Home | 0-9 | A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
 

Life Script
(Edit)

Life
                                          "LIFE"

                                      Screenplay by

                             Robert Ramsey and Matthew Stone

                                      SHOOTING DRAFT

                                           1999

                

               FADE IN:

               EXT. PRISON CEMETERY -- DAY

               A handful of people are gathered in an open field under a 
               fierce Mississippi sun. A couple of young inmates, JAKE and 
               LEON, lean on their shovels. They are waiting to bury two 
               identical CASKETS with inmate numbers stenciled on the 
               pinewood lids.

               A GUARD rests the butt of his rifle on the ground and takes 
               a long, healthy pull from his canteen. He offers it to the 
               PRISON CHAPLAIN, who is much obliged. SUPERINTENDENT BILL 
               BURKE, a 40-year-old black man, glances at his watch and 
               loosens his tie. Sure is hot.

               MARY HUMPHRIES, an elderly white woman in a nurse's uniform, 
               stands behind WILLIE LONG, an ancient inmate sleeping 
               peacefully in a wheelchair. She readjusts an umbrella to 
               shield the old black man from the blistering sun.

               Burke dabs his forehead with a handkerchief. He gives the 
               nod to the chaplain, who steps forward and cracks his bible. 
               The men remove their hats.

                                     CHAPLAIN
                         In accordance with the regulations 
                         of the State of Mississippi, we gather 
                         here today to lay to rest the remains 
                         of inmates R. Gibson, number 4316, 
                         and C. Banks, number 4317. Ashes to 
                         ashes, dust to dust. May God have 
                         mercy on their souls.

                                     BURKE
                         Go ahead, fellas.

               The young inmates plunge their shovels into the dirt. One by 
               one, the mourners head back toward a prison van parked on a 
               nearby dirt road.

                                     NURSE HUMPHRIES
                         I'll come back for you in a little 
                         while, Willie...

               She leaves Willie alone with Jake and Leon. He rolls his 
               chair up to the edge of the graves and gazes at the pinewood 
               caskets.

                                     JAKE
                         These two guys friends of yours, old 
                         man?

                                     WILLIE
                         We spent some time together.

                                     LEON
                         Why do I get the feeling when you 
                         say some time, you mean some time.

                                     WILLIE
                         I was already here a good many years 
                         when they came in in 1932.

                                     LEON
                         1932? That's like, that's like...

                                     WILLIE
                         Sixty-five years ago. They always 
                         said the farm couldn't hold 'em 
                         forever. Looks like you're finally 
                         free, boys.

               Willie pulls a bottle of moonshine from his jacket and takes 
               a swig in their honor.

                                     JAKE
                         Hey, the dude's holdin'.

                                     LEON
                         Come on, old-timer, hook the brothers 
                         up.

               Willie passes the bottle to Leon, who takes a swig and winces 
               from the unexpected kick.

                                     LEON
                         Hell of a way to get out. Heard they 
                         burned up in that fire yesterday.

                                     JAKE
                         I seen the bodies before they sealed 
                         'em up. Them fellas sizzled up good. 
                         Looked like some shit from the X-
                         Files.
                              (taking a swig from 
                              the bottle)
                         Damn, that shit's nasty.

                                     WILLIE
                         Ray's special recipe. He always had 
                         exacting standards where the hooch 
                         was concerned.

                                     LEON
                         What were they, bootleggers?

               Willie holds up the bottle, checking the clarity of the 
               liquor.

                                     WILLIE
                         Something like that.

                                                              MATCH CUT TO:

               EXT. SPANKY'S BACK ALLEY (1932) -- NIGHT

               RAY GIBSON holds up a similar bottle of liquor to a light 
               over a door. Music comes from within. He takes a swig and 
               stashes the bottle in his belt. He adjusts his tie, polishes 
               his shoes on the back of his pants and raps on the door.

               INT. SPANKY'S -- NIGHT

               The speakeasy is jumping, jammed with people. Up on stage a 
               hot JAZZ BAND is playing backup for a seductive CHANTEUSE. 
               Well-heeled PATRONS enter through doors near the stage.

               In the back, at the end of a long hallway, a BOUNCER cracks 
               open the door and Ray squeezes inside.

                                     BOUNCER
                         Oh, no, Ray. Not tonight. Spanky's 
                         not happy with you.

                                     RAY
                         Is Spanky here?

                                     BOUNCER
                         No, but...

                                     RAY
                         Then what's the problem?

                                     BOUNCER
                         Do yourself a favor and find another 
                         place where they let you in the front 
                         door.

                                     RAY
                         But this is where the action is and 
                         I have to be where the action is. 
                         Look, when your old lady wanted those 
                         alligator shoes, didn't I come through 
                         for you? Ain't she stepping in style 
                         now?

                                     BOUNCER
                         Yeah...

                                     RAY
                         Well, alright then. What do you think 
                         about this new tie?

                                     BOUNCER
                         Sharp.

                                     RAY
                         I look good tonight. And I feel lucky, 
                         too.

               Ray heads inside.

                                     BOUNCER
                         Anyone asks, it wasn't me who let 
                         you in.

               Ray slides through the crowd, pausing at the bar to nibble 
               on the neck of a COCKTAIL WAITRESS.

                                     COCKTAIL WAITRESS
                         Don't even try it.

                                     RAY
                         When do you get off?

                                     COCKTAIL WAITRESS
                         I get off at two, but you ain't never 
                         getting off.

               She carries a tray of drinks into the crowd. Ray shakes his 
               head in wonderment at her departing form. The BARKEEP steps 
               up as Ray pulls out his bottle.

                                     BARKEEP
                         You can't drink that in here, Ray.

                                     RAY
                         I sure can't drink that watered-down 
                         swill you're serving. Give me a glass 
                         of ice.

                                     BARKEEP
                         I can't give you a glass of ice. I 
                         can't give you anything until you 
                         pay your damn tab.

               Disregarding the warning, Ray tilts the bottle back. Shaking 
               his head, the barkeep moves on to a paying customer. Ray's 
               eyes follow a bottle of French Champagne as it is delivered 
               to a nearby table.

               Here sits the straight-laced CLAUDE BANKS with his girlfriend, 
               DAISY. She's enjoying the show. He's polishing the silverware. 
               The WAITER pours two glasses of champagne and leaves the 
               bottle on ice. Claude regards his glass skeptically.

                                     CLAUDE
                         For the kind of money they charge 
                         here, you'd think they could hire 
                         somebody to actually wash the dishes.

                                     DAISY
                         Claude. Here's to your new job down 
                         at the bank. I always knew you'd 
                         make something of yourself.

                                     CLAUDE
                         Know what I'm going to buy with my 
                         first pay check?

               Daisy thinks she does. She leans in, eyes twinkling.

                                     CLAUDE
                         Season tickets to the Yankees. Right 
                         there on the first base line.
                              (off her disappointment)
                         What's wrong, baby?

                                     DAISY
                         I was hoping you were gonna say an 
                         engagement ring, Claude.

               French Champagne shoots out of Claude's nose.

                                     CLAUDE
                         Engagement ring!

                                     DAISY
                         That's what respectable folks do. 
                         Get a job, get married, start having 
                         babies. That's what you want, isn't 
                         it?

                                     CLAUDE
                         Sure it is. I just don't see any 
                         reason to rush into things. Damn, 
                         look at this shirt. I'll be right 
                         back.

               Claude leans in to kiss Daisy on the lips. She offers her 
               cheek. He departs.

               OVER BY THE BAR

               Ray watches Claude make a beeline for the men's room.

               INT. MEN'S ROOM -- NIGHT

               Claude steps into the bathroom and approaches the sink. A 
               big hand falls on his shoulder and yanks him backwards into 
               a stall...

               INT. STALL -- NIGHT

               Claude is shoved down on the toilet by two BAG MEN in suits. 
               Suddenly, it's crowded in here.

                                     BAG MAN #1
                         Congratulations, Claude. We understand 
                         you finally got yourself a job.

                                     BAG MAN #2
                         Guess that means you can pay Mr. 
                         Riley the fifty bucks you owe him.

               They rifle through Claude's jacket and quickly find his 
               wallet.

                                     CLAUDE
                         Now wait a second, guys. I've got a 
                         bill to pay out there.

                                     BAG MAN #1
                         Twenty-two dollars. Not bad for a 
                         start.

               They toss back his empty wallet.

                                     CLAUDE
                         Come on, fellas, that's two weeks 
                         pay. I'm here with my girl. You gotta 
                         leave me something.

                                     BAG MAN #2
                         How about your legs?

                                     CLAUDE
                         My legs? Those are good, I'll keep 
                         the legs...

               The stall door swings shut as the bag men depart.

               INT. SPANKY'S -- NIGHT

               On his way into the Men's Room, Ray squeezes past the bag 
               men on their way out.

               INT. MEN'S ROOM -- NIGHT

               Glancing around, Ray spots Claude's feet under the stall 
               door. He steps up to the sink, washes his hands and takes a 
               towel from the ATTENDANT. Scanning the assortment of grooming 
               products, he selects a bottle of cologne and takes a sniff.

                                     RAY
                              (displeased)
                         You have any of that French stuff?

               As the attendent bends down to retrieve a bottle of the good 
               stuff, Ray palms a coin from the tip basket.

                                     ATTENDENT
                         Here you go.

               Ray offers the quarter, a gesture of uncommon generosity.

                                     RAY
                         Keep the change.

                                     ATTENDENT
                         Why, thank you, sir!

               Ray pats the cologne on his face. A toilet flushes and Claude 
               steps over to the sink. Ray catches his eye in the mirror.

                                     RAY
                         Don't I know you?

                                     CLAUDE
                         I don't think so.

                                     RAY
                         Sure I do. What's your name again?

                                     CLAUDE
                         Claude Banks.

                                     RAY
                         Claude Banks. How could I forget 
                         that? You've got to remember me. Ray 
                         Gibson. We went to high school 
                         together.

                                     CLAUDE
                         You went to Monroe?

                                     RAY
                              (beaming)
                         That's right! Good old Monroe...

               Ray throws his arms around Claude, deftly snatching his 
               wallet. Claude extracts himself from Ray's embrace.

                                     CLAUDE
                         Well, I went to Jefferson, so you 
                         must have a different Claude Banks 
                         in mind.

               Claude straightens his jacket and heads for the door. Ray 
               stashes the stolen wallet in his jacket.

                                     RAY
                         Sorry, man. My mistake.

               INT. SPANKY'S -- NIGHT

               On the stage, the chanteuse has downshifted into a sultry 
               number about back-door lovers and broken dreams.

               Ray steps out of the men's room and is instantly collared by 
               BULLETHEAD, a man who makes his living being large and 
               threatening.

                                     RAY
                         Watch the threads, Bullethead. If 
                         this is about my tab, I've got it 
                         covered.

               Pressed up against the wall, Ray reaches into his jacket and 
               produces Claude's wallet. Bullethead snatches it, inspects 
               it and is not impressed.

                                     BULLETHEAD
                         This ain't about your tab, Ray. You've 
                         got bigger problems than that.

               He stuffs the wallet back into Ray's jacket and hustles Ray 
               out the back door past the bouncer who let him in.

                                     BOUNCER
                         Is that Ray Gibson? Who the hell let 
                         him in here?

               BACK AT CLAUDE'S TABLE

               Claude returns to the table where Daisy is sipping champagne. 
               He takes the glass out of her hand.

                                     CLAUDE
                         Come on, honey, let's get out of 
                         here.

                                     DAISY
                         But I'm having a good time...

                                     WAITER
                         Excuse me, sir, I believe you forgot 
                         this.

               The waiter presents Claude with the bill.

                                     CLAUDE
                         The bill. Of course, the bill. We 
                         couldn't leave without paying the 
                         bill. Especially such an incredibly 
                         large bill.

               INT. VAN -- NIGHT

               Claude is shoved into the back of the van and the doors are 
               slammed behind him. He bangs and shouts, but it's no use.

                                     RAY
                         Save your energy, Claude. You're 
                         gonna need it.

               Ray is stretched out against the back wall. Claude is knocked 
               to the floor as the van lurches into motion.

                                     RAY
                         Here, this belongs to you.
                              (tossing Claude his 
                              wallet)
                         It was empty when I found it.

                                     CLAUDE
                         Good old Monroe.

               Ray swigs from his bottle and offers it to Claude, who isn't 
               interested.

                                     RAY
                         What I want to know is what happened 
                         to your cush between the time that 
                         you got up from the table and when I 
                         caught up with you in the Johnny?

                                     CLAUDE
                         I don't see where that's any of your 
                         business.

                                     RAY
                         Did those two muscle heads shake you 
                         down? Swear I've seen them down at 
                         the track with Sure-shot Riley. That's 
                         it, ain't it? A gambling debt.

               Busted, Claude snatches the bottle and carefully wipes off 
               the neck before tilting it high. Ray gets a good chuckle out 
               of this straight cat in the bow tie.

                                     CLAUDE
                         Where they taking us, anyway?

                                     RAY
                         Probably to Spanky's headquarters 
                         down at the pier.

                                     CLAUDE
                         Good, I'm looking forward to meeting 
                         this Spanky. Give me a chance to 
                         straighten out this whole mess.

                                     RAY
                         I can't wait to see that. You slay 
                         me, man.

               EXT. PIER -- NIGHT

               The van pulls into a the loading bay of a warehouse at the 
               end of a short pier on the Harlem River.

               INT. WAREHOUSE -- NIGHT

               Bullethead and a HENCHMAN pull Ray and Claude from the back 
               of the van. They find themselves in a dark warehouse filled 
               with crates of contraband.

                                     CLAUDE
                              (sotto)
                         What are they gonna do to us?

                                     RAY
                         You? Dine and ditch, right?
                              (Claude nods)
                         Over ten bucks?
                              (he nods again)
                         You're probably looking at a thumb.

                                     CLAUDE
                         A thumb? What do you mean, like cut 
                         it off? For ten bucks?
                              (Ray nods)
                         That include the tip?

               Claude shoves his hands under his armpits at the sound of 
               approaching FOOTSTEPS echoing across the vast space. Claude 
               and Ray peer into the darkness.

                                     SPANKY
                              (from the darkness)
                         You picked the wrong night to fuck 
                         with me, Ray. I just lost three men 
                         and a truck full of Canadian whiskey. 
                         You know what that kind of thing 
                         does to my business? It makes me 
                         want to lash out and hurt somebody.

               SPANKY JOHNSON emerges into the light. He uses a small silver 
               spoon to take an ample snort of cocaine into each nostril. 
               He glances at Claude.

                                     SPANKY
                         Who's he? Friend of yours, Ray?

                                     CLAUDE
                         I never saw this man before tonight. 
                         He's a lowlife degenerate who lurks 
                         in bathrooms. I'm a professional 
                         man, an upstanding citizen. I go to 
                         church on Sunday.

                                     SPANKY
                         Then what are you doing here?

                                     BULLETHEAD
                         Failure to pay.

                                     CLAUDE
                              (rattled)
                         Look, Mr. Johnson, you seem like a 
                         reasonable man. I got a good job 
                         starts Monday. I'll pay you back 
                         with my first pay check. With 
                         interest. I don't want to tell you 
                         how to conduct your business, but if 
                         you cut off my finger you won't get 
                         jack. Working an adding machine, I 
                         gotta be whole.
                              (his fingers dancing 
                              over imaginary keys)
                         I need my thumbs and all my fingers 
                         for praying and doing good...

               Spanky holds up a hand, silencing Claude.

                                     SPANKY
                         The choirboy wants to keep his 
                         fingers. Who am I to argue? Drop 
                         him.

                                     CLAUDE
                         Drop him? What does drop him mean?

               Claude protests loudly as Bullethead and the henchman bind 
               his hands and feet. Spanky turns to Ray.

                                     SPANKY
                         You gotta lotta balls showing your 
                         face around my club. If a man's gonna 
                         run numbers on my side of Broadway, 
                         you think he'd have the common sense 
                         to keep a low profile. But not Ray 
                         Gibson.

               The goons hoist Claude up on another pulley and dangle him 
               head first over a hole in the floor. Several feet down, the 
               Harlem River laps against the wooden pylons.

                                     CLAUDE
                         No, not down there! That water's 
                         filthy! Help me out here, man!

               Shrugging, Ray pinches his nose and puffs out his cheeks. 
               The goons release the rope and Claude plunges into the water. 
               Spanky turns back to Ray.

                                     RAY
                         You don't have to drown that fella, 
                         Spanky. You already scared him half 
                         to death. He didn't know who he was 
                         fucking with.

                                     SPANKY
                         But you do. What does that say about 
                         you, Ray? What does that say about 
                         me? I've given you a lot of leeway 
                         over the years on account of your 
                         father. But he didn't last long enough 
                         to teach you the meaning of the word 
                         respect so I guess I'm gonna have to 
                         school you myself.

                                     RAY
                         Come on, Spank, I'm just trying to 
                         get by here. You remember how it was 
                         when you were starting out.

               The henchman yanks on the rope. Claude emerges from the hole, 
               gasping for breath.

                                     CLAUDE
                         I was supposed to wear this suit on 
                         Monday!

               The henchman releases the rope, sending Claude back into the 
               water. Ray reaches into his jacket. Bullethead pulls a gun 
               and presses it into Ray's temple. Ray gives him a look and 
               cautiously pulls out his bottle.

                                     SPANKY
                         What's that, some of your bathtub 
                         brew?

                                     RAY
                         Puerto Rican rum. See for yourself.

               Ray tosses him the bottle. Spanky uncorks, sniffs, samples 
               the goods. He's impressed.

                                     SPANKY
                         Where'd you get this?

                                     RAY
                         Comes up the Mississippi. I can get 
                         more. A lot more. I was thinking 
                         about going into business for myself, 
                         but under the circumstances, I'd be 
                         willing to take on a partner.

               Once again, the henchman yanks on the rope and Claude comes 
               up sucking air desperately. He releases the rope, submerging 
               Claude for a third time.

                                     SPANKY
                         I'm interested. Keep talking.

                                     RAY
                         All I need is the front money and a 
                         truck. I could be back in two, three 
                         days tops if I had somebody to share 
                         the driving.

               Spanky considers the terms. Can he afford to trust Ray? Can 
               he afford not to?

                                     SPANKY
                         If you fuck me on this one, I'll 
                         spare no expense.

                                     RAY
                         Understood.

                                     SPANKY
                         Alright, Ray, you've got a deal. 
                         Pick your man and get going.

               Ray glances around. The pulley rope is still twitching in 
               the water.

                                     RAY
                         I'll take the little choirboy, if 
                         you don't mind.

                                     SPANKY
                         If I was you, I'd want somebody who 
                         can handle himself in a tight spot.

                                     RAY
                         I just want somebody who won't put a 
                         bullet in my back once the truck is 
                         full.

               Spanky sees Ray's point. He nods to the henchman, who hoists 
               Claude's limp body out of the water and onto the cement. 
               Spanky plants a foot on Claude's chest and applies pressure. 
               A geyser of Harlem River water shoots from Claude's mouth as 
               he sputters back to life.

                                     SPANKY
                         For your sake, I hope you can drive. 
                         Somebody give him some dry clothes.

                                                                    CUT TO:

               THE SPINNING WHEEL OF A TRUCK

               The CAMERA MOVES UP the side of the old Ford truck to find 
               Claude sitting pensively in the passenger seat.

               INT. TRUCK (MOVING) -- NIGHT

               Ray palms the wheel.

                                     RAY
                         Tell me about that hot sketch you 
                         were hypin' last night. She was a 
                         choice bit of calico. You two been 
                         seeing each other a long time? Gonna 
                         slap the handcuffs on her and stroll 
                         down the aisle one of these days?

               Tight-lipped, Claude shifts in his seat.

                                     RAY
                         Sometimes I wish I could find me a 
                         sheba to settle down with. Suppose 
                         I'm just a tomcat by nature.
                              (trying to fill the 
                              silence)
                         This little rum run is gonna seriously 
                         improve my relationship with Spanky. 
                         He's a good man to have on your side. 
                         He's got the capital and the 
                         connections. That's what you got to 
                         have in that business. Spanky's place 
                         is pretty plush, but one of these 
                         days I'm gonna open up my own 
                         establishment. Ray's Boom-Boom Room. 
                         You like that? Ray's Boom-Boom Room. 
                         That's in the groove, don't you think?

               If Claude does like it, he's not letting on.

                                     RAY
                         Come on, daddy-o. You haven't said a 
                         word since we started. Least you 
                         could do is make some friendly 
                         conversation.

                                     CLAUDE
                         Look, man, I don't want friendly 
                         conversation. I don't want to be 
                         your friend. I've seen your friends 
                         and I don't like them. I just want 
                         to do this thing and get back to New 
                         York in time to start my job.

                                     RAY
                         Start your job? What kind of job?

                                     CLAUDE
                         Well, if you must know, bank teller 
                         at First Federal of Manhattan. I'm 
                         responsible for keeping track of 
                         hundreds, occasionally thousands of 
                         dollars.

                                     RAY
                         That's some long green.

                                     CLAUDE
                         Damn straight, it is. I got my own 
                         set of keys because I'm supposed to 
                         open up. So if I ain't there 8 a.m. 
                         Monday morning, there's gonna be 
                         hell to pay.

               Beat of silence. Ray laughs to himself.

                                     CLAUDE
                         What?

                                     RAY
                         Nothing.

                                     CLAUDE
                         No, tell me what's so funny.

                                     RAY
                         I don't know. Bank teller. Sounds 
                         like ladies work to me.

                                     CLAUDE
                         Well, maybe I should dig around in 
                         other people's clothes for money. 
                         It's obviously been highly successful 
                         for you.

                                     RAY
                         Hey, you'd be surprised what you 
                         find in other people's pockets. Just 
                         gotta avoid them deadbeat bank 
                         tellers. Get you every time.

                                     CLAUDE
                         I didn't start out to be a bank 
                         teller. I was gonna be a ballplayer. 
                         Even had an offer to play short for 
                         the Newark Eagles.

                                     RAY
                         Why didn't you take it?

                                     CLAUDE
                         The Negro League don't pay so good. 
                         And you're always on the road. That 
                         don't wash with Daisy.

                                     RAY
                         You gave up baseball to be a bank 
                         teller? I can't latch on to that.

                                     CLAUDE
                         At some point a man's got to get 
                         serious about his future. I'm sure 
                         you have no idea what I'm talking 
                         about.

                                     RAY
                         You're talking about giving up 
                         baseball to be a bank teller.

                                     CLAUDE
                         Bank teller's just a start. I got 
                         plans. Real plans. Not opening some 
                         Zoom-Boom Room. This time next year 
                         I'll be a loan officer.

                                     RAY
                         A loan officer?

                                     CLAUDE
                         That's right, a loan officer.

                                     RAY
                         So you mean, if I needed some jack 
                         to get my nightclub up and running, 
                         I'd have to hype some square like 
                         you?

                                     CLAUDE
                         Uh-huh.

               Ray pulls out his pocket watch. A mechanical tune plays as 
               he checks the time.

                                     RAY
                         How would I get a loan, anyway?

                                     CLAUDE
                         You need collateral.

                                     RAY
                              (re: watch)
                         Like this?

                                     CLAUDE
                         That thing? Who'd you steal it from?

                                     RAY
                         My daddy gave me this watch.

                                     CLAUDE
                         Yeah? Who'd he steal it from?

                                     RAY
                         My daddy is dead so watch your mouth. 
                         You can say what you want about me, 
                         but don't be dragging my daddy into 
                         it. This watch means the world to 
                         me. Solid gold. Keeps perfect time.

                                     CLAUDE
                         Looks like a fake to me. Loan denied!

               Ray stuffs his daddy's watch back in his pocket.

                                     RAY
                         Ah, go chase yourself. I'll take my 
                         business elsewhere. And for future 
                         reference, you are no longer welcome 
                         at Ray's Boom-Boom Room.

                                     CLAUDE
                         There is no Boom-Boom Room.

                                     RAY
                         When there is, you can forget about 
                         it. And I swear to God, you ever 
                         talk about my daddy again I'm gonna 
                         kick your bank-telling, loan-denying 
                         ass, you got me?

                                     CLAUDE
                         Oooh...

                                     RAY
                         I think I liked you better when you 
                         kept your trap shut.

               EXT. ROADSIDE DINER -- DAY

               The truck veers off the highway and jerks to a halt in front 
               of the rundown establishment.

               INT. ROADSIDE DINER -- DAY

               A dozen WHITE FOLKS look up as Ray and Claude push through 
               the door.

                                     RAY
                         Man, something smells good in here. 
                         How's everybody doing?

               Nothing but sullen stares from all corners of the room.

                                     CLAUDE
                              (sotto)
                         Maybe we oughta find another place.

                                     RAY
                         Are you kidding? Tell me you don't 
                         want a slice of that pie right over 
                         there.

                                     CLAUDE
                         I must have left my appetite outside, 
                         which is where I think we ought to 
                         be right now.

               Claude tugs Ray towards the door but Ray won't be dissuaded. 
               He boldly addresses a YOUNG MAN in an apron behind the 
               counter.

                                     RAY
                         Good evening, Billy. We'd like some 
                         coffee and a couple of slices of 
                         that homemade pie you've got 
                         advertised.

                                     BILLY
                         How you know my name's Billy?

                                     RAY
                         It says so right there on your shirt.

                                     BILLY
                              (glancing down)
                         That what that says?

               Billy's MAMA sets a piping hot pie on the back counter and 
               steps up next to her son. She casts a disparaging glance at 
               Claude's suit.

                                     MAMA
                         If you boys can read so good, how 
                         come you missed that sign in the 
                         window?

               Claude considers the sign she's pointing to.

                                     CLAUDE
                         You mean this sign? The one that 
                         says "No Coloreds Allowed." That's a 
                         good question. Ray, how come we missed 
                         the sign?

                                     RAY
                         Look, ma'am, we've been driving all 
                         day. We'd just like to purchase one 
                         of those pies and we'll be on our 
                         way.

                                     MAMA
                         Those are whites-only pies.

                                     RAY
                         Got any nigger pies?

               Claude jabs him.

                                     CLAUDE
                         Any fool could see those are whites-
                         only, not-for-blacks, come-on-let's-
                         get-the-fuck-outta-here pies. Thank 
                         you very much.

               Claude starts tugging Ray toward the door.

                                     RAY
                              (sotto)
                         Thanks for backing me up here, Uncle 
                         Claude.

                                     CLAUDE
                              (sotto)
                         Don't Uncle Claude me. You get a 
                         load of those crackers? Couldn't be 
                         a mouthful of teeth among the bunch 
                         of 'em. Why you want to pick a fight 
                         with people like that for?

                                     RAY
                         You're soft.

                                     CLAUDE
                         What'd you say?

               Diner patrons stare.

                                     RAY
                         I said you're soft.

                                     CLAUDE
                         Hey, man, don't ever call me that.

                                     RAY
                         I call it like I see it, and what I 
                         see is definitely soft.

               Claude narrows his eyes.

                                     CLAUDE
                         Alright. You want some pie?

                                     RAY
                         Yeah, I want some pie.

                                     CLAUDE
                         Okay then, I'm gonna walk over to 
                         that counter and get us some fucking 
                         pie.

               Resolved, Claude stomps over to the counter.

                                     CLAUDE
                         Excuse me, ma'am, I bet a brick will 
                         turn that one right there into a 
                         colored pie.

               Claude lays down a dollar bill. Mama casually pulls a shotgun 
               from under the counter.

                                     MAMA
                         And I bet this right here will turn 
                         you into a colored pie.

                                     CLAUDE
                         Okay, Ray, I think we can go now. 
                         Much obliged...

               Ray gives the whole place a cool once-over as Claude pulls 
               him out the door. Mama turns to Billy, still studying the 
               stitching on his shirt.

                                     MAMA
                         Don't be concentrating so hard, baby. 
                         You're liable to seize yourself again.

               EXT. DOCKS -- NIGHT

               The truck rolls up to the waters edge. Ray kills the engine 
               and flashes the lights twice. In the passenger seat, Claude 
               is fast asleep. After a few moments, a FAT MAN appears, 
               shining a flashlight into the cab.

                                     RAY
                         How you doing? We're looking for 
                         Slim.

                                     SLIM
                         You found him.

               Ray cocks an eyebrow.

               EXT. DOCKS -- NIGHT

               Under cover of darkness, a couple of MEN finish loading crates 
               into the bed of the truck. Ray and Claude keep their eyes 
               peeled for the law. Down by the river, they can see lights 
               and hear music from a district of rowdy juke joints. SLIM 
               steps up, wiping his hands.

                                     SLIM
                         That's it, fellas. Thirty six cases 
                         of Puerto Rico's finest. At five 
                         bucks a case, that's $180.

               Ray pulls out a wad and slaps it in Slim's sweaty palm. The 
               fat man starts counting it out.

                                     RAY
                         Man, that music is hot. What goes on 
                         down there, Slim?

                                     SLIM
                         That's Natchez-under-the-Hill.

                                     RAY
                         Blacks welcome there?

                                     SLIM
                         Green's the only color that matters 
                         under the hill. They got gambling, 
                         girls. You oughta check it out.

                                     RAY
                         Maybe we will. Nice meeting you.

               Slim slips into the shadows.

                                     CLAUDE
                         Nice meeting you? You've been here 
                         before, haven't you?

                                     RAY
                         What gave you that idea?

                                     CLAUDE
                         Oh, I don't know, maybe because our 
                         lives depend on it, I just sort of 
                         thought you knew what you were doing!

                                     RAY
                         Don't get all agitated on me. I bought 
                         a bottle of rum from a couple of 
                         dudes, I heard 'em talking...

                                     CLAUDE
                         Let me get this straight. We drove 
                         all the way down to Klan country 
                         'cause you heard a couple of guys 
                         talking?

                                     RAY
                         What are you complaining about? It 
                         worked out. Everything's cool. Now, 
                         come on, let's head down there and 
                         see what's shaking. We deserve a 
                         little reward.

                                     CLAUDE
                              (dubious)
                         Reward?

                                     RAY
                         There are people down there having 
                         fun. I want to be one of them. I 
                         want you to be one of them. On Monday 
                         you can be a bank teller if you want, 
                         but tonight you're a bootlegger with 
                         a truck full of Puerto Rican rum and 
                         a fistful of cash.

               A look of excitement crosses Claude's face, but he quickly 
               shakes it off.

                                     CLAUDE
                         That's gas money.

               Exasperated, Ray stuffs a few bills into Claude's pocket.

                                     RAY
                         There's your gas money. You stay 
                         here and watch the truck. And don't 
                         worry, I've got the keys.

               Left alone, Claude mutters and kicks at the dirt. He leans 
               against the truck.

               UP AHEAD/EXT. JUKE JOINT -- NIGHT

               Ray emerges from the woods and heads down the hill toward 
               the juke joint. Claude hustles up next to him.

                                     CLAUDE
                         I'm just gonna keep an eye on you, 
                         make sure you don't do nothing stupid.

               INT. JUKE JOINT -- NIGHT

               A ramshackle den of iniquity on the banks of the Mississippi. 
               The band is laying down some serious Delta blues, creating 
               an inviting atmosphere for sin and moral corruption.

               On a far side of the room, Ray is playing poker with some 
               LOCALS. He seems to be having a bad night. WINSTON HANCOCK, 
               a formidable black man, sweeps in another big pot and puffs 
               happily on his cigar.

               OVER AT THE BAR

               Perched on a stool, Claude shoots a dark look at Ray and 
               motions for the door. Ray waves him off and returns to his 
               game. Claude becomes aware of a soft, young female hand on 
               his shoulder.

                                     SYLVIA
                         I've never seen you in here before.

                                     CLAUDE
                              (staring at the hand)
                         That's because I've never been here 
                         before.

                                     SYLVIA
                         I'm Sylvia. What's your name?

               Against his better judgement, Claude's gaze follows the long, 
               slender arm up past a bare shoulder and settles on SYLVIA'S 
               angelic face. He is struck dumb.

                                     SYLVIA
                         Can't you remember your own name?

                                     CLAUDE
                         I know it begins with a "C"...

                                     SYLVIA
                         Well, Mr. "C", how about buying a 
                         girl a drink?
                              (to the bartender)
                         Two bourbons.

                                     CLAUDE
                         I really shouldn't. I gotta keep an 
                         eye on my friend.

                                     SYLVIA
                         He looks like he can take care of 
                         himself.

               The drinks arrive. She places a shot glass in Claude's 
               reluctant hand. She winks provocatively and slowly pours the 
               whiskey down her throat. Instinctively, Claude tosses back 
               his shot.

                                     CLAUDE
                         Claude. That's my name. Claude. That's 
                         never happened before.

                                     SYLVIA
                         You're cute. You have any money, 
                         Claude?

                                     CLAUDE
                         Ten dollars. But I need it to get 
                         home.

                                     SYLVIA
                         Why would you want to go home? It's 
                         so early.

               The bartender refills their glasses.

               BACK AT THE POKER TABLE

               Winston considers his cards, hardly looking up as a WAITRESS 
               lays down a cocktail napkin and sets a drink down on top of 
               it. He glances at Ray, who casually considers his cards.

                                     RAY
                         I'll take two.

               The dealer tosses Ray a couple of cards.

               INSERT -- Ray fans his cards to reveal a full house.

               After considering the other players at the table, Ray pushes 
               what's left of his money into the center of the table. The 
               three other PLAYERS fold with disgust. Winston squints long 
               and hard at Ray, then pushes everything he has into the center 
               of the table.

                                     WINSTON
                         I'll see that...

               Winston reaches into his jacket and throws down some more 
               money on the pile.

                                     WINSTON
                         And while we're at it, let's sweeten 
                         the pot.

                                     RAY
                         Looks like my sugar bowl's empty, 
                         Mr. Hancock.

                                     WINSTON
                              (reaching for the pot)
                         That's just too damn bad, ain't it?

                                     RAY
                         Now, hang on, slick. I ain't through 
                         with you yet.

               Ray checks his cards again. He looks at the pot, it's a lot 
               of money. With this hand, there's no way he can lose. He 
               places his daddy's pocket watch on top of the pile. Winston 
               checks the time piece.

                                     WINSTON
                         That'll cover it.

               Ray lays down his hand.

                                     RAY
                         Full boat, ladies doing the paddling.

                                     WINSTON
                         Four threes.

               Ray sits back, stunned. Winston rakes in his winnings. The 
               game is over for the night. The three other players head to 
               the bar.

                                     WINSTON
                         Don't take it too hard, New York. 
                         Have a round on me.

               Winston tosses a silver dollar to Ray, who snatches it out 
               of the air. Winston drops his hat on his head and moves 
               through the crowd and out the door.

                                     WAITRESS
                         Can I get you something?

               Ray shakes his head. Carefully, she begins to clear the table. 
               Suddenly, he grabs her wrist. Winston's glass tips over. Ray 
               flips over the cocktail napkin to reveal an extra pile of 
               cards.

                                     RAY
                         Looks like he had a whole lot of 
                         nothing in his hand until you came 
                         along.

                                     WAITRESS
                              (wrenching free)
                         You're hurting my arm.

               EXT. JUKE JOINT -- NIGHT

               Ray dashes into the street, glancing both ways. No sign of 
               Winston. Damn.

               EXT. BACK ALLEY -- NIGHT

               Winston produces Ray's pocket watch and pops it open. A smile 
               crosses his face as the mechanical tune plays.

               A sheriff's sedan rounds a corner, illuminating Winston in 
               its headlights. The car pulls up and SHERIFF WARREN PIKE 
               steps out. Distinguished by a casual cruelness, he's a young 
               white man who loves his uniform.

                                     PIKE
                         If it isn't Winston Hancock.

               Winston tries to move past Pike, but the sheriff blocks his 
               path with a night stick. As Winston backs off, another squad 
               car pulls up behind him. TWO DEPUTIES step from the car, 
               guns drawn.

                                     PIKE
                         I thought we agreed that you were 
                         gonna leave town.

                                     WINSTON
                         I tried to leave, Sheriff Pike. But 
                         your wife begged me to stay.

               Pike slams Winston with his club, sending the black man to 
               his knees. As Winston struggles back to his feet, a stiletto 
               flashes and he lunges for the sheriff, slashing his cheek. 
               The deputies grab Winston from behind, holding him by both 
               arms. The long knife clatters to ground. Pike touches his 
               face, examining the blood on his fingers.

                                     PIKE
                         You just committed suicide, boy.

               INT. BORDELLO HALLWAY -- NIGHT

               Ray walks slowly down the hallway to Room 13. He is about to 
               knock when he hears the sound of lovemaking from within.

               INT. SYLVIA'S BEDROOM -- NIGHT

               Ray opens the door and peeks in. Sylvia's on top and in 
               charge. Claude is concentrating real hard. Ray smiles to 
               himself and closes the door.

               INT. JUKE JOINT -- NIGHT

               Claude hitches up his suspenders as he comes down the stairs. 
               He finds Ray having a drink at the now-empty bar.

                                     CLAUDE
                         Hey, Ray. I've been looking for you.

                                     RAY
                         Here I am.

                                     CLAUDE
                         Guess we better get going, huh?

                                     RAY
                         Still got that ten dollars?

                                     CLAUDE
                         Well, not exactly. See, I met this 
                         girl. Real nice girl. God-fearing 
                         girl. Her name's Sylvia.

                                     RAY
                         That jelly you were talking to right 
                         here?

                                     CLAUDE
                         She's in a tight spot. Her mama needs 
                         this operation, and they ain't got 
                         the money for it. Their church took 
                         up a collection but they were still 
                         short...

                                     RAY
                         So you made a generous contribution.

                                     CLAUDE
                         What can I say? When the spirit moves 
                         me.

                                     RAY
                         That was mighty charitable of you, 
                         Claude. Looks like we both got fucked 
                         tonight.

                                     CLAUDE
                         What are you talking about?

                                     RAY
                         While you were upstairs doing God's 
                         work, I was getting jack-legged by a 
                         fool with four threes.

                                     CLAUDE
                         You lost all our money in a card 
                         game?

                                     RAY
                         He even got my daddy's watch.

                                     CLAUDE
                         Fuck that cheap-ass watch --
                              (off Ray's glare)
                         I mean, how the hell are we gonna 
                         get home without any money?

                                     RAY
                         We've still got 36 cases of rum. 
                         That's better than money.

               EXT. BACK ALLEY -- NIGHT

               Ray and Claude head down the alley.

                                     CLAUDE
                         You sure the truck's this way?
                              (looking over his 
                              shoulder)
                         I swear it was back that way.

               Suddenly, the bloodied figure of Winston Hancock lurches 
               from the shadows and grabs Claude by the lapels. Claude is 
               too scared to scream, staggering backward. But the man's 
               grip loosens and he slips to the ground.

                                     CLAUDE
                              (croaking)
                         Ray... Yo, Ray...!

               Ray turns back to find Claude trembling with fear and covered 
               in blood. He just points down. Ray eyes widen. He kneels 
               down and turns Winston's body over.

                                     CLAUDE
                         I think he's hurt pretty bad.

                                     RAY
                         He's dead.

                                     CLAUDE
                         Oh, man, I've never seen a dead body 
                         before!

               Much to Claude's horror, Ray starts rifling through Winston's 
               pockets.

                                     CLAUDE
                         What do you think you're doing?! The 
                         man's been dead for two seconds! 
                         Don't you have any respect?

                                     RAY
                         It ain't here.

                                     CLAUDE
                         What ain't there?

                                     RAY
                         My daddy's watch. This is the dude I 
                         was telling you about --

               Suddenly, the glare of two bright headlights from a pickup 
               truck freeze Ray and Claude in a guilty tableau. FIVE WHITE 
               MEN appear at the end of the alley.

                                     MAN WITH LANTERN
                         What's going on here?

               Ray gingerly releases Winston's lifeless body.

                                     MAN WITH LANTERN
                         What's wrong with that one?

                                     RAY
                         Him? He's just drunk.

                                     CLAUDE
                         Yeah, nobody puts 'em away like old 
                         what's-his-name.

                                     RAY
                         Winston. His name's Winston.

                                     CLAUDE
                         Come on, Ray, better get Winston 
                         back to the truck.

               Claude and Ray hoist Winston's body to its feet. The man 
               raises his lantern, takes a closer look at Winston's face.

                                     MAN WITH LANTERN
                         This fella looks dead.

               Ray and Claude check for themselves.

                                     CLAUDE
                         Would you look at that, Ray. Winston 
                         up and died on us.

                                     RAY
                         Hell with him then. If he can't share 
                         the driving, he can't ride in the 
                         truck.

                                     MAN WITH LANTERN
                         He can ride with us.

               Suddenly, the men all have guns. And they're pointed at Ray 
               and Claude.

                                     MAN WITH LANTERN
                         So can you.

               INT. NATCHEZ JAIL -- NIGHT

               In a holding cell, Ray tests the window bars. Solid. 
               Meanwhile, Claude sits on a cot brooding darkly. Through the 
               bars, we see the rednecks laughing and passing around a bottle 
               of bootleg rum with the DEPUTY on duty.

                                     RAY
                         Man, this is gonna delay everything. 
                         Spanky's gonna be pissed.

                                     CLAUDE
                         Spanky's gonna be pissed? Poor Spanky. 
                         Fuck Spanky! What the hell kind of a 
                         name is Spanky, anyway? You're 
                         responsible for this situation. I 
                         blame you for everything. If it wasn't 
                         for you, I'd be home having a hot 
                         meal right now.

                                     RAY
                         If it wasn't for me, you'd be washing 
                         up on the beach at Coney Island right 
                         now.
                              (mocking Claude)
                         "I need all my thumbs and fingers 
                         for praying and doing good."

               The jailhouse door opens and Sheriff Pike walks in. He pauses 
               to give the prisoners the once-over. There's a fresh bandage 
               over the cut on his cheek.

                                     PIKE
                         What do we have here?

                                     DEPUTY
                         Billy Bob and the boys found them 
                         down down under the hill with Winston 
                         Hancock. He was dead. Looks like 
                         murder.

                                     PIKE
                         You don't say.

                                     DEPUTY
                         Looks like they was running rum. Got 
                         thirty six cases of evidence out 
                         back. You want I should call in the 
                         federal prosecutor?

                                     PIKE
                         Let's not drag the feds into this. I 
                         can think of better uses for that 
                         rum than letting it collect dust in 
                         some government warehouse up in 
                         Nashville.

               Pike winks at his deputy, then turns to regard the prisoners.

                                     PIKE
                         Besides, why bother with bootlegging 
                         when we got us a clear cut case of 
                         murder?

                                     RAY
                         Excuse me, sheriff. As we explained 
                         to your associate here, there's been 
                         a mistake. We didn't kill anybody. 
                         Now, as for the bootlegging, we happen 
                         to work for a very important man in 
                         New York.

                                     CLAUDE
                         That's right. Does the name Spanky 
                         Johnson mean anything to you?

                                     PIKE
                         Afraid not.

                                     RAY
                         Mr. Johnson is very well connected. 
                         If you were to let us go, I guarantee 
                         he would show you his appreciation, 
                         if you know what I mean.

                                     PIKE
                         Are you offering me a bribe?

                                     RAY
                         I'm just trying to pay the toll on 
                         the road to justice.

                                     PIKE
                         You may be able to buy your way out 
                         of trouble up in New York City, but 
                         down here we take murder seriously.

                                     CLAUDE
                         Look, man, how many times we gotta 
                         tell you people, we didn't kill that 
                         guy!

                                     PIKE
                         Well, if that's the case, then you 
                         don't have anything to worry about, 
                         do you?

               Pike turns his back on the prisoners and checks the time on 
               a gold pocket watch -- Ray's pocket watch. But from his cell, 
               Ray can't hear the mechanical tune.

                                     PIKE
                         Time to get home to the missus. See 
                         y'all in the morning.

               In the cell, Claude turns to Ray.

                                     CLAUDE
                         The man's gotta point. We're innocent, 
                         after all. I just gotta get a good 
                         night's sleep on this filthy mattress. 
                         Keep our heads on straight, stay 
                         cool, what's the worst thing that 
                         could happen to us?

                                                              SMASH CUT TO:

               INT. COURTROOM -- DAY

               The CAMERA Scorseses in on the JUDGE'S face...

                                     JUDGE
                         Life!

               The gavel comes down with a thundering crash. Stunned, Ray 
               and Claude resist the BAILIFFS' efforts to remove them from 
               the courtroom.

                                     RAY
                         Life?! How long is life? We were 
                         just walking back to the truck. We 
                         didn't do nothing! Fuck life!

                                     CLAUDE
                         Life?! What's life mean? There's no 
                         way I can do life. I got a job starts 
                         Monday morning!

               They continue to protest loudly as they are dragged bodily 
               through the door.

               EXT. COUNTRYSIDE -- DAY

               Blues music kicks in as a prison transport bus rolls down a 
               dirt road cutting through the bleak Mississippi Delta.

               INT. BUS (MOVING) -- DAY

               LONG-CHAIN CHARLIE, a white prison sergeant, sits behind the 
               wheel. A shot gun hangs within easy reach.

               The CAMERA MOVES BACK past grim-faced PRISONERS with their 
               hands and feet shackled. We arrive at Ray and Claude sitting 
               in grim silence as the bus lurches along.

               EXT. PRISON -- DAY

               The bus veers off the country road and passes under a sign: 
               MISSISSIPPI STATE PENITENTIARY. Sgt. Dillard's voice PLAYS 
               OVER.

                                     DILLARD (V.O.)
                         Welcome to the farm. Here you will 
                         be provided with ample opportunity 
                         to repay your debt to society through 
                         the rigors of hard labor...

               Ray and Claude stare out the window, getting their first 
               look at the harsh reality that awaits them. Cotton fields 
               stretch to the horizon in every direction. HOE-GANGS till 
               the earth under the watchful gaze of TRUSTY SHOOTERS...

                                     DILLARD (V.O.)
                         In between harvest and planting season 
                         we got fields need clearing, roads 
                         need building and ditches need 
                         digging. You will eat only what you 
                         can grow. Your crop don't come in, 
                         you'll go hungry. If you die, don't 
                         worry 'bout us none. We'll find 
                         somebody to replace you...

               Along the road, CONVICTS cast hard looks at the new men as 
               the cart passes. A WHITE SERGEANT on horseback shifts his 
               rifle and casually spits tobacco juice in the dirt...

               EXT. CAMP 8 -- DAY

               A low-slung, single-story bunkhouse surrounded by a dirt 
               yard. Two shooter shacks sit at diagonal corners of the yard. 
               In each shack, two trusties with rifles keep vigilant watch 
               over the camp. SGT. FRED DILLARD paces down the line of new 
               men as HOPPIN' BOB, an uncommonly ugly trusty, unlocks their 
               leg irons.

                                     DILLARD
                         This here is Camp 8. Camp 8 is for 
                         incorrigibles, so whatever you've 
                         done to get here, believe me, we're 
                         not impressed. You new men are 
                         probably noticing that we have no 
                         fences here at Camp 8. We don't need 
                         no fences, we have the gun line. It 
                         runs from shack to shack clear around 
                         the yard. You are now inside the gun 
                         line. If you step outside the gun 
                         line without my permission, you will 
                         be shot. If you trip and fall over 
                         the gun line, you will be shot. If 
                         you spit, if you pee, if you stick 
                         your ass out and take a dump over 
                         the gun line, you will be shot.

               Dillard plucks a hat off one of the new prisoners and tosses 
               it over the gun line. SHOTS ring out from the nearest shack. 
               The hat is torn to shreds.

                                     DILLARD
                         One of my trusties puts a bullet in 
                         you when you're trying to run, I'm 
                         liable to give him a pardon for saving 
                         me the trouble of tracking you down, 
                         so you can bet their aim is true.

               Dillard puts a cigarette in his mouth. Hoppin' Bob is right 
               there with the flame.

                                     DILLARD
                         My name is Sgt. Dillard. In the 
                         unlikely event that you need to 
                         address me, you call me boss. You 
                         already met this handsome fella right 
                         here. Hoppin' Bob's my ace boon coon. 
                         You run afoul of Hoppin' Bob, you 
                         run afoul of me.

               Nodding to Bob, Dillard saunters off.

                                     HOPPIN' BOB
                         New men, strip down!

               Ray and Claude share a look. Self-consciously, the men begin 
               to undress.

               INT. BUNKHOUSE -- DAY

               Double bunks line the walls, with a footlocker for each 
               inmate. As usual, there's a poker game going on.

                                     HOPPIN' BOB
                         Okay, ladies, got some fresh meat 
                         for ya!

               All activity comes to a halt as the new men shuffle into the 
               cage wearing their prison-issue "ring-arounds." Hoppin' Bob 
               slams the metal doors shut behind them.

                                     HOPPIN' BOB
                         We ain't got no wallflowers at Camp 
                         8. Everybody gotta dance eventually. 
                         But don't worry, they won't try 
                         nothing tonight. That would take all 
                         of the fun outta the courtship.

               The INCORRIGIBLES hungrily eye the new men in total silence. 
               Claude sticks close to Ray as they shuffle toward their 
               assigned bunks. The CAMERA SETTLES on a much younger WILLIE 
               LONG.

               EXT. COUNTRY ROAD -- MORNING

               The inmates jump down from the mule cart and grab hoes and 
               shovels. Because he can't count, Hoppin' Bob keeps track of 
               the men using a system all his own -- a PEBBLE in his pocket 
               for each man. Dillard stands by with his shotgun.

                                     DILLARD
                         Got three miles of ditch to clear 
                         today. Let's keep it moving!

               EXT. DITCH -- DAY

               The men of Camp 8 labor under the brutal mid-day sun. JANGLE 
               LEG, a handsome, muscular man, sings a verse to set the work 
               tempo. Up and down the line, a mighty chorus responds. The 
               CAMERA FINDS Ray and Claude swinging pick axes, sweating 
               profusely.

                                     CLAUDE
                         I don't believe this before Abe jive. 
                         I didn't go to night school to sing 
                         in no Mississippi Boys Choir!

               Claude stops to catch his breath and take off his shirt.

                                     RAY
                         I wouldn't do that if I was you.

                                     CLAUDE
                         Shut up. It's too damn hot. What do 
                         you know, anyway?

               A SHOT rings out. Claude hits the ground as a bullet kicks 
               up some dust nearby.

                                     RAY
                         Told ya.

               Claude looks up to see Dillard cracking pistachio nuts as 
               Hoppin' Bob puts another round in the chamber of his rifle.

                                     DILLARD
                         Why ain't his pick swinging?

                                     HOPPIN' BOB
                              (echoing)
                         Why ain't that pick swinging?

                                     CLAUDE
                         It's too hot, boss. I'm tired.

                                     HOPPIN' BOB
                         He says it's too hot, boss.

                                     DILLARD
                         Too hot, huh? Well, you tell that 
                         lazy jiggaboo the state of Mississippi 
                         ain't interested in his meteorological 
                         assessments.

                                     HOPPIN' BOB
                         Listen up, jiggaboo! State of 
                         Mississippi ain't interested in 
                         your... in your...
                              (off Dillard's look)
                         metropolitan assets!

                                     DILLARD
                         Tell him the state of Mississippi is 
                         only interested in getting this ditch 
                         cleared by sundown.

                                     HOPPIN' BOB
                         State of Mississippi wants this ditch 
                         cleared by sundown. You got that?!

                                     CLAUDE
                         I got it... boss.

                                     DILLARD
                         He don't sound like he's from 'round 
                         here.

                                     HOPPIN' BOB
                         He's from New York City. That one, 
                         too.

                                     DILLARD
                         New York. That's up north, ain't it? 
                         They'll find we do things different 
                         down here.

                                     RAY
                         We noticed.

               Annoyed, Dillard jabs the butt of his rifle into Ray's solar 
               plexus. Ray sinks to his knees in the dirt.

                                     DILLARD
                         Looks like we got a couple of live 
                         ones. How long these boys in for?

                                     HOPPIN' BOB
                         Judge gave 'em the long ride.

                                     DILLARD
                         Life, huh? They step outta line again, 
                         we'll shorten up that sentence real 
                         fast.

               Dillard swaggers off, dogged at the heels by the ever faithful 
               Hoppin' Bob. Resigned, Ray and Claude return to their labor.

               EXT. DITCH -- DAY

               The men rest in the ditch as BISCUIT, a slight inmate with a 
               red bandanna tied around his head, dispenses water, one ladle 
               per man.

                                     BISCUIT
                         Drink it up!

               Willie exchanges two cigarettes for a second ladle. POKER 
               FACE pulls a crumpled envelope from his shirt. His expression 
               never changes, hence the name.

                                     POKER FACE
                         Either of you new fellas know how to 
                         read? I've had this letter four months 
                         now.

                                     CLAUDE
                         You can't read? None of these guys 
                         can read?

                                     WILLIE
                         Last fella who could read made parole 
                         'round Christmas.

                                     POKER FACE
                         I don't even know who this is from.

                                     RAY
                         Here, gimme that.

               Ray unfolds the letter and scans it.

                                     RAY
                         It's from your mama's neighbor, Mrs. 
                         Tidwell. She thought you oughta know 
                         that your second cousin Bo died.

               The prisoners express their condolences. "Sorry, man." "That's 
               some bad news." "I know you loved Bo like a brother..."

                                     RAY
                         And your other cousin, Sally, on 
                         your daddy's side, she died.

               More sympathy from the men. "Ooh. Twice in one letter." "Rough 
               break, Poker Face..."

                                     RAY
                         Apparently, your sister died.

                                     POKER FACE
                         Jenny?

                                     RAY
                         No, it says Marleen here.

               Relief all around. "Thank goodness."

                                     RAY
                         Oh, wait, looks like Jenny died, 
                         too.

               "Bad luck, man." "That's harsh..."

                                     RAY
                         Then it goes on for a while about 
                         how the crop didn't come in on 
                         accounta the frost.
                              (flips over the page)
                         She finishes up with something about 
                         a tornado and how your mama and your 
                         daddy died in that. But don't worry 
                         none. She'll take care of the dog. 
                         That is, if it gets over the worms.

               The prisoners share dark looks. Ray folds up the letter and 
               hands it back to Poker Face.

                                     POKER FACE
                         Appreciate it.

                                     RAY
                         Anybody else need anything read?

               "No, man, we're good." The men shake their heads and return 
               letters and cards to their pockets. Jangle Leg nods and 
               switches places with one of the convicts, parking next to 
               Claude.

                                     JANGLE LEG
                         How you doin'?

                                     CLAUDE
                         I'm all right.

                                     JANGLE LEG
                         You ever done time before?

                                     CLAUDE
                         You kidding? I've been in and out of 
                         prison my entire life. Mostly in. 
                         I'm hard-core.

                                     JANGLE LEG
                         Then you won't have no problem making 
                         the adjustment. You need anything, 
                         help of any kind, gimme a holler. 
                         Name's Jangle Leg.

                                     CLAUDE
                         'Preciate it. Claude.

               As they shake, Jangle Leg inspects Claude's hand thoroughly.

                                     JANGLE LEG
                         Soft and supple. Like a lady's.

                                     CLAUDE
                              (eyes narrowing)
                         I try to moisturize regularly.

                                     HOPPIN' BOB
                              (over his shoulder)
                         Hey, Jangle Leg, what'd I tell you 
                         about pitching woo on the job?

                                     JANGLE LEG
                         Sorry, Cap'n.

               Claude snatches back his hand and gives Jangle Leg a hard 
               look.

                                     HOPPIN' BOB
                         Break's over! Back to work!

               As the men grab their tools and return to work, Claude leans 
               over to Ray.

                                     CLAUDE
                         Why do you think they call him Jangle 
                         Leg?

                                     RAY
                         Somebody just told me he wins the 
                         three-legged race every year.

                                     CLAUDE
                         So?

                                     RAY
                         He does it all by himself.

               INT. MESS HALL -- DUSK

               Wincing with each movement and covered in grime from the 
               day's labors, the new men bring up the back of the chow line. 
               COOKIE, the grub-slinger, slaps a large dollop of an 
               unidentifiable substance onto Ray's tray.

                                     RAY
                         What is that?

                                     COOKIE
                         Creamed chip beef on toast. Except 
                         we're outta beef, so I had to 
                         improvise.

                                     RAY
                         Can't I get one of those steaks you 
                         got grilling back there?

                                     COOKIE
                         Those are for trusties, unless you 
                         got thirty cents or two packs of 
                         cigs.

               Another prisoner lays down some tobacco and gets a juicy 
               steak. Ray grabs a hunk of corn bread and makes his way to 
               the back of the room. Claude steps up, holds out his tray 
               for Cookie.

                                     CLAUDE
                         Excuse me, I don't like it when the 
                         food touches each other, so if you 
                         could just --
                              (SPLAT!)
                         -- keep everything separate.

               Disappointed, Claude turns to discover that the only seat 
               left is next to Ray. Scowling, he limps toward it.

               Jangle Leg's eyes follow Claude as he approaches the table. 
               Biscuit smacks him.

                                     BISCUIT
                         Eyes front, mister!

               Claude sits down and promptly goes to work scraping his burnt 
               toast with his knife. The irritating sound slowly brings the 
               entire room to dead silence. All eyes fall on Claude. Scratch, 
               scratch, scratch...

                                     COOKIE
                              (stepping up)
                         Problem with the toast?

                                     CLAUDE
                         It's fine now.

               Cookie glowers and takes a seat.

                                     RAY
                         Stop aggravating people. Just eat 
                         your food.

               As the room returns to normal, Claude starts polishing his 
               fork with his shirttail. Irritated, Ray shoots him a look.

                                     CLAUDE
                         This fork is filthy.

                                     RAY
                         The fork is the least of your worries, 
                         Claude.

               Undeterred, Claude breathes on his fork and polishes it some 
               more. Disgusted, Ray pushes aside his plate.

                                     RAY
                         What's your name?

                                     WILLIE
                         Me? Willie Long.

                                     RAY
                         What are you in for, Willie?

                                     WILLIE
                         That's a long story...

                                     RADIO
                         When he was 13 years old he killed a 
                         son-of-a-bitch with a claw hammer.

                                     WILLIE
                         They never proved that.

                                     CLAUDE
                         What a second, you've been in here 
                         since you were thirteen?

                                     RAY
                         What about you, Radio?

                                     RADIO
                         Armed robbery.

                                     JANGLE LEG
                         Damn liar. Bitch killed his sister 
                         with an axe.

                                     RADIO
                         She was my half-sister. Shit, I ain't 
                         the son-of-a-bitch who poisoned my 
                         own parents.

                                     BISCUIT
                              (protective)
                         They deserved it. Very strict.

                                     POKER FACE
                         What about you, Biscuit? You nearly 
                         skinned your poor old landlady alive.

                                     COOKIE
                         At least he didn't kill Santa Claus 
                         with his bare hands.

                                     RAY
                         You killed Santa Claus?

                                     BISCUIT
                              (scolding)
                         On Christmas Eve.

                                     POKER FACE
                         He wasn't the Santa Claus, he was 
                         just wearing the suit and ringing a 
                         bell.

                                     WILLIE
                         What did you guys do?

               The whole table waits expectantly for their reply.

                                     RAY
                         I kinda lost track of how many people 
                         we killed that night. Must have been 
                         15 or twenty -- not counting women 
                         and children. It was a real bloodbath. 
                         All that screaming...

                                     CLAUDE
                         Pack of lies. Don't listen to him. 
                         We didn't kill nobody. We were 
                         railroaded. And we gonna prove that.

                                     RAY
                         He just blocked it out. Nigger's 
                         crazy. He's the one who did all the 
                         stabbing. He's capable of some heinous 
                         shit.
                              (thumbing down the 
                              table)
                         How 'bout him down there?

               At the end of the table, GOLDMOUTH, a hulking specimen, snarls 
               menacingly, flashing a glittering set of teeth.

                                     WILLIE
                         Goldmouth? They say he was born out 
                         back behind the shithouse. That's 
                         what they say.

                                     RAY
                         You all been here a long time. Doesn't 
                         anybody ever escape from this place?

                                     WILLIE
                         They run but they never get too far.

                                     RADIO
                         Couple years back, Cookie made it 
                         clear to Greenville.

                                     RAY
                         Greenville, that the nearest town?

                                     WILLIE
                              (nodding)
                         It's a two-day walk if you don't get 
                         lost. Take a mighty cagey country 
                         boy to navigate the woods and bayous 
                         between here and there.

                                     BISCUIT
                         Those dogs they got can sniff a skid 
                         mark in your underpants from a half-
                         mile off.

                                     RAY
                         Alright, well, let's say you make it 
                         to Greenville. What's there, anyway?

                                     COOKIE
                         Grandma Dodi's Pork Rib Joint.

                                     POKER FACE
                         That's where they nabbed him.

                                     COOKIE
                         Didn't even get to have my peach 
                         cobbler.

                                     WILLIE
                         The most important thing they got in 
                         Greenville is a train that heads up 
                         north.

               Just then, Goldmouth stands up, casting a shadow over Claude.

                                     GOLDMOUTH
                         Hey, girl, you gonna eat your corn 
                         bread?

               Claude looks up, considering his options.

                                     CLAUDE
                         No, man. I want you to have it.

                                     RAY
                         Wait up there, Claude. You give that 
                         guy your corn bread and the next 
                         thing you know you'll be ironing his 
                         shirts and clipping his toenails.

                                     GOLDMOUTH
                         Maybe I oughta eat your corn bread.

                                     RAY
                         My corn bread? Oh no, my friend. I 
                         love corn bread.

               Ray picks up his corn bread and takes a huge bite out of it, 
               rolling his eyes with enthusiasm.

                                     RAY
                         I thought my mama made good corn 
                         bread but this is really something 
                         special.

               Ray looks at the faces around the room, smiles broadly. 
               Goldmouth is getting embarrassed.

                                     RAY
                         Who knew I'd have to come all the 
                         way down to this here prison, deep 
                         in the asshole of the great state of 
                         Mississippi, to find such a tasty 
                         piece of corn bread?

               The prisoners begin to laugh. Ray's got them now.

                                     RAY
                         And who knew that in this great corn 
                         bread-making institution I'd come 
                         face to face with the biggest, 
                         ugliest, stinkiest, ugliest gold-
                         mouthed negro in the entire world. 
                         Now get out of my face before I lose 
                         my appetite!

               EXT. CAMP 8 YARD -- DUSK

               A punch sends Ray sprawling in the dust. Goldmouth looms 
               over him. The incorrigibles form a circle around the 
               combatants. Poker Face, the camp bookie, is taking all bets.

                                     GOLDMOUTH
                         How you like your corn bread now, 
                         New York?

               Goldmouth and Ray square off. Goldmouth swings, Ray ducks 
               and counters with a swift jab to the gut. Goldmouth just 
               flashes a shiny grin and clobbers Ray with a fist the size 
               of a Thanksgiving turkey. Ray sinks to the dust. Radio drops 
               down near him.

                                     RADIO
                         Come on, New York, you can do better 
                         than that! Get up and show him how 
                         they do it in Harlem!

               Ray shakes his head and staggers back to his feet. He circles 
               the big man and gets in a couple of good shots, much to the 
               crowd's approval. Goldmouth shakes his head and wipes the 
               blood from his nose. Now he's mad. He grabs Ray by the shirt 
               and delivers a crushing blow. Ray reels backward into Cookie's 
               arms.

                                     COOKIE
                         I appreciate you going to all this 
                         trouble over my corn bread. I don't 
                         get a lot of compliments in my line 
                         of work.

               Cookie shoves Ray back into the ring for more punishment. 
               Claude emerges from the mess hall, munching on a piece of 
               corn bread. He squeezes in between Poker Face and Willie.

                                     WILLIE
                         Your pal's getting the tar whipped 
                         out of him on your account.

                                     CLAUDE
                         How many times I got to tell you? He 
                         ain't my pal. Besides, he looks like 
                         he knows what he's doing.

               Just then Claude winces as Goldmouth delivers a jaw-crushing 
               uppercut that knocks Ray on his back. Claude bristles under 
               the incriminating looks coming at him from all directions.

                                     CLAUDE
                         Alright, alright...

               Claude crouches down as Ray rolls over on his stomach and 
               pushes himself up onto all fours. His eyes are swollen shut, 
               his face covered with blood.

                                     CLAUDE
                         Hey, Ray, I think you made your point, 
                         whatever that is. Maybe now's a good 
                         time to throw in the towel. You know 
                         what I'm saying?

               Ray manages a smile and staggers to his feet.

                                     RAY
                              (slurring)
                         Shit, Goldmouth. Back in New York, I 
                         know bitches who hit harder than 
                         you.

               Goldmouth pulls back his fist and lets it fly. Ray hurtles 
               through the crowd, collapsing in the dust. Willie steps in.

                                     WILLIE
                         The man's taken enough of a beating. 
                         Let's get him inside.

               Cookie, Radio and Poker Face raise Ray to his feet. Goldmouth 
               slings him over his shoulder and carries him toward the 
               bunkhouse. Dazed, Ray catches Claude's eye.

                                     RAY
                         Got him good, huh, Claude? He won't 
                         be bothering us anytime soon.

               A quick elbow jab from Goldmouth and Ray is out for good. 
               Disgusted with himself, Claude tosses what's left of the 
               corn bread to the mangy dog, who makes short work of it.

                                     BISCUIT
                              (wagging a finger)
                         Shame, shame, that's your name.

                                                             FADE TO BLACK:

               INT. MESS HALL -- DAY

               On Sundays, the mess hall also serves as a chapel. From a 
               makeshift pulpit, the blind REVEREND CLAY and his DAUGHTER 
               lead the congregation of convicts in a rousing chorus of 
               "Down by the Riverside."

               EXT. CAMP 8 YARD -- DAY

               The gospel music filters into the yard, where the prisoners 
               mingle with kinfolk.

               EXT. SGT. DILLARD'S HOUSE -- DAY

               MRS. DILLARD hums along with the gospel music as she places 
               a couple of freshly-baked pies on the window sill to cool.

               EXT. CAMP 8 YARD -- DAY

               The CAMERA FINDS Claude and Daisy walking hand in hand toward 
               a simple shack just beyond the gun line. This is the TONK 
               HOUSE and Dillard is the gate keeper.

                                     CLAUDE
                         Request permission to go to the tonk, 
                         boss.

               Dillard considers Daisy.

                                     DILLARD
                         I don't see no wedding ring, Banks. 
                         Conjugal visits are for married 
                         prisoners only.

                                     CLAUDE
                         You think you could make an exception 
                         just this once, boss? She came all 
                         the way down from New York.

                                     DILLARD
                         I don't need the Baptists on my back, 
                         but I suppose I could issue a 
                         temporary marriage license for a 
                         nominal fee.

               Daisy gets the picture. She reaches into her purse and hands 
               Dillard a couple of dollars.

                                     DILLARD
                         I now pronounce you man and wife.
                              (calling to the shooter 
                              shack)
                         Claude Banks going to the tonk!

               Claude takes Daisy's hand and leads her over the gun line.

               ACROSS THE YARD

               Ray watches Claude and Daisy step into the tonk house. Then 
               he returns to a game of horseshoes, tossing a ringer. Nearby, 
               Biscuit gives Jangle Leg a haircut.

                                     RAY
                         Biscuit, when you're done with Jangle 
                         Leg, you think you could squeeze me 
                         in?

                                     BISCUIT
                         Thought you'd never ask. Biscuit 
                         needs some gravy.

                                     RAY
                         I'm talking about a haircut.

                                     BISCUIT
                         Cost you a pair of nylons.

                                     POKER FACE
                         Hey, Ray, Goldmouth don't believe 
                         me. Ain't it so they got trains up 
                         in New York City that run under the 
                         streets?

                                     RAY
                         They're called subways. A nickel 
                         will take you from one end of 
                         Manhattan to the other. Helluva ride, 
                         too.

               Radio looks up from a vacuum tube receiver he's busy 
               repairing.

                                     RADIO
                         Hey, Ray, you ever been to the Cotton 
                         Club?

                                     RAY
                         Sure I've been to the Cotton Club. 
                         It's pretty sweet. But it don't hold 
                         a candle to the Boom Boom Room. That's 
                         where the real action is.

                                     WILLIE
                         What's the Boom Boom Room?

                                     RAY
                         That's my joint. The swinginest 
                         nightclub in town.

                                     COOKIE
                         You got your own nightclub?

                                     RAY
                         Well, not yet. It's still in the 
                         planning stages.

                                     GOLDMOUTH
                         So it don't exist.

                                     RAY
                         Just because it's in my mind, 
                         Goldmouth, don't mean it ain't real. 
                         Everything worth anything starts 
                         with a dream.

               Hoppin' Bob calls to Ray from the gun line.

                                     HOPPIN' BOB
                         Gibson! Got yourself a visitor!

               Ray turns to find his MOTHER, a handsome woman in a floral 
               dress, coming toward him.

                                     RAY
                         Mama?

                                     MAMA GIBSON
                         Rayford!

               The incorrigibles elbow each other and repeat the name 
               "Rayford" as Mama Gibson envelops her son in a fleshy embrace, 
               smothering him with kisses.

                                     RAY
                         What are you doing here, mama?

                                     MAMA GIBSON
                         I heard some things so I went to see 
                         Spanky Johnson. He told me what 
                         happened and gave me some money to 
                         get down here. What happened to your 
                         face?

                                     RAY
                         Don't worry about that. Hey, fellas, 
                         this here is my mama. These are some 
                         of my friends. That's Willie, there's 
                         Poker Face, Radio, Cookie, Goldmouth, 
                         Biscuit, Jangle Leg.

               The motley crew gathers around, nodding politely. Goldmouth 
               flashes a golden grin. Willie gallantly doffs his cap.

                                     WILLIE
                         Mrs. Gibson. Shame on Rayford here 
                         for failing to mention that he had 
                         such a beautiful mama.

               Mama manages a half-hearted smile, clutching her bag.

                                     MAMA GIBSON
                         Nice to meet you all.

                                     GOLDMOUTH
                         How was your train ride?

                                     MAMA GIBSON
                         Quite comfortable, thank you.

                                     COOKIE
                         Them cookies in there?

                                     MAMA GIBSON
                         Yes, oatmeal.

                                     RADIO
                         'Scuse me, you got any batteries on 
                         you?

                                     MAMA GIBSON
                         No. No I don't.

               Biscuit sides up, fingering her dress.

                                     BISCUIT
                         That's a lovely dress. Make it 
                         yourself?

                                     MAMA GIBSON
                              (vaguely unsettled)
                         Yeah...

               EXT. PORCH -- DAY

               Ray and his mama sit in the shade.

                                     RAY
                         This is a big surprise, mama. I sure 
                         didn't expect to see you down here.

               A long, uncomfortable beat. Mama's lip starts to tremble.

                                     MAMA GIBSON
                         Rayford, I wanted so much more for 
                         you than this.

                                     RAY
                         Don't cry, mama. This place ain't so 
                         bad as it looks. Sure, we work hard, 
                         but there's plenty fresh air and 
                         sunshine... And you know something 
                         else, I've taken to going to church 
                         regular. They got services every 
                         Sunday right there in the mess hall.

                                     MAMA GIBSON
                         Don't you lie to me, Rayford.
                              (composing herself)
                         You still have your daddy's watch?
                              (Ray shakes his head)
                         Well, this is all I can give you. I 
                         wish it was more.

               She puts some money in his hand.

                                     RAY
                         I can't take that, mama.

                                     MAMA GIBSON
                         Don't argue with me. You need it 
                         more than I do. I know how a little 
                         money can help in a place like this.

               Reluctantly, Ray stashes the money in his pocket.

                                     RAY
                         I can't believe this. I always said 
                         I'd never end up like this. I thought 
                         I'd make something of myself, do 
                         something with my life. You know, be 
                         successful. Have a big house, a 
                         family. Now I'm gonna end up just 
                         like daddy.

                                     MAMA GIBSON
                         Don't say that, Rayford. Don't ever 
                         say that. He gave up hope. That's 
                         where you gotta be different.

                                     RAY
                         They gave me life, mama.

                                     MAMA GIBSON
                         I gave you life. And they can't take 
                         it away from you. Remember that. 
                         You'll get outta here someday. I 
                         believe that. You gotta believe it, 
                         too.

               INT. TONK HOUSE -- DAY

               Reclining on a straw mattress, Claude watches intently as 
               Daisy gets dressed. The rickety door reverberates with a 
               loud pounding.

                                     HOPPIN' BOB
                              (off)
                         Time's up, Banks! We got a crowd 
                         gathering out here!

               Claude leaps from the bed and slams his fist against the 
               door.

                                     CLAUDE
                         Woman came all the way from New York, 
                         goddamnit! We'll come out when we're 
                         good and ready!

               Daisy quickly buttons up her dress.

                                     CLAUDE
                         Did you go see my cousin Maynard 
                         like I asked you in my letter?

                                     DAISY
                         Of course I did. He said he'd file 
                         an appeal right away. You didn't 
                         tell me he was so good looking.

                                     CLAUDE
                         Yeah, that side of the family has 
                         all the looks and none of the brains. 
                         I hope he don't mess things up.

                                     DAISY
                         He seemed like a pretty good lawyer 
                         to me. His offices take up an entire 
                         floor of that big, new building on 
                         125th Street, and he was using all 
                         these words I never heard before. He 
                         even offered me a job.

                                     CLAUDE
                         A job, huh? Well, that's nice, real 
                         nice. You won't have to work long. 
                         I'll be back soon enough. After I 
                         start work at First Federal Bank of 
                         Manhattan, I'll be keeping you in 
                         style. Everything will get back to 
                         normal again. That's a promise.

               Daisy smiles weakly and looks away. She doesn't have much 
               faith in this promise.

                                     DAISY
                         Listen, Claude, Maynard wanted to 
                         know if he should file the appeal on 
                         behalf of your friend, too.

                                     CLAUDE
                         Ray Gibson?
                              (thinks about it)
                         No, no. He's the reason I'm in here, 
                         Daisy. For all I know, he's got a 
                         record a mile long. I got a better 
                         shot of getting out of here on my 
                         own. You tell Maynard to think about 
                         me, concentrate on me. Understand?

                                     DAISY
                         Sure, Claude, whatever you say.

               EXT. COUNTRY ROAD -- DAY

               The prisoners jump down from the cart and grab hammers and 
               pick axes as Hoppin' Bob keeps count with pebbles.

                                     DILLARD
                         We lost yesterday on accounta the 
                         rain. That means we gotta make up 
                         for it today, so put your backs to 
                         it.

                                     HOPPIN' BOB
                         You heard the boss! Let's move!

               Ray and Claude jump down after Willie.

                                     WILLIE
                              (squinting at the sun)
                         Looks like a scorcher.

                                     RADIO
                         I bet the son of a bitch goes over a 
                         hundred and ten.

                                     POKER FACE
                         I'll take that action.

               EXT. FIELD -- DAY

               The long line levels a road to a work tune being sung by 
               Jangle Leg.

               Dillard checks the thermometer on the truck -- 90 degrees 
               and rising. Mopping his brow, he starts down the line.

               The sun arcs overhead, a blazing inferno... Heat rises off 
               the road... The men sweat profusely... "Taking it off here, 
               boss!" echoes up and down the line.

               Biscuit has his work cut out for him, lugging a water bucket 
               from man to man, offering the ladle.

               The sun... the hammer... the ladle... the axe... the sun... 
               the hammer... the ladle... the axe... The mercury hits 110 
               degrees...

               A NEW GUY lets his hammer slip from his fingers, collapses 
               in the dirt. Radio nods to Poker Face, who hands him a pack 
               of cigs.

                                     WILLIE
                         Man down, boss!

               Dillard uses his foot to roll the stricken man over. He's 
               still alive. Barely.

                                     DILLARD
                         You two, put him on the truck!

               Ray and Claude drop their tools, grab the man by his arms 
               and legs and lug him up to the road. Once out of earshot, 
               Ray whispers to Claude.

                                     RAY
                         Cookie drew me a map to Greenville.

                                     CLAUDE
                         So?

                                     RAY
                         You know what I'm saying.

                                     CLAUDE
                         Yeah, I know what your saying. And 
                         I'm saying if you made it that far, 
                         they'd be watching every train that 
                         pulls out of that station.

                                     RAY
                         That's why we won't take the train. 
                         Cookie showed me where there's a 
                         farm house. They got a boat there.

                                     CLAUDE
                         What do you know about boats? I bet 
                         you can't even swim.

               They reach the truck. With effort, they swing the man back 
               and forth and launch him into the back of the truck.

                                     RAY
                         What I know about boats is they take 
                         you to freedom. Come on, man. I think 
                         we can do this.

                                     CLAUDE
                         Why are you always talking about we? 
                         There is no we. There is a me, there 
                         is a you. But there is no we between 
                         us.

                                                               HARD CUT TO:

               INT. BUNKHOUSE WASHROOM -- DAY

               Ray and Claude continue their conversation as they lather up 
               for a shave.

                                     RAY
                         You want out of this place, don't 
                         you? Don't tell me you're starting 
                         to like it here.

                                     CLAUDE
                         No, I don't like it here. Look around. 
                         There's nothing but ass. Male ass! 
                         Balls and ass! Believe you me, I'm 
                         getting out of here.

                                     RAY
                         What does that mean?

                                     CLAUDE
                         Forget it.

                                     RAY
                         I'm not gonna forget it. What does 
                         that mean? If you've got a plan, I 
                         think I have a right to know about 
                         it. I told you my plan.

                                     CLAUDE
                         Getting a map from a chubby chef 
                         named Cookie? Dragging our asses 
                         through the swamps in search of some 
                         worm-eaten boat? That ain't a plan, 
                         that's a vacation for two in the 
                         hole. When you've got a map to New 
                         York City, you get back to me.

               Claude splits. Scowling, Ray finishes up his shave.

               INT. BUNKHOUSE -- NIGHT

               Moonlight streams through the barred windows of the cage. 
               Exhausted from the day's work, each man stretches out 
               painfully in his bunk.

                                     JANGLE LEG
                         Sure was hot out there today.

                                     COOKIE
                         Still too hot to sleep.

                                     RADIO
                         Every bone in my body feel like a 
                         big son-of-a-bitch dog got hold of 
                         it.

                                     GOLDMOUTH
                         I can't wait 'til Sunday.

                                     CLAUDE
                         What's so great about Sunday? Monday's 
                         right after it.

               Restless, Radio rolls over.

                                     RADIO
                         Hey, Ray, what's the name of that 
                         nightclub of yours?

                                     RAY
                         You mean the Boom-Boom Room?

                                     RADIO
                         That's it. The Boom-Boom Room. Sure 
                         would like to see that place when 
                         you get it up and running.

                                     RAY
                         You should have come by last night, 
                         Radio. You woulda had yourself some 
                         fun.

                                     WILLIE
                         Last night? What are you talking 
                         about, Ray?

                                     RAY
                         I'm talking about old Satchmo nearly 
                         blew the roof off the joint.

                                     POKER FACE
                         Who?

                                     RAY
                         Satchmo.

                                     GOLDMOUTH
                         You mean Louis Armstrong?

                                     RAY
                         He's a good friend of mine. Drops by 
                         the club whenever he's in town.

                                     CLAUDE
                         Hey, do we have to listen to this 
                         bullshit? I'm trying to get some 
                         sleep around here.

               "Shut up, Claude!" echoes around the room. Irritated, Claude 
               thumps his pillow and turns his back on the room.

                                     RAY
                         Yeah, things were hot last night, 
                         but you'll never guess who's playing 
                         tonight.

               BLAM! A high horn note sounds.

                                                                 SMASH CUT:

               CLOSE-UP -- Biscuit, all dolled up and flashing a million-
               dollar smile. She begins to sing.

                                     BISCUIT
                         A tisket a tasket...

               Biscuit is up on a makeshift platform in the bunkhouse, 
               lipsyncing to Ella Fitzgerald. But its not the depressing 
               bunkhouse anymore, it has transformed into Ray's Boom-Boom 
               Room. PULL OUT SLOWLY as Ray, decked out in a sleek tuxedo 
               steps in front of the CAMERA. He speaks into the CAMERA as 
               he walks...

                                     RAY
                         That's right, fellas. Catch any cab 
                         heading uptown. All the drivers know 
                         Ray's Boom-Boom Room.

                                     GOLDMOUTH (O.S.)
                         Hey, Ray...

               Ray looks to his left, sees Goldmouth in the old bunkhouse.

                                     GOLDMOUTH
                         Where am I at, man?

                                     RAY
                              (in nightclub)
                         C'mon, Goldmouth, somebody's gotta 
                         watch the front door.

               The CAMERA PANS off Ray to Goldmouth, in a tuxedo, at the 
               front door of the nightclub with two lovely ladies. He waves 
               to himself, sitting on his bunk. Himself waves back, smiling 
               like a kid in a candy store.

               Willie is behind the bar, serving drinks to three gorgeous 
               SKIMMIES.

                                     WILLIE
                         Hey, Ray, I could get used to this!

               CLOSE ON Cookie sitting a table eating a huge porterhouse. 
               The CAMERA DOLLIES around to find Ray eating with him.

                                     COOKIE
                         Ray, my man, this steak is like 
                         butter!

                                     RAY
                         Made just for you, Cookie.

                                     COOKIE
                         How about some steak sauce?

                                     RAY
                         No problem. Oh, boy!

               Ray motions to a busboy clearing a table. It's Claude.

                                     RAY
                         How about some Worchestershire sauce! 
                         And clean that damn table.

               Claude grimaces.

                                                                    CUT TO:

               Willie laughing, Goldmouth laughing, Poker Face in the bunk 
               laughing.

                                     POKER FACE
                         Hey, Ray, I know you got some 
                         gambling!

                                                                    CUT TO:

               Ray at a craps table holding a pair of dice. He looks at 
               Poker Face on his bunk.

                                     RAY
                         C'mon, Poker Face, what's a club 
                         without some dice?

               The CAMERA PULLS BACK as Ray throws the dice. A perfect seven. 
               The CAMERA PANS UP to Poker Face in a tux clutching a fistful 
               of cash.

                                     POKER FACE
                         Lucky seven! My nigger! Let it ride!

               Across the room, Jangle Leg, in a tux, sits at the piano. 
               Radio, also in a tux, beats on the drums.

                                     JANGLE LEG
                         Sing, girlfriend!

               Biscuit sings the song, smiling lovingly at her man. Everyone 
               is having a great time in Ray's Boom-Boom Room, until...

               Whistles blow. At the front door, Hoppin' Bob appears with 
               FIVE TRUSTIES dressed in police outfits. The incorrigibles 
               scatter.

                                     RADIO
                         Hey, Ray, looks like trouble!

               A hard white light from Hoppin' Bob's flashlight shines 
               directly into the CAMERA.

               CLOSE ON Ray, in his bed, back in the old bunkhouse. The 
               music stops abruptly. He shields his eyes from the harsh 
               light. Hoppin' Bob is looming over him. It's back to reality.

                                     HOPPIN' BOB
                         You don't shut up, you're gonna spend 
                         the rest of the night in the hole, 
                         Gibson! That goes for the rest of 
                         you girls, too. I don't want to hear 
                         another peep about no Boom-Boom 
                         fucking Room!

               A loud burst of flatulence cuts through the darkness. Hoppin' 
               Bob turns his flashlight on Cookie.

                                     COOKIE
                         Sorry, Cap'n.

               Scowling, Hoppin' Bob steps out of the cage and locks the 
               door behind him. The men slowly settle back in.

                                     RADIO
                              (whispering)
                         Pretty good story, Ray. Didn't much 
                         care for the ending though.

               Lights out at Camp 8.

               EXT. CAMP 8 -- YARD -- DAY

               Claude's playing pepper with Radio, Jangle Leg and Poker 
               Face.

                                     DILLARD
                         Mail call!

               The incorrigibles quickly gather around as he calls off names, 
               passing cards and letters through the crowd.

                                     DILLARD
                         Craddock!... Williams... Henshaw!... 
                         Banks!

                                     CLAUDE
                         Here!

               Dillard hands the letter to Ray, who glances at it before 
               passing it back to Claude.

                                     RAY
                              (reading)
                         Maynard Banks, Esquire. Attorney at 
                         law.

                                     CLAUDE
                         Gimme that. That doesn't concern 
                         you.

                                     RAY
                         I'm sure it don't.

               INT. CAMP 8 BUNKHOUSE -- DAY

               Claude rips open the letter. A profound disappointment settles 
               over him as he reads the news from cousin Maynard. Bitterly, 
               he crumples up the letter and tosses it down.

               EXT. FIELD - DAY

               Dillard strolls down the line with his rifle over his 
               shoulder. Under his watchful gaze, hoes rise and fall. After 
               he passes, Claude moves a little closer to Ray.

                                     CLAUDE
                         What's up, Ray?

                                     RAY
                              (cool)
                         Claude.

                                     CLAUDE
                         Sure is hot today. Think it'll rain 
                         later?

                                     RAY
                         What do you want, Claude?

                                     CLAUDE
                         What do I want? What makes you think 
                         I want something?

                                     RAY
                         My daddy always said when a man starts 
                         talking about the weather keep you 
                         hand on your wallet.

                                     CLAUDE
                         Your daddy must have been a helluva 
                         guy, a deep man, a wise man. Sure 
                         wish I could have met him --

                                     RAY
                         Cut the bullshit. What do you want, 
                         Claude?

                                     CLAUDE
                              (clearing his throat)
                         You still got that map?

                                     RAY
                         Yeah.

                                     CLAUDE
                         Well, if you're still thinking about 
                         booking it, I want in. I think we 
                         can make it.

                                     RAY
                         We? Did I hear you say we? As I 
                         recall, you're the one who said there 
                         is no we. Guess we got some bad news 
                         in that letter, huh?

                                     CLAUDE
                         Look, my cousin Maynard is a lawyer. 
                         He filed an appeal on my behalf --

                                     RAY
                         On your behalf. What happened to we?

                                     CLAUDE
                         The appeal was denied. Then Daisy 
                         went and fell for Maynard. They're 
                         engaged to be married, can you believe 
                         that?

                                     RAY
                         Well, let's just think about that 
                         for a moment. He's a successful lawyer 
                         up in New York City and you're down 
                         here with a bright future in the 
                         cotton picking business. Eeny, meeny, 
                         miney, Maynard.

                                     CLAUDE
                         Come on, man. Don't shut me out. I'm 
                         telling you, you and me, that map, 
                         we can go places.

                                     RAY
                         You know what, Claude? This whole 
                         time we've been down here, you've 
                         done nothing but think about yourself, 
                         acting like this whole thing is my 
                         fault. That plan with your cousin, 
                         did that include me?

               A long beat.

                                     CLAUDE
                         No.

                                     RAY
                         At least you're honest for once. So 
                         now you want to be my friend? Well, 
                         let me tell you something, Claude-my-
                         shit-don't-stink-Banks. You got a 
                         lot to learn about friendship.

                                     CLAUDE
                         Does that mean I'm in?

                                     RAY
                         I don't think so, Claude. You'd just 
                         slow me down. We'd have to stop every 
                         five minutes so you could polish 
                         your silverware. There's no way around 
                         it, you're soft.

                                     CLAUDE
                         What'd you say?

                                     RAY
                         I said you're soft.

                                     CLAUDE
                         Don't call me that. You know I hate 
                         it when you call me that.

               Ray gets in Claude's face and silently mouths the word -- 
               "soft." Claude throws down his hoe and sinks his fist deep 
               into Ray's gut.

                                     CLAUDE
                         Damn, that felt good. I should have 
                         done that the first time I met you.

               Ray touches the blood coming from his nose. Eyes blazing, he 
               tackles Claude, dragging him to the ground. The two men roll 
               around, trying to strangle each other.

               Hoppin' Bob hustles down the hill and drags Ray off of Claude. 
               But Claude comes back for more. Hoppin' Bob finds himself in 
               the middle of the fray.

               That's when the cavalry arrives. Two trusties use their rifles 
               to crack Ray and Claude over the backs of their heads, sending 
               them both down for the count.

               Hoppin' Bob empties his canteen over their faces. They sputter 
               back to consciousness.

                                     HOPPIN' BOB
                         Now you girls set aside your 
                         differences and get back to work or 
                         I'll see to it --

                                     RAY
                         -- we'll spend a night in the hole. 
                         We heard this shit before.

               Ray and Claude stagger to their feet and pick up their tools. 
               Hoppin' Bob and the trusties head back up the hill. Ray starts 
               to chuckle.

                                     CLAUDE
                         What the fuck are you laughing about?

               Ray opens his palm to reveal TWO PEBBLES. Claude regards Ray 
               with new-found respect.

               EXT. COUNTRY ROAD -- SUNDOWN

               One by one, the prisoners of Camp 8 climb into the mule carts 
               under the watchful eye of Hoppin' Bob. As each man passes, 
               he removes a pebble from his pocket. The last one in is 
               Willie. Hoppin' Bob's pocket is now empty.

                                     HOPPIN' BOB
                         All in, boss!

                                     DILLARD
                         Move it out.

                                     HOPPIN' BOB
                         Movin' it out, boss.

               Dillard spurs his horse, escorting the mule carts back to 
               camp.

               EXT. FIELD -- SUNDOWN

               As the carts fade into the distance, Ray and Claude pop up 
               from a roadside ditch and take off for a grove of trees in 
               the opposite direction.

               EXT. WOODS -- SUNDOWN

               Running for all they're worth, Ray and Claude crash through 
               the bramble. Claude trips over a root and sprawls face first 
               in the bushes. Ray turns around and helps him to his feet. 
               Claude is still laughing giddily. He throws his arms around 
               Ray.

                                     CLAUDE
                         You did it, man! You got us out! 
                         Next stop, New York City!

                                     RAY
                         New York's a long way's off. Let's 
                         just keep moving, okay?

               As Ray and Claude disappear into the woods...

                                                               DISSOLVE TO:

               INT. BUNKHOUSE -- NIGHT

               Radio's pulling in some jazz music out of New Orleans. 
               Prisoners hit their bunks as the floorwalker does the nightly 
               head count. He stops at Claude and Ray's empty bunks, glancing 
               around, puzzled.

               EXT. DILLARD'S PORCH -- NIGHT

               Dillard smokes a cigarette on the swing. His wife steps out 
               with a fresh bourbon and ice. Suddenly, SIRENS start to wail 
               and emergency floodlights blaze to life at Camp 8.

               EXT. FIELD -- NIGHT

               Hounds scramble down from the back of a truck and gather 
               around the DOG BOY. He holds out a handful of soiled laundry 
               and a dozen snouts sniff it thoroughly.

               Nearby, Dillard gathers a DOZEN MEN with rifles and 
               flashlights into a posse. He puts a cigarette in his mouth. 
               Hoppin' Bob lights it for him.

               EXT. WOODS -- NIGHT

               Trees rise ominously around Ray and Claude as they push 
               through dense underbrush.

                                     CLAUDE
                         I know these trees all look the same, 
                         but I'm getting an awful familiar 
                         vibration from this one right here. 
                         You sure you know where we're going?

                                     RAY
                         Absolutely. The map is very clear.

                                     CLAUDE
                         Let me take a look at that map.

               Claude considers it from various angles.

                                     CLAUDE
                         You call this a map? What was Cookie 
                         smoking when he drew this?

                                     RAY
                         Cookie didn't draw it. I did.

                                     CLAUDE
                         You drew this?!

                                     RAY
                         I knew you wouldn't come if I didn't 
                         have a map.

                                     CLAUDE
                         That gripes my soul, man. We're out 
                         here in the middle of nowhere. There 
                         is shit nibbling at my balls! Don't 
                         tell me you don't know where we're 
                         going!

               Ray shrugs and presses on. Dumbfounded, Claude considers the 
               map again, then tears it to shreds. The braying of hounds 
               echoes through the trees.

                                     CLAUDE
                         Hey, wait up!

               EXT. THE WOODS -- NIGHT

               Ray and Claude race through the underbrush.

               EXT. THE WOODS -- NIGHT

               Dillard and his men follow the dogs through the woods, hot 
               on the scent.

               EXT. THE WOODS -- NIGHT

               Ray and Claude race up to a chain-link fence. On the other 
               side, an old Ford is parked on a dirt road. Hearing the posse 
               closing in behind them, Ray and Claude fling themselves onto 
               the fence.

               EXT. THE WOODS -- NIGHT

               The posse is gaining ground. Dillard takes two men off to 
               the left, sending the rest of the men straight ahead.

               EXT. THE WOODS -- NIGHT

               Claude clears the fence first and scrambles for the old Ford. 
               Ray's shirt snags on a piece of wire as he drops down from 
               the fence. Stuck, he dangles helplessly a few feet off the 
               ground.

               INT. FORD -- NIGHT

               Claude yanks open the door and jumps behind the wheel. TWO 
               WHITE TEENAGERS bolt up in the backseat where they were 
               necking. After a beat -- group scream. The half-dressed 
               teenagers dive from the car and scramble off down the road. 
               Claude twists the key in the ignition and the engine roars 
               to life.

                                     CLAUDE
                         Come on, Ray, time to go!

                                     RAY
                         I'm stuck!

               Claude sees Ray caught up on the fence, then hears the sounds 
               of the approaching posse. If he floored it right now, he 
               might make it. But he can't just leave Ray hanging there.

               EXT. FENCE -- NIGHT

               Claude runs up and grabs Ray's legs, pulling for all he's 
               worth. The shirt rips free, sending Ray and Claude tumbling 
               to the ground. They leap to their feet and turn toward the 
               car -- running smack into the barrel of Dillard's shotgun.

               EXT. SUPERINTENDENT'S MANSION -- DAY

               An OLD BLACK PRISONER delivers a frosty mint julep to 
               SUPERINTENDENT ABERNATHY who rocks slowly in his chair. At 
               his feet, his 10-year-old daughter MAE ROSE is playing jacks. 
               Her long blonde hair makes her look like a little angel.

                                     MAE ROSE
                         Look, daddy. They caught those two 
                         men who escaped last night.

               Mae Rose is pointing down the drive, where Dillard and a 
               couple of trusties march Ray and Claude toward the house.

                                     ABERNATHY
                         They ain't men, Mae Rose. They're 
                         convicts. And nigger convicts to 
                         boot. Can you say nigger?

                                     MAE ROSE
                         Nagger?

                                     ABERNATHY
                         No, nigger.

                                     MAE ROSE
                         Nigger.

                                     ABERNATHY
                         That's my girl.

               Bound by leg irons and handcuffs, Ray and Claude are deposited 
               at the bottom of the stairs.

                                     DILLARD
                         Here they are, Superintendent. We 
                         tracked 'em all the way to the 
                         Tallahachie.

                                     ABERNATHY
                         That's quite a ways. I'm glad you 
                         New York boys could see some of our 
                         lovely countryside while you're down 
                         here. What do you say, Mae Rose? How 
                         should we teach these two a lesson?

               Mae Rose considers their faces. Ray and Claude look like 
               they've been to hell and back.

                                     MAE ROSE
                         A night in the hole?

                                     ABERNATHY
                         Better make it a week.

               Dillard nods and turns Ray and Claude around. As they march 
               back down the drive, Abernathy takes sip of his mint julep 
               and affectionately pats Mae Rose on the head.

               EXT. CAMP 8 -- DAY

               The incorrigibles of Camp 8 gather at the gun line, watching 
               silently as Dillard and a couple of trusties march Ray and 
               Claude toward the hole.

               EXT. THE HOLE -- DAY

               The trusties shove them each into a small, dank cell and 
               slam the doors behind them. Dillard secures both doors with 
               an iron bar.

                                     DILLARD
                         See you in a week, boys.

               OMITTED

               Sequence omitted from original script.

               INT. RAY'S CELL -- DAY

               Ray slumps to the floor, propping his feet against the wall.

                                     RAY
                         Hey, Claude. I just want to say thanks 
                         for coming back for me.

               INT. CLAUDE'S CELL -- DAY

               Claude considers his bleak surroundings. It's a small, 
               uncomfortable space, not even big enough to lie down. Just a 
               tin bucket for a toilet.

                                     CLAUDE
                         Don't mention it.

                                     RAY
                              (off)
                         Hell, you'd probably be half way to 
                         New York by now...

                                     CLAUDE
                         I'm serious, man. Don't mention it. 
                         Ever.

               EXT. THE HOLE -- DAY

               The sun beats down on the tin roofs...

               INT. BUNKHOUSE -- CAGE -- NIGHT

               The prisoners are gathered around a table, laying out money. 
               As usual, Poker Face is keeping tabs.

                                     COOKIE
                         I'll take Claude to die on Wednesday 
                         for fifty cents.

                                     POKER FACE
                         Wednesday for two bits. And don't 
                         forget you already owe me a steak.

                                     BISCUIT
                         I'll take Claude for Friday. That's 
                         my birthday.

               With an ear to his receiver, Radio slaps his money on the 
               table.

                                     RADIO
                         Weatherman says a heat wave's coming. 
                         I say neither one of 'em son of 
                         bitches gonna last past Thursday.

                                     POKER FACE
                         I told you before, I don't take 
                         pennies. Two cigarettes or one nickel 
                         minimum. What about you, Willie? 
                         Gonna get in on this action?

                                     WILLIE
                         I got a crispy new dollar bill says 
                         both of them gonna make it.

               This gives the men pause. Willie tosses his money on the 
               table.

                                     POKER FACE
                         Now that's what I call a bet.

                                     GOLDMOUTH
                         It's a mighty long shot, Willie. 
                         Nobody ever made it a week in the 
                         hole.

                                     JANGLE LEG
                         Not in August, anyway.

               But Willie leaves the money where it is.

                                     POKER FACE
                         Who else has some guts around here?

               Poker Face makes notations as the betting resumes.

               EXT. FIELD -- DAY

               Work goes on as usual for the prisoners of Camp 8. Trusties 
               keep their eyes peeled for slackers.

               EXT. THE HOLE -- DAY

               The brick shacks bake in the noonday sun.

               EXT. FIELD -- DAY

               Biscuit moves down the line offering the ladle to the men as 
               they struggle under a crushing heat wave.

               EXT. THE HOLE -- DAY

               Superintendent Abernathy strides up and gives the nod to 
               Dillard, who unlocks the doors. Huddled in their respective 
               cells, Ray and Claude shrink from the bright sunlight. Then, 
               slowly and painfully, they rise to their feet.

               In the background, the incorrigibles gather at the gun line 
               as word spreads that the fellows are still alive. Abernathy 
               glances at the crowd with annoyance.

                                     ABERNATHY
                         I don't think these boys have learned 
                         their lesson. Let's give 'em another 
                         week for good measure.

                                     DILLARD
                         Sure you want to do that, sir?

                                     ABERNATHY
                         Don't you ever question me, Sgt. 
                         Dillard. When I give an order, you 
                         jump to it, or I'll kick you and 
                         that first-cousin you call a wife 
                         outta that pretty little house so 
                         fast it'll make your pin-head spin. 
                         You got that?

                                     DILLARD
                         Yes, sir.

               Dillard slams the doors on Ray and Claude and clamps shut 
               the padlocks. Abernathy smiles at the incorrigibles, who 
               regard him with undisguised hatred.

               AT THE GUN LINE

               A somber Poker Face offers Willie a wad of bills.

                                     POKER FACE
                         Well, they made it a week. Looks 
                         like you win, Willie.

                                     WILLIE
                         Let it ride.

               INT. CLAUDE'S CELL -- NIGHT

               A slot at the bottom of the door opens. A tin plate of mush 
               slides through and the slot closes. Slumped in the corner, 
               Claude reaches for the food -- but a RAT beats him to it, 
               scampering out of the shadows and leaping onto the dish.

               INT. RAY'S CELL -- NIGHT

               A commotion and wild screams come from Claude's cell. Ray 
               leaps to his feet, shouting through the wall.

                                     RAY
                         Claude? You alright?!

               INT. CLAUDE'S CELL -- NIGHT

               Claude continues to stomp the rat.

                                     CLAUDE
                         Can't take it no more, Ray! Die, 
                         motherfucker! Gotta get the fuck 
                         outta here!

               Claude pounds against the door, raising a holy racket. We 
               continue to cut back and forth between cells as needed.

                                     RAY
                         Keep it together, Claude. You wake 
                         up the man, he'll shoot you for sure.

                                     CLAUDE
                         He'd be doing me a favor. I'm getting 
                         outta here one way or the other! 
                         Goddamn rats and shit! Fuck!

               Claude continues shouting and pounding.

                                     RAY
                         All right, man, just settle down. 
                         We'll get outta here, Claude. We'll 
                         get outta here real soon.

                                     CLAUDE
                         How the fuck are we gonna do that, 
                         Ray?!

               Ray looks around his cell. Claude's pounding is bound to 
               wake up somebody soon.

                                     RAY
                         We'll just get off at the next stop.

                                     CLAUDE
                              (stops pounding, 
                              confused)
                         Say what?

                                     RAY
                         That's right, we'll get off at the 
                         next stop. The train's pulling into 
                         the station right now.

                                     CLAUDE
                         The hell you talking about? What 
                         train?

                                     RAY
                         We're in the Bronx, my man. Hundred 
                         and Sixty First Street.

               Claude focuses on what Ray is saying and starts to breathe 
               easier.

                                     CLAUDE
                         Hundred and Sixty First Street? That's 
                         Yankee Stadium.

                                     RAY
                         Hell, yes, Yankee Stadium. Bombers 
                         are playing a double-header against 
                         the Red Sox.

                                     CLAUDE
                         Red Sox... Who's on the mound?

                                     RAY
                         I don't know. Who do you want?

                                     CLAUDE
                         Allie Reynolds. He's my boy.

                                     RAY
                         Sure, it says Allie Reynolds right 
                         here in the program. He's warming up 
                         right now. Man, we're so close to 
                         the field I need cleats. How'd you 
                         get such good seats?

                                     CLAUDE
                         I know people.

                                     RAY
                         They must be the right people. Whoa, 
                         there goes the hot dog man. Let's 
                         get a couple. Damn, that smells good. 
                         Nothing like a ballpark hot dog, 
                         huh?

                                     CLAUDE
                         You get ketchup?

                                     RAY
                         Ketchup? Who eats ketchup on a hot 
                         dog? Mustard's what you want.

                                     CLAUDE
                         I can't eat it with mustard.

               EXT. THE HOLE -- NIGHT

               Dillard strides toward the hole, shotgun in hand. He pauses 
               to listen to the argument, cocking an eyebrow in befuddlement.

                                     RAY
                              (off)
                         Give me back that hot dog. I'll eat 
                         it myself.

                                     CLAUDE
                              (off)
                         What am I gonna eat?

                                     RAY
                              (off)
                         You can starve to death for all I 
                         care. Now shut up, the game's about 
                         to start.

                                     CLAUDE
                              (off)
                         Hey, man, is Babe Ruth in the lineup 
                         today?

                                     RAY
                              (off)
                         Of course, he's in the lineup. There 
                         he goes right there. Hey, Babe...!

               Dillard shakes his head, shoulders his gun and heads back 
               toward his house.

               EXT. THE HOLE -- DAY

               Abernathy gives the nod to Dillard, who unlocks the doors. 
               Two trusties drag Ray and Claude out of their cells.

               INT. BUNKHOUSE -- DAY

               The men crowd around the windows.

                                     RADIO
                         What's going on? Are they alive or 
                         dead?

                                     GOLDMOUTH
                         Don't look too good.

                                     POKER FACE
                         They're not moving.

               EXT. THE HOLE -- DAY

               Slowly, Claude opens his eyes, squinting in the harsh light 
               of day. Summoning his strength, he staggers to his feet.

                                     CLAUDE
                         Hey, Ray...

               Ray's eyes blink open. Claude holds out a hand and helps him 
               stand up. They share a look. They made it.

                                     ABERNATHY
                              (scowling)
                         Sergeant Dillard, make sure these 
                         two are out in the fields first thing 
                         in the morning.

               Abernathy turns on his heels. Dillard considers the two tough 
               guys standing before him.

                                     DILLARD
                         Go on, get inside.

               Ray and Claude stagger toward the bunkhouse as the 
               incorrigibles gather on the porch and help them in out of 
               the sun.

                                                               DISSOLVE TO:

               INSERT -- TIME PASSAGE

               (Note: This montage is mixed with 16mm and Super 8 footage. 
               A beautiful 1940s song plays over.)

               A. King Kong is machined-gunned off the top of the Empire 
               State Building...

               B. FDR introduces his New Deal...

               C. The incorrigibles chop weeds...

               D. With Willie and Claude standing guard, Ray samples a batch 
               of moonshine from a secret still in his footlocker...

               E. At the height of the depression, poor people line up in 
               front of a soup kitchen...

               F. Ray and the crew sit around the poker table playing cards 
               and laughing...

               G. Ray opens a letter and pulls out a snapshot of his mama 
               which he places over his bunk.

               H. The incorribles level a road...

               I. Jesse Owens wins the 100 meter race at the 1936 Olympics 
               in Berlin...

               J. Benny Goodman sets the kids dancing with wild abandon in 
               the aisles of the Paramount Theater...

               K. The Hindenburg bursts into flames...

               L. Claude writes a letter, "Dear Sylvia"...

               M. In the juke joint, Sylvia reads the letter and smiles. 
               She shows it to a few other WORKING GIRLS...

               N. Adolf Hitler stabs the air in front of a foreboding sea 
               of Nazis...

               O. The 1939 World's Fair opens in New York...

               P. Ray nails a sign to the side of the bunkhouse: RAY'S BOOM 
               BOOM ROOM. He steps back to admire the effect. Behind him, 
               Sylvia and her friends mingle with the incorrigibles in the 
               yard... Dillard takes his cut as Claude and Sylvia head for 
               the tonk house. Ray and his date step up...

               Q. Lou Gehrig is honored at Yankee Stadium. "Today I consider 
               myself the luckiest man on the face of the Earth..."

               R. With a pillow stuffed under a home-made Santa outfit, Ray 
               distributes chocolate to the incorrigibles while Claude and 
               Willie decorate the saddest little Christmas tree you ever 
               saw.

               S. The 1940 Oldsmobile is introduced...

               T. Japanese Zeros bomb Pearl Harbor...

               U. FDR declares "a day that will live in infamy."...

               V. A WWII newsreel shows American G.I. s storming a beach in 
               the South Pacific...

               INT. MESS HALL (1943) -- NIGHT

               The inmates of Camp 8 cheer for the American soldiers up on 
               a makeshift movie screen. Instead of black and white stripes, 
               the prisoners now wear blue twill. In an audience of new 
               faces, the CAMERA FINDS some familiar ones. Ray and Claude 
               are surrounded by their crew -- Willie, Radio, Poker Face, 
               Cookie, Biscuit, Jangle Leg and Goldmouth. A decade has 
               passed.

               EXT. CAMP 8 YARD -- DAY

               A line of NEW PRISONERS stands before Dillard, now 10 years 
               older.

                                     DILLARD
                         ...Camp 8 is for incorrigibles, so 
                         whatever you've done to get here, 
                         believe me, we are not impressed. 
                         You new men are probably noticing 
                         that we have no fences here at Camp 
                         8. We don't need no fences, we have 
                         the gun line. It runs from shack to 
                         shack clear around the yard --

               Dillard pauses in front of a big country boy who can't be 
               more than 18 years old. The kid is bouncing a rubber ball.

                                     DILLARD
                         What the hell you think you're doing?

               The kid don't answer. An OLD GUY steps forward.

                                     OLD GUY
                         Excuse me, boss. That kid don't talk. 
                         Something wrong with his head, just 
                         can't get right, boss.

                                     DILLARD
                         Can't get right, huh? We'll see how 
                         long he last. Now, where was I?

                                     HOPPIN' BOB
                         We don't need no fences at Camp 8, 
                         boss.

                                     DILLARD
                         That's right. We don't need no fences, 
                         we have the gun line. It runs from 
                         shack to shack clear around the yard. 
                         You are now inside the gun line...

               INT. BUNKHOUSE -- DAY

               Ray and some of the fellas are playing poker. Dillard's voice 
               drifts in through the open window.

                                     RAY
                              (mouthing along)
                         If you step outside the gun line 
                         without my permission, you will be 
                         shot. If you trip and fall over the 
                         gun line, you will be shot. If you 
                         spit, if you pee, if you stick your 
                         ass out and take a dump over the gun 
                         line, you will be shot...

               He lays down his cards and rakes in the pot.

               EXT. BASEBALL FIELD -- DAY

               Jangle Leg pitches to Radio, who swings and misses. Behind 
               the plate, Goldmouth tosses the ball back to Jangle Leg. On 
               the sideline, Ray teaches three-card monte to CAN'T GET RIGHT. 
               Claude paces nearby.

                                     CLAUDE
                         I try to teach 'em the finer points 
                         of the game, share my wisdom, but I 
                         don't know why I bother. They don't 
                         listen, they sure don't learn...

               Another pitch, another strike.

                                     RAY
                         What you're dealing with here is a 
                         complete lack of talent.

                                     CLAUDE
                         I'm sick of watching Camp 12 win the 
                         championship. Every year they get to 
                         roast the victory pig and we get 
                         dick. This year I want that pig.

               Radio knocks a grounder up the middle.

                                     CLAUDE
                         Alright, Radio, there you go. Who 
                         wants to hit next?

               Can't Get Right looks at Ray.

                                     RAY
                         You want to hit?
                              (to Claude)
                         Yo, Claude. Give Can't Get Right a 
                         shot.

                                     CLAUDE
                              (skeptical)
                         Him?

                                     RAY
                         Can't be worse than any of these 
                         other fools.

                                     CLAUDE
                         All right, grab the bat. Let's see 
                         what you can do.

               Can't Get Right shuffles to the plate. Goldmouth hands him 
               the bat.

                                     CLAUDE
                         Jangle Leg's gonna throw the ball 
                         nice and easy. You just go ahead and 
                         take a swing.

               Jangle Leg tosses the ball. Can't Get Right swings and 
               connects with a mighty CRACK! The incorrigibles crane their 
               necks as the ball disappears into the sky. They turn to look 
               at Can't Get Right. Ray gives Claude a significant look, 
               then tosses another ball out to Jangle Leg on the mound.

                                     CLAUDE
                         Okay. Let's try that again. This 
                         time give it a little juice.

               Jangle Leg nods, winds up and delivers a whistling fast ball. 
               Can't Get Right clobbers it. Once again, the incorrigibles 
               track the departing projectile.

                                     RAY
                         Told ya.

               Can't Get Right smiles for the first time.

               EXT. SUPERINTENDENT'S MANSION -- DAY

               The men of Camp 8 paint a fence along the drive leading up 
               to the big house.

                                     RADIO
                         I heard Camp 12 got themselves a son-
                         of-a-bitch used to pitch for the Mud 
                         Hens.

                                     GOLDMOUTH
                         That boy got a year for jay-walking.

                                     RAY
                         Judge must have money riding on the 
                         championship.

                                     CLAUDE
                         Don't matter who Camp 12 puts on the 
                         mound. All I know is when this 
                         season's over Camp 8's gonna have 
                         pork chops.

               Just then a U. S. Army Jeep swerves past the men and parks 
               in front of the mansion. Young CAPT. TOM BURNETTE helps MAE 
               ROSE out of the car. The prisoners stare furtively at her 
               long legs and curly blonde tresses.

                                     POKER FACE
                         Looks like little Mae Rose has grown 
                         up.

                                     BISCUIT
                         And out.

                                     COOKIE
                         Mmm-mm, that girl's got gams.

                                     CLAUDE
                         She's got it all. And it's firm and 
                         round and fully packed.

                                     RAY
                         You shred it, wheat. That there is 
                         fresh water.

               Next to them, Can't Get Right stares openly, mesmerized by 
               her beauty. Ray nudges him.

                                     RAY
                         Be cool, man. You can look, just 
                         don't drool.

               Up at the mansion, Abernathy and his WIFE come out onto the 
               porch, all smiles.

                                     ABERNATHY
                         How was the honeymoon? Am I gonna be 
                         a grandaddy soon?

                                     MRS. ABERNATHY
                         Don't pay attention to the 
                         superintendent, Tom. You're going to 
                         stay for supper, aren't you?

                                     TOM
                         Afraid not. I'm shipping out this 
                         afternoon.

               The prisoners steal glances as Mae Rose kisses her new husband 
               goodbye. She gives them quite a show, raising her leg behind 
               her just like Betty Grable. Then Tom climbs into the Jeep 
               and pulls away.

               Mae Rose takes a long glance at the prisoners. The men all 
               look away -- except Can't Get Right who stands there smiling 
               innocently. Mae Rose gives him a little wink, then turns her 
               back and bounces up the steps.

               EXT. BASEBALL FIELD -- DAY

               A plump PIG roots about in a small pen. A sign dangles from 
               a post -- "First Prize." The incorrigibles of Camp 8 limber 
               up for the big game with the inmates of Camp 12 across the 
               field.

                                     POKER FACE
                         Think you can handle something that 
                         big, Cookie?

                                     COOKIE
                         I handled your mama, didn't I? Don't 
                         y'all worry. I got plans for that 
                         bad boy. Ain't none of him going to 
                         waste.

               Beyond the fence, a late-model sedan rolls up. STAN BLOCKER, 
               in a straw hat and a rumpled suit, climbs out and stretches 
               his legs. Irritated, he smacks a mosquito and exchanges a 
               few words with Dillard.

                                     DILLARD
                         Banks! Get over here!

               Claude hustles over, removing his hat.

                                     DILLARD
                         This is Stan Blocker. Scout for the 
                         Nigger Leagues.

                                     BLOCKER
                         Negro Leagues, actually. Pittsburgh 
                         Crawfords. Ever hear of us?

                                     CLAUDE
                         We get the games on the radio 
                         sometimes.

                                     BLOCKER
                         We played down in Jackson yesterday. 
                         Heard a rumor you've got a boy up 
                         here who can hit the ball a ton.

                                     CLAUDE
                         You probably mean Can't Get Right. 
                         That's him over there.

                                     BLOCKER
                         Can't Get Right? That's the kid's 
                         name? Can I talk to him?

                                     CLAUDE
                         You can try, but you won't get too 
                         far. Why you interested?

                                     BLOCKER
                         Crawford's are always looking for 
                         new talent.

                                     CLAUDE
                         Maybe you didn't notice, but this is 
                         a prison.

                                     BLOCKER
                         There are ways around that. Right 
                         sergeant?

               Blocker winks at Dillard, then glances at the incorrigibles 
               practicing in the field. Goldmouth, Cookie, Poker Face, 
               Biscuit -- they don't exactly inspire confidence.

                                     BLOCKER
                         Nice looking squad. See you after 
                         the game.

               Blocker takes a seat on the bench.

               EXT. BASEBALL FIELD -- DAY

               The inmates of Camp 12 are in the field. Our boys from Camp 
               8 cheer for Cookie digging in at the plate. Ray taunts the 
               opposition from the third base line.

               The PITCHER winds up and releases a fast ball. Cookie swings 
               and connects for a base hit up the middle.

               IN THE STANDS

               Mrs. Abernathy and Mrs. Dillard share a box of Cracker Jack.

                                     MRS. ABERNATHY
                         Of course, the superintendent's hoping 
                         for a boy, but personally, I'd prefer 
                         a girl.

                                     MRS. DILLARD
                         Whatever it is will be a little gift 
                         from heaven. Look at the way she 
                         glows.

               Mae Rose sits next to them. She is SIX MONTHS PREGNANT. She 
               removes her sunglasses and coyly bites a fingernail when she 
               spots Can't Get Right in the on-deck circle.

               DOWN ON THE FIELD

               Can't Get Right smiles shyly. Sensing trouble, Claude ushers 
               Can't Get Right toward the plate, massaging his shoulders.

                                     CLAUDE
                         You're my boy, just keep what little 
                         mind you have focused on the game. 
                         If you hit that ball the way I know 
                         you can, you might just be our ticket 
                         off this farm.

               Can't Get Right digs in. Claude returns to the sidelines and 
               appeals to the gods. The pitcher winds up and releases a 
               fast ball. Can't Get Right connects with that familiar CRACK! 
               Blocker stands up and watches the ball clear the fence and 
               just keep going.

               With his team cheering him on, Can't Get Right trots around 
               the bases. But he's still looking at Mae Rose.

               EXT. CAMP 8 YARD (LATER) -- DAY

               Cookie slowly turns the pig on a spit over an open fire. The 
               incorrigibles are savoring a victory feast. As always, trusty 
               guards keep an eye on things.

               Off to the side, Blocker is laughing with Ray and Claude. He 
               takes a hit off Ray's bottle of shine. It's not his first, 
               either.

                                     BLOCKER
                         Mark my words, within five years 
                         there's gonna be a colored man playing 
                         in the majors.

                                     RAY
                         Come on, the world hasn't changed 
                         that much.

                                     BLOCKER
                         Maybe not yet. But it will. And I'll 
                         be out of a job. Damn, that's some 
                         tasty hooch.

                                     CLAUDE
                         It's amazing what Ray here can do 
                         with a couple of pounds of potato 
                         skins and some molasses.

                                     RAY
                         So, Blocker, what do you think of 
                         our boy?

                                     BLOCKER
                         I think that boy could be the next 
                         Josh Gibson. I'm gonna talk to the 
                         front office about him, you can bet 
                         on that. Damn, it's getting late. We 
                         got a game in Memphis tomorrow.

               Blocker starts for his car, parked just beyond the gun line.

                                     CLAUDE
                         What about us? Don't forget to mention 
                         us.

                                     RAY
                         We're like his handlers. He can't 
                         function without us.

                                     BLOCKER
                         I'll put in a good word for you. 
                         You've done a good job with that 
                         boy. Thanks for your hospitality.

               Ray and Claude's eyes gleam with hope as Blocker's car rumbles 
               off down the road.

               EXT. SUPERINTENDENT'S MANSION -- NIGHT

               Inside, a woman screams in agony. Then, the HEALTHY CRIES of 
               a new-born baby.

               INT. MAE ROSE'S BEDROOM -- NIGHT

               Superintendent Abernathy paces anxiously in front of a white 
               curtain surrounding Mae Rose's bed. Suddenly, Mrs Abernathy 
               staggers out from behind the curtain with a stricken look on 
               her face. She tries to speak, but words fail her. Her legs 
               go wobbly and she faints dead away.

                                     ABERNATHY
                         Uh, doctor...

               The DOCTOR steps from behind the curtain, drawing it behind 
               him. He checks Mrs. Abernathy's pulse.

                                     DOCTOR
                         She'll be fine. She just had a bit 
                         of a shock.

                                     ABERNATHY
                         Is Mae Rose okay?

                                     DOCTOR
                         She's doing just fine.

                                     ABERNATHY
                         And the baby?

                                     DOCTOR
                              (vague)
                         He's a big one.

                                     ABERNATHY
                         It's a boy! Well, let's get a look 
                         at him.

               Abernathy pushes past the doctor and yanks open the curtain. 
               Mae Rose is propped up in bed, looking exhausted.

                                     ABERNATHY
                         Well, where is he? Where's my new 
                         grandson?

               The NURSE turns around, cradling the baby in her arms. 
               Abernathy gently pulls back the soft blanket. His eyes widen 
               with horror upon discovering that the newest member of the 
               Abernathy family is black.

               EXT. CAMP 8 YARD -- DAY

               Can't Get Right bounces his rubber ball off the wall, catching 
               it on the rebound.

               INT. BUNKHOUSE CAGE -- DAY

               Ray passes around his latest batch of buck as the men discuss 
               Can't Get Right's professional prospects. The thump-thump of 
               the ball on the wall outside plays over.

                                     POKER FACE
                         You really think they'll let him out 
                         of here just to play baseball?

                                     WILLIE
                         Why not? Boy's got God-given talent.

                                     CLAUDE
                         God may have given it, but Claude 
                         Banks spotted it and nurtured it.

                                     RAY
                         Damn straight. I expect those 
                         Pittsburgh Crawdads to remember that.

                                     CLAUDE
                         Crawfords.

                                     RAY
                         Whatever.

                                     COOKIE
                              (glancing out the 
                              window)
                         Heads up, here comes trouble.

               EXT. CAMP 8 YARD -- DAY

               Abernathy drives his sedan up to the bunkhouse. All of his 
               worldly possessions are strapped to the roof. It appears 
               that the Abernathys are leaving town. In the back seat, Mae 
               Rose cradles her baby. Her mother sits next to her. Dillard 
               steps out into the yard to confer with the Superintendent, 
               then turns to address the inmates.

                                     DILLARD
                         Alright, listen up! I want every man 
                         lined up out here in the yard on the 
                         double! Let's move it!

                                     HOPPIN' BOB
                         You heard what the man said! Move 
                         it!

               EXT. CAMP 8 YARD -- DAY

               Abernathy holds his newborn grandson up next to Ray's face. 
               Hmm. Scowling, he moves a little further down the line, 
               scrutinizing the features of each man. He pauses in front of 
               Claude, holds up the baby. Maybe. Abernathy stops in front 
               Goldmouth. Holds up the baby. The possibility makes him 
               shudder. He moves on to Can't Get Right. His eyes narrow.

                                     ABERNATHY
                         I know it was somebody from this 
                         camp. I can feel it in my bones.

               Disgusted, Abernathy hands the baby back to Mae Rose. Then 
               he turns, walks back to Can't Get Right and places a revolver 
               against his head.

                                     ABERNATHY
                         Do you know who the father of that 
                         little chocolated baby is?

               Can't Get Right nods slowly. Abernathy smiles.

                                     ABERNATHY
                         Well, then, who is it?

               Up and down the line, the men brace themselves for the worst. 
               Can't Get Right just grins. Enraged, Abernathy cocks the 
               revolver. That's when Ray steps forward.

                                     RAY
                         The baby's mine, boss.

               Stunned, Abernathy lowers the gun and approaches Ray. Then 
               Claude steps forward.

                                     CLAUDE
                         He's lying, boss. I'm the father of 
                         that baby.

               Confused, Abernathy looks back and forth between the two 
               men. Then Willie steps forward.

                                     WILLIE
                         Actually, it was me, boss. I know I 
                         may look old...

                                     BISCUIT
                         Any fool could see that baby's mine, 
                         boss.

                                     COOKIE
                         I beg to differ. That cute little 
                         rascal belongs to me...

                                     POKER FACE
                         I'm the father...

                                     RADIO
                         I'm the father, boss...

                                     GOLDMOUTH
                         I'm the father...

                                     JANGLE LEG
                         I'm the father...

               And so it goes down the line, until every last man of Camp 8 
               has stepped forward to claim kinship with the Superintendent. 
               Even hard-ass Dillard can't help cracking a smile. Disgusted, 
               confused and thoroughly fed up, Abernathy jams the revolver 
               into his belt and climbs into the car. As he guns the engine, 
               Mae Rose gazes out the back window, smiling one last time at 
               the father of her baby. Can't Get Right smiles back.

                                                               DISSOLVE TO:

               EXT. CAMP 8 YARD -- DAY

               It's visiting Sunday and Ray's Boom Boom Room is in full 
               swing. Sylvia's girls are everywhere. Down at the gunline, 
               Dillard takes his cut from inmates lined up for their turn 
               in the tonk. A FIVE-PIECE PRISON BAND is playing the blues. 
               Nearby, Willie is dispensing Ray's moonshine from a bunkhouse 
               window. He raises a jar in a toast.

                                     WILLIE
                         To Superintendent Abernathy. May he 
                         have many more grandchildren!

               The incorrigibles erupt in boisterous agreement. Claude grabs 
               Can't Get Right and shakes him.

                                     CLAUDE
                         What I want to know is where? When? 
                         How?

                                     WILLIE
                         Wasting your breath, Claude. He ain't 
                         the type to kiss and tell.

               Just then, Rev. Clay and his daughter emerge from the mess 
               hall and start across the yard. It's a good thing the old 
               man is blind because he wouldn't want to see how far his 
               flock has strayed. The Reverend inhales deeply as one of 
               Sylvia's girls passes nearby.

                                     REV. CLAY
                         There's a sweet fragrance in the air 
                         today.

                                     CLAY'S DAUGHTER
                         The magnolias are blooming early 
                         this year, daddy.

               Blissed out incorrigibles enjoy a last dance as the band 
               downshifts into a slow, sultry number. In the midst of the 
               dancers, Claude clings to Sylvia. Nearby, Jangle Leg dances 
               intimately with a YOUNG WOMAN.

               Up on the porch, Ray refreshes Biscuit's drink. Biscuit has 
               been crying and it shows. The liquor probably isn't helping.

                                     RAY
                         Don't take it so hard, Biscuit. She 
                         don't mean nothin' to him.

                                     BISCUIT
                         Hell with him. It ain't that.

               He pulls some folded sheets of paper from his pocket, passes 
               them to Ray.

                                     RAY
                         These are free papers.

                                     BISCUIT
                              (devastated)
                         What am I gonna do out there, Ray? I 
                         can't go home to my mama like this. 
                         I'll get the strap for sure.

                                     RAY
                         Come on, Biscuit, this is good news. 
                         Your mama's gonna break down in tears 
                         when you show up on her doorstep.

               Poker Face leans in.

                                     POKER FACE
                              (sotto)
                         I'll give you three to one she gives 
                         him the strap.

               Ray gives Poker face a shove, then turns back to Biscuit.

                                     RAY
                         It's 1945. It's a different world 
                         now.

                                     BISCUIT
                         Not for me, it ain't.

                                     RAY
                         Well you can't stay here, Biscuit. 
                         This ain't no life for a man. Any 
                         one of these fellas would give their 
                         right arm to be in your shoes. I 
                         sure know I would.

               Ray hands back the papers and heads off to dance with a PRETTY 
               YOUNG WOMAN lingering nearby. Left alone, Biscuit polishes 
               off his moonshine and checks his reflection in the bunkhouse 
               window.

                                     BISCUIT
                         No life on the inside, no life on 
                         the outside...

               He crumples the discharge papers and drops them. Then he 
               steps down from the porch and walks calmly past the dancing 
               prisoners toward the gun line.

               Ray lifts his head off his date's shoulder. Something about 
               the way Biscuit is walking suggests that he isn't going to 
               stop.

                                     RAY
                         Hey, Biscuit...!

               But it's too late. Biscuit crosses the gun line and keeps 
               walking, his eyes focused on the horizon.

                                     TRUSTY
                         Man over the line!

               The band stops playing, the dancers grow still. Dillard turns 
               around and squints.

                                     DILLARD
                         Goddamnit, Biscuit, get back here!

               But Biscuit isn't paying attention. He breaks into a run. 
               Dillard nods to Hoppin' Bob who raises his rifle and draws a 
               bead. But he can't pull the trigger. He lowers his gun.

               Shots ring out from the shooter shacks. Biscuit reels from 
               the impact of the bullets and looks down sadly at the blood 
               spreading across his ring-arounds...

               Prisoners silently gather at the gunline. Jangle Leg pushes 
               his way through the crowd and crosses the gunline without 
               hesitation. Dillard indicates for the shooters to hold their 
               fire. They train their rifles on Jangle Leg as he strides 
               toward his fallen companion. Jangle Leg gently lifts Biscuit's 
               lifeless body into his big arms and somberly carries him 
               back toward the camp. The CAMERA RISES HIGH OVERHEAD as the 
               prisoners make way for Jangle Leg to cross back over the 
               gunline.

               INT. BUNKHOUSE -- DAY

               A dark mood hangs over the men. Jangle Leg sits stoically as 
               Radio fiddles with his receiver. Nearby, Poker Face and Ray 
               play a listless game of gin rummy. Claude is thumbing 
               distractedly through a dog-eared copy of Baseball Digest.

                                     RADIO
                         Hey, fellas, I got Chicago.

               But nobody can muster much enthusiasm for this news. Radio 
               shrugs and drops down on his bunk.

               Just then, Can't Get Right walks past heading for the door. 
               He's dressed in civilian clothes, his bindle slung over his 
               shoulder.

                                     CLAUDE
                         Hey, Can't Get Right, where you going? 
                         Why you dressed like that?

               Can't Get Right holds out a piece of paper which Ray 
               scrutinizes.

                                     RAY
                         It's a pardon from the governor.

                                     CLAUDE
                         Let me see that.

               The incorrigibles gather around for a glimpse at Can't Get 
               Right's ticket to freedom.

                                     CLAUDE
                         Where'd you get this?

               Can't Get Right nods out the window. Stan Blocker is waiting 
               by his car.

               EXT. CAMP 8 YARD -- DAY

               Claude storms across the yard and stops at the gun line. Ray 
               is a few steps behind.

                                     CLAUDE
                         Yo, Blocker, what's going on here?

                                     BLOCKER
                         Kid's getting out. I got him a pardon.

                                     CLAUDE
                         Yeah, but what about me and Ray? I 
                         didn't see our names on that pardon. 
                         You said you were gonna put in a 
                         good word for us.

                                     BLOCKER
                         I did, Claude. I mentioned you. I 
                         mentioned you both. But the fact is, 
                         pardons don't come cheap. The kid 
                         can hit. What can you do?

               This hits Claude hard.

                                     RAY
                         Let it go, Claude.

                                     CLAUDE
                         I'm not gonna let it go. The man 
                         needs to explain himself. Makin' 
                         promises.

                                     BLOCKER
                         Look, I am truly sorry about this. 
                         I'd like to help you...

                                     CLAUDE
                         But you can't.

                                     BLOCKER
                         At least the kid's getting out. Isn't 
                         this what you wanted?

               Claude looks around as the incorrigibles begin to gather. 
               He's on the spot. Dillard approaches with Can't Get Right. 
               Claude looks into the big kid's eyes.

                                     CLAUDE
                              (resigned)
                         Yeah. Of course it is.

               Steeling himself to the reality of the situation, Claude 
               gives Can't Get Right a hug.

                                     CLAUDE
                         You show them Crawfords how to play 
                         ball.

                                     RAY
                         Make 'em throw strikes.

               Can't Get Right nods. He steps up to the gun line and looks 
               at both shooter shacks.

                                     DILLARD
                         It's alright. You're a free man now.

               Can't Get Right steps across the gun line. Blocker opens the 
               car door for him. But before he climbs in, Can't Get Right 
               reaches into his pocket and pulls out his rubber ball. With 
               a smile, he tosses it to Claude, who snatches it out of the 
               air.

                                     BLOCKER
                         Don't worry, we'll take good care of 
                         him.

               Blocker tips his hat and climbs behind the wheel. Claude and 
               Ray watch Blocker's car drive off under a red Mississippi 
               sunset. Slowly, the inmates drift back toward the bunkhouse 
               until Ray an Claude are left alone at the gun line.

                                     RAY
                         One of the new kids said they're 
                         farming those acres just north of 
                         the swamp. He said he saw a crop 
                         duster flying around the place.

                                     CLAUDE
                         I'm not in the mood right now, Ray.

                                     RAY
                         He said they keep it parked out behind 
                         the barn. Can't be that hard to fly 
                         a plane. Lots of people do it.

                                     CLAUDE
                         They're called pilots! I'm serious, 
                         Ray. I'm not in the mood for one of 
                         your stupid, fucked-up plans right 
                         now.

                                     RAY
                         I don't see you coming up with any 
                         plans.

                                     CLAUDE
                              (getting mad)
                         My plan is on his way to Pittsburgh 
                         right now. That congenital idiot 
                         just got himself a pardon signed by 
                         the governor thanks to us, but we 
                         can't seem to do nothing for 
                         ourselves. Don't you feel a little 
                         disgusted right now?

                                     RAY
                         Crop duster.

                                     CLAUDE
                         I ain't getting in no airplane with 
                         you. I'm finally wrapping my mind 
                         around the concept. They threw us in 
                         this shithole for life. Don't you 
                         get it, Ray? We're gonna die here! 
                         Might as well head up to the cemetery, 
                         pick a plot and start digging.

               Suddenly enraged, Ray hauls off and knocks Claude down with 
               a solid right. Surprised, Claude touches his bloody lip.

                                     RAY
                         My daddy died in prison. He gave up 
                         hope and hung himself. What you're 
                         talking about is the same damn thing. 
                         That ain't how I'm going.

                                     CLAUDE
                         Maybe you're fooling yourself, Ray. 
                         Maybe you're just a chip off the old 
                         block.

                                     RAY
                         Take that back or we ain't friends 
                         no more, Claude Banks.

                                     CLAUDE
                         Here's a news flash, Ray. We never 
                         were friends. We've just been stuck 
                         together for 12 years. It's been 
                         nothing but bad luck since the moment 
                         I ran into you. Every time I look at 
                         you I get sick to my stomach thinking 
                         about what my life could have been 
                         if I'd never bumped into Ray Gibson.

               A hard look comes to Ray's eyes as Claude rises to his feet.

                                     RAY
                         Better watch yourself Claude, before 
                         you say something you regret.

                                     CLAUDE
                         The only thing I regret is the day I 
                         met you.

                                     RAY
                         Well, if that's the way it is...

                                     CLAUDE
                         That's the way it is.

                                     RAY
                         Then I have nothing left to say to 
                         you.

               Ray walks away, leaving Claude to nurse his split lip.

                                     CLAUDE
                         You never said nothing of value 
                         anyway.

               INSERT -- TIME PASSAGE

               A. In his Pittsburgh Crawfords uniform, Can't Get Right lays 
               into a fast ball, sending it soaring into the bleachers...

               B. People dance in the street in Time Square, marking the 
               end of WWII...

               C. Hoppin' Bob drops a package on Ray's bunk. Ray rips off 
               the brown paper to reveal a book: "So You Want to Learn to 
               Fly..."

               D. Claude and Sylvia make love in the tonk house...

               E. In the mess hall, Ray pointedly carries his tray past a 
               table where Claude sits with Willie...

               F. An A-bomb explodes in the Bikini Atolls...

               G. Jimmy Stewart hugs his wife and children at the end of 
               "It's a Wonderful Life"...

               H. Jackie Robinson slides across home plate at Ebbets Field...

               I. Ray runs full tilt across a field toward a barn. Sure 
               enough, there's the single engine crop duster parked right 
               where he said it would be...

               J. Claude and another INMATE repair a hole in the bunkhouse 
               roof. They dive for cover as Ray's crop duster swoops low 
               overhead and dips out of sight beyond the trees. A puff of 
               smoke rises into the sky...

               K. Soot-stained, Ray is marched to the hole and shoved 
               inside...

               L. Newly elected president Harry Truman holds up a copy of 
               the Chicago Tribune baring the headline "Dewey Defeats 
               Truman"...

               M. RCA unveils the first color television...

               N. Cars pull up next to speaker poles in front of a drive-in 
               movie screen...

               O. In the bunkhouse, early rock and roll plays on a modern 
               1950s radio that sits where the old vacuum tube receiver 
               used to be. A YOUNG TOUGH now occupies Radio's old bunk...

               P. At the poker table, Poker Face slumps forward onto his 
               pile of chips, revealing a straight flush. The other men 
               quickly fold...

               Q. With a TRUSTY standing guard, Claude and Ray silently 
               shovel dirt into Poker Face's grave. The CAMERA MOVES past 
               gravemarkers -- Biscuit, Jangle Leg, Radio...

               R. Marilyn Monroe's skirt rises on a blast of subway air in 
               "The Seven-Year Itch"...

               S. Rosa Parks is arrested for refusing to sit in the back of 
               the bus...

               T. Elvis Presley creates a sensation on the Ed Sullivan 
               Show...

               U. School children learn to "duck and cover" in the event of 
               nuclear attack...

               V. The inmates of Camp 8 work to level a road. Ray's on one 
               side, Claude's on the other...

               W. Prisoners mingle with friends and family on visiting 
               Sunday. Claude waits on the bunkhouse steps. His face 
               brightens when Sylvia appears...

               X. Blacks sit-in at lunch counters in Greensboro, N.C...

               Y. Kennedy is elected...

               Z. OMITTED...

               AA. Martin Luther King delivers his "I have a dream" speech 
               at the Lincoln Memorial...

               BB. The Zapruder footage of Kennedy being shot...

               CC. American soldiers jump down from helicopters and run for 
               the jungles in Vietnam...

               DD. Ford introduces the 1965 Mustang...

               EE. The assassination of Malcolm X...

               FF. Muhammad Ali looms over Sonny Liston, asking "What's my 
               name?"...

               GG. The CAMERA MOVES past more gravemarkers -- Hoppin' Bob, 
               Goldmouth -- to find Claude and Ray silently shoveling dirt 
               over another casket. Ray pounds a simple marker into the 
               ground: Cookie. Briefly, they lock eyes. But neither one 
               speaks and the moment passes...

               HH. Go-Go dancers...

               II. Mao Tse Tung...

               JJ. Jimi Hendrix at the Monterey Pop Festival...

               KK. TV's Batman and Robin battle the forces of evil in Gotham 
               City...

               LL. Black Panthers...

               MM. Peace Protesters...

               NN. The death of Martin Luther King...

               OO. Robert Kennedy...

               PP. Neil Armstrong sets foot on the moon...

               QQ. Vida Blue rears back and fires a pitch in the 1972 World 
               Series...

               EXT. CAMP 8 YARD -- DAY

               On the porch, Willie, now in his 70s, sits in a wheelchair 
               watching the ball game on a black-and-white television. A 
               TRUSTY waits nearby. Ray, now in his mid-60s, emerges from 
               the bunkhouse lugging a duffle bag.

                                     RAY
                         Alright Willie, I think I got 
                         everything. I'll talk to Dillard, 
                         see if I can get up to the infirmary 
                         and check up on you. Make sure they're 
                         changing your diapers regular.

                                     WILLIE
                         They'll be sending you up there soon 
                         enough. And not just for a visit, 
                         neither.

                                     RAY
                              (leaning in)
                         I slipped in a couple of bottles of 
                         my latest batch. Help wash down all 
                         them pills they'll be giving you.

               He gives Willie a slap on the back and nods to the trusty. 
               The trusty wheels the old man across the yard where YOUNG 
               PRISONERS mingle with WIVES and FAMILY MEMBERS sporting the 
               fashions of the early '70s -- Afros, mutton chops, paisley 
               prints and bell-bottom pants.

               ACROSS THE YARD

               Looking old-style, Claude sits on the mess hall steps waiting 
               for Sylvia. He catches Willie's eye. The two men nod to each 
               other, an unspoken farewell. Then Claude turns to find Ray 
               looking at him from the bunkhouse steps. Ray and Claude hold 
               each others gaze for a moment. Then Ray heads back into the 
               bunkhouse.

                                     YVETTE
                              (off)
                         Are you Claude Banks?

               Claude turns to face YVETTE, a pretty young woman.

                                     CLAUDE
                         Yeah.

                                     YVETTE
                         My name's Yvette. Sylvia sent me. 
                         You look just like she said.

                                     CLAUDE
                         She's alright, isn't she?

                                     YVETTE
                         Oh, she's fine. She's just not coming 
                         today.

                                     CLAUDE
                         Why not?

                                     YVETTE
                         She got married last month.

                                     CLAUDE
                         Married?

                                     YVETTE
                         Real nice guy, too. Trumpet player. 
                         They moved down to New Orleans.

               Claude takes this in, staring off into space.

                                     YVETTE
                         She always said that if you were on 
                         the outside...

                                     CLAUDE
                         But I'm not on the outside. I'm in 
                         here.

                                     YVETTE
                         I know she's sorry she won't be seeing 
                         you anymore. Anyway, she wanted me 
                         to take care of you.

                                     CLAUDE
                         Take care of me?

                                     YVETTE
                         You know, go to the tonk or whatever.

                                     CLAUDE
                         I'm too old for you. Besides, I'm 
                         not much in the mood.

                                     YVETTE
                         Want me to come back some other time?

                                     CLAUDE
                              (shaking his head)
                         Nice girl like you don't belong in a 
                         place like this. But if you talk to 
                         Sylvia, tell her old Claude said 
                         congratulations.

               EXT. CAMP 8 YARD -- DAY

               Claude stands at the gun line, staring across at the Dillard 
               house. Mrs. Dillard places a couple of pies on the windowsill 
               to cool.

                                     CLAUDE
                         Whites-only pies...

               Suddenly, he makes a break for the Dillard house.

                                     TRUSTY
                         Man over the line!

               Ray turns to see Claude dashing across no-man's land. Shots 
               ring out from the shooter shack, kicking up dirt around 
               Claude's feet as he serpentines across the field.

               EXT. DILLARD'S HOUSE -- DAY

               Breathless, Claude makes it to the kitchen window and digs 
               his hand into the golden-brown crust, shoving a sloppy fistful 
               of pie into his mouth. More shots ring out. Bullets PING all 
               around him. Grabbing the pie, he darts around the side of 
               the building, out of range. Back against the wall, he drops 
               down on his haunches, snarfing pie like a hungry wolf.

               EXT. CAMP 8 YARD -- DAY

               A case of empty Coke bottles sits in the middle of the yard, 
               glinting in the hot sun. His face smeared with boysenberry, 
               Claude finishes taking off his boots and socks and steps 
               barefoot onto the bottles.

                                     DILLARD
                         Comfortable?

                                     CLAUDE
                         As a pair of fur-lined bedroom 
                         slippers, boss.

                                     DILLARD
                         We'll see what those slippers feel 
                         like after, say, 24 hours. And if 
                         you step down off them bottles -- if 
                         one toe so much as touches the dirt -- 
                         one of these boys is gonna shoot you 
                         dead. Let's see. We need a special 
                         man for this job.

               He takes a trusty's rifle and moves among the inmates, who 
               have gathered around. He stops when he gets to Ray.

                                     DILLARD
                         How about it, Ray?

               Ray glances at Claude, then back at Dillard.

                                     DILLARD
                         I'll make you trusty right now. If 
                         that pie-eatin' son of a bitch falls 
                         off those bottles and you have to 
                         shoot him, I'll see to it you get a 
                         pardon. Hell, I'll personally escort 
                         you out the gate.

               Dillard offers the rifle to Ray, who doesn't have to think 
               too long.

                                     RAY
                         You don't want to give me a gun, 
                         boss. I'm liable to use it on you.

               EXT. CAMP 8 YARD -- SUNDOWN

               Ray's been given the same treatment as Claude. Barefoot, 
               balanced on Coke bottles, the two men stand a few feet apart 
               facing each other. A trusty with a rifle keeps an eye on 
               them. After years of silence, the tension reaches the breaking 
               point...

                                     CLAUDE
                         You're a sucker. I'd have taken that 
                         deal.

                                     RAY
                         Excuse me? Are you talking to me?

                                     CLAUDE
                         I'd have knocked you off those 
                         bottles, put a bullet in your ass 
                         and be half way to New York right 
                         now.

                                     RAY
                         After all these years of blissful 
                         silence, I almost forgot how annoying 
                         the sound of your voice can be.

                                     CLAUDE
                         I hope you don't think I owe you 
                         anything. Because I don't owe you a 
                         damn thing.

                                     RAY
                         I didn't do if for you, anyway. I 
                         just ain't no boot-licking trusty, 
                         that's all.

               The trusty tightens his grip on his rifle. He'd love the 
               opportunity.

                                     CLAUDE
                         I was sorry to hear about your mama 
                         passing.

                                     RAY
                         That was five years ago.

                                     CLAUDE
                         I know, but since we're talking, I 
                         thought I'd mention it.

                                     RAY
                         We're not talking, you're talking, 
                         and doing too damn much of it, if 
                         you ask me.

               They stand in stony silence. Then Ray starts to laugh. A 
               long, low belly laugh.

                                     CLAUDE
                         What?!

                                     RAY
                         You sure looked funny running for 
                         those pies, bullets flying all around 
                         you.

                                     CLAUDE
                         Bullets weren't the problem. That 
                         pie was too hot. Burned my tongue.

               The two men start to laugh. Really laugh. Nearly a decade's 
               worth of laughter comes welling up out of them, and they 
               nearly lose their balance, which only makes them laugh harder.

               EXT. CAMP 8 YARD -- DAY

               A trusty bangs the rap iron. Young prisoners pour from the 
               bunkhouse and line up for breakfast. Claude and Ray bring up 
               the rear, the elder statesmen of the bunch. By a long shot.

                                     DILLARD
                         Fourteen acres today and only 12 
                         hours of daylight! Eat up and move 
                         it out! Gibson! Banks! Get your sorry 
                         asses over here!

               Claude and Ray step out of line and approach Dillard.

                                     DILLARD
                         Every morning I wake up praying that 
                         Ray Gibson and Claude Banks have 
                         died in their sleep and every morning 
                         you disappoint me.

                                     RAY AND CLAUDE
                         Sorry, boss.

                                     DILLARD
                         I stand before you a defeated man. 
                         Try as I might, I can't seem to break 
                         you. I swear, if they dropped a 
                         nuclear bomb on this camp, you and 
                         the cockroaches would be the only 
                         things left. But starting today at 
                         least I won't have to endure your 
                         presence any longer. You've got 
                         fifteen minutes to clear out your 
                         footlockers. You're both being 
                         reassigned to the Superintendent's 
                         mansion. And I, for one, will not 
                         miss you.

               Ray and Claude share a look. Then Ray embraces Dillard, who 
               stoically endures the breach of his personal space.

                                     RAY
                         I always wanted to do that.
                              (sighing)
                         There is so much love inside of this 
                         man.

               EXT. SUPERINTENDENT'S MANSION -- DAY

               Up on the porch, Claude brings a tray of minted iced tea to 
               Superintendent Wilkins, who sets aside his bible and washes 
               down a couple of pills.

               Before going back inside, Claude can't resist taunting Ray, 
               busy trimming a hedge out in the hot sun.

                                     CLAUDE
                         Oh, yard boy, these pansies could 
                         use some attention over here. Perhaps 
                         some fertilizer would restore their 
                         exuberance.

               EXT. MARSH -- DAY

               Claude and Ray beat the bulrushes with switches, rustling a 
               couple of pheasants from their hiding spot. As the birds 
               take wing, Wilkins aims his shot gun and fires twice in rapid 
               succession. Both birds fall from the sky in a flutter of 
               feathers.

               OMITTED

               Sequence omitted from original script.

               OMITTED

               Sequence omitted from original script.

               INT. SUPERINTENDENT'S MANSION -- DAY

               Claude fills Wilkins' water glass as the Superintendent takes 
               a bite of lamb chop and winces in pain.

                                     WILKINS
                         Damn dentures slipping again. 
                         Everything falls apart when you grow 
                         old, eh, Claude? Time sure marches 
                         on.

                                     CLAUDE
                         Yes, boss.

                                     WILKINS
                         You know, I'm fixing on retiring at 
                         the end of the summer, gonna try to 
                         enjoy what few years I have left. 
                         What do you think of this place? 
                         It's one of those new retirement 
                         communities down on the Gulf.

               Claude glances at a glossy brochure. From outside, Ray peers 
               suspiciously through the dining room window as he hacks at a 
               rose bush.

                                     CLAUDE
                         Ocean views, palm trees, two heated 
                         swimming pools and a golf course -- 
                         sounds a damn sight better than that 
                         infirmary across the way where I'm 
                         gonna end up.

               Claude returns the brochure.

                                     WILKINS
                         I apologize, Claude. That was rude 
                         of me.

                                     CLAUDE
                         That's alright, boss. Takes a lot 
                         more than a colorful brochure to 
                         hurt my feelings.

                                     WILKINS
                         You been on the farm for quite a 
                         spell, haven't you?

                                     CLAUDE
                         Over forty years now. Me and Ray 
                         Gibson out there.

               Wilkins glances over at the window. Ray ducks out of view.

                                     WILKINS
                         Forty years. That's a long time for 
                         any crime, even murder.

                                     CLAUDE
                         It's a hell of a lot longer when 
                         you're innocent.

                                     WILKINS
                         Half the men in this prison swear 
                         they're innocent. Don't you think 
                         that's kinda funny?

                                     CLAUDE
                         You have to forgive me if I don't 
                         laugh.

               Claude pushes back into the kitchen, leaving Wilkins to think 
               this one over.

               INT. SERVANTS' QUARTERS -- NIGHT

               Ray and Claude are getting ready for bed.

                                     RAY
                         You and Wilkins sure are getting 
                         chummy. You two planning on going 
                         steady, or something?

                                     CLAUDE
                         He's just a lonely old man. He likes 
                         to talk.

                                     RAY
                         Hey, I'm a lonely old man. I like to 
                         talk, too. So why don't we start by 
                         talking about what kind of a plan 
                         you're working on?

                                     CLAUDE
                         I'm not working on a plan.

                                     RAY
                         You can't fool me, Claude. I know 
                         you got something brewing.

                                     CLAUDE
                         Goodnight, Ray.

               Claude punches his pillow and turns off the light.

               EXT. SUPERINTENDENT'S MANSION -- DAY

               Ray hacks a rose bush down to the nub. From the garage comes 
               the sound of an engine turning over. Wilkins' 1973 Lincoln 
               Continental convertible lurches down the drive with Claude 
               at the wheel. He screeches to a halt inches from Ray's legs 
               and climbs from the car.

                                     RAY
                         What the hell are you doing?

                                     CLAUDE
                         Don't touch that car.

               Claude pulls out a hanky and buffs Ray's finger print off 
               the hood.

                                     CLAUDE
                         Wilkins' driver's got the flu, so he 
                         asked me to fill in for him.

                                     RAY
                         You haven't driven in 40 years, you 
                         ain't even got a license. Man's taking 
                         his life in his hands, putting you 
                         behind the wheel! Where you taking 
                         him?

                                     CLAUDE
                         Greenville. We're picking up the new 
                         Superintendent at the bus station.

               Ray scowls as Claude straightens his chauffeur uniform and 
               heads up the path to the mansion.

               EXT. GREENVILLE BUS STATION -- DAY

               Claude pulls up in front of the station, steps out of the 
               car and holds the door for Wilkins, who checks his watch.

                                     WILKINS
                         You know I trust you, Claude.

                                     CLAUDE
                         Yes, sir.

                                     WILKINS
                         I'll be right back.

               Wilkins heads into the station, leaving Claude alone with 
               the Continental. All around him are the sights, sounds and 
               smells of the free world. A woman rushes into the arms of a 
               man as he climbs off a bus. Across the street is Grandma 
               Dodi's Pork Rib Joint where Cookie never made it to the peach 
               cobbler. A young brother with a boom box walks by. In the 
               street, kids crowd around the back of an ice cream truck. 
               Then Claude catches his reflection in the car window and 
               frowns. When did he get this old? Unnerved, he moves around 
               to the back of the car and pops open the trunk.

                                     RAY
                              (sitting up)
                         Damn, it was getting hot in there.

                                     CLAUDE
                         What the hell are you doing in that 
                         trunk?!

                                     RAY
                         You didn't think I was gonna let you 
                         escape alone, did you?

                                     CLAUDE
                         I ain't escaping! We're picking up 
                         the new super just like I told you.

                                     RAY
                         Then you're lucky I came along. 
                         Doesn't take a visionary to spot a 
                         golden opportunity like this. Now 
                         help me out of this trunk.

                                     CLAUDE
                         You ain't getting out of that trunk.

                                     RAY
                         Come on, man, I'm starting to cramp 
                         up here.
                              (Ray struggles out of 
                              the trunk)
                         We have the chance right here, right 
                         now, I say we go!

                                     CLAUDE
                         Go where, Ray?

                                     RAY
                         Back to New York for starters.

                                     CLAUDE
                         And what will we do when we get there? 
                         I'm sixty-five years old, Ray. So 
                         are you. What are we gonna do out 
                         here? Get married, have kids, settle 
                         down? That boat sailed without us, 
                         man.

                                     RAY
                         This boat's gonna sail without you, 
                         too. I don't care if I last one day 
                         out here. At least it's one day of 
                         freedom. Now gimme those keys.

                                     CLAUDE
                         Forget about that. You run if you 
                         want to, but you're not taking this 
                         car.

                                     RAY
                         Claude, man, I'm serious. Give me 
                         those keys.

                                     CLAUDE
                         I ain't spending a month in the hole 
                         so you can take a joy ride.

                                     RAY
                         Don't make me take them away from 
                         you.

                                     CLAUDE
                         Hey, there's Wilkins!

               Ray looks, Claude clocks him. Ray slumps back into the trunk. 
               Claude stuffs Ray's legs back into the trunk and slams the 
               lid.

                                     CLAUDE
                         Who's driving now, bitch?

               He looks up just as Wilkins and the new superintendent exit 
               the bus station. Warren Pike's hair has gone grey and he's 
               40 years older, but there's no mistaking the former sheriff 
               of Natchez County. He still bears a nasty scar on his cheek 
               from a wound inflicted long ago.

               CLAUDE'S POV -- Pike appears as a young man in his sheriff's 
               uniform striding slowly toward him.

               Claude blinks and looks again. Pike has returned to his old 
               self as he and Wilkins step up.

                                     PIKE
                              (dropping his bags)
                         There you go, boy.

               Oblivious, Pike climbs into the back seat. Wilkins nods to 
               Claude.

                                     WILKINS
                         Come on, Claude, time to go.

               Claude snaps to it, grabbing the bags. He considers opening 
               the trunk, but decides to carry them around to the front 
               seat with him.

               EXT. KITCHEN PORCH -- DUSK

               Backs to the CAMERA, Ray and Claude urinate, presumably off 
               the porch.

                                     RAY
                         You sure it was him?

                                     CLAUDE
                         Some faces you just don't forget. 
                         Warren Pike's is one of 'em.

                                     RAY
                         I don't like it, I don't like it one 
                         bit. We shoulda taken that car when 
                         we had the opportunity. We'd be half 
                         way to New York by now.

                                     CLAUDE
                         We'd be in the hole by now. Hey, 
                         man, you're peeing on my shoe.

                                     RAY
                         I know. Simultaneously, they shake 
                         and zip. Claude bends down and picks 
                         up a bowl of gumbo, placing it on a 
                         tray next to an identical one.

               INT. DINING ROOM -- NIGHT

               Wilkins pours a frosty drink and offers it to Pike.

                                     WILKINS
                         Lemonade?

                                     PIKE
                         I prefer bourbon.

                                     WILKINS
                         I'm sorry, I don't keep any liquor 
                         in the house.

                                     PIKE
                         Well, fortunately, I carry my own.

               Pike pulls a flask from his jacket and tilts it high. Claude 
               enters from the kitchen with the two steaming bowls of gumbo.

                                     WILKINS
                         Hunting's been pretty good on the 
                         farm the last few years. It's one of 
                         the perks of the job. If you're 
                         interested, tomorrow I could show 
                         you some of my favorite spots.

                                     PIKE
                         You don't have to twist my arm.
                              (digging in)
                         Say now, that gumbo has quite a kick.

                                     WILKINS
                         Thank you, Claude. That'll be all 
                         for tonight.

                                     CLAUDE
                         Goodnight, Mr. Wilkins. Mr. Pike.

                                     WILKINS
                         Goodnight, Claude.

               Pike nods coldly. Claude steps back into the kitchen.

                                     PIKE
                         If you don't mind my saying, you 
                         seem mighty familiar with your house 
                         boy.

                                     WILKINS
                         I believe in treating the convicts 
                         with respect, if that's what you 
                         mean.

                                     PIKE
                              (sarcastic)
                         Respect? Well, isn't that progressive.

                                     WILKINS
                         If somebody deserves respect, Mr. 
                         Pike, they receive it from me, convict 
                         or no convict.

               Pike curls his lip with disdain before taking a healthy 
               spoonful of gumbo.

               EXT. MARSH -- DAY

               Claude and Ray beat the bullrushes with switches. Amid a 
               flutter of wings, three pheasants take to the air. Wilkins 
               fires first, knocking one out the sky. Pike pulls off two 
               rounds, playing clean up.

               EXT. FIELD -- DAY

               Ray and Claude dump their game bags into the back of a pickup 
               truck. Nearby, Pike drains his flask while Wilkins scrapes 
               mud off his boots. The breeze picks up, clouds fill the sky.

                                     WILKINS
                         Well, that's a pretty good haul. 
                         What do you say, Mr. Pike? Ready to 
                         call it a day?

               Pike pulls a gold watch from his pocket and releases the 
               face plate. A familiar mechanical tune floats on the gathering 
               breeze. Ray turns around slowly. His eyes fall on the watch 
               in Pike's hand. His daddy's watch. In Pike's hand.

                                     PIKE
                         Yeah, it's getting late. I could 
                         sure use a bath.

                                     RAY
                         That's a real nice watch you got 
                         there, sir. Fancy old thing even 
                         plays a little tune.

                                     PIKE
                         Yeah, it's special. They don't make 
                         'em like this anymore.

                                     RAY
                         Sure don't. Mind if I ask where you 
                         got it?

                                     PIKE
                         Why, my wife gave it to me on our 
                         anniversary some years back.

               Claude looks at the watch, then at Ray. Uh oh.

                                     RAY
                         Must have been some time ago. Maybe 
                         forty years?

                                     PIKE
                              (eyes narrowing)
                         Something like that, yes.

                                     RAY
                         She give you that scar, too?

               Pike thrusts the barrel of his gun up under Ray's chin.

                                     PIKE
                         I oughta shoot you for that comment, 
                         boy.

                                     RAY
                         Like you shot Winston Hancock?

               Wilkins turns to see Pike holding Ray at gunpoint.

                                     WILKINS
                         What's going on here?

                                     PIKE
                         I'm afraid I'm gonna have to teach 
                         this uppity nigger a lesson in 
                         manners.

                                     RAY
                         That's Mr. Uppity Nigger to you.

               Ray grabs the barrel of the shotgun and slams it into Pike's 
               face. Pike rolls over and freezes, staring down the barrel 
               of his own gun now in Ray's hands. Confused, Wilkins points 
               his gun at Ray.

                                     CLAUDE
                         Cool it, Ray. You're gonna get us in 
                         a lot of trouble.

                                     WILKINS
                         He's right, Gibson. Put down the gun 
                         and we'll work this out.

                                     RAY
                         I'm gonna work this man's brains out 
                         the back of his head.

                                     PIKE
                         Shoot him, Wilkins!

                                     CLAUDE
                         Don't shoot, sir. I can deal with 
                         this.
                              (cautiously)
                         Ray, buddy, you don't want to shoot 
                         this white man. See, you do that, 
                         they'll kill you for sure. And it's 
                         not that I like you or anything, but 
                         I've kinda gotten used to having you 
                         around.

                                     RAY
                         He's got my daddy's watch, Claude. I 
                         always knew whoever took that watch 
                         killed Winston Hancock. And that was 
                         you, Mr. Pike.

                                     PIKE
                         He's crazy. Don't listen to him, 
                         Wilkins.

                                     WILKINS
                         Do you realize what your saying, 
                         Gibson?

                                     RAY
                         That watch was the only thing my 
                         daddy ever gave me. It meant the 
                         world to me.

                                     PIKE
                         Goddamn it, Wilkins, would you please 
                         just shoot the nigger!

                                     RAY
                         He shoots me, I swear I'll take you 
                         with me! I just want to hear you say 
                         it.

                                     WILKINS
                         Is there any truth to what he's 
                         saying, Pike?

                                     PIKE
                         What difference does it make? Natchez 
                         was better off without Winston 
                         Hancock! Who cares if a couple of no-
                         account bootleggers went to jail for 
                         his killing? At least the state of 
                         Mississippi got 40 years of cheap 
                         labor out of the deal!

                                     CLAUDE
                         Forty years of cheap labor! Gimme 
                         that gun.

               Claude grabs for the gun.

                                     RAY
                         No, I'm gonna kill him --

                                     CLAUDE
                         No, believe me, I'm gonna kill him!

               Claude yanks the gun free and points it right in Pike's face. 
               Wilkins trains his gun on Claude. But the moment passes. 
               Claude lowers the gun. Bewildered, Wilkins does the same.

                                     CLAUDE
                         I can't do it.

                                     RAY
                         That's because you're soft. Gimme 
                         the gun.

                                     CLAUDE
                         What'd you say?

                                     RAY
                         I said you're soft.

                                     CLAUDE
                         Don't call me soft, I hate it when 
                         you call me that.

               Ray mouths the word -- "soft." Claude clenches his jaw, points 
               the gun and pulls the trigger. Click.

               Pike smirks and pulls a small gun from his boot. But as he 
               raises it -- BLAM! Pike is hurled backward by a shotgun blast. 
               Shocked, Ray and Claude look at Wilkins, his gun still smoking 
               in his hands.

               After a significant beat, Ray reaches down and gingerly 
               retrieves his daddy's gold pocket watch.

                                     RAY
                         I believe this is mine.

               EXT. SUPERINTENDENT'S MANSION -- DAY

               A gurney carrying Pike's body is lifted into the back of a 
               van by two COUNTY CORONERS. Nearby, a distraught Wilkins 
               tells his story to a couple of SHERIFF'S DEPUTIES.

                                     WILKINS
                         ...I was drawing a bead on a bird 
                         when Mr. Pike just stepped into my 
                         line of fire.

                                     DEPUTY #1
                         Where were the two convicts when the 
                         shot was fired?

                                     WILKINS
                         They were busy loading up the truck. 
                         We got him back here as quick as 
                         possible, but... I just feel terrible 
                         about this...

               INT. MANSION -- DAY

               Ray and Claude watch through the window as Wilkins talks to 
               the deputies.

                                     CLAUDE
                         Why don't he just tell 'em the truth?

                                     RAY
                         He knows nobody wants to hear the 
                         truth.

               One of the deputies pats Wilkins sympathetically on the back. 
               Then he and his partner put away their notebooks and head 
               for their vehicle. Wilkins heads up the steps and into the 
               house.

                                     WILKINS
                         Well, I think they bought it. One of 
                         the deputies belongs to my church.

               Visibly shaken, Wilkins takes a seat, wiping the sweat from 
               his brow with a handkerchief.

                                     WILKINS
                         I realize there's no way... There's 
                         nothing I can say to make up for 
                         forty years... I'll have Charlotte 
                         prepare those pardon papers right 
                         away.

               Wilkins winces and swallows a couple of pills from his box.

                                     WILKINS
                         Claude, mind helping me to the 
                         bathroom?

                                     CLAUDE
                              (giving him a hand)
                         Sure, boss.

                                     WILKINS
                         I'm not your boss. Not anymore.

               EXT. PRISON CEMETERY (PRESENT) -- DAY

               Jake looks at Willie expectantly.

                                     JAKE
                         So Ray and Claude got their pardons, 
                         right?

                                     LEON
                              (smacking him)
                         No, they didn't get their pardons, 
                         you dumb shit! If they'd got their 
                         pardons way back then, we wouldn't 
                         be burying them today, would we?

                                     JAKE
                              (chewing on it)
                         Oh, right. Well, why didn't they get 
                         those pardons?

                                     WILLIE
                         Old man Wilkins' never came out of 
                         that bathroom. Died right there on 
                         the crapper.

                                     LEON
                         Just like Elvis.

                                     WILLIE
                         Of course nobody believed Ray and 
                         Claude.

                                     JAKE
                         That musta messed 'em up pretty bad.

                                     LEON
                         What happened to 'em after that, 
                         Willie?

                                     WILLIE
                         After that? Well, let's see. After 
                         that they got old. We all got old.

               EXT. INFIRMARY -- DAY

               Ray and Claude, now in their nineties, sit under a tree in 
               the courtyard listening to a Yankees game on a transistor 
               radio.

                                     RAY
                         Nurse Humphries was checking my 
                         prostate this morning. I got an 
                         erection.

                                     CLAUDE
                         An erection, huh? Haven't had one of 
                         those in a while.

                                     RAY
                         Tell me about it. Scared me at first. 
                         Then, before I could figure out what 
                         to do with it, it was gone. Imagine 
                         my disappointment.

               On the radio, the announcer voice rises in pitch as the 
               Yankees score. Ray and Claude share a satisfied look.

                                     CLAUDE
                         Sure would like to see the house 
                         that Ruth built one more time.

                                     RAY
                         Well, Ruth shoulda built it a little 
                         better. Damn thing's falling to 
                         pieces. Gonna hurt somebody.

                                     CLAUDE
                         What do you expect? It's almost as 
                         old as we are.

                                     RAY
                         They oughta tear that shit down and 
                         ship them Yankees cross the river to 
                         Jersey.

                                     CLAUDE
                         Remember what that place looked like 
                         on a sunny spring day? More beautiful 
                         than any church I was ever in.

               TWO ORDERLIES push a DEAD BODY past on a squeaking gurney.

                                     CLAUDE
                         Looks like old Jonesy finally got 
                         his walking papers.

               Ray tips his flask in a simple salute.

                                     RAY
                         Over to the morgue and up the hill 
                         to the cemetery. Never thought I'd 
                         admit it, Claude, but you were right.

                                     CLAUDE
                         'Course I was right. About what?

                                     RAY
                         You're the one who said that 
                         boneyard's the only way we're getting 
                         out of here. We're gonna join all 
                         the rest of 'em soon enough. Jangle 
                         Leg, Biscuit, Goldmouth, Poker Face, 
                         Cookie, Radio -- yes sir, pick a 
                         plot and start digging...

               Ray closes his eyes and settles in for a nap. Claude turns 
               to watch Jonesy squeaking away. Something about what Ray 
               just said has given him an idea.

               INT. INFIRMARY -- DAY

               "Oprah" blares on the television. Old convicts linger about 
               in various states of repose and decay. A young ORDERLY pops 
               to the music on his Walkman as he pushes a cart through the 
               ward.

               Over at a table, Ray and Claude play poker with Willie, a 
               SHAKY OLD JUNKIE and TWO YOUNG GANG BANGERS. The currency on 
               the table isn't poker chips, it's pills of various sizes and 
               colors.

                                     GANG BANGER #1
                         Two Percodan.

                                     CLAUDE
                         I'll raise you.

                                     GANG BANGER #1
                         What the fuck are those?

                                     CLAUDE
                         Keeps your cholesterol down.

                                     GANG BANGER #1
                         I look like I give a shit about my 
                         cholesterol?

               GANG BANGER #2 takes a quick hit of cocaine from a bullet. 
               He notices Ray staring at him.

                                     GANG BANGER #2
                         You want a bump, G?

                                     RAY
                         I wouldn't be putting that shit up 
                         my nose. That came in in somebody's 
                         ass. It's like you're sniffin' ass. 
                         Maybe that's your thing, but it ain't 
                         mine.

               Ray pushes his bet to the center of the table. The shaky 
               junkie folds. Willie tosses in some pills and turns to Gang 
               Banger #2.

                                     WILLIE
                         Looks like it's up to you, stinky 
                         ass sniffer.

               Glaring, Gang Banger #2 flips a big pill into the pot.

                                     CLAUDE
                         Thorazine? Well, that's a little 
                         rich for my blood.

               He tosses down his cards. The shaky junkie attempts to light 
               a cigarette. The match slips from his trembling fingers and 
               falls into his lap.

                                     CLAUDE
                         Damn fool gonna set this place on 
                         fire one of these days.

               Gang Banger #1 folds. It's back to Ray.

                                     RAY
                         I got three stool softeners left.
                              (to Gang Banger #2)
                         That oughta be right up your alley.

               The remaining players match the pot. Gang Banger #2 reveals 
               his cards. Willie frowns. Ray lays down his cards and 
               victoriously sweeps his winnings into a paper cup. Across 
               the room, Nurse Humphries enters with a tray of snacks. She, 
               too, is showing the years.

                                     NURSE HUMPHRIES
                         Who wants Jell-O?

               The magic word. The poker players join a stampede of oldsters 
               in a clatter of canes, walkers and artificial limbs. Ray and 
               Claude are left alone at the table.

                                     RAY
                         Hey, where you going? We got money 
                         on the table here!

               Claude glances around to ensure that he's not overheard.

                                     CLAUDE
                         You know, Ray, I've been chewing on 
                         what you said this afternoon. I think 
                         I got a plan.

               Ray gives Claude a long look.

                                     RAY
                         Are you trying to tell me after all 
                         this time you finally have a plan 
                         for busting out of here?

                                     CLAUDE
                         Shh! Is that so hard to believe?

                                     RAY
                         Don't tell me, I don't want to hear 
                         it. It's probably all fucked up, 
                         anyway.

                                     CLAUDE
                         You don't want to hear it, you don't 
                         want to hear it. There's no shame in 
                         that.

                                     RAY
                         It's too late for plans.

                                     CLAUDE
                         Never thought I'd hear Ray Gibson 
                         say that. Hell with you then. You'd 
                         only slow me down anyway.

               Ray turns away as Claude walks off. A DODDERING INMATE stands 
               nearby slurping on Jell-O. His robe hangs open.

                                     RAY
                         Hey, man, cover that shit up!

               Disgusted, Ray discards his own Jell-O. He pulls out his 
               daddy's pocket watch and checks the time. The little 
               mechanical tune nags at him. He snaps the lid shut and 
               considers the watch resting in the palm of his hand.

               OMITTED

               Sequence omitted from original script.

               EXT. INFIRMARY -- NIGHT

               The building is dark. But then, through a first-floor window, 
               we see the unmistakable orange glow of a fire.

               INT. INFIRMARY -- NIGHT

               An ALARM BLARES as the place fills with smoke. Wearing a 
               robe and slippers, Nurse Humphries runs among the prisoners, 
               helping them out the door.

               EXT. INFIRMARY -- NIGHT

               Coughing and disheveled, Ray emerges onto the lawn pushing 
               Willie in the wheelchair. As other prisoners evacuate the 
               building, Ray looks around for Claude, but he doesn't see 
               him. Nurse Humphries takes a quick head count.

                                     NURSE HUMPHRIES
                         Is everyone here?

                                     RAY
                         Hey, where's Claude? I don't see 
                         Claude!

                                     NURSE HUMPHRIES
                         Stay calm, Ray. We'll find him. 
                         Claude! Has anyone seen Claude?

                                     RAY
                         He must still be in there.

               Grimly, Ray starts toward the burning infirmary. Nurse 
               Humphries holds him back.

                                     NURSE HUMPHRIES
                         Wait for the firemen!

                                     RAY
                         It'll be too late.

                                     NURSE HUMPHRIES
                         You can't go in there, Ray! You'll 
                         never make it!

                                     RAY
                         I'm going in for him. He'd do the 
                         same for me.

               Ray shakes her off and runs up the steps, disappearing into 
               the burning building.

               INT. INFIRMARY -- NIGHT

               Ray dodges flames as he presses into the inferno.

               EXT. INFIRMARY -- NIGHT

               Nurse Humphries, Willie and the rest of the inmates watch 
               grimly as flames engulf the building. Nobody could survive 
               this blaze. From the highway comes the siren wail of 
               approaching fire engines. But it's too late. Sparks erupt 
               into the night sky as the roof collapses...

               EXT. INFIRMARY -- DAWN

               Fire trucks pull away from the smoldering ruins. A local 
               REPORTER interviews witnesses. INVESTIGATORS comb through 
               the wreckage, making notes. COUNTY CORONERS pull a couple of 
               gurneys from the back of their van.

               EXT. INFIRMARY RUINS -- DAY

               Superintendent Bill Burke is led through the destruction by 
               a FIRE INSPECTOR. They approach the coroners as they finish 
               zipping up two body bags.

                                     BURKE
                         How did it start?

                                     FIRE INSPECTOR
                         Probably old wires. The place was a 
                         tinderbox just waiting to go.

                                     BURKE
                         I guess we should have torn this old 
                         building down a long time ago.

                                     FIRE INSPECTOR
                         Gibson made it this far before he 
                         was probably overcome by smoke. From 
                         the look of things, Banks never even 
                         made it out of bed.

               Burke watches solemnly as the coroners wheel the bodies past 
               him.

               EXT. PRISON CEMETERY -- DAY

               Jake and Leon shake their heads and look at the two fresh 
               graves.

                                     LEON
                         Man, you really bummed me out. That's 
                         a terrible story.
                              (looking at Jake)
                         Nigger, you crying?

                                     JAKE
                         Hell, no! I just got something in my 
                         eye.

                                     WILLIE
                         It's alright for a man to cry once 
                         in awhile. Just don't make a habit 
                         of it.

                                     LEON
                         Hey, Willie, what was Claude's plan, 
                         anyway?

                                     WILLIE
                         Nothing to it, really. Claude figured 
                         they could steal a couple of bodies 
                         from the morgue. They got a couple 
                         of crackers working there don't know 
                         their asses from their elbows. Then 
                         they was gonna set fire to the 
                         infirmary and make it look like those 
                         bodies was them that got stuck inside. 
                         Claude figured during the commotion, 
                         it wouldn't be too hard to slip onto 
                         one of the fire trucks and hang tight 
                         until it rolled right on out of here 
                         in the morning.

               The young inmates share a look, then glance into the graves, 
               then look back at Willie.

                                     JAKE
                         What makes you think it didn't work?

                                     WILLIE
                         I never said it didn't work.

               Leon and Jake do the arithmetic. You can almost hear the 
               gears grinding under the strain.

                                     LEON
                         You trying to tell us that's not Ray 
                         and Claude in those boxes?

               Willie starts to chuckle and sets his electric wheel chair 
               on auto-pilot, leaving the young inmates to guess at the 
               truth.

                                     JAKE
                         What do you think about that?

                                     LEON
                         I think that old man lost his marbles 
                         about a hundred years ago. Come on, 
                         let's get this over with.

               They pick up their shovels and go back to work burying the 
               caskets.

               INT. GREENVILLE FIRE STATION -- DAY

               The CAMERA MOVES PAST a FIREMAN hosing down the truck, past 
               another group of soot-stained FIREMEN eating breakfast, and 
               pauses in front of two lockers. A couple of FIREMEN emerge 
               from the showers wrapped in towels and open their lockers. 
               They share a look.

                                     FIREMAN #1
                              (to the room)
                         Alright, which of you hambones took 
                         our clothes?

               EXT. YANKEE STADIUM -- DAY -- WIDE SHOT

               Scalpers sell tickets. Vendors hawk souvenirs. Fans stream 
               up from the subway and through the gates. Somebody is singing 
               "The Star-Spangled Banner."

               EXT. STANDS -- DAY

               In the middle of a capacity crowd, a VENDOR fixes two hot 
               dogs and passes them to a KID at the end of an aisle. The 
               kid passes them to the MAN next to him, and so on down the 
               line.

               The CAMERA FOLLOWS the hot dogs from face to face, some old, 
               some young, some black, some white -- it's New York City, 
               after all -- and finally the hot dogs arrive in a pair of 
               old, calloused black hands. Ray passes one of the dogs to 
               Claude.

                                     CLAUDE
                         I can't eat this.

                                     RAY
                         Why the hell not?

                                     CLAUDE
                         I saw that hot dog guy in the bathroom 
                         urinating. He didn't wash his hands.

               Ray and Claude glance around confused as the wave rolls 
               through their section of the bleachers. What the fuck? Claude 
               inspects his hot dog.

                                     RAY
                         Just put some mustard on it and eat 
                         it.

                                     CLAUDE
                         You didn't get ketchup?

                                     RAY
                         Gimme that damn thing.

               Ray snatches back the hot dog.

                                     CLAUDE
                         What am I gonna eat?

               Ray is suddenly young again.

                                     RAY
                         Have my ice cream.

               Claude takes the ice cream. He, too, is suddenly young again.

                                     CLAUDE
                         Thanks.

               They look at each other and share a laugh.

                                     RAY
                         Hell of a day for a ballgame, huh, 
                         Claude?

                                     CLAUDE
                         Hell of a day, Ray. Yankees are on 
                         fire.

               Claude pops the top on his ice cream. Suddenly, they are 
               both old again.

                                     CLAUDE
                         No, this ain't gonna work either. 
                         It's half chocolate, half vanilla.

                                     RAY
                         So?

                                     CLAUDE
                         They're touching.

               The CAMERA begins to pull back.

                                     RAY
                         If you don't eat that ice cream right 
                         now, I'm gonna strangle you until 
                         you are completely dead.

                                     CLAUDE
                         Yeah? You and what army?

                                     RAY
                         Next thing, you're gonna be 
                         complaining about the seats.

                                     CLAUDE
                         Well, if you must know, they could 
                         be closer.

                                     RAY
                         Damn, I shoulda let Spanky Johnson 
                         drown you in the river when I had 
                         the chance.

               "Pipe downs" etc. from the people around them.

                                     CLAUDE
                              (glancing around)
                         I know you're not talking to me...

                                     RAY
                         I'm sorry, he's on medication...

               The CAMERA PULLS BACK as the arguing continues, just like 
               the old days. MUSIC UP.

                                         THE END