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EXT. METROPOLITAN CITY - DOWNTOWN - LATE NIGHT

Hot summer night. The flesh district - hookers working the

sidewalks, stopping cars.

MIKE REILLY, 20s, paces a corner, restless, looking for

action ... wet hair, three-day beard, trenchcoat, sneakers,

heat-seeking weary eyes. He flashes a wad of bills in an

effort to get some attention... no one notices.

Across the street, BILL RICE, 50's, a ragged transient,

strolls over.

RICE:

Know what the problem is, kid? You're too

ugly to get propositioned.

REILLY:

Look who's talking, old man.

RICE:

C'mon, it's a quiet night.

Rice starts away. Reilly pauses, then trudges after him.

EXT. SIDESTREET - NIGHT

Rice and Reilly pull donuts and coffee out of a bag, talk

with their mouths full as they walk.

RICE:

Next week we work the park.

REILLY:

I gotta get back on top. Get off the sleaze

detail.

RICE:

You will, one day at a time. I'll be old and

grey when it happens...

They share a grin, pass a BAG LADY who wears a pie-tin crown,

holding her hand out to a PIMP getting into a Cadillac.

BAG LADY:

A small gift, sir, for the Queen ...

The Pimp ignores her, screeches off. The Bag Lady pulls out

a pad, adds his license number to a list, glances up at Rice

and Reilly.

BAG LADY (cont.)

I keep a record, see? They don't

pay, I don't forget.

Rice fishes some change out of his pocket.

RICE:

Here you go, your Highness.

BAG LADY:

Thank you, officer.

She pushes her shopping cart away. Rice and Reilly look at

each other, crack up, surprised she knew he was a cop.

REILLY:

So what'll you do? After they give you the

gold watch.

RICE:

Hell, I got a gold watch... it just don't

work. Maybe they'll give me a new fishing

pole, or something useful.

REILLY:

You don't fish.

RICE:

How hard can it be? The grand kids been

buggin' me about taking them camping.

REILLY:

You outta the city... that's a fish out of

water. What's with all this family talk

lately, anyway?

RICE:

One of these days you're gonna get tired of

fighting the sh*t. When that happens, you'll

wish you had family.

REILLY:

No thanks. I got close but it never woulda

worked.

They stop beside a dirty, beat-up Studebaker parked in the

alley, climb in, Reilly behind the wheel.

INSIDE THE STUDEBAKER

Cluttered with debris - clothes, boxes, personal items.

Reilly jiggles the ignition - the engine coughs and sputters,

finally turns over.

RICE:

Why don't you just shoot it and put it out of

its misery?

REILLY:

What are you talking about, it's purring like

a kitty.

RICE:

I thought you said what's-her-name's brother

was going to fix it.

REILLY:

She didn't work out, had to cut her loose.

RICE:

What was it this time?

REILLY:

She wanted to cook me breakfast.

The White Van appears up ahead and turns into a seemingly

deserted building's garage.

Reilly and Rice exchange a glance as they wait to see lights

come on in the building. They don't.

Two flashlight beams criss cross through the windows of the

building briefly, then disappear. They hear a brief heated

argument, that is cut short abruptly. Then silence.

REILLY (cont.)

C'mon, let's check it out.

RICE:

We're vice, I didn't see no pimps or hookers

in that van. But if you're so gung-ho, we'd

best call it in for some back-up.

REILLY:

Nah, let's just take a look-see.

Reilly jumps out and heads for the building. Rice rolls his

eyes, follows.

INT. BUILDING - NIGHT

A huge, old, battered machine shop. Spooky darkness, dead

quiet. Moonlight filters in through dirt-smeared windows.

The door CREAKS as Reilly and Rice slip in, stop, eyes scan.

Nothing. Just rows of glistening machines.

Rice gestures for Reilly to spread out. They head in,

footsteps echoing, shadows washing over them.

Still nothing...deeper, deeper... then, glancing over, Reilly

sees a shape hiding behind a machine. He steps towards it.

The shape whirls - a beautiful spitfire of a GIRL with

piercing blue eyes.

She tries to bolt. Reilly grabs her. She struggles, pulls a

knife, slashes his arm, drawing blood through his trenchcoat.

REILLY:

Ow! Son-of-a-b*tch.

He punches her full force in the face - she collapses,

knocked out cold. Rice rushes over.

RICE:

You okay?

REILLY:

Yeah, just a nick ...

Then, over Reilly's shoulder, Rice sees a dark SILHOUETTE

emerging from behind a machine. Rice draws his pistol.

RICE:

Freeze! Police!

As Reilly whirls, the Silhouette raises a Mac-11.

Rice shoves Reilly aside as the Silhouette OPENS FIRE...

Diving for cover, Reilly flings back his trenchcoat, whips

out his 9mm and RETURNS FIRE at the Silhouette, blowing the

sh*t out of windows behind, sparks showering off machines.

Silence for an instant, Reilly looks for Rice and finds him

bleeding to death on the floor nearby - he is completely

exposed to the line of fire.

The Silhouette and another FIGURE OPEN FIRE on Reilly.

SWAN, 40s, crazy-brilliant, manic eyes... and one of his men,

pale, sweaty, wearing an EARRING, 30s, continue the barrage.

Swan fires ONE SHOT at a time at Rice, deliberately aiming

not to kill him, trying to flush Reilly out.

Rice screams as BULLETS RIP into his legs. Reilly tries to

reach him but can't, shots forcing him back.

A dark-eyed man with a BEARD appears in the b.g. and stealths

towards Reilly from behind.

Reilly' face is in agony as Rice moans in pain. He glances

urgently from the gunmen to the exit behind them, to The Girl

lying next to him -- what's keeping them there? Obviously

The Girl.

She stirs. Desperate, Reilly grabs her by the hair, shoves

his 9mm to her head. Using her as a shield, he drags her in

front of Rice to protect him.

REILLY:

(to gunmen)

Drop it!

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