"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"DOUBLE INDEMNITY"

Screenplay by

Billy Wilder and Raymond Chandler

Based on the novel

"Double Indemnity In Three Of A Kind"

by

James M. Cain



CHARACTERS

WALTER NEFF
PHYLLIS DIETRICHSON
BARTON KEYES
LOLA DIETRICHSON
MR. DIETRICHSON
NINO ZACHETTI
MR. NORTON
MR. JACKSON
SAM GORLOPIS



SEQUENCE "A"

FADE IN:

A-1 LOS ANGELES - A DOWNTOWN INTERSECTION

It is night, about two o'clock, very light traffic.

At the left and in the immediate foreground a semaphore
traffic signal stands at GO. Approaching it at about thirty
miles per hour is a Dodge 1938 coupe. It is driven erratically
and weaving a little, but not out of control.

When the car is about forty feet away, the signal changes to
STOP. Car makes no attempt to stop but comes on through.

A-2 A LIGHT NEWSPAPER TRUCK

is crossing the intersection at right angles. It swerves and
skids to avoid the Dodge, which goes on as though nothing
had happened. The truck stops with a panicky screech of tires.
There is a large sign on the truck: "READ THE LOS ANGELES
TIMES". The truck driver's infuriated face stares after the
coupe.

A-3 THE COUPE

continues along the street, still weaving, then slows down
and pulls over towards the curb in front of a tall office
building.

A-4 THE COUPE

stops. The headlights are turned off. For a second nothing
happens, then the car door opens slowly. A man eases himself
out onto the sidewalk and stands a moment leaning on the
open door to support himself. He's a tall man, about thirty-
five years old. From the way he moves there seems to be
something wrong with his left shoulder.

He straightens up and painfully lowers his left hand into
his jacket pocket. He leans into the car. He brings out a
light-weight overcoat and drapes it across his shoulders. He
shuts the car door and walks toward the building.

A-5 ENTRANCE OF THE BUILDING

Above the closed, double-plate glass doors is lettered:
"PACIFIC BUILDING". To the left of entrance there is a
drugstore, closed, dark except for a faint light in the back.
The man comes stiffly up to the doors. (CAMERA HAS MOVED UP
WITH HIM). He tries the doors. They are locked. He knocks on
the glass. Inside, over his shoulder, the lobby of the
building is visible: a side entrance to the drugstore on the
left, in the rear a barber shop and cigar and magazine stand
closed up for the night, and to the right two elevators. One
elevator is open and its dome light falls across the dark
lobby.

The man knocks again. The night watchman sticks his head out
of the elevator and looks toward entrance. He comes out with
a newspaper in one hand and a half-eaten sandwich in the
other. He finishes the sandwich on the way to the doors,
looks out and recognizes the man outside, unlocks the door
and pulls it open.

NIGHT WATCHMAN
Hello there, Mr. Neff.

Neff walks in past him without answering.

A-6 INT. LOBBY

Neff is walking towards elevator. Night watchman looks after
him, relocks door, follows to elevator. Neff enters elevator.

A-7 ELEVATOR

Neff stands leaning against wall. He is pale and haggard
with pain, but deadpans as night watchman joins him.

NIGHT WATCHMAN
Working pretty late aren't you, Mr.
Neff?

NEFF
(Tight-lipped)
Late enough.

NIGHT WATCHMAN
You look kind of all in at that.

NEFF
I'm fine. Let's ride.

Night watchman pulls lever, doors close and elevator rises.

NIGHT WATCHMAN
How's the insurance business, Mr.
Neff?

NEFF
Okay.

NIGHT WATCHMAN
They wouldn't ever sell me any. They
say I've got something loose in my
heart. I say it's rheumatism.

NEFF
(Scarcely listening)
Uh-huh.

Night watchman looks around at him, turns away again and the
elevator stops.

NIGHT WATCHMAN
(Surly)
Twelve.

The door opens. Across a small dark reception room a pair of
frosted glass doors are lettered: PACIFIC ALL-RISK INSURANCE
COMPANY - FOUNDED 1906 - MAIN OFFICE. There is a little light
beyond the glass doors.

Neff straightens up and walks heavily out of the elevator,
across reception room to doors. He pushes them open. The
night watchman stares after him morosely, works lever,
elevator doors start to close.

A-8 TWELFTH FLOOR INSURANCE OFFICE

(Note for set-designer: Our Insurance Company occupies the
entire eleventh and twelfth floors of the building. On the
twelfth floor are the executive offices and claims and sales
departments. These all open off a balcony which runs all the
way around. From the balcony you see the eleventh floor below:
one enormous room filled with desks, typewriters, filing
cabinets, business machines, etc.)

Neff comes through the double entrance doors from the
reception room. The twelfth floor is dark. Some light shines
up from the eleventh floor. Neff takes a few steps then holds
on to the balcony railing and looks down.

A-9 THE ELEVENTH FLOOR FROM ABOVE - NEFF'S POINT OF VIEW

Two colored women are cleaning the offices. One is dry-mopping
the floor, the other is moving chairs back into position,
etc. A colored man is emptying waste baskets into a big square
box. He shuffles a little dance step as he moves, and hums a
little tune.

A-10 NEFF

Moves away from the railing with a faint smile on his face,
and walks past two or three offices (CAMERA WITH HIM) towards
a glass door with number twenty-seven on it and three names:
HENRY B. ANDERSON, WALTER NEFF, LOUIS L. SCHWARTZ. Neff opens
the door.

A-11 INT. NEFF'S OFFICE - DARK

Three desks, filing cabinets, one typewriter on stand, one
dictaphone on fixed stand against wall with rack of records
underneath, telephones on all three desks. Water cooler with
inverted bottle and paper cup holder beside it. Two windows
facing toward front of building. Venetian blinds. No curtains.
Waste basket full, ash trays not emptied. The office has not
been cleaned.

Neff enters, switches on desk lamp. He looks across at dicta
phone, goes heavily to it and lifts off the fabric cover. He
leans down hard on the dictaphone stand as if feeling faint.
He turns away from dictaphone, takes a few uncertain steps
and falls heavily into a swivel chair. His head goes far
back, his eyes close, cold sweat shows on his face. For a
moment he stays like this, exhausted, then his eyes open
slowly and look down at his left shoulder. His good hand
flips the overcoat back, he unbuttons his jacket, loosens
his tie and shirt. This was quite an effort. He rests for a
second, breathing hard. With the help of his good hand he
edges his left elbow up on the arm-rest of the chair, supports
it there and then pulls his jacket wide. A heavy patch of
dark blood shows on his shirt. He pushes his chair along the
floor towards the water cooler, using his feet and his right
hand against the desk, takes out a handkerchief, presses
with his hand against the spring faucet of the cooler, soaks
the handkerchief in water and tucks it, dripping wet, against
the wound inside his shirt. Next, he gets a handful of water
and splashes it on his face. The water runs down his chin
and drips. He breathes heavily, with closed eyes. He fingers
a pack of cigarettes in his shirt pocket, pulls it out, looks
at it. There is blood on it. He wheels himself back to the
desk and dumps the loose cigarettes out of the packet. Some
are blood-stained, a few are clean. He takes one, puts it
between his lips, gropes around for a match, lights cigarette.
He takes a deep drag and lets smoke out through his nose.

He pulls himself toward dictaphone again, still in the swivel
chair, reaches it, lifts the horn off the bracket and the
dictaphone makes a low buzzing sound. He presses the button
switch on the horn. The sound stops, the record revolves on
the cylinder. He begins to speak:

NEFF
Office memorandum, Walter Neff to
Barton Keyes, Claims Manager. Los
Angeles, July 16th, 1938. Dear Keyes:
I suppose you'll call this a
confession when you hear it. I don't
like the word confession. I just
want to set you right about one thing
you couldn't see, because it was
smack up against your nose. You think
you're such a hot potato as a claims
manager, such a wolf on a phoney
claim. Well, maybe you are, Keyes,
but let's take a look at this
Dietrichson claim, Accident and Double
Indemnity. You were pretty good in
there for a while, all right. You
said it wasn't an accident. Check.
You said it wasn't suicide. Check.
You said it was murder. Check and
double check. You thought you had it
cold, all wrapped up in tissue paper,
with pink ribbons around it. It was
perfect, except that it wasn't,
because you made a mistake, just one
tiny little mistake. When it came to
picking the killer, you picked the
wrong guy, if you know what I mean.
Want to know who killed Dietrichson?
Hold tight to that cheap cigar of
yours, Keyes. I killed Dietrichson.
Me, Walter Neff, insurance agent, 35
years old, unmarried, no visible
scars --
(He glances down at
his wounded shoulder)
Until a little while ago, that is.
Yes, I killed him. I killed him for
money -- and a woman -- and I didn't
get the money and I didn't get the
woman. Pretty, isn't it?

He interrupts the dictation, lays down the horn on the desk.
He takes his lighted cigarette from the ash tray, puffs it
two or three times, and kills it. He picks up the horn again.

NEFF
(His voice is now
quiet and contained)
It began last May. About the end of
May, it was. I had to run out to
Glendale to deliver a policy on some
dairy trucks. On the way back I
remembered this auto renewal on Los
Feliz. So I decided to run over there.
It was one of those Calif. Spanish
houses everyone was nuts about 10 or
15 years ago. This one must have
cost somebody about 30,000 bucks --
that is, if he ever finished paying
for it.

As he goes on speaking, SLOW DISSOLVE TO:

A-12 DIETRICHSON HOME - LOS FELIZ DISTRICT

Palm trees line the street, middle-class houses, mostly in
Spanish style. Some kids throwing a baseball back and forth
across a couple of front lawns. An ice cream wagon dawdles
along the block. Neff's coupe meets and passes the ice cream
wagon and stops before one of the Spanish houses. Neff gets
out. He carries a briefcase, his hat is a little on the back
of his head. His movements are easy and full of ginger. He
inspects the house, checks the number, goes up on the front
porch and rings the bell.

NEFF'S VOICE
It was mid-afternoon, and it's funny,
I can still remember the smell of
honeysuckle all along that block. I
felt like a million. There was no
way in all this world I could have
known that murder sometimes can smell
like honeysuckle...

A-13 EXT. DIETRICHSON HOME - ENTRANCE DOOR

Neff rings the bell again and waits. The door opens. A maid,
about forty-five, rather slatternly, opens the door.

NEFF
Mr. Dietrichson in?

MAID
Who wants to see him?

NEFF
The name is Neff. Walter Neff.

MAID
If you're selling something --

NEFF
Look, it's Mr. Dietrichson I'd like
to talk to, and it's not magazine
subscriptions.

He pushes past her into the house.

A-14 HALLWAY - DIETRICHSON HOME

Spanish craperoo in style, as is the house throughout. A
wrought-iron staircase curves down from the second floor. A
fringed Mexican shawl hangs down over the landing. A large
tapestry hangs on the wall. Downstairs, the dining room to
one side, living room on the other side visible through a
wide archway. All of this, architecture, furniture,
decorations, etc., is genuine early Leo Carrillo period.
Neff has edged his way in past maid who still holds the door
open.

MAID
Listen, Mr. Dietrichson's not in.

NEFF
How soon do you expect him?

MAID
He'll be home when he gets here, if
that's any help to you.

At this point a voice comes from the top of the stairs.

VOICE
What is it, Nettie? Who is it?

Neff looks up.

A-15 UPPER LANDING OF STAIRCASE - (FROM BELOW)

Phyllis Dietrichson stands looking down. She is in her early
thirties. She holds a large bath-towel around her very
appetizing torso, down to about two inches above her knees.
She wears no stockings, no nothing. On her feet a pair of
high-heeled bedroom slippers with pom-poms. On her left ankle
a gold anklet.

MAID'S VOICE
It's for Mr. Dietrichson.

PHYLLIS
(Looking down at Neff)
I'm Mrs. Dietrichson. What is it?

A-16 SHOOTING DOWN FROM UPPER LANDING

Neff looks up, takes his hat off.

NEFF
How do you do, Mrs. Dietrichson. I'm
Walter Neff, Pacific All-Risk.

A-17 PHYLLIS

PHYLLIS
Pacific all-what?

A-18 NEFF

NEFF
Pacific All-Risk Insurance Company.
It's about some renewals on the
automobiles, Mrs. Dietrichson. I've
been trying to contact your husband
for the past two weeks. He's never
at his office.

A-19 PHYLLIS

PHYLLIS
Is there anything I can do?

A-20 NEFF

NEFF
The insurance ran out on the
fifteenth. I'd hate to think of your
getting a smashed fender or something
while you're not fully covered.

A-21 PHYLLIS

She glances over her towel costume.

PHYLLIS
(With a little smile)
Perhaps I know what you mean, Mr.
Neff. I've just been taking a sun
bath.

A-22 NEFF

NEFF
No pigeons around, I hope... About
those policies, Mrs. Dietrichson --
I hate to take up your time --

A-23 PHYLLIS

PHYLLIS
That's all right. If you can wait
till I put something on, I'll be
right down. Nettie, show Mr. Neff
into the living room.

She turns away as gracefully as one can with a towel for a
wrapper.]

A-24 ENTRANCE HALL

Neff watches Phyllis out of sight. He speaks to the maid
while still looking up.

NEFF
Where would the living room be?

MAID
In there, but they keep the liquor
locked up.

NEFF
That's okay. I always carry my own
keys.

He goes through the archway. Maid goes off the other way.

A-25 LIVING ROOM

Neff comes into the room and throws his briefcase on the
plush davenport and tosses his hat on top of it. He looks
around the room, then moves over to a baby grand piano with
a sleazy Spanish shawl dangling down one side and two cabinet
photographs standing in a staggered position on top. Neff
glances them over: Mr. Dietrichson, age about fifty-one, a
big, blocky man with glasses and a Rotarian look about him;
Lola Dietrichson, age nineteen, wearing a filmy party dress
and a yearning look in her pretty eyes. Neff walks away from
the piano and takes a few steps back and forth across the
rug. His eyes fall on a wrinkled corner. He carefully
straightens it out with his foot. His back is to the archway
as he hears high heels clicking on the staircase. He turns
and looks through the arch.

NEFF'S VOICE
The living room was still stuffy
from last night's cigars. The windows
were closed and the sunshine coming
in through the Venetian blinds showed
up the dust in the air. The furniture
was kind of corny and old-fashioned,
but it had a comfortable look, as if
people really sat in it. On the piano,
in couple of fancy frames, were Mr.
Dietrichson and Lola, his daughter
by his first wife They had a bowl of
those little red goldfish on the
table behind the davenport, but, to
tell you the truth, Keyes, I wasn't
a whole lot interested in goldfish
right then, nor in auto renewals,
nor in Mr. Dietrichson and his
daughter Lola. I was thinking about
that dame upstairs, and the way she
had looked at me, and I wanted to
see her again, close, without that
silly staircase between us.

A-26 STAIRCASE (FROM NEFF'S POINT OF VIEW)

Phyllis Dietrichson is coming downstairs. First we see her
feet, with pom-pom slippers and the gold anklet on her left
ankle. CAMERA PULLS BACK SLOWLY as she descends, until we
see all of her. She is wearing a pale blue summer dress.

PHYLLIS' VOICE
I wasn't long, was I?

NEFF'S VOICE
Not at all, Mrs. Dietrichson.

CAMERA PULLS BACK WITH HER INTO THE LIVING ROOM.

PHYLLIS
I hope I've got my face on straight.

NEFF
It's perfect for my money.

PHYLLIS
(Crossing to the mirror
over the fireplace)
Won't you sit down, Mr. -- Neff is
the name, isn't it?

NEFF
With two f's, like in Philadelphia.
If you know the story.

PHYLLIS
What story?

NEFF
The Philadelphia story. What are we
talking about?

PHYLLIS
(She works with her
lipstick)
About the insurance. My husband never
tells me anything.

NEFF
It's on your two cars, the La Salle
and the Plymouth.

He crosses to the davenport to get the policies from his
briefcase. She turns away from the mirror and sits in a big
chair with her legs drawn up sideways, the anklet now clearly
visible.

NEFF
We've been handling this insurance
for three years for Mr. Dietrichson...
(His eyes have caught
the anklet)
That's a honey of an anklet you're
wearing, Mrs. Dietrichson.

Phyllis smiles faintly and covers the anklet with her dress.

NEFF
We'd hate to see the policies lapse.
Of course, we give him thirty days.
That's all we're allowed to give.

PHYLLIS
I guess he's been too busy down at
Long Beach in the oil fields.

NEFF
Could I catch him home some evening
for a few minutes?

PHYLLIS
I suppose so. But he's never home
much before eight.

NEFF
That would be fine with me.

PHYLLIS
You're not connected with the
Automobile Club, are you?

NEFF
No, the All-Risk, Mrs. Dietrichson.
Why?

PHYLLIS
Somebody from the Automobile Club
has been trying to get him. Do they
have a better rate?

NEFF
If your husband's a member.

PHYLLIS
No, he isn't.

Phyllis rises and walks up and down, paying less and less
attention.

NEFF
Well, he'd have to join the club and
pay a membership fee to start with.
The Automobile Club is fine. I never
knock the other fellow's merchandise,
Mrs. Dietrichson, but I can do just
as well for you. I have a very
attractive policy here. It wouldn't
take me two minutes to put it in
front of your husband.

He consults the policies he is holding.

NEFF
For instance, we're writing a new
kind of fifty percent retention
feature in the collision coverage.

Phyllis stops in her walk.

PHYLLIS
You're a smart insurance man, aren't
you, Mr. Neff?

NEFF
I've had eleven years of it.

PHYLLIS
Doing pretty well?

NEFF
It's a living.

PHYLLIS
You handle just automobile insurance,
or all kinds?

She sits down again, in the same position as before.

NEFF
All kinds. Fire, earthquake, theft,
public liability, group insurance,
industrial stuff and so on right
down the line.

PHYLLIS
Accident insurance?

NEFF
Accident insurance? Sure, Mrs.
Dietrichson.

His eyes fall on the anklet again.

NEFF
I wish you'd tell me what's engraved
on that anklet.

PHYLLIS
Just my name.

NEFF
As for instance?

PHYLLIS
Phyllis.

NEFF
Phyllis. I think I like that.

PHYLLIS
But you're not sure?

NEFF
I'd have to drive it around the block
a couple of times.

PHYLLIS
(Standing up again)
Mr. Neff, why don't you drop by
tomorrow evening about eight-thirty.
He'll be in then.

NEFF
Who?

PHYLLIS
My husband. You were anxious to talk
to him weren't you?

NEFF
Sure, only I'm getting over it a
little. If you know what I mean.

PHYLLIS
There's a speed limit in this state,
Mr. Neff. Forty-five miles an hour.

NEFF
How fast was I going, officer?

PHYLLIS
I'd say about ninety.

NEFF
Suppose you get down off your
motorcycle and give me a ticket.

PHYLLIS
Suppose I let you off with a warning
this time.

NEFF
Suppose it doesn't take.

PHYLLIS
Suppose I have to whack you over the
knuckles.

NEFF
Suppose I bust out crying and put my
head on your shoulder.

PHYLLIS
Suppose you try putting it on my
husband's shoulder.

NEFF
That tears it.

Neff takes his hat and briefcase.

NEFF
Eight-thirty tomorrow evening then,
Mrs. Dietrichson.

PHYLLIS
That's what I suggested.

They both move toward the archway.

A-27 HALLWAY - PHYLLIS AND NEFF GOING TOWARDS THE ENTRANCE
DOOR

NEFF
Will you be here, too?

PHYLLIS
I guess so. I usually am.

NEFF
Same chair, same perfume, same anklet?

PHYLLIS
(Opening the door)
I wonder if I know what you mean.

NEFF
I wonder if you wonder.

He walks out.

A-28 EXT. DIETRICHSON HOME - (DAY)

Shooting past Neff's parked car towards the entrance door,
which is just closing. Neff comes towards the car, swinging
his briefcase. He opens the car door and looks back with a
confident smile.

NEFF'S VOICE
(Over scene)
She liked me. I could feel that. The
way you feel when the cards are...

A-29 ENTRANCE DOOR, DIETRICHSON HOME

In the upper panel the peep window opens and Phyllis looks
out after Neff.

NEFF'S VOICE
falling right for you, with a nice
little pile of blue and yellow chips
in the middle of the table. Only
what I didn't know then was that I
wasn't playing her. She was playing
me -- with a deck of marked cards --
and the stakes weren't any blue and
yellow chips. They were dynamite. I
went back to the office that afternoon
to see if I had any mail. It was the
same afternoon you had that Sam
Gorlopis on the carpet, that truck
driver from Inglewood, remember,
Keyes?

A-30 NEFF

He sits in his car, presses the starter button, looking back
towards the little window in the entrance door.

A-31 ENTRANCE DOOR

The peep window is quickly closed from inside.

A-32 STREET

Neff makes a U-turn and drives back down the block.

DISSOLVE TO:

A-33 LONG SHOT - INSURANCE OFFICE - TWELFTH FLOOR - (DAY) -
CAMERA HIGH

Activity on the eleventh floor below. Typewriters working,
adding machines, filing clerks, secretaries, and so forth.
Neff, wearing his hat and carrying his briefcase, enters
from the vestibule. He walks towards his office. He passes a
few salesmen, etc. There is an exchange of greetings. Just
as he reaches his office a secretary comes out. She stops.

SECRETARY
Oh, Mr. Neff, Mr. Keyes wants to see
you. He's been yelling for you all
afternoon.

NEFF
Is he sore, or just frothing at the
mouth a little? Here, park these for
me, sweetheart.

He hands her his hat and briefcase and continues right on,
CAMERA WITH HIM, to a door lettered:

BARTON KEYES - CLAIMS MANAGER

Keyes' voice is heard inside, plenty loud. Neff grins as he
opens the door and goes in.

A-34 KEYES: OFFICE - (DAY)

A minor executive office, not too tidy: large desk across
one corner, good carpet, several chairs, filing cabinet
against one wall, a dictaphone on the corner of the desk.

Keyes is sitting behind the desk with his coat off but his
hat on. A cigar is clamped in his mouth, ashes falling like
snow down his vest, a gold chair and elk's tooth across it.
On the other side of the desk sits Sam Gorlopis. He is a
big, dumb bruiser, six feet three inches tall -- a dirty
work shirt and corduroy pants, rough, untidy hair, broad
face, small piggish eyes. He holds a sweat-soaked hat on his
knee with a hairy hand. He is chewing gum rapidly. As Neff
opens the door, Keyes is giving it to Gorlopis.

KEYES
Wise up, Gorlopis. You're not kidding
anybody with that line of bull. You're
in a jam and you know it.

GORLOPIS
Sez you. All I want is my money.

KEYES
Sez you. All you're gonna get is the
cops.

He sees Neff standing inside the door.

KEYES
Come in, Walter. This is Sam Gorlopis
from Inglewood.

NEFF
Sure, I know Mr. Gorlopis. Wrote a
policy on his truck. How are you,
Mr. Gorlopis?

GORLOPIS
I ain't so good. My truck burned
down.

He looks cautiously sideways at Keyes.

KEYES
Yeah, he just planted his big foot
on the starter and the whole thing
blazed up in his face.

GORLOPIS
Yes, sir.

KEYES
And didn't even singe his eyebrows.

GORLOPIS
No sir. Look, mister. I got twenty-
six hundred bucks tied up in that
truck. I'm insured with this company
and I want my money.

KEYES
You got a wife, Gorlopis?

GORLOPIS
Sure I got a wife.

KEYES
You got kids?

GORLOPIS
Two kids.

KEYES
What you got for dinner tonight?

GORLOPIS
We got meat loaf.

KEYES
How do you make your meat loaf,
Gorlopis?

GORLOPIS
Veal and pork and bread and garlic.
Greek style.

KEYES
How much garlic?

GORLOPIS
Lotsa garlic, Mr. Keyes.

KEYES
Okay, Gorlopis. Now listen here.
Let's say you just came up here to
tell me how to make meat loaf. That's
all, understand? Because if you came
up here to claim on that truck, I'd
have to turn you over to the law,
Gorlopis, and they'd put you in jail.
No wife. No kids --

GORLOPIS
What for?

KEYES
(Yelling)
And no meat loaf, Gorlopis!

GORLOPIS
I didn't do nothin'.

KEYES
No? Look, Gorlopis. Every month
hundreds of claims come to this desk.
Some of them are phonies, and I know
which ones. How do I know, Gorlopis?
(He speaks as if to a
child)
Because my little man tells me.

GORLOPIS
What little man?

KEYES
The little man in here.

He pounds the pit of his stomach.

KEYES
Every time one of those phonies comes
along he ties knots in my stomach.
And yours was one of them, Gorlopis.
That's how I knew your claim was
crooked. So what did I do? I sent a
tow car out to your garage this
afternoon and they jacked up that
burned-out truck of yours. And what
did they find, Gorlopis? They found
what was left of a pile of shavings.

GORLOPIS
What shavings?

KEYES
The ones you soaked with kerosene
and dropped a match on.

Gorlopis cringes under the impact.

GORLOPIS
Look, Mr. Keyes, I'm just a poor
guy. Maybe I made a mistake.

KEYES
That's one way of putting it.

GORLOPIS
I ain't feelin' so good, Mr. Keyes.

KEYES
Sign this and you'll feel fine.

He puts a blank form in front of him and points.

KEYES
Right there. It's a waiver on your
claim.

Gorlopis hesitates, then signs laboriously.

KEYES
Now you're an honest man again.

GORLOPIS
But I ain't got no more truck.

KEYES
Goodbye, Gorlopis.

GORLOPIS
(Still bewildered)
Goodbye, Mr. Keyes.

He stands up and goes slowly to the door and turns there.

GORLOPIS
Twenty-six hundred bucks. That's a
lot of dough where I live.

KEYES
What's the matter, Gorlopis? Don't
you know how to open the door? Just
put your hand on the knob, turn it
to the right, pull it toward you --

GORLOPIS
(Doing just as Keyes
says)
Like this, Mr. Keyes?

KEYES
That's the boy. Now the same thing
from the outside.

GORLOPIS
(Stupefied)
Thank you, Mr. Keyes.

He goes out, closing the door after him. Keyes takes his
cigar stub from his mouth and turns it slowly in the flame
of a lighted match. He turns to Neff.

KEYES
What kind of an outfit is this anyway?
Are we an insurance company, or a
bunch of dimwitted amateurs, writing
a policy on a mugg like that?

NEFF
Wait a minute, Keyes. I don't rate
this beef. I clipped a note to that
Gorlopis application to have him
thoroughly investigated before we
accepted the risk.

KEYES
I know you did, Walter. I'm not
beefing at you. It's the company.
The way they do things. The way they
don't do things. The way they'll
write anything just to get it down
on the sales sheet. And I'm the guy
that has to sit here up to my neck
in phony claims so they won't throw
more money out of the window than
they take in at the door.

NEFF
(Grinning)
Okay, turn the record over and let's
hear the other side.

KEYES
I get darn sick of picking up after
a gang of fast-talking salesmen dumb
enough to sell life insurance to a
guy that sleeps in the same bed with
four rattlesnakes. I've had twenty-
six years of that, Walter, and I --

NEFF
And you loved every minute of it,
Keyes. You love it, only you worry
about it too much, you and your little
man. You're so darn conscientious
you're driving yourself crazy. You
wouldn't even say today is Tuesday
without you looked at the calendar,
and then you would check if it was
this year's or last year's calendar,
and then you would find out what
company printed the calendar, then
find out if their calendar checks
with the World Almanac's calendar.

KEYES
That's enough from you, Walter. Get
out of here before I throw my desk
at you.

NEFF
I love you, too.

He walks out, still grinning.

A-35 EXT. OFFICES - TWELFTH FLOOR

Neff comes out of Keys' office and walks back along the
balcony. Activity of secretaries going in and out of doors,
etc. Neff enters his own office.

NEFF'S VOICE
(Over scene)
I really did, too, you old crab,
always yelling your fat head off,
always sore at everyone. But behind
the cigar ashes on your vest I kind
of knew you had a heart as big as a
house... Back in my office there was
a phone message from Mrs. Dietrichson
about the renewals. She didn't want
me to come tomorrow evening. She
wanted me to come Thursday afternoon
at three-thirty instead. I had a lot
of stuff lined up for that Thursday
afternoon, including a trip down to
Santa Monica to see a couple of live
prospects about some group insurance.
But I kept thinking about Phyllis
Dietrichson and the way that anklet
of hers cut into her leg.

A-36 INT. NEFF'S OFFICE

Anderson, a salesman, sits at one of the desks, filling out
a report. Neff enters, goes to his own desk. He looks down
at some mail. On top there is a typewritten note. He reads
it, sits down and leafs through his desk calendar.

A-37 INSERT - CLOSEUP - CALENDAR PAGE

Showing date: THURSDAY 23 May and five or six appointments
penciled in tightly on the page.

DISSOLVE TO:

A-38 DIETRICHSON HOME - ENTRANCE HALL - (DAY)

THE CAMERA PANS with Phyllis Dietrichson's feet and ankles
as she comes down the stairs, her high heels clicking on the
tiles. The anklet glistens on her leg as she moves. THE CAMERA
PANS ON. Phyllis has reached the entrance hall, and as she
walks toward the front door her whole body becomes visible.
She wears a gay print dress with a wide sash over her hips.
She opens the door. Outside is Neff, wearing a sport coat,
flannel slacks. He takes his hat off.

PHYLLIS
Hello, Mr. Neff.

He stands there with a little smile.

PHYLLIS
Aren't you coming in?

NEFF
I'm considering it.

He comes in.

PHYLLIS
I hope you didn't mind my changing
the appointment. Last night wasn't
so convenient.

NEFF
That's okay. I was working on my
stamp collection.

She leads him toward living room.

A-39 DIETRICHSON LIVING ROOM

Phyllis and Neff come through archway. She heads toward a
low tea table which stands in front of the davenport, with
tall glasses, ice cubes, lemon, a pot of tea, etc.

PHYLLIS
I was just fixing some iced tea.
Would you like a glass?

NEFF
Unless you have a bottle of beer
that's not working.

PHYLLIS
There might be some. I never know
what's in the ice box.
(Calls)
Nettie!...

She pours herself a glass of tea.

PHYLLIS
About those renewals, Mr. Neff. I
talked to my husband about it.

NEFF
You did?

PHYLLIS
Yes. He'll renew with you he told
me. In fact, I thought he'd be here
this afternoon.

NEFF
But he's not?

PHYLLIS
No.

NEFF
That's terrible.

PHYLLIS
(Calls again,
impatiently)
Nettie!... Nettie!... Oh, I forgot,
it's the maid's day off.

NEFF
Don't bother, Mrs. Dietrichson. I'd
like some iced tea very much.

PHYLLIS
Lemon? Sugar?

NEFF
Fix it your way.

She fixes him a glass of tea while he is looking around. He
slowly sits down.

NEFF
Seeing it's the maid's day off maybe
there's something I can do for you.

She hands him the tea.

NEFF
Like running the vacuum cleaner.

PHYLLIS
Fresh.

NEFF
I used to peddle vacuum cleaners.
Not much money but you learn a lot
about life.

PHYLLIS
I didn't think you'd learned it from
a correspondence course.

NEFF
Where did you pick up this tea
drinking? You're not English, are
you?

PHYLLIS
No. Californian. Born right here in
Los Angeles.

NEFF
They say native Californians all
come from Iowa.

PHYLLIS
I wanted to ask you something, Mr.
Neff.

NEFF
Make it Walter.

PHYLLIS
Walter.

NEFF
Right.

PHYLLIS
Tell me, Walter, on this insurance --
how much commission do you make?

NEFF
Twenty percent. Why?

PHYLLIS
I thought maybe I could throw a little
more business your way.

NEFF
I can always use it.

PHYLLIS
I was thinking about my husband. I
worry a lot about him, down in those
oil fields. It's very dangerous.

NEFF
Not for an executive, is it?

PHYLLIS
He doesn't just sit behind a desk.
He's right down there with the
drilling crews. It's got me worried
sick.

NEFF
You mean a crown block might fall on
him some rainy night?

PHYLLIS
Please don't talk like that.

NEFF
But that's the idea.

PHYLLIS
The other day a casing line snapped
and caught the foreman. He's in the
hospital with a broken back.

NEFF
Bad.

PHYLLIS
It's got me jittery just thinking
about it. Suppose something like
that happened to my husband?

NEFF
It could.

PHYLLIS
Don't you think he ought to have
accident insurance?

NEFF
Uh huh.

PHYLLIS
What kind of insurance could he have?

NEFF
Enough to cover doctors' and hospital
bills. Say a hundred and twenty-five
a week cash benefit. And he'd rate
around fifty thousand capital sum.

PHYLLIS
Capital sum? What's that?

NEFF
That's if he got killed. Maybe I
shouldn't have said that.

PHYLLIS
I suppose you have to think of
everything in your business.

NEFF
Mr. Dietrichson would understand.
I'm sure I could sell him on the
idea of some accident protection.
Why don't I talk to him about it.

PHYLLIS
You could try. But he's pretty tough
going.

NEFF
They're all tough at first.

PHYLLIS
He's got a lot on his mind. He doesn't
want to listen to anything except
maybe a baseball game on the radio.
Sometimes we sit all evening without
saying a word to each other.

NEFF
Sounds pretty dull.

Phyllis shrugs.

PHYLLIS
So I just sit and knit.

NEFF
Is that what you married him for?

PHYLLIS
Maybe I like the way his thumbs hold
up the wool.

NEFF
Anytime his thumbs get tired --

PHYLLIS
I want to ask you something, Mr.
Neff. Could I get an accident policy
for him -- without bothering him at
all?

NEFF
How's that again.

PHYLLIS
That would make it easier for you,
too. You wouldn't even have to talk
to him. I have a little allowance of
my own. I could pay for it and he
needn't know anything about it.

NEFF
Wait a minute. Why shouldn't he know?

PHYLLIS
Because I know he doesn't want
accident insurance. He's superstitious
about it.

NEFF
A lot of people are. Funny, isn't
it?

PHYLLIS
If there was a way to get it like
that, all the worry would be over.
You see what I mean, Walter?

NEFF
Sure. I've got good eyesight. You
want him to have the policy without
him knowing it. And that means without
the insurance company knowing that
he doesn't know. That's the set-up,
isn't it?

PHYLLIS
Is there anything wrong with it?

NEFF
I think it's lovely. And then, some
dark wet night, if that crown block
fell on him --

PHYLLIS
What crown block?

NEFF
Only sometimes they have to have a
little help. They can't quite make
it on their own.

PHYLLIS
I don't know what you're talking
about.

NEFF
Of course, it doesn't have to be a
crown block. It can be a car backing
over him, or he can fall out of an
upstairs window. Any little thing
like that, as long as it's a morgue
job.

PHYLLIS
Are you crazy?

NEFF
Not that crazy. Goodbye, Mrs.
Dietrichson.

He picks up his hat.

PHYLLIS
What's the matter?

NEFF
Look, baby, you can't get away with
it.

PHYLLIS
Get away with what?

NEFF
You want to knock him off, don't
you, baby.

PHYLLIS
That's a horrible thing to say!

NEFF
Who'd you think I was, anyway? A guy
that walks into a good-looking dame's
front parlor and says "Good afternoon,
I sell accident insurance on husbands.
You got one that's been around too
long? Somebody you'd like to turn
into a little hard cash? Just give
me a smile and I'll help you collect."
Boy, what a dope I must look to you!

PHYLLIS
I think you're rotten.

NEFF
I think you're swell. So long as I'm
not your husband.

PHYLLIS
Get out of here.

NEFF
You bet I will. You bet I'll get out
of here, baby. But quick.

He goes out. She looks after him.

A-40 EXT. DIETRICHSON HOME - (DAY)

Neff bangs the front door shut, walks quickly to his car and
drives away.

DISSOLVE TO:

NEFF'S VOICE
(Over scene)
So I let her have it, straight between
the eyes. She didn't fool me for a
minute, not this time. I knew I had
hold of a redhot poker and the time
to drop it was before it burned my
hand off. I stopped at a drive-in
for a bottle of beer, the one I had
wanted all along, only I wanted it
worse now, to get rid of the sour
taste of her iced tea, and everything
that went with it. I didn't want to
go back to the office, so I dropped
by a bowling alley at Third and
Western and rolled a few lines to
get my mind thinking about something
else for a while.

A-41 DRIVE-IN RESTAURANT - (DAY)

Shooting past Neff sitting behind the wheel of his car The
car hop hangs a tray on the door and serves him a bottle of
beer.

DISSOLVE TO:

A-42 INT. BOWLING ALLEY

Neff bowling. He rolls the ball with an effort at
concentration, but his mind is not really on the game.

DISSOLVE TO:

A-43 EXT. APARTMENT HOUSE - (DUSK)

It is late afternoon. The apartment house is called the LOS
OLIVOS APARTMENTS. It is a six-story building in the Normandie-
Wilshire district, with a basement garage. THE CAMERA PANS
UP the front of the building to the top floor windows, as a
little rain starts to fall.

DISSOLVE TO:

NEFF'S VOICE
(Continuing)
I didn't feel like eating dinner
when I left, and I didn't feel like
a show, so I drove home, put the car
away and went up to my apartment.

A-44 INT. NEFF'S APARTMENT - LIVING ROOM - (DUSK)

It is a double apartment of conventional design, with kitchen,
dinette, and bathroom, squarecut overstuffed borax furniture.
Gas logs are lit in the imitation fireplace. Neff stands by
the window with his coat off and his tie loose. Raindrops
strike against the glass. He turns away impatiently, paces
up and down past a caddy bag with golf clubs in it, pulls
one out at random, makes a couple of short swings, throws
the club on the couch, paces again.

NEFF'S VOICE
(Continuing)
It had begun to rain outside and I
watched it get dark and didn't even
turn on the light. That didn't help
me either. I was all twisted up
inside, and I was still holding on
to that red-hot poker. And right
then it came over me that I hadn't
walked out on anything at all, that
the hook was too strong, that this
wasn't the end between her and me.
It was only the beginning.

The doorbell rings.

NEFF'S VOICE
(Continuing)
So at eight o'clock the bell would
ring and I would know who it was
without even having to think, as if
it was the most natural thing in the
world.

Neff goes to the door and opens it.

PHYLLIS
Hello.

Neff just looks at her.

PHYLLIS
You forgot your hat this afternoon.

She has nothing in her hands but her bag.

NEFF
Did I?

He looks down at her hands.

PHYLLIS
Don't you want me to bring it in?

NEFF
Sure. Put it on the chair.

She comes in. He closes the door.

NEFF
How did you know where I live?

PHYLLIS
It's in the phone book.

Neff switches on the standing lamp.

PHYLLIS
It's raining.

NEFF
So it is. Peel off your coat and sit
down.

She starts to take off her coat.

NEFF
Your husband out?

PHYLLIS
Long Beach. They're spudding in a
new well. He phoned he'd be late.
About nine-thirty.

He takes her coat and lays it across the back of a chair.

PHYLLIS
It's about time you said you're glad
to see me.

NEFF
I knew you wouldn't leave it like
that.

PHYLLIS
Like what?

NEFF
Like it was this afternoon.

PHYLLIS
I must have said something that gave
you a terribly wrong impression. You
must surely see that. You must never
think anything like that about me,
Walter.

NEFF
Okay.

PHYLLIS
It's not okay. Not if you don't
believe me.

NEFF
What do you want me to do?

PHYLLIS
I want you to be nice to me. Like
the first time you came to the house.

NEFF
It can't be like the first time.
Something has happened.

PHYLLIS
I know it has. It's happened to us.

NEFF
That's what I mean.

Phyllis has moved over to the window. She stares out through
the wet window-pane.

NEFF
What's the matter now?

PHYLLIS
I feel as if he was watching me. Not
that he cares about me. Not any more.
But he keeps me on a leash. So tight
I can't breathe. I'm scared.

NEFF
What of? He's in Long Beach, isn't
he?

PHYLLIS
I oughtn't to have come.

NEFF
Maybe you oughtn't.

PHYLLIS
You want me to go?

NEFF
If you want to.

PHYLLIS
Right now?

NEFF
Sure. Right now.

By this time, he has hold of her wrist. He draws her to him
slowly and kisses her. Her arms tighten around him. After a
moment he pulls his head back, still holding her close.

NEFF
How were you going to do it?

PHYLLIS
Do what?

NEFF
Kill him.

PHYLLIS
Walter, for the last time --

She tries to jerk away but he holds her and kisses her again.

NEFF
I'm crazy about you, baby.

PHYLLIS
I'm crazy about you, Walter.

NEFF
That perfume on your hair. What's
the name of it?

PHYLLIS
Something French. I bought it down
at Ensenada.

NEFF
We ought to have some of that pink
wine to go with it. The kind that
bubbles. But all I have is bourbon.

PHYLLIS
Bourbon is fine, Walter.

He lets her go and moves toward the dinette.

A-45 THE DINETTE AND KITCHEN

It contains a small table and some chairs. A low glass-and-
china cabinet is built between the dinette and kitchen,
leaving a space like a doorway. The kitchen is the usual
apartment house kitchen, with stove, ice-box, sink, etc. It
is quite small.

Neff goes to the ice-box and Phyllis drifts in after him.

NEFF
Soda?

PHYLLIS
Plain water, please.

NEFF
Get a couple of glasses, will you.

He points at the china closet. He has taken a tray of ice
cubes from the refrigerator and is holding it under the hot-
water faucet.

NEFF
You know, about six months ago a guy
slipped on the soap in his bathtub
and knocked himself cold and drowned.
Only he had accident insurance. So
they had an autopsy and she didn't
get away with it.

Phyllis has the glasses now. She hands them to him. He dumps
some ice cubes into the glasses.

PHYLLIS
Who didn't?

NEFF
His wife.

He reaches for the whiskey bottle on top of the china closet.

NEFF
And there was another case where a
guy was found shot and his wife said
he was cleaning a gun and his stomach
got in the way. All she collected
was a three-to-ten stretch in
Tehachapi.

PHYLLIS
Perhaps it was worth it to her.

Neff hands her a glass.

NEFF
See if you can carry this as far as
the living room.

They move back toward the living room.

A-46 LIVING ROOM

Phyllis and Neff go toward the davenport. She is sipping her
drink and looking around.

PHYLLIS
It's nice here, Walter. Who takes
care of it for you?

NEFF
A colored woman comes in twice a
week.

PHYLLIS
You get your own breakfast?

NEFF
Once in a while I squeeze a
grapefruit. The rest I get at the
corner drugstore.

They sit on the davenport, fairly close together.

PHYLLIS
It sounds wonderful. Just strangers
beside you. You don't know them. You
don't hate them. You don't have to
sit across the table and smile at
him and that daughter of his every
morning of your life.

NEFF
What daughter? Oh, that little girl
on the piano.

PHYLLIS
Yes. Lola. She lives with us. He
thinks a lot more of her than he
does of me.

NEFF
Ever think of a divorce?

PHYLLIS
He wouldn't give me a divorce.

NEFF
I suppose because it would cost him
money.

PHYLLIS
He hasn't got any money. Not since
he went into the oil business.

NEFF
But he had when you married him?

PHYLLIS
Yes, he had. And I wanted a home.
Why not? But that wasn't the only
reason. I was his wife's nurse. She
was sick for a long time. When she
died, he was all broken up. I pitied
him so.

NEFF
And now you hate him.

PHYLLIS
Yes, Walter. He's so mean to me.
Every-time I buy a dress or a pair
of shoes he yells his head off. He
won't let me go anywhere. He keeps
me shut up. He's always been mean to
me. Even his life insurance all goes
to that daughter of his. That Lola.

NEFF
Nothing for you at all, huh?

PHYLLIS
No. And nothing is just what I'm
worth to him.

NEFF
So you lie awake in the dark and
listen to him snore and get ideas.

PHYLLIS
Walter, I don't want to kill him. I
never did. Not even when he gets
drunk and slaps my face.

NEFF
Only sometimes you wish he was dead.

PHYLLIS
Perhaps I do.

NEFF
And you wish it was an accident, and
you had that policy. For fifty
thousand dollars. Is that it?

PHYLLIS
Perhaps that too.

She takes a long drink.

PHYLLIS
The other night we drove home from a
party. He was drunk again. When we
got into the garage he just sat there
with his head on the steering wheel
and the motor still running. And I
thought what it would be like if I
didn't switch it off, just closed
the garage door and left him there.

NEFF
I'll tell you what it would be like,
if you had that accident policy, and
tried to pull a monoxide job. We
have a guy in our office named Keyes.
For him a set-up like that would be
just like a slice of rare roast beef.
In three minutes he'd know it wasn't
an accident. In ten minutes you'd be
sitting under the hot lights. In
half an hour you'd be signing your
name to a confession.

PHYLLIS
But Walter, I didn't do it. I'm not
going to do it.

NEFF
Not if there's an insurance company
in the picture, baby. So long as
you're honest they'll pay you with a
smile, but you just try to pull
something like that and you'll find
out. They know more tricks than a
carload of monkeys. And if there's a
death mixed up in it, you haven't
got a prayer. They'll hang you as
sure as ten dimes will buy a dollar,
baby.

She begins to cry. He puts his arms around her and kisses
her.

NEFF
Just stop thinking about it, will
you.

He holds her tight. Their heads touch, side by side, THE
CAMERA SLOWLY STARTS TO RECEDE as we

DISSOLVE TO:

A-47 INT. NEFF'S OFFICE - (NIGHT)

Neff sits in the swivel chair, talking into the dictaphone.
He has hooked the wastebasket under his feet to sit more
comfortably. As he talks, a little cough shakes him now and
then.

NEFF
So we just sat there, and she kept
on crying softly, like the rain on
the window, and we didn't say
anything. Maybe she had stopped
thinking about it, but I hadn't. I
couldn't. Because it all tied up
with something I had been thinking
about for years, since long before I
ever ran into Phyllis Dietrichson.
Because, in this business you can't
sleep for trying to figure out the
tricks they could pull on you. You're
like the guy behind the roulette
wheel, watching the customers to
make sure they don't crook the house.
And then one night, you get to
thinking how you could crook the
house yourself. And do it smart.
Because you've got that wheel right
under your hands. And you know every
notch in it by heart. And you figure
all you need is a plant out in front,
a shill to put down the bet. And
suddenly the doorbell rings and the
whole set-up is right there in the
room with you... Look, Keyes, I'm
not trying to whitewash myself. I
fought it, only maybe I didn't fight
it hard enough. The stakes were fifty
thousand dollars, but they were the
life of a man, too, a man who'd never
done me any dirt. Except he was
married to a woman he didn't care
anything about, and I did...

DISSOLVE TO:

A-48 INT. NEFF'S APARTMENT LIVING ROOM

CAMERA MOVES SLOWLY towards the davenport again. Neff sits
in one corner with his feet on the low table. He is smoking
his cigarette and staring at the ceiling. Phyllis has been
sitting fairly close to him. She gets up slowly and crosses
to her rain coat, lying over a chair.

PHYLLIS
I've got to go now, Walter.

Neff does not answer. He keeps on staring at the ceiling.
She starts to put the rain coat on.

PHYLLIS
Will you call me, Walter?

Neff still does not answer.

PHYLLIS
Walter!

He looks at her slowly, almost absently.

PHYLLIS
I hate him. I loathe going back to
him. You believe me, don't you,
Walter?

NEFF
Sure I believe you.

PHYLLIS
I can't stand it anymore. What if
they did hang me?

NEFF
You're not going to hang, baby.

PHYLLIS
It's better than going on this way.

NEFF
-- you're not going to hang, baby.
Not ever. Because you're going to do
it the smart way. Because I'm going
to help you.

PHYLLIS
You!

NEFF
Me.

PHYLLIS
Do you know what you're saying?

NEFF
Sure I know what I'm saying.

He gets up and grips her arm.

NEFF
We're going to do it together. We're
going to do it right. And I'm the
guy that knows how.

There is fierce determination in his voice. His fingers dig
into her arm.

PHYLLIS
Walter, you're hurting me.

NEFF
There isn't going to be any slip up.
Nothing sloppy. Nothing weak. It's
got to be perfect.

He kisses her.

NEFF
You go now.

He leads her towards the door.

NEFF
Call me tomorrow. But not from your
house. From a booth. And watch your
step. Every single minute. It's got
to be perfect, understand. Straight
down the line.

They have now reached the door. Neff opens it. Phyllis stands
in the doorway, her lips white.

PHYLLIS
Straight down the line.

She goes quietly. He watches her down the corridor. Slowly
he closes the door and goes back into the room. He moves
across the window and opens it wide. He stands there, looking
down into the dark street. From below comes the sound of a
car starting and driving off. The rain drifts in against his
face. He just stands there motionless. His mind is going a
hundred miles a minute.

FADE OUT:

END OF SEQUENCE "A"

SEQUENCE "B"

FADE IN:

B-1 INT. NEFF'S OFFICE - (NIGHT)

Neff sits slumped in his chair before the dictaphone. On the
desk next to him stands a used record. The cylinder on the
dictaphone is not turning. He is smoking a cigarette. He
kills it then lifts the needle and slides off the record
which is on the machine and stands it on end on the desk
beside the other used record. He reaches down painfully to
take another record from the rack beneath the dictaphone,
looks at it against the light to make sure it has not been
used, then slides it into place on the machine and resets
the needle. He lifts the horn and resumes his dictation.

NEFF
The first thing we had to do was fix
him up with that accident policy. I
knew he wouldn't buy, but all I wanted
was his signature on an application.
So I had to make him sign without
his knowing what he was signing. And
I wanted a witness other than Phyllis
to hear me give him a sales talk. I
was trying to think with your brains,
Keyes. I wanted all the answers ready
for all the questions you were going
to spring as soon as Dietrichson was
dead.

Neff takes a last drag on his cigarette and kills it by
running it under the ledge of the dictaphone stand. He drops
the stub on the floor and resumes.

NEFF
A couple of nights later I went to
the house. Everything looked fine,
except I didn't like the witness
Phyllis had brought in. It was
Dietrichson's daughter Lola, and it
made me feel a little queer in the
belly to have her right there in the
room, playing Chinese checkers, as
if nothing was going to happen.

DISSOLVE:

B-2 A BOARD OF CHINESE CHECKERS CAMERA WITHDRAWS AND
GRADUALLY REVEALS THE DIETRICHSON LIVING ROOM - NIGHT

The checker-board is on the davenport between Phyllis and
Lola. Mr. Dietrichson sits in a big easy chair. His coat and
tie are over the back of the chair, and the evening paper is
lying tumbled on the floor beside him. He is smoking a cigar
with the band on it. He has a drink in front of him and
several more inside him. In another chair sits Neff, his
briefcase on the floor, leaning against his chair. He holds
his rate book partly open, with a finger in it for a marker.
He is going full swing.

NEFF
I suppose you realize, Mr.
Dietrichson, that, not being an
employee, you are not covered by the
State Compensation Insurance Act.
The only way you can protect yourself
is by having a personal policy of
your own.

DIETRICHSON
I know all about that. The next thing
you'll tell me I need earthquake
insurance and lightning insurance
and hail insurance.

Phyllis looks up from the checker-board and cuts in on the
dialogue. Lola listens without much interest.

PHYLLIS
(To Dietrichson)
If we bought all the insurance they
can think up, we'd stay broke paying
for it, wouldn't we, honey?

DIETRICHSON
What keeps us broke is you going out
and buying five hats at a crack. Who
needs a hat in California?

NEFF
I always say insurance is a lot like
a hot water bottle. It looks kind of
useless and silly hanging on the
hook, but when you get that stomach
ache in the middle of the night, it
comes in mighty handy.

DIETRICHSON
Now you want to sell me a hot water
bottle.

NEFF
Dollar for dollar, accident insurance
is the cheapest coverage you can
buy, Mr. Dietrichson.

DIETRICHSON
Maybe some other time, Mr. Neff. I
had a tough day.

NEFF
Just as you say, Mr. Dietrichson.

DIETRICHSON
Suppose we just settle that automobile
insurance tonight.

NEFF
Sure. All we need on that is for you
to sign an application for renewal.

Phyllis throws a quick glance at Neff. As she looks back she
sees that Lola is staring down at her wrist watch.

LOLA
Phyllis, do you mind if we don't
finish this game? It bores me stiff.

PHYLLIS
Got some thing better to do?

LOLA
Yes, I have.

She gets up.

LOLA
(To Dietrichson)
Father, is it all right if I run
along now?

DIETRICHSON
Run along where? Who with?

LOLA
Just Anne. We're going roller skating.

DIETRICHSON
Anne who?

LOLA
Anne Matthews.

PHYLLIS
It's not that Nino Zachetti again?

DIETRICHSON
It better not be that Zachetti guy.
If I ever catch you with that ---

LOLA
It's Anne Matthews, I told you. I
also told you we're going roller
skating. I'm meeting her at the corner
of Vermont and Franklin -- the north-
west corner, in case you're
interested. And I'm late already. I
hope that is all clear. Good night,
Father. Good night, Phyllis.

She starts to go.

NEFF
Good night, Miss Dietrichson.

LOLA
Oh, I'm sorry. Good night, Mr. --

NEFF
Neff.

LOLA
Good night, Mr. Neff.

PHYLLIS
Now you're not going to take my car
again.

LOLA
No thanks. I'd rather be dead.

She goes out through the archway.

DIETRICHSON
A great little fighter for her weight.

Dietrichson sucks down a big swallow of his drink.

Neff has taken two blank forms from his briefcase. He puts
the briefcase on Mr. Dietrichson's lap and lays the forms on
top. Phyllis is watching closely.

NEFF
This is where you sign, Mr.
Dietrichson.

DIETRICHSON
Sign what?

NEFF
The applications for your auto
renewals. So you'll be protected
until the new policies are issued.

DIETRICHSON
When will that be?

NEFF
In about a week.

DIETRICHSON
Just so I'm covered when I drive up
North.

Neff takes out his fountain pen.

NEFF
San Francisco, Mr. Dietrichson?

DIETRICHSON
Palo Alto.

PHYLLIS
He was a Stanford man, Mr. Neff. And
he still goes to his class reunion
every year.

DIETRICHSON
What's wrong with that? Can't I have
a little fun even once a year?

NEFF
Great football school, Stanford. Did
you play football, Mr. Dietrichson?

DIETRICHSON
Left guard. Almost made the varsity,
too.

Neff has unscrewed his fountain pen. He hands it to Mr.
Dietrichson. Dietrichson puts on his glasses.

NEFF
On that bottom line, Mr. Dietrichson.

Dietrichson signs. Neff's and Phyllis' eyes meet for a split
second.

NEFF
Both copies, please.

He withdraws the top copy barely enough to expose the
signature line on the supposed duplicate.

DIETRICHSON
Sign twice, huh?

NEFF
One is the agent's copy. I need it
for my files.

DIETRICHSON
(In a mutter)
Files. Duplicates. Triplicates.

Dietrichson grunts and signs again. Again Neff and Phyllis
exchange a quick glance.

NEFF
No hurry about the check, Mr.
Dietrichson. I can pick it up at
your office some morning.

Casually Neff lifts the briefcase and signed applications
off Dietrichson's lap.

DIETRICHSON
How much you taking me for?

NEFF
One forty-seven fifty, Mr.
Dietrichson.

Dietrichson stands up. He is about Neff's height but a little
heavier.

PHYLLIS
I guess that's enough insurance for
one evening, Mr. Neff.

DIETRICHSON
Plenty.

Dietrichson has poured some more whisky into his glass. He
tries the siphon but it is empty. He gathers up his coat and
tie and picks up his glass.

DIETRICHSON
Good night, Mr. Neff.

Neff is zipping up his briefcase.

NEFF
Good night, Mr. Dietrichson. Good
night, Mrs. Dietrichson.

DIETRICHSON
Bring me some soda when you come up,
Phyllis.

Dietrichson trundles off towards the archway.

PHYLLIS
(To Neff)
I think you left your hat in the
hall.

Phyllis leads the way and Neff goes after her, his briefcase
under his arm.

B-3 HALLWAY DIETRICHSON RESIDENCE - (NIGHT)

Phyllis enters through the living room archway with Neff
behind her. She leads him towards the door. On the way he
picks up his hat. In the BACKGROUND Dietrichson begins to
ascend the stairs, carrying his coat and glass. Phyllis and
Neff move close to the door. They speak in very low voices.

PHYLLIS
All right, Walter?

NEFF
Fine.

PHYLLIS
He signed it, didn't he?

NEFF
Sure he signed it. You saw him.

Phyllis opens the door a crack. Both look at the stairs,
where Dietrichson is going up. Phyllis takes her hand off
the doorknob and holds on to Neff's arm.

NEFF
(Looking up)
Watch it, will you.

Phyllis slowly drops her hand from his arm. Both look up as
Dietrichson goes across the balcony and out of sight.

NEFF
Listen. That trip to Palo Alto When
does he go?

PHYLLIS
End of the month.

NEFF
He drives, huh?

PHYLLIS
He always drives.

NEFF
Not this time. You're going to make
him take the train.

PHYLLIS
Why?

NEFF
Because it's all worked out for a
train.

For a second they stand listening and looking up as if they
had heard a sound.

PHYLLIS
It's all right. Go on, Walter.

NEFF
Look, baby. There's a clause in every
accident policy, a little something
called double indemnity. The insurance
companies put it in as a sort of
come-on for the customers. It means
they pay double on certain accidents.
The kind that almost never happen.
Like for instance if a guy got killed
on a train, they'd pay a hundred
thousand instead of fifty.

PHYLLIS
I see.
(Her eyes widen with
excitement)

NEFF
We're hitting it for the limit, baby.
That's why it's got to be a train.

PHYLLIS
It's going to be a train, Walter.
Just the way you say. Straight down
the line.

They look at each other. The look is like a long kiss. Neff
goes out. Slowly Phyllis closes the door and leans her head
against it as she looks up the empty stairway.

B-4 EXT. DIETRICHSON RESIDENCE - (NIGHT)

Neff, briefcase under his arm, comes down the steps to the
street, where his Dodge coupe is parked at the curb. He opens
the door and stops, looking in.

Sitting there in the dark corner of the car, away from the
steering wheel, is Lola. She wears a coat but no hat.

LOLA
Hello, Mr. Neff. It's me.

Lola gives him a sly smile. Neff is a little annoyed.

NEFF
Something the matter?

LOLA
I've been waiting for you.

NEFF
For me? What for?

LOLA
I thought you could let me ride with
you, if you're going my way.

Neff doesn't like the idea very much.

NEFF
Which way would that be?

LOLA
Down the hill. Down Vermont.

NEFF
(Remembering)
Oh, sure. Vermont and Franklin. North-
west corner, wasn't it? Be glad to,
Miss Dietrichson.

Neff gets into the car.

B-5 INT. COUPE - (NIGHT) - (TRANSPARENCY)

Neff puts the briefcase on the ledge behind the driver's
seat. He closes the door and starts the car. They drift down
the hill.

NEFF
Roller skating, eh? You like roller
skating?

LOLA
I can take it or leave it.

Neff looks at her curiously. Lola meets his glance.

NEFF
Only tonight you're leaving it?

This is an embarrassing moment for Lola.

LOLA
Yes, I am. You see, Mr. Neff, I'm
having a very tough time at home. My
father doesn't understand me and
Phyllis hates me.

NEFF
That does sound tough, all right.

LOLA
That's why I have to lie sometimes.

NEFF
You mean it's not Vermont and
Franklin.

LOLA
It's Vermont and Franklin all right.
Only it's not Anne Matthews. It's
Nino Zachetti. You won't tell on me,
will you?

NEFF
I'd have to think it over.

LOLA
Nino's not what my father says at
all. He just had bad luck. He was
doing pre-med at U.S.C. and working
nights as an usher in a theater
downtown. He got behind in his credits
and flunked out. Then he lost his
job for talking back. He's so hot-
headed.

NEFF
That comes expensive, doesn't it?

LOLA
I guess my father thinks nobody's
good enough for his daughter except
maybe the guy that owns Standard
Oil. Would you like a stick of gum?

NEFF
Never use it, thanks.

Lola puts a stick of gum in her mouth.

LOLA
I can't give Nino up. I wish father
could see it my way.

NEFF
It'll straighten out all right, Miss
Dietrichson.

LOLA
I suppose it will sometime.
(Looking out)
This is the corner right here, Mr.
Neff.

Neff brings the car to a stop by the curb.

LOLA
There he is. By the bus stop.

Neff looks out.

B-6 CORNER VERMONT AND FRANKLIN - (NIGHT)

Zachetti stands waiting, hands in trouser pockets. He is
about twenty-five, Italian looking, open shirt, not well
dressed.

B-7 INT. COUPE - (NIGHT) - LOLA AND NEFF

LOLA
He needs a hair-cut, doesn't he.
Look at him. No job, no car, no money,
no prospects, no nothing.
(Pause)
I love him.

She leans over and honks on the horn.

LOLA
(Calling)
Nino!

B-8 ZACHETTI

He turns around and looks towards the car.

LOLA'S VOICE
Over here, Nino.

Zachetti walks towards the car.

B-9 THE COUPE

Neff and Lola. She has opened the door. Zachetti comes up.

LOLA
This is Mr. Neff, Nino.

NEFF
Hello, Nino.

ZACHETTI
(Belligerent from the
first word)
The name is Zachetti.

LOLA
Nino. Please. Mr. Neff gave me a
ride from the house. I told him all
about us.

ZACHETTI
Why does he have to get told about
us?

LOLA
We don't have to worry about Mr.
Neff, Nino.

ZACHETTI
I'm not doing any worrying. Just
don't you broadcast so much.

LOLA
What's the matter with you, Nino?
He's a friend.

ZACHETTI
I don't have any friends. And if I
did, I like to pick them myself.

NEFF
Look, sonny, she needed the ride and
I brought her along. Is that anything
to get tough about?

ZACHETTI
All right, Lola, make up your mind.
Are you coming or aren't you?

LOLA
Of course I'm coming. Don't mind
him, Mr. Neff.

Lola steps out of the car.

LOLA
Thanks a lot. You've been very sweet.

Lola catches up with Zachetti and they walk away together.

B-10 INT. COUPE

Neff looks after them. Slowly he puts the car in gear and
drives on. His face is tight. Behind his head, light catches
the metal of the zipper on the briefcase. Over the shot comes
the COMMENTARY:

NEFF'S VOICE
She was a nice kid and maybe he was
a little better than he sounded. I
kind of hoped so for her sake, but
right then it gave me a nasty feeling
to be thinking about them at all,
with that briefcase right behind my
head and her father's application in
it. Besides, I had other problems to
work out. There were plans to make,
and Phyllis had to be in on them...

DISSOLVE TO:

B-11 EXT. SUPER MARKET - (DAY)

There is a fair amount of activity but the place is not
crowded. Neff comes along the sidewalk into the shot. He
passes in front of the fruit and vegetable display and goes
between the stalls into the market.

NEFF'S VOICE
(Continued)
...but we couldn't be seen together
any more and I had told her never to
call me from her house and never to
call me at my office. So we had picked
out a big market on Los Feliz. She
was to be there buying stuff every
day about eleven o'clock, and I could
run into her there. Kind of
accidentally on purpose.

B-12 INT. MARKET

Neff stops by the cashier's desk and buys a pack of
cigarettes. As he is opening the pack he looks back casually
beyond the turnstile into the rear part of the market.

B-13 ROWS OF HIGH SHELVES IN MARKET

The shelves are loaded with canned goods and other
merchandise. Customers move around selecting articles and
putting them in their baskets. Phyllis is seen among them,
standing by the soap section. Her basket is partly filled.
She wears a simple house dress, no hat, and has a large
envelope pocketbook under her arm.

B-14 INT. MARKET

Neff has spotted Phyllis. Without haste he passes through
the turnstile towards the back.

B-15 THE SHELVES

Phyllis is putting a can of cleaning powder into her basket.
Neff enters the shot and moves along the shelves towards
her, very slowly, pretending to inspect the goods. A customer
passes and goes on out of scene. Phyllis and Neff are now
very close. During the ensuing low-spoken dialogue, they
continue to face the shelves, not looking at each other

PHYLLIS
Walter.

NEFF
Not so loud.

PHYLLIS
I wanted to talk to you, Walter.
Ever since yesterday.

NEFF
Let me talk first. It's all set. The
accident policy came through. I've
got it in my pocket. I got his check
too. I saw him down in the oil fields.
He thought he was paying for the
auto insurance. The check's just
made out to the company. It could be
for anything. But you have to send a
check for the auto insurance, see.
It's all right that way, because one
of the cars is yours.

PHYLLIS
But listen, Walter ---

NEFF
Quick, open your bag.

She hesitates, then opens it. Neff looks around quickly,
slips the policy out of his pocket and drops it into her
bag. She snaps the bag shut.

NEFF
Can you get into his safe deposit
box?

PHYLLIS
Yes. We both have keys.

NEFF
Fine. But don't put the policy in
there yet. I'll tell you when. And
listen, you never touched it or even
saw it, understand?

PHYLLIS
I'm not a fool.

NEFF
Okay. When is he taking the train?

PHYLLIS
Walter, that's just it. He isn't
going.

NEFF
What?

PHYLLIS
That's what I've been trying to tell
you. The trip is off.

NEFF
What's happened?

He breaks off as a short, squatty woman, pushing a child in
a walker, comes into sight and approaches. She stops beside
Neff, who is pretending to read a label on a can. Phyllis
puts a few cakes of soap into her basket.

WOMAN
(To Neff)
Mister, could you reach me that can
of coffee?
(She points)
That one up there.

NEFF
(Reaching up)
This one?

She nods. Neff reaches a can down from the high shelf and
hands it to her.

WOMAN
I don't see why they always have to
put what I want on the top shelf.

She moves away with her coffee and her child. Out of the
corner of his eye Neff watches her go. He moves closer to
Phyllis again.

NEFF
Go ahead. I'm listening.

PHYLLIS
He had a fall down at the well. He
broke his leg. It's in a cast.

NEFF
That knocks it on the head all right.

PHYLLIS
What do we do, Walter?

NEFF
Nothing. Just wait.

PHYLLIS
Wait for what?

NEFF
Until he can take a train. I told
you it's got to be a train.

PHYLLIS
We can't wait. I can't go on like
this.

NEFF
We're not going to grab a hammer and
do it quick, just to get it over
with.

PHYLLIS
There are other ways.

NEFF
Only we're not going to do it other
ways.

PHYLLIS
But we can't leave it like this.
What do you think would happen if he
found out about this accident policy?

NEFF
Plenty. But not as bad as sitting in
that death-house.

PHYLLIS
Don't ever talk like that, Walter.

NEFF
Just don't let's start losing our
heads.

PHYLLIS
It's not our heads. It's our nerve
we're losing.

NEFF
We're going to do it right. That's
all I said.

PHYLLIS
Walter maybe it's my nerves. It's
the waiting that gets me.

NEFF
It's getting me just as bad, baby.
But we've got to wait.

PHYLLIS
Maybe we have, Walter. Only it's so
tough without you. It's like a wall
between us.

Neff looks at his watch.

NEFF
Good-bye baby. I'm thinking of you
every minute.

He goes off. She stares after him.

DISSOLVE TO:

B-16 NEFF'S OFFICE - (DAY)

He is wearing a light grey suit and has his hat on. He is
standing behind his desk opening some mail, taking a few
papers out of his briefcase, checking something in his rate
book, making a quick telephone call. But nothing of this is
heard.

NEFF'S VOICE
After that a full week went by and I
didn't see her once. I tried to keep
my mind off her and off the whole
idea. I kept telling myself that
maybe those fates they say watch
over you had gotten together and
broken his leg to give me a way out.
Then it was the fifteenth of June.
You may remember that date, Keyes. I
do too, only for a very different
reason. You came into my office around
three in the afternoon...

Keyes enters with some papers in his hand.

NEFF
Hello, Keyes.

KEYES
I just came from Norton's office.
The semi-annual sales records are
out. You're high man, Walter. That's
twice in a row. Congratulations.

NEFF
Thanks. How would you like a cheap
drink?

KEYES
How would you like a fifty dollar
cut in salary?

NEFF
How would I -- Do I laugh now, or
wait until it gets funny?

KEYES
I'm serious, Walter. I've been talking
to Norton. There's too much stuff
piling up on my desk. Too much
pressure on my nerves. I spend half
the night walking up and down in my
bed. I've got to have an assistant.
I thought that you --

NEFF
Me? Why pick on me?

KEYES
Because I've got a crazy idea you
might be good at the job.

NEFF
That's crazy all right. I'm a
salesman.

KEYES
Yeah. A peddler, a glad-hander, a
back-slapper. You're too good to be
a salesman.

NEFF
Nobody's too good to be a salesman.

KEYES
Phooey. All you guys do is ring door-
bells and dish out a smooth line of
monkey talk. What's bothering you is
that fifty buck cut, isn't it?

NEFF
That'd bother anybody.

KEYES
Look, Walter. The job I'm talking
about takes brains and integrity. It
takes more guts than there is in
fifty salesman. It's the hottest job
in the business.

NEFF
It's still a desk job. I don't want
a desk job.

KEYES
A desk job. Is that all you can see
in it? Just a hard chair to park
your pants on from nine to five.
Just a pile of papers to shuffle
around, and five sharp pencils and a
scratch pad to make figures on, with
maybe a little doodling on the side.
That's not the way I see it, Walter.
To me a claims man is a surgeon, and
that desk is an operating table, and
those pencils are scalpels and bone
chisels. And those papers are not
just forms and statistics and claims
for compensation. They're alive,
they're packed with drama, with
twisted hopes and crooked dreams. A
claims man, Walter, is a doctor and
a blood-hound and a cop and a judge
and a jury and a father confessor,
all in one.

The telephone rings on Neff's desk. Automatically Keyes grabs
the phone and answers.

KEYES
Who? Okay, hold the line.

He puts the phone down on the desk and continues to Neff:

KEYES
And you want to tell me you're not
interested. You don't want to work
with your brains. All you want to
work with is your finger on a door-
bell. For a few bucks more a week.
There's a dame on your phone.

Neff picks the phone up and answers.

NEFF
Walter Neff speaking.

B-17 INT. PHONE BOOTH - MARKET

Phyllis is on the phone.

PHYLLIS
I had to call you, Walter. It's
terribly urgent. Are you with
somebody?

B-18 NEFF'S OFFICE

Neff on the phone. His eye catches Keyes', who is walking up
and down.

NEFF
Of course I am. Can't I call you
back... Margie?

B-19 PHYLLIS - ON PHONE

PHYLLIS
Walter, I've only got a minute. It
can't wait. Listen. He's going
tonight. On the train. Are you
listening, Walter? Walter!

B-20 NEFF - ON PHONE

His eyes are on Keyes. He speaks into the phone as calmly as
possible.

NEFF
I'm listening. Only make it short...
Margie.

B-21 PHYLLIS - ON PHONE

PHYLLIS
He's on crutches. The doctor says he
can go if he's careful. The change
will do him good. It's wonderful,
Walter. Just the way you wanted it.
Only with the crutches it's ever so
much better, isn't it?

B-22 NEFF'S OFFICE

Neff on phone.

NEFF
One hundred percent better. Hold the
line a minute.

He covers the receiver with his hand and turns to Keyes, who
is now standing at the window.

NEFF
Suppose I join you in your office,
Keyes --

He makes a gesture as if expecting Keyes to leave. Keyes
stays right where he is.

KEYES
I'll wait. Only tell Margie not to
take all day.

Neff looks at Keyes' back with a strained expression, then
lifts the phone again.

NEFF
Go ahead.

B-23 PHYLLIS, ON PHONE

PHYLLIS
It's the ten-fifteen from Glendale.
I'm driving him. Is it still that
same dark street?

B-24 NEFF, ON PHONE

He is still watching Keyes cautiously.

NEFF
Yeah -- sure.

B-24A CLOSEUP - PHYLLIS - ON PHONE

PHYLLIS
The signal is three honks on the
horn. Is there anything else?

B-24B CLOSEUP NEFF, ON PHONE

NEFF
What color did you pick out?

B-25 PHYLLIS, ON PHONE

PHYLLIS
Color?
(She catches on)
Oh, sure. The blue suit, Walter.
Navy blue. And the cast on his left
leg.

B-26 NEFF, ON PHONE

NEFF
Navy blue. I like that fine.

B-27 PHYLLIS, ON PHONE

PHYLLIS
This is it, Walter. I'm shaking like
a leaf. But it's straight down the
line now for both of us. I love you,
Walter. Goodbye.

B-28 NEFF'S OFFICE

Neff on the phone.

NEFF
So long, Margie.

He hangs up. His mouth is grim, but he forces a smile as
Keyes turns.

NEFF
I'm sorry, Keyes.

KEYES
What's the matter? The dames chasing
you again? Or still? Or is it none
of my business?

NEFF
(With a sour smile)
If I told you it was a customer --

KEYES
Margie! I bet she drinks from the
bottle. Why don't you settle down
and get married, Walter?

NEFF
Why don't you, for instance?

KEYES
I almost did, once. A long time ago.

Neff gets up from his desk.

NEFF
Look, Keyes, I've got a prospect to
call on.

Keyes drives right ahead.

KEYES
We even had the church all picked
out, the dame and I. She had a white
satin dress with flounces on it. And
I was on my way to the jewelry store
to buy the ring. Then suddenly that
little man in here started working
on me.

He punches his stomach with his fist.

NEFF
So you went back and started
investigating her. That it?

Keyes nods slowly, a little sad and a little ashamed.

KEYES
And the stuff that came out. She'd
been dyeing her hair ever since she
was sixteen. And there was a manic-
depressive in her family, on her
mother's side. And she already had
one husband, a professional pool
player in Baltimore. And as for her
brother --

NEFF
I get the general idea. She was a
tramp from a long line of tramps.

He picks up some papers impatiently.

KEYES
All right, I'm going. What am I to
say to Norton? How about that job I
want you for?

NEFF
I don't think I want it. Thanks,
Keyes, just the same.

KEYES
Fair enough. Just get this: I picked
you for the job, not because I think
you're so darn smart, but because I
thought maybe you were a shade less
dumb than the rest of the outfit. I
guess I was all wet. You're not
smarter, Walter. You're just a little
taller.

He goes out. Neff is alone. He watches the door close, then
turns and goes slowly to the water cooler. He fills a paper
cup and stands holding it. His thoughts are somewhere else.
After a moment he absently throws the cupful of water into
the receptacle under the cooler. He goes back to the desk.

He takes his rate book out of his brief case and puts it on
the desk. He buttons the top button of his shirt, and pulls
his tie right. He leaves the office, with his briefcase under
his arm.

NEFF'S VOICE
That was it, Keyes, and there was no
use kidding myself any more. Those
fates I was talking about had only
been stalling me off. Now they had
thrown the switch. The gears had
meshed. The machinery had started to
move and nothing could stop it. The
time for thinking had all run out.
From here on it was a question of
following the time table, move by
move, just as we had it rehearsed. I
wanted my time all accounted for for
the rest of the afternoon and up to
the last possible moment in the
evening. So I arranged to call on a
prospect in Pasadena about a public
liability bond. When I left the office
I put my rate book on the desk as if
I had forgotten it. That was part of
the alibi.

DISSOLVE TO:

B-29 EXT. NEFF'S APT. HOUSE DAY

Neff's coupe comes down the street and swings into the garage
and goes down the ramp into the basement.

NEFF'S VOICE
I got home about seven and drove
right into the garage. This was
another item to establish my alibi.

B-30 INT. GARAGE

There are about eight cars parked. A colored attendant in
coveralls and rubber boots is washing a car with a hose and
sponge. Neff's car comes into the shot and stops near the
attendant. Neff gets out with his briefcase under his arm.

ATTENDANT
Hiya there, Mr. Neff.

NEFF
How about a wash job on my heap,
Charlie?

ATTENDANT
How soon you want it, Mr. Neff? I
got two cars ahead of you.

NEFF
Anytime you get to it, Charlie. I'm
staying in tonight.

ATTENDANT
Okay, Mr. Neff. Be all shined up for
you in the morning.

Neff is crossing to the elevator. He speaks back over his
shoulder:

NEFF
That left front tire looks a little
soft. Check it, will you?

ATTENDANT
You bet. Check 'em all round. Always
do.

Neff enters the elevator.

DISSOLVE TO:

B-31 NEFF'S APT. - (DAY)

Neff enters. He walks straight to the phone, dials, and starts
speaking into the mouthpiece, but only the COMMENTARY is
heard.

DISSOLVE:

NEFF'S VOICE
Up in my apartment I called Lou
Schwartz, one of the salesmen that
shared my office. He lived in
Westwood. That made it a toll call
and there'd be a record of it. I
told him I had forgotten my rate
book and needed some dope on the
public liability bond I was figuring.
I asked him to call me back. This
was another item in my alibi, so
that later on I could prove that I
had been home.

B-32 INT. NEFF'S LIVING ROOM

Neff comes into the living room from the bedroom, putting on
the jacket of his blue suit. THE PHONE RINGS. He picks up
the receiver and starts talking, unheard, as before. He makes
notes on a pad.

DISSOLVE TO:

NEFF'S VOICE
I changed into a navy blue suit like
Dietrichson was going to wear. Lou
Schwartz called me back and gave me
a lot of figures...

B-33 NEFF

He is folding a hand towel and stuffing it into his jacket
pocket. He then takes a large roll of adhesive tape and puts
that into his pants pocket.

DISSOLVE TO:

NEFF'S VOICE
(Cont'd)
I stuffed a hand towel and a big
roll of adhesive tape into my pockets,
so I could fake something that looked
like a cast on a broken leg... Next
I fixed the telephone and the
doorbell, so that the cards would
fall down if the bells rang. That
way I would know there had been a
phone call or visitor while I was
away. I left the apartment house by
the fire stairs and side door. Nobody
saw me. It was already getting dark.
I took the Vermont Avenue bus to Los
Feliz and walked from there up to
the Dietrichson house. There was
that smell of honeysuckle again,
only stronger, now that it was
evening.

B-34 & B-35 INSERTS OF OPEN TELEPHONE BELL BOX (ON BASEBOARD)
& DOORBELL (ABOVE ENTRANCE DOOR)

Neff's hand places a small card against the bell clapper in
each of these.

DISSOLVE TO:

B-36 FIRE STAIRS, APT. HOUSE (NIGHT)

CAMERA PANS with Neff going down the stairs in his blue suit,
with a hat pulled down over his eyes.

DISSOLVE TO:

B-37 EXT. DIETRICHSON HOME - (NIGHT) - LONG SHOT - NO
TRAFFIC

Some windows are lit. Neff comes into the shot and approaches
cautiously. He looks around and then slides open the garage
door.

B-38 INT. GARAGE

Neff closes the garage door. Very faint light comes in at a
side window. He opens the rear door of the sedan, gets in
and closes the door after him. The dark interior of the car
has swallowed him up.

NEFF'S VOICE
Then I was in the garage. His car
was backed in, just the way I told
Phyllis to have it. It was so still
I could hear the ticking of the clock
on the dashboard. I kept thinking of
the place we had picked out to do
it, that dark street on the way to
the station, and the three honks on
the horn that were to be the signal...
About ten minutes later they came
down.

DISSOLVE TO:

B-39 EXT. DIETRICHSON HOUSE

The front door has opened and Dietrichson is half-way down
the steps. He is walking with crutches, wearing the dark
blue suit and a hat. The cast is on his left leg. There is
no shoe on his left foot. Only the white plaster shows.
Phyllis comes after him, carrying his suitcase and his
overcoat. She wears a camel's-hair coat and no hat. She
catches up with him.

PHYLLIS
You all right, honey? I'll have the
car out in a second.

Dietrichson just grunts. She passes him to the garage, CAMERA
WITH HER, and slides the door open.

B-40 INT. GARAGE

THE CAMERA IS VERY LOW INSIDE THE SEDAN, shooting slightly
upwards from Neff's hiding place. The garage door has just
been opened. Phyllis comes to the car, opens the rear door.
She looks down, almost INTO THE CAMERA. A tight, cool smile
flashes across her face. Then, very calmly, she puts the
suitcase and overcoat in back on the seat (out of shot). She
closes the door again.

B-41 EXT. GARAGE

Dietrichson stands watching Phyllis as she gets into the car
and drives out to pick him up. She stops beside him and opens
the right-hand door. Dietrichson climbs in with difficulty.
She helps him, watching him closely.

PHYLLIS
Take it easy, honey. We've got lots
of time.

DIETRICHSON
Just let me do it my own way. Grab
that crutch.

She takes one of the crutches from him.

DIETRICHSON
They ought to make these things so
they fold up.

For a moment, as he leans his hand on the back of the seat,
there is danger that he may see Neff. He doesn't. He slides
awkwardly into the seat and pulls the second crutch in after
him. He closes the door. The car moves off.

DISSOLVE TO:

B-42 INT. CAR

Phyllis driving and Dietrichson beside her, face TOWARDS THE
CAMERA. Dietrichson has a partly smoked cigar between his
teeth. They are in the middle of a conversation.

DIETRICHSON
Aw, stop squawkin' can't you, Phyllis?
No man takes his wife along to a
class reunion. That's what class
reunions are for.

PHYLLIS
Mrs. Tucker went along with her
husband last year, didn't she.

DIETRICHSON
Yeah, and what happened to her? She
sat in the hotel lobby for four days
straight. Never even saw the guy
until we poured him back on the train.

B-43 CLOSEUP ON NEFF'S FACE LOW DOWN IN THE CORNER BEHIND
DIETRICHSON

His face is partly covered by the edge of a traveling rug
which he has pulled up over him. He looks up at Dietrichson
and Phyllis in the front seat.

PHYLLIS' VOICE
All right, honey. Just so long as
you have a good time.

DIETRICHSON'S VOICE
I won't do much dancing, I can tell
you that.

B-44 HEADS & SHOULDERS OF DIETRICHSON & PHYLLIS - AS SEEN BY
NEFF

PHYLLIS
Remember what the doctor said. If
you get careless you might end up
with a shorter leg.

DIETRICHSON
So what? I could break the other one
and match them up again.

PHYLLIS
It makes you feel pretty good to get
away from me, doesn't it?

B-45 PHYLLIS & DIETRICHSON - FACING CAMERA

DIETRICHSON
It's only for four days. I'll be
back Monday at the latest.

PHYLLIS
Don't forget we're having the Hobeys
for dinner on Monday.

DIETRICHSON
The Hobeys? We had them last. They
owe us a dinner, don't they?

PHYLLIS
Maybe they do but I've already asked
them for Monday.

DIETRICHSON
Well, I don't want to feed the Hobeys.

B-46 CLOSEUP - PHYLLIS' FACE ONLY

There is a look of tension in her eyes now. She glances around
quickly. The car has reached the dark street Neff and she
picked out.

DIETRICHSON'S VOICE
And I don't want to eat at their
house either. The food you get there,
and that rope he hands out for cigars.
Call it off, can't you?

Phyllis does not answer. She doesn't even breathe. Her hand
goes down on the horn button. She honks three times.

DIETRICHSON'S VOICE
What are you doing that for? What
the --

This is as far as his voice will ever get. It breaks off and
dies down in a muffled groan. There are struggling noises
and a dull sound of something breaking. Phyllis drives on
and never turns her head. She stares straight in front of
her. Her teeth are clenched.

DISSOLVE TO:

B-47 PARKING SPACE ADJOINING GLENDALE STATION - NIGHT

The station is visible about sixty yards away. There is no
parking attendant. Ten or twelve cars are parked diagonally,
not crowded. The train is not in yet, but there is activity
around the station. Passengers and their friends, redcaps
and baggage men, news vendors, etc.

The Dietrichson sedan drives into the shot past CAMERA and
parks in the foreground at the outer end of the line, several
spaces from the next car, facing away from the CAMERA. Both
front doors are open. Phyllis gets out and from the other
side crutches emerge, and a man (seen entirely from behind,
and apparently Dietrichson) climbs out awkwardly. While he
is steadying himself on the ground with the crutches, Phyllis
has taken out Dietrichson's suitcase and overcoat. She walks
around the car and rolls up the right front window. She closes
and locks the car door. She tries the right rear door and
takes a last look into the dim interior of the car. Then she
and the man walk slowly away from the car to the end of the
station platform and along it toward the station building,
Phyllis walks several steps ahead of the man.

B-48 PHYLLIS & THE MAN - WALKING

CAMERA FOLLOWING THEM, a little to one side, so that Phyllis
is clearly seen but the man's face is not.

MAN
(In a subdued voice)
You handle the redcap and the
conductor.

PHYLLIS
Don't worry.

MAN
Keep them away from me as much as
you can. I don't want to be helped.

PHYLLIS
I said don't worry, Walter.

B-49 PHYLLIS & THE MAN, WALKING DOWN PLATFORM, CAMERA NOW
PRECEDING THEM

Only at this point is it quite clear that THE MAN IS NEFF.

NEFF
You start just as soon as the train
leaves. At the dairy sign you turn
off the highway onto the dirt road.
From there it's exactly eight-tenths
of a mile to the dump beside the
tracks. Remember?

PHYLLIS
I remember everything.

NEFF
You'll be there a little ahead of
the train. No speeding. You don't
want any cops stopping you -- with
him in the back.

PHYLLIS
Walter, we've been through all that
so many times.

NEFF
When you turn off the highway, cut
all your lights. I'm going to be
back on the observation platform.
I'll drop off as close to the spot
as I can. Wait for the train to pass,
then blink your lights twice.

Phyllis nods. They go on. Over them is heard the noise of
the train coming into the station and its lights are seen.

B-50 GLENDALE STATION PLATFORM

The train is just coming to a stop. The passengers move
forward to the tracks. Phyllis, carrying the suitcase and
overcoat, and Neff, still a little behind her, come TOWARDS
THE CAMERA. A redcap sees them and runs up. He takes the
suitcase out of Phyllis' hand.

REDCAP
San Francisco train, lady?

Phyllis takes an envelope containing Dietrichson's ticket
from the pocket of the overcoat. She reads from the envelope.

PHYLLIS
Car nine, section eleven. Just my
husband going.

REDCAP
Car nine, section eleven. Yessum,
this way please.

Phyllis hands the overcoat to the redcap, who leads her and
Neff towards car number nine. Neff still hangs back and keeps
his head down, the way a man using crutches might naturally
do.

B-51 EXT. CAR #9: B-52: B-53

The pullman conductor and porter stand at the steps. The
conductor is checking the tickets of passengers getting on.
The redcap leads Phyllis and Neff into the SHOT. The conductor
and porter see Neff on his crutches and move to help him.

PHYLLIS
It's all right, thanks. My husband
doesn't like to be helped.

The redcap goes up the steps into the car. Neff laboriously
swings himself up onto the box and from there up on the steps,
keeping his head down. Meantime, Phyllis is holding the
attention of the conductor and porter by showing them the
ticket.

CONDUCTOR
Car nine, section eleven. The
gentleman only. Thank you.

Phyllis nods and takes the ticket back. Neff has reached the
top of the steps. She goes up after him and gives him the
ticket. They are now close together.

PHYLLIS
Goodbye, honey. Take awful good care
of yourself with that leg.

NEFF
Sure, I will. Just you take it easy
going home.

PHYLLIS
I'll miss you, honey.

She kisses him. There are shouts of "ALL ABOARD". The redcap
comes from inside the car.

REDCAP
Section eleven, suh.

Phyllis takes a quarter from her bag and gives it to the
redcap.

PORTER
(Shouting)
All aboard!

Redcap descends. Phyllis kisses Neff again quickly.

PHYLLIS
Good luck, honey.

She runs down the steps. The porter picks up the box. He and
the conductor get on board the train. Phyllis stands there
waving goodbye as the train starts moving, and the porter
begins to close the car door. Phyllis turns and walks out of
the shot in the direction of the parked car.

B-54 INT. PLATFORM CAR NUMBER NINE - MOVING TRAIN - (NIGHT) -
DIM LIGHT

Neff and the Porter. The conductor is going on into the car.
Neff is half turned away from the porter.

NEFF
Can you make up my berth right away?

PORTER
Yes, sir.

NEFF
I'm going back to the observation
car for a smoke.

PORTER
This way, sir. Three cars back.

He holds the vestibule door open. Neff hobbles through.

DISSOLVE TO:

B-55 INT. PULLMAN CAR - DIM

Most of the berths are made up. As Neff hobbles along, another
porter and some passengers make way for the crippled man
solicitously.

DISSOLVE TO:

B-56 PLATFORM BETWEEN TWO CARS - VERY DIM

The train conductor meets Neff and opens the door for him.
Neff hobbles on through.

DISSOLVE TO:

B-57 INT. PARLOR CAR - MOVING TRAIN

Four or five passengers are reading or writing. As Neff comes
through on his crutches they pull in their feet to make room
for him. One old lady, seeing that he is headed for the
observation platform, opens the door for him. He thanks her
with a nod and hobbles through.

B-58 OBSERVATION PLATFORM

Dark except for a little light coming from inside the parlor
car. The train is going at about fifteen miles an hour between
Glendale and Burbank. Neff has come out and hobbled to the
railing. He stands looking back along the rails. SUDDENLY A
MAN'S VOICE speaks from behind him.

MAN'S VOICE
Can I pull a chair out for you?

Neff looks around. He sees a man sitting in the corner smoking
a hand-rolled cigarette. He is about fifty-five years old,
with white hair, and a broad-brimmed Stetson hat. He looks
like a small town lawyer or maybe a mining man. Neff does
not like the man's presence there very much. He turns to him
just enough to answer.

NEFF
No thanks, I'd rather stand.

MAN
You going far?

NEFF
Palo Alto.

MAN
My name's Jackson. I'm going all the
way to Medford. Medford, Oregon. Had
a broken arm myself once.

NEFF
Uh-huh.

JACKSON
That darn cast sure itches something
fierce, don't it? I thought I'd go
crazy with mine.

Neff stands silent. His mind is feverishly thinking of how
to get rid of Jackson.

JACKSON
Palo Alto's a nice little town. You
a Stanford man?

NEFF
Used to be.

He starts patting his pockets as if looking for something.

JACKSON
I bet you left something behind. I
always do.

NEFF
My cigar case. Must have left it in
my overcoat back in the section.

Jackson takes out a small bag of tobacco and a packet of
cigarette papers.

JACKSON
Care to roll yourself a cigarette,
Mr. --?

NEFF
Dietrichson. Thanks. I really prefer
cigars.
(Looking around)
Maybe the porter --

JACKSON
I could get your cigars for you. Be
glad to, Mr. Dietrichson.

NEFF
That's darn nice of you. It's car
nine, section eleven. If you're sure
it's not too much trouble.

JACKSON
Car nine, section eleven. A pleasure.

He rises and exits into the parlor car. Neff turns slowly
and watches Jackson go back through the car. Then he moves
to one side of the platform and looks ahead along the track
to orientate himself. He gives one last glance back into the
parlor car to make sure no one is watching him. He slips the
crutches from under his arms and stands on both feet. He
drops the crutches off the train onto the tracks, then quickly
swings his body over the rail.

B-59 EXT. MOVING OBSERVATION CAR - CAMERA FOLLOWING

Neff is hanging onto the railing. He looks down, then lets
go and drops to the right-of-way. THE CAMERA STOPS. The train
recedes slowly into the night. Neff has fallen on the tracks.
He picks himself up, rubs one knee and looks back along the
line of the tracks and off to one side.

B-60 DARK LANDSCAPE - RAILROAD TRACKS

Close beyond the edge of the right-of-way, the silhouette of
a dump shows up. Beside it looms the dark bulk of the
Dietrichson sedan. The headlights blink twice and go out.

B-61 NEFF

He starts running towards the car. He runs a little awkwardly
because of the improvised cast on his left foot.

B-62 CAR IN THE DARK

The front door opens and Phyllis steps out. She closes the
door and looks in the direction of the tracks. The uneven
steps of Neff running towards her are heard. She opens the
back door of the car and leans in. She pulls the rug off the
corpse (which is not visible) and stands looking into the
car, unable to take her eyes off what she sees, while at the
same time her hands mechanically begin to fold the rug. The
running steps grow louder and Neff comes into the SHOT
breathing hard. He reaches her.

NEFF
Okay. This has to go fast. Take his
hat and pick up the crutches.

Neff points back towards the tracks. He reaches into the car
and begins to drag out the body by the armpits. Phyllis coolly
reaches past him and takes the hat off the dead man's head.
She turns to go.

NEFF
Hang on to that rug. I'll need it.

Phyllis moves out of the shot carrying the hat and rug.

B-63 NEFF

He gets a stronger hold on the dead Dietrichson and drags
him free of the car and towards the tracks. The corpse is
not seen.

B-64 PHYLLIS

She has reached the point where one of the crutches lies.
She picks it up and goes for the other crutch a short distance
away. She carries both crutches, the hat and the rug towards
Neff.

B-65 NEFF

He has reached the railroad tracks. The corpse is lying beside
the tracks, face down. Phyllis comes up to Neff. He takes
the crutches and the hat from her. He throws the crutches
beside the corpse. He takes the hat from Phyllis and tosses
it carelessly along the track.

NEFF
Let's go. Stay behind me.

He takes the rug from her and they move back towards the
car, Phyllis first, then Neff walking almost backwards,
sweeping the ground over which the body was dragged with the
rug as they go.

B-66 THE CAR

They reach it together.

NEFF
Get in. You drive.

She gets in. Neff sweeps the ground after him as he goes
around the car to get in beside her. He throws the rug into
the back of the car.

B-67 INT. CAR

Phyllis is behind the wheel. Neff beside her is just closing
the door. He props his wrapped foot against the dashboard
and begins to tear off the adhesive tape while at the same
time Phyllis presses the starter button. The starter grinds,
but the motor doesn't catch. She tries again. It still doesn't
catch. Neff looks at her. She tries a third time. The starter
barely turns over. The battery is very low.

Phyllis leans back. They stare at each other desperately.
After a moment Neff bends forward slowly and turns the
ignition key to the OFF position. He holds his left thumb
poised over the starter button. There is a breathless moment.
Then he presses the starter button with swift decision. The
starter grinds with nerve-wracking sluggishness. Neff twists
the ignition key to ON and instantly pulls the hand-throttle
wide open. With a last feeble kick of the starter, the motor
catches and races. He eases the throttle down and slides
back into his place. They look at each other again. The
tenseness of the moment still shows in their faces.

NEFF
Let's go, baby.

Phyllis releases the hand brake and puts the car in reverse.
Neff is again busy unwrapping the tape from his leg. The car
moves.

B-68 DARK LANDSCAPE - WITH DUMP

The car, with the headlights out, backs up, swings around
and moves off along the dirt road the way it came.

DISSOLVE TO:

B-69 INT. SEDAN - DRIVING ALONG HIGHWAY IN TRAFFIC

Phyllis and Neff facing towards CAMERA. Neff is bent over,
peeling the towel and plaster off his foot, which is out of
shot. Phyllis is calm, almost relaxed. Neff straightens up.
They are talking to each other. Their lips are seen moving
but what they say is not heard. They stop talking. Phyllis
stares straight ahead. Neff is pulling adhesive tape off the
wrapped towel that was on his foot. He folds the adhesive
into a tight ball, rolls the towel up, puts both into his
pockets.

DISSOLVE TO:

NEFF'S VOICE
On the way back we went over once
more what she was to do at the
inquest, if they had one, and about
the insurance, when that came up. I
was afraid she might go to pieces a
little, now that we had done it, but
she was perfect. No nerves. Not a
tear, not even a blink of the eyes...

B-70 DARK STREET NEAR NEFF'S APT. HOUSE

The sedan drives into the shot and stops without pulling
over to the curb.

NEFF'S VOICE
(Cont'd)
She dropped me a block from my
apartment house.

The car door opens. Neff starts to get out.

PHYLLIS
Walter.

Neff turns back to her.

PHYLLIS
What's the matter, Walter. Aren't
you going to kiss me?

NEFF
Sure, I'm going to kiss you.

Phyllis bends towards him and puts her arms around him.

PHYLLIS
It's straight down the line, isn't
it?

Phyllis kisses him. In the kiss he is passive.

PHYLLIS
I love you, Walter.

NEFF
I love you, baby.

DISSOLVE TO:

B-71 FIRE STAIRS - (NIGHT)

Neff going up.

NEFF'S VOICE
It was two minutes past eleven as I
went up the fire stairs again. Nobody
saw me this time either.

DISSOLVE TO:

B-72 B-73 INSERTS

Telephone bell box and the door bell. The cards are still in
position. Neff's hand takes them out.

NEFF'S VOICE
(Cont'd)
In the apartment I checked the bells.
The cards hadn't moved. No calls. No
visitors.

DISSOLVE TO:

B-74 LIVING ROOM - NEFF'S APT. NIGHT - ELECTRIC LIGHTS ON

Neff comes from the bedroom, wearing the light grey suit he
wore before the murder, only with out a tie. He buttons his
jacket, looks around the room, and opens the corridor door.

NEFF'S VOICE
I changed the blue suit. There was
one last thing to do. I wanted the
garage man to see me again.

DISSOLVE TO:

B-75 BASEMENT GARAGE - (NIGHT)

Fifteen or twenty cars are parked now. Charlie, the attendant
has washed Neff's car and is now polishing the glass and
metal work. Neff comes from the elevator. Charlie sees him.
He straightens up.

CHARLIE
You going to need it after all, Mr.
Neff? I'm about through.

NEFF
It's okay, Charlie. Just walking
down to the drug store for something
to eat. Been working upstairs all
evening. My stomach's getting sore
at me.

He walks up the ramp towards the garage entrance.

B-76 STREET OUTSIDE APT. HOUSE - (NIGHT) - SHOOTING TOWARDS
GARAGE ENTRANCE

Neff comes out at the top of the ramp and starts to walk
down the street, not too fast. CAMERA PRECEDES HIM. He walks
about ten or fifteen yards. At first his steps sound hard
and distinct on the sidewalk and echo in the deserted street.
But slowly, as he goes on, they fade into utter silence. He
walks a few feet without sound, then becomes aware of the
silence. He stops rigidly and looks back. CAMERA STOPS WITH
HIM. He stands like that for a moment, then turns toward the
CAMERA again. There is a look of horror on his face now. He
walks on, CAMERA AHEAD OF HIM again. Still his steps make no
sound.

NEFF'S VOICE
That was all there was to it. Nothing
had slipped, nothing had been
overlooked, there was nothing to
give us away. And yet, Keyes, as I
was walking down the street to the
drug store, suddenly it came over me
that everything would go wrong. It
sounds crazy, Keyes, but it's true,
so help me: I couldn't hear my own
footsteps. It was the walk of a dead
man.

FADE OUT:

END OF SEQUENCE "B"

SEQUENCE "C"

FADE IN:

C-1 NEFF'S OFFICE - NIGHT

Neff sits before the dictaphone. There are four cylinders on
end on the desk next to him. He gets up from the swivel chair
with great effort and stands a moment unsteadily. The wound
in his shoulder is paining him. He is very weak as he slowly
crosses to the water cooler. He takes the blood stained
handkerchief from inside his shirt and soaks it with fresh
water.

The office door opens behind him. He turns, hiding the
handkerchief behind his back. In the doorway stands the
colored man who has been cleaning up downstairs. He is
carrying his big trash box by a rope handle.

COLORED MAN
Didn't know anybody was here, Mr.
Neff. We ain't cleaned your office
yet.

NEFF
Let it go tonight. I'm busy.

COLORED MAN
Whatever you say, Mr. Neff.

He closes the door slowly, staring at Neff with an uneasy
expression. Neff puts the soaked handkerchief back on his
wounded shoulder, then walks heavily over to his swivel chair
and lowers himself into it. He takes the dictaphone horn and
speaks into it again.

NEFF
That was the longest night I ever
lived through, Keyes, and the next
day was worse, when the story broke
in the papers, and they were talking
about it at the office, and the day
after that when you started digging
into it. I kept my hands in my pockets
because I thought they were shaking,
and I put on dark glasses so people
couldn't see my eyes, and then I
took them off again so people wouldn't
get to wondering why I wore them. I
was trying to hold myself together,
but I could feel my nerves pulling
me to pieces....

DISSOLVE TO:

C-2 INSURANCE OFFICE - TWELFTH FLOOR - DAY

Neff comes through the reception room doors with his hat on
and his briefcase under his arm. He walks towards his office,
but half way there he runs into Keyes. Keyes is wearing his
vest and hat, no coat. He is carrying a file of papers and
smoking a cigar.

KEYES
Come on, Walter. The big boss wants
to see us.

NEFF
Okay.

He turns and walks beside Keyes, CAMERA AHEAD of them

NEFF
That Dietrichson case?

KEYES
Must be.

NEFF
Anything wrong?

KEYES
The guy's dead, we had him insured
and it's going to cost us money.
That's always wrong.

He stops by a majolica jar full of sand and takes a pencil
from his vest. He stands over the jar extinguishing his cigar
carefully so as not to damage it.

NEFF
What have you got so far?

KEYES
Autopsy report. No heart failure, no
apoplexy, no predisposing medical
cause of any kind. He died of a broken
neck.

NEFF
When is the inquest?

KEYES
They had it this morning. His wife
and daughter made the identification.
The train people and some passengers
told how he went through to the
observation car.. It was all over in
forty-five minutes. Verdict,
accidental death.

Keyes puts the half-smoked cigar into his vest pocket with
the pencil. They move on.

NEFF
What do the police figure?

KEYES
That he got tangled up in his crutches
and fell off the train. They're
satisfied. It's not their dough.

They stop at a door lettered in embossed chromium letters:
EDWARD S. NORTON, JR. PRESIDENT. Keyes opens the door. They
go in.

C-3 INT. RECEPTION ROOM - MR. NORTON'S OFFICE

A secretary sitting behind a desk. As Keyes and Neff enter,
the door to Norton's private office is opened. From inside,
Mr. Norton is letting out three legal looking gentlemen.
Norton is about forty-five, very well groomed, rather pompous
in manner.

NORTON
(To the men who are
leaving)
I believe the legal position is now
clear, gentlemen. Please stand by. I
may need you later.

He sees Keyes and Neff.

NORTON
Come in, Mr. Keyes. You too, Mr.
Neff.

Neff has put down his hat and briefcase. He and Keyes pass
the legal looking men and follow Norton into his office.

C-4 INT. NORTON'S OFFICE

Naturally it is the best office in the building; modern but
not modernistic, spacious, very well furnished; flowers,
smoking stands, easy chairs, etc. Norton has gone behind his
desk. Keyes has come in, and Neff after him closes the door
quietly. Norton looks disapprovingly at Keyes' shirt sleeves.

NORTON
You find this an uncomfortably warm
day Mr. Keyes?

Keyes takes his hat off but holds it in his hands.

KEYES
Sorry, Mr. Norton. I didn't know
this was formal.

Norton smiles frostily.

NORTON
Sit down, gentlemen.
(To Keyes)
Any new developments?

Keyes and Neff sit down, Norton remains standing.

KEYES
I just talked to this Jackson long
distance. Up in Medford, Oregon.

NORTON
Who's Jackson?

KEYES
The last guy that saw Dietrichson
alive. They were out on the
observation platform together talking.
Dietrichson wanted a cigar and Jackson
went to get Dietrichson's cigar case
for him. When he came back to the
observation platform, no Dietrichson.
Jackson didn't think anything was
wrong until a wire caught up with
the train at Santa Barbara. They had
found Dietrichson's body on the tracks
near Burbank.

NORTON
Very interesting, about the cigar
case.

He walks up and down behind his desk thinking hard.

NORTON
Anything else?

KEYES
Not much. Dietrichson's secretary
says she didn't know anything about
the policy. There is a daughter, but
all she remembers is Neff talking to
her father about accident insurance
at their house one night.

NEFF
I couldn't sell him at first. Mrs.
Dietrichson opposed it. He told me
he'd think it over. Later on I went
down to the oil fields and closed
him. He signed the application and
gave me his check.

NORTON
(Dripping with sarcasm)
A fine piece of salesmanship that
was, Mr. Neff.

KEYES
There's no sense in pushing Neff
around. He's got the best sales record
in the office. Are your salesmen
supposed to know that the customer
is going to fall off a train?

NORTON
Fall off a train? Are we sure
Dietrichson fell off the train?

There is a charged pause.

KEYES
I don't get it.

NORTON
You don't, Mr. Keyes? Then what do
you think of this case? This policy
might cost us a great deal of money.
As you know, it contains a double
indemnity clause. Just what is your
opinion?

KEYES
No opinion at all.

NORTON
Not even a hunch? One of those
interesting little hunches of yours?

KEYES
Nope. Not even a hunch.

NORTON
I'm surprised, Mr. Keyes. I've formed
a very definite opinion. I think I
know -- in fact I know I know what
happened to Dietrichson.

KEYES
You know you know what?

NORTON
I know it was not an accident.

He looks from Keyes to Neff and back to Keyes.

NORTON
What do you say to that?

KEYES
Me? You've got the ball. Let's see
you run with it.

NORTON
There's a widespread feeling that
just because a man has a large office --

The dictograph on his desk buzzes. He reaches over and
depresses a key and puts the earpiece to his ear.

NORTON
(Into dictograph)
Yes?... Have her come in, please.

He replaces the earpiece. He turns back to Keyes and Neff.

NORTON
-- that just because a man has a
large office he must be an idiot.
I'm having a visitor, if you don't
mind.

Keyes and Neff start to get up.

NORTON
No, no. I want you to stay and watch
me handle this.

The secretary has opened the door.

SECRETARY
Mrs. Dietrichson.

Neff stands staring at the door. He relaxes with an obvious
effort of will. Phyllis comes in. She wears a gray tailored
suit, small black hat with a veil, black gloves, and carries
a black bag. The secretary closes the door behind her. Mr.
Norton goes to meet her.

NORTON
Thank you very much for coming, Mrs.
Dietrichson. I assure you I appreciate
it.

He turns a little towards Keyes.

NORTON
This is Mr. Keyes.

KEYES
How do you do.

PHYLLIS
How do you do.

NORTON
And Mr. Neff.

PHYLLIS
I've met Mr. Neff. How do you do.

Norton has placed a chair. Phyllis sits. Norton goes behind
his desk.

NORTON
Mrs. Dietrichson, I assure you of
our sympathy in your bereavement. I
hesitated before asking you to come
here so soon after your loss.

Phyllis nods silently.

NORTON
But now that you're here I hope you
won't mind if I plunge straight into
business. You know why we asked you
to come, don't you?

PHYLLIS
No. All I know is that your secretary
made it sound very urgent.

Keyes sits quietly in his chair with his legs crossed. He
has hung his hat on his foot and thrust his thumbs in the
armholes of his vest. He looks a little bored. Neff, behind
him, stands leaning against the false mantel, completely
dead-pan.

NORTON
Your husband had an accident policy
with this company. Evidently you
don't know that, Mrs. Dietrichson.

PHYLLIS
No. I remember some talk at the house --

She looks towards Neff.

PHYLLIS
-- but he didn't seem to want it.

NEFF
He took it out a few days later,
Mrs. Dietrichson.

PHYLLIS
I see.

NORTON
You'll probably find the policy among
his personal effects.

PHYLLIS
His safe deposit box hasn't been
opened yet. It seems a tax examiner
has to be present.

NORTON
Please, Mrs. Dietrichson, I don't
want you to think you are being
subjected to any questioning. But
there are a few things we should
like to know.

PHYLLIS
What sort of things?

NORTON
We have the report of the coroner's
inquest. Accidental death. We are
not entirely satisfied. In fact we
are not satisfied at all.

Phyllis looks at him coolly.

Keyes looks vaguely interested.

Neff is staring straight at Phyllis.

NORTON
Frankly, Mrs. Dietrichson, we suspect
suicide.

Phyllis doesn't bat an eyelash.

NORTON
I'm sorry. Would you like a glass of
water?

PHYLLIS
Please.

NORTON
Mr. Neff.

He indicates a thermos on a stand near Neff. Neff pours a
glass of water and carries it over to Phyllis. She has lifted
her veil a little. She takes the glass from his hand.

PHYLLIS
Thank you.

Their eyes meet for a fraction of a second.

NORTON
Had your husband been moody or
depressed lately, Mrs. Dietrichson?
Did he seem to have financial worries,
for instance?

PHYLLIS
He was perfectly all right and I
don't know of any financial worries.

NORTON
There must have been something, Mrs.
Dietrichson. Let us examine this so-
called accident. First, your husband
takes out this policy in absolute
secrecy. Why? Because he doesn't
want his family to suspect what he
intends to do.

PHYLLIS
Do what?

NORTON
Commit suicide. Next, he goes on
this trip entirely alone. He has to
be alone. He hobbles all the way out
to the observation platform, very
unlikely with his leg in a cast,
unless he has a very strong reason.
Once there, he finds he is not alone.
There is a man there. What was his
name, Keyes?

Norton flips his fingers impatiently at Keyes who doesn't
even bother to look up.

KEYES
His name was Jackson. Probably still
is.

NORTON
Jackson. So your husband gets rid of
this Jackson with some flimsy excuse
about cigars. And then he is alone.
And then he does it. He jumps.
Suicide. In which case the company
is not liable.
(Pause)
You know that, of course. We could
go to court --

PHYLLIS
I don't know anything. In fact I
don't know why I came here.

She makes as if to rise indignantly.

NORTON
Just a moment, please. I said we
could go to court. I didn't say we
want to. Not only is it against our
practice, but it would involve a
great deal of expense, a lot of
lawyers, a lot of time, perhaps years.

Phyllis rises coldly.

NORTON
So what I want to suggest is a
compromise on both sides. A settlement
for a certain sum, a part of the
policy value --

PHYLLIS
Don't bother, Mr. Norton. When I
came in here I had no idea you owed
me any money. You told me you did.
Then you told me you didn't. Now you
tell me you want to pay me a part of
it, whatever it is. You want to
bargain with me, at a time like this.
I don't like your insinuations about
my husband, Mr. Norton, and I don't
like your methods. In fact I don't
like you, Mr. Norton. Goodbye,
gentlemen.

She turns and walks out. The door closes after her. There is
a pregnant pause. Keyes straightens up in his chair.

KEYES
Nice going, Mr. Norton. You sure
carried that ball.

Norton pours himself a glass of water and stands holding it.

KEYES
Only you fumbled on the goal line.
Then you heaved an illegal forward
pass and got thrown for a forty-yard
loss. Now you can't pick yourself up
because you haven't got a leg to
stand on.

NORTON
I haven't eh? Let her claim. Let her
sue. We can prove it was suicide.

Keyes stands up.

KEYES
Can we? Mr. Norton, the first thing
that hit me was that suicide angle.
Only I dropped it in the wastepaper
basket just three seconds later. You
ought to take a look at the statistics
on suicide sometime. You might learn
a little something about the insurance
business.

NORTON
I was raised in the insurance
business, Mr. Keyes.

KEYES
Yeah. In the front office. Come on,
you never read an actuarial table in
your life. I've got ten volumes on
suicide alone. Suicide by race, by
color, by occupation, by sex, by
seasons of the year, by time of day.
Suicide, how committed: by poisons,
by fire-arms, by drowning, by leaps.
Suicide by poison, subdivided by
types of poison, such as corrosive,
irritant, systemic, gaseous, narcotic,
alkaloid, protein, and so forth.
Suicide by leaps, subdivided by leaps
from high places, under wheels of
trains, under wheels of trucks, under
the feet of horses, from steamboats.
But Mr. Norton, of all the cases on
record there's not one single case
of suicide by leap from the rear end
of a moving train. And do you know
how fast that train was going at the
point where the body was found?
Fifteen miles an hour. Now how could
anybody jump off a slow moving train
like that with any kind of expectation
that he would kill himself? No soap,
Mr. Norton. We're sunk, and we're
going to pay through the nose, and
you know it. May I have this?

Keyes' throat is dry after the long speech. He grabs the
glass of water out of Norton's hand and drains it in one big
gulp.

Norton is watching him almost stupefied. Neff stands with
the shadow of a smile on his face. Keyes puts the glass down
noisily on Norton's desk.

KEYES
Come on, Walter.

Norton doesn't move or speak. Keyes puts his hat on and
crosses towards the door, Neff after him. With the doorknob
in his hand Keyes turns back to Norton with a glance down at
his own shirt sleeves.

KEYES
Next time I'll rent a tuxedo.

They go out.

DISSOLVE TO:

C-5 NEFF - AT DICTAPHONE - (NIGHT)

There is a tired grin on his face as he talks into the horn.

NEFF
I could have hugged you right then
and there, Keyes, you and your
statistics. You were the only one we
were really scared of, and instead
you were almost playing on our team...

DISSOLVE TO:

C-6 NEFF'S APARTMENT - EVENING - ALMOST DARK IN THE ROOM

The corridor door opens letting light in. Neff enters with
his hat on and his briefcase under his arm. He switches the
lights on, closes the door, puts the lights on, closes the
door, puts the key in his pocket. At this moment the telephone
rings. He picks up the phone.

NEFF'S VOICE
That evening when I got home my nerves
had eased off. I could feel the ground
under my feet again, and it looked
like easy going from there on it.

NEFF
Hello... Hello, baby.... Sure,
everything is fine... You were
wonderful in Norton's office.

C-7 INT. TELEPHONE BOOTH IN A DRUG STORE

Phyllis is on the phone. She is not dressed as in Norton's
office.

PHYLLIS
I felt so funny. I wanted to look at
you all the time.

C-8 NEFF ON TELEPHONE IN HIS APARTMENT

NEFF
How do you think I felt? Where are
you, baby?

C-9 PHYLLIS ON PHONE

PHYLLIS
At the drug store. Just a block away.
Can I come up?

C-10 NEFF'S APARTMENT - (NIGHT) - NEFF ON PHONE

NEFF
Okay. But be careful. Don't let
anybody see you.

He hangs up, takes off his hat and drops hat and briefcase
on the davenport. He looks around the room and crosses to
lower the venetian blinds and draw the curtains. He gathers
up the morning paper which is lying untidily on the floor
and puts it in the waste-paper basket.

The door bell rings.

Neff stops in sudden alarm. It can't be Phyllis. The time is
too short. For a second he stands there motionless, then
crosses to the door and opens it.

In the open door stands Keyes.

NEFF
Hello, Keyes.

Keyes walks past him into the room. His hands are clasped
behind his back. There is a strange, absent-minded look in
his eyes. Neff closes the door without taking his eyes off
Keyes.

NEFF
What's on your mind?

Keyes stops in the middle of the room and turns.

KEYES
That broken leg. The guy broke his
leg.

NEFF
What are you talking about?

KEYES
Talking about Dietrichson. He had
accident insurance, didn't he? Then
he broke his leg, didn't he?

NEFF
So what?

KEYES
And he didn't put in a claim. Why
didn't he put in a claim? Why?

NEFF
What the dickens are you driving at?

KEYES
Walter. There's something wrong. I
ate dinner two hours ago. It stuck
half way.

He prods his stomach with his thumb.

KEYES
The little man is acting up again.
Because there's something wrong with
that Dietrichson case.

NEFF
Because he didn't put in a claim?
Maybe he just didn't have time.

KEYES
Oh maybe he just didn't know he was
insured.

He has stopped in front of Neff. They look at each other for
a tense moment. Neff hardly breathes.

Keyes shakes his head suddenly.

KEYES
No. That couldn't be it. You delivered
the policy to him personally, didn't
you, Walter? And you got his check.

NEFF
(Stiff-lipped, but
his voice is as well
under control as he
can manage)
Sure, I did.

Keyes prods his stomach again.

KEYES
Got any bicarbonate of soda?

NEFF
No I haven't.

Keyes resumes his pacing.

KEYES
Listen, Walter. I've been living
with this little man for twenty-six
years. He's never failed me yet.
There's got to be something wrong.

NEFF
Maybe Norton was right. Maybe it was
suicide, Keyes.

KEYES
No. Not suicide.
(Pause)
But not accident either.

NEFF
What else?

There is another longer pause, agonizing for Neff. Finally
Keyes continues:

KEYES
Look. A man takes out an accident
policy that is worth a hundred
thousand dollars if he is killed on
a train. Then, two weeks later, he
is killed on a train. And not in a
train accident, mind you, but falling
off some silly observation car. Do
you know what the mathematical
probability of that is, Walter? One
out of I don't know how many billions.
And add to that the broken leg. It
just can't be the way it looks,
Walter. Something has been worked on
us.

NEFF
Such as what?

Keyes doesn't answer. He goes on pacing up and down. Finally
Neff can't stand the silence any longer.

NEFF
Murder?

KEYES
(Prods stomach again)
Don't you have any peppermint or
anything?

NEFF
I'm sorry.
(Pause)
Who do you suspect?

KEYES
Maybe I like to make things easy for
myself. But I always tend to suspect
the beneficiary.

NEFF
The wife?

KEYES
Yeah. That wide-eyed dame that didn't
know anything about anything.

NEFF
You're crazy, Keyes. She wasn't even
on the train.

KEYES
I know she wasn't, Walter. I don't
claim to know how it was worked, or
who worked it, but I know that it
was worked.

He crosses to the corridor door.

KEYES
I've got to get to a drug store. It
feels like a hunk of concrete inside
me.

He puts his hand on the knob to open the door.

C-11 CORRIDOR - APARTMENT HOUSE - NIGHT - LIGHTS ON

The hallway is empty except for Phyllis who has been standing
close to the door of Neff's apartment, listening. The door
has just started to open. Phyllis moves away quickly and
flattens herself against the wall behind the opening door.
Keyes is coming out.

KEYES
Good night, Walter.

Neff, behind him, looks anxiously down the hallway for
Phyllis. Suddenly his eye catches a glimpse of her through
the crack of the partly opened door. He pushes the door wide
so as to hide her from Keyes.

NEFF
Good night, Keyes.

KEYES
See you at the office in the morning.

He has reached the elevator. He pushes the call button and
turns.

KEYES
But I'd like to move in on her right
now, tonight, if it wasn't for Norton
and his stripe-pants ideas about
company policy. I'd have the cops
after her so quick her head would
spin. They'd put her through the
wringer, and, brother, what they
would squeeze out.

NEFF
Only you haven't got a single thing
to go on, Keyes.

The elevator has come up and stopped.

KEYES
Not too much. Twenty-six years
experience, all the percentage there
is, and this lump of concrete in my
stomach.

He pulls back the elevator door and turns to Neff with one
last glance of annoyance.

KEYES
(Almost angrily)
No bicarbonate of soda.

Keyes gets into the elevator. The door closes. The elevator
goes down.

Neff stands numb, looking at the spot where Keyes was last
visible. Without moving his eyes he pulls the door around
towards him with his left hand. Phyllis slowly comes out.

Neff motions quickly to her to go into the apartment. She
crosses in front of him and enters. He steps in backwards
after her.

C-12 INT. NEFF'S APARTMENT

Phyllis has come a few steps into the room. Neff, backing in
after her, closes the door from inside and turns slowly.
They look at each other for a long moment in complete silence.

PHYLLIS
How much does he know?

NEFF
It's not what he knows. It's those
stinking hunches of his.

PHYLLIS
But he can't prove anything, can he?

NEFF
Not if we're careful. Not if we don't
see each other for a while.

PHYLLIS
For how long a while?

She moves toward him but he does not respond.

NEFF
Until all this dies down. You don't
know Keyes the way I do. Once he
gets his teeth into something he
won't let go. He'll investigate you.
He'll have you shadowed. He'll watch
you every minute from now on. Are
you afraid, baby?

PHYLLIS
Yes, I'm afraid. But not of Keyes.
I'm afraid of us. We're not the same
any more. We did it so we could be
together, but instead of that it's
pulling us apart. Isn't it, Walter?

NEFF
What are you talking about?

PHYLLIS
And you don't really care whether we
see each other or not.

NEFF
Shut up, baby.

He pulls her close and kisses her.

FADE OUT:

END OF SEQUENCE "C"

SEQUENCE "D"

FADE IN:

D-1 INSURANCE OFFICE - TWELFTH FLOOR - ANTEROOM - (DAY)

Two telephone operators and a receptionist are at work.
Several visitors are waiting in chairs. Lola Dietrichson is
one of them. She's wearing a simple black suit and hat,
indicating mourning. Her fingers nervously pick at a
handkerchief and her eyes are watching the elevator doors
anxiously.

(Now and then the telephone operators in the background are
heard saying, "PACIFIC ALL-RISK. GOOD AFTERNOON.")

The elevator comes up and the doors open. Several people
come out, among them Neff, carrying his briefcase. Lola sees
him and stands up, and as he is about to pass through the
anteroom without recognizing her she stops him.

LOLA
Hello, Mr. Neff.

Neff looks at her a little startled.

NEFF
Hello.

His voice hangs in the air.

LOLA
Lola Dietrichson. Don't you remember
me?

NEFF
(On his guard)
Yes. Of course.

LOLA
Could I talk to you, just for a few
minutes? Somewhere where we can be
alone?

NEFF
Sure. Come on into my office.

He pushes the swing door open and holds it for her. As she
passes in front of him his eyes narrow in uneasy speculation.

D-2 TWELFTH FLOOR - BALCONY

Neff comes up level with Lola and leads her towards his
office, CAMERA WITH THEM.

NEFF
Is it something to do with -- what
happened?

LOLA
Yes, Mr. Neff. It's about my father's
death.

NEFF
I'm terribly sorry, Miss Dietrichson.

He opens the door of his office and holds it for her. She
enters.

D-3 INT. NEFF'S OFFICE - (DAY)

Lou Schwartz, one of the other salesmen, is working at his
desk. Lola enters, Neff after her.

NEFF
(To Schwartz)
Lou, do you mind if I use the office
alone for a few minutes?

SCHWARTZ
It's all yours, Walter.

He gets up and goes out. Lola has walked over to the window
and is looking out so Schwartz won't stare at her. Neff places
a chair beside his desk.

NEFF
Won't you sit down?

At the sound of the closing door she turns and speaks with a
catch in her voice.

LOLA
Mr. Neff, I can't help it, but I
have such a strange feeling that
there is something queer about my
father's death.

NEFF
Queer? Queer in what way?

LOLA
I don't know why I should be bothering
you with my troubles, except that
you knew my father and knew about
the insurance he took out. And you
were so nice to me that evening in
your car.

NEFF
Sure. We got along fine, didn't we.

He sits down. His face is grim and watchful.

LOLA
Look at me, Mr. Neff. I'm not crazy.
I'm not hysterical. I'm not even
crying. But I have the awful feeling
that something is wrong, and I had
the same feeling once before -- when
my mother died.

NEFF
When your mother died?

LOLA
We were up at Lake Arrowhead. That
was six years ago. We had a cabin
there. It was winter and very cold
and my mother was very sick with
pneumonia. She had a nurse with her.
There were just the three of us in
the cabin. One night I got up and
went into my mother's room. She was
delirious with fever. All the bed
covers were on the floor and the
windows were wide open. The nurse
wasn't in the room. I ran and covered
my mother up as quickly as I could.
Just then I heard a door open behind
me. The nurse stood there. She didn't
say a word, but there was a look in
her eyes I'll never forget. Two days
later my mother was dead.
(Pause)
Do you know who that nurse was?

Neff stares at her tensely. He knows only too well who the
nurse was.

NEFF
No. Who?

LOLA
Phyllis. I tried to tell my father,
but I was just a kid then and he
wouldn't listen to me. Six months
later she married him and I kind of
talked myself out of the idea that
she could have done anything like
that. But now it's all back again,
now that something has happened to
my father, too.

NEFF
You're not making sense, Miss
Dietrichson. Your father fell off a
train.

LOLA
Yes, and two days before he fell off
that train what was Phyllis doing?
She was in her room in front of a
mirror, with a black hat on, and she
was pinning a black veil to it, as
if she couldn't wait to see how she
would look in mourning.

NEFF
Look. You've had a pretty bad shock.
Aren't you just imagining all this?

LOLA
I caught her eyes in the mirror, and
they had that look in them they had
before my mother died. That same
look.

NEFF
You don't like your step-mother, do
you? Isn't it just because she is
your step-mother?

LOLA
I loathe her. Because she did it.
She did it for the money. Only you're
not going to pay her, are you, Mr.
Neff? She's not going to get away
with it this time. I'm going to speak
up. I'm going to tell everything I
know.

NEFF
You'd better be careful, saying things
like that.

LOLA
I'm not afraid. You'll see.

She turns again to the window so he won't see that she is
crying. Neff gets up and goes to her.

LOLA
I'm sorry. I didn't mean to act like
this.

NEFF
All this that you've been telling me --
who else have you told?

LOLA
No one.

NEFF
How about your step-mother?

LOLA
Of course not. I'm not living in the
house any more. I moved out.

NEFF
And you didn't tell that boy-friend
of yours? Zachetti.

LOLA
I'm not seeing him any more. We had
a fight.

NEFF
Where are you living then?

LOLA
I got myself a little apartment in
Hollywood.

NEFF
Four walls, and you just sit and
look at them, huh?

She turns from the window with a pathetic little nod.

LOLA
(Through her tears)
Yes, Mr. Neff.

DISSOLVE TO:

D-4 LA GOLONDRINA (NIGHT)

In the foreground, Neff and Lola are having dinner. In the
background the usual activity of Olvera Street -- sidewalk
peddlers, guitar players, etc.

NEFF'S VOICE
So I took her to dinner that evening
at a Mexican joint down on Olvera
Street where nobody would see us. I
wanted to cheer her up..

DISSOLVE TO:

D-5 INT. NEFF'S COUPE (DAY)

Neff and Lola driving along the beach near Santa Monica.
Neff is wearing a light summer suit, very much in contrast
to Lola's mourning. Apparently she is telling him a story
and now and then she laughs, but there is no sound.

CAMERA MOVES PAST HER TO A: CLOSE SHOT OF NEFF behind the
steering wheel. He is only half listening to Lola. His mind
is full of other thoughts.

NEFF'S VOICE
Next day was Sunday and we went for
a ride down to the beach. She had
loosened up a bit and she was even
laughing... I had to make sure she
wouldn't tell that stuff about Phyllis
to anybody else. It was dynamite,
whether it was true or not. And I
had no chance to talk to Phyllis.
You were watching her like a hawk,
Keyes. I couldn't even phone her for
fear you had the wires tapped.

D-6 INSURANCE OFFICE - 12TH FLOOR - DAY

Neff, with his hat on and no briefcase, is walking toward
Keyes' office. As he comes up close to the door, he stops
with a startled expression on his face. On a chair beside
the door sits a familiar figure. He is Jackson, the man from
the observation platform of the train. He is wearing his
Stetson hat and smoking a cigar. He is studying something in
the file folder. Neff recognizes him immediately but Jackson
does not look up. Neff controls his expression and goes on
to open the door to Keyes' office.

NEFF'S VOICE
Monday morning there was a note on
my desk that you wanted to see me,
Keyes. For a minute I wondered if it
could be about Lola. It was worse.
Outside your door was the last guy
in the world I wanted to see.

D-7 INT. KEYES' OFFICE

Neff is just closing the door from the inside. Keyes, his
coat off, is lying on his office couch, chewing on a cigar,
as usual.

KEYES
Come in. Come in, Walter. I want to
ask you something. After all the
years we've known each other, do you
mind if I make a rather blunt
statement?

NEFF
About what?

KEYES
About me. Walter, I'm a very great
man. This Dietrichson business. It's
murder, and murders don't come any
neater. As fancy a piece of homicide
as anybody ever ran into. Smart and
tricky and almost perfect, but --

Keyes bounces off the couch like a rubber ball.

KEYES
but, I think Papa has it all figured
out, figured out and wrapped up in
tissue paper with pink ribbons on
it.

NEFF
I'm listening.

Keyes levels a finger at him.

KEYES
You know what? That guy Dietrichson
was never on the train.

NEFF
He wasn't?

KEYES
No, he wasn't, Walter. Look, you
can't be sure of killing a man by
throwing him off a train that's going
fifteen miles an hour. The only way
you can be sure is to kill him first
and then throw his body on the tracks.
That would mean either killing him
on the train, or -- and this is where
it really gets fancy -- you kill him
somewhere else and put him on the
tracks. Two possibilities, and I
personally buy the second.

NEFF
You're way ahead of me, Keyes.

KEYES
Look, it was like this. They killed
the guy -- the wife and somebody
else -- and then the somebody else
took the crutches and went on the
train as Dietrichson, and then the
somebody else jumped off, and then
they put the body on the tracks where
the train had passed. An
impersonation, see. And a cinch to
work. Because it was night, very few
people were about, they had the
crutches to stare at, and they never
really looked at the man at all.

NEFF
It's fancy all right, Keyes. Maybe
it's a little too fancy.

KEYES
Is it? I tell you it fits together
like a watch. And now let's see what
we have in the way of proof. The
only guy that really got a good look
at this supposed Dietrichson is
sitting right outside my office. I
took the trouble to bring him down
here from Oregon. Let's see what he
has to say.

Keyes goes to the door and opens it.

KEYES
Come in, Mr. Jackson.

Jackson enters with the file folder.

JACKSON
Yes sir, Mr. Keyes. These are fine
cigars you smoke.

He indicates the cigar he himself is smoking.

KEYES
Two for a quarter.

JACKSON
That's what I said.

KEYES
Never mind the cigar, Jackson. Did
you study those photographs? What do
you say?

JACKSON
Yes, indeed, I studied them
thoroughly. Very thoroughly

KEYES
Well? Did you make up your mind?

JACKSON
Mr. Keyes, I'm a Medford man. Medford,
Oregon. Up in Medford we take our
time making up our minds --

KEYES
Well you're not in Medford now. I'm
in a hurry. Let's have it.

Jackson indicates the file folder he is holding.

JACKSON
Are these photographs of the late
Mr. Dietrichson?

KEYES
Yes.

JACKSON
Then my answer is no.

KEYES
What do you mean no?

JACKSON
I mean this is not the man that was
on the train.

KEYES
Will you swear to that?

JACKSON
I'm a Medford man. Medford, Oregon.
And if I say it, I mean it, and if I
mean it, of course I'll swear it.

KEYES
Thank you.

Keyes turns to Neff.

KEYES
There you are, Walter. There's your
proof.

Keyes remembers he forgot to introduce Jackson.

KEYES
Oh, Mr. Jackson, this is Mr. Neff,
one of our salesmen.

JACKSON
Please to meet you, Mr. Neff. Pleased
indeed.

NEFF
How do you do.

JACKSON
Very fine, thank you. Never was
better.

KEYES
Mr. Jackson, how would you describe
the man you saw on that observation
platform?

JACKSON
Well, I'm pretty sure he was a younger
man, about ten or fifteen years
younger than the man in these
photographs.

KEYES
Dietrichson was about fifty, wasn't
he, Walter?

NEFF
Fifty-one, according to the policy.

JACKSON
The man I saw was nothing like fifty-
one years old. Of course, it was
pretty dark on that platform and,
come to think of it, he tried to
keep his back towards me. But I'm
positive just the same.

KEYES
That's fine, Jackson. Now you
understand this matter is strictly
confidential. We may need you again
down here in Los Angeles, if the
case comes to court.

JACKSON
Any time you need me, I'm at your
entire disposal, gentlemen. Expenses
paid, of course.

Keyes picks up the telephone on his desk and speaks into it.

KEYES
Get me Lubin, in the cashier's office.

Meanwhile, Jackson crosses over to Neff and, during the
ensuing dialogue between him and Neff, we hear Keyes' low
voice on the phone in background. We do not hear what he
says.

JACKSON
(To Neff)
Ever been in Medford, Mr. Neff?

NEFF
Never.

JACKSON
Wait a minute. Do you go trout
fishing? Maybe I saw you up Klamath
Falls way.

NEFF
Nope. Never fish.

JACKSON
Neff. Neff. I've got it! It's the
name. There's a family of Neffs in
Corvallis.

NEFF
No relation.

JACKSON
Let me see. This man's an automobile
dealer in Corvallis. Very reputable
man, too, I'm told.

Keyes rejoins them at this point.

KEYES
All right, Mr. Jackson. Suppose you
go down to the cashier's office --
room twenty-seven on the eleventh
floor. They'll take care of your
expense account and your ticket for
the train tonight.

JACKSON
Tonight? Tomorrow morning would suit
me better. There's a very good
osteopath down here I want to see
before I leave.

Keyes has opened the door for Jackson.

KEYES
Okay, Mr. Jackson. Just don't put
her on the expense account.

Jackson doesn't get it.

JACKSON
Goodbye, gentlemen. A pleasure.

He goes out.

KEYES
There it is, Walter. It's beginning
to come apart at the seams already.
A murder's never perfect. It always
comes apart sooner or later. And
when two people are involved it's
usually sooner. We know the
Dietrichson dame is in it, and
somebody else. Pretty soon we're
going to know who that somebody else
is. He'll show. He's got to show.
Sometime, somewhere, they've got to
meet. Their emotions are all kicked
up. Whether it's love or hate doesn't
matter. They can't keep away from
each other. They think it's twice as
safe because there are two of them.
But it's not twice as safe. It's ten
times twice as dangerous. They've
committed a murder and that's not
like taking a trolley ride together
where each one can get off at a
different stop. They're stuck with
each other. They've got to ride all
the way to the end of the line. And
it's a one-way trip, and the last
stop is the cemetery.

He puts a cigar in his mouth and starts tapping his pockets
for matches.

KEYES
(Continued)
She put in her claim and I'm going
to throw it right back at her.
(Pats his pockets
again)
Have you got one of those?

Neff strikes a match for him. Keyes takes the match out of
his hand and lights his cigar.

KEYES
Let her sue us if she dares. I'll be
ready for her -- and that somebody
else. They'll be digging their own
graves.

DISSOLVE TO:

D-8 TELEPHONE BOOTH IN JERRY'S MARKET - DAY

Neff is in the booth dialing a number, and as she waits he
looks around to make sure he is not watched.

NEFF
(Into phone)
Mrs. Dietrichson?... This is Jerry's
market. We just got in a shipment of
that English soap you were asking
about. Will you be coming by this
morning?... Thank you, Mrs.
Dietrichson.

Neff hangs up.

DISSOLVE TO:

D-9 EXT. JERRY'S MARKET - DAY

The LaSalle stops in front of the market. Phyllis steps out
and goes into the market, looking around.

D-10 SHELVES IN THE REAR OF MARKET

Neff is moving slowly along the shelves, outwardly calm but
with his nerves on edge. From beyond him Phyllis approaches.
She stops beside him, facing the same way, with a couple of
feet separating them.

PHYLLIS
Hello, Walter.

NEFF
(In a harsh whisper)
Come closer.

Phyllis moves close to him.

PHYLLIS
What's the matter?

NEFF
Everything's the matter. Keyes is
rejecting your claim. He's sitting
back with his mouth watering, waiting
for you to sue. He wants you to sue.
But you're not going to.

PHYLLIS
What's he got to stop me?

NEFF
He's got the goods. He's figured out
how it was worked. He knows it was
somebody else on the train. He's dug
up a witness he thinks will prove
it.

PHYLLIS
Prove it how? Listen, if he rejects
that claim, I have to sue.

NEFF
Yeah? And then you're in court and a
lot of other things are going to
come up. Like, for instance, about
you and the first Mrs. Dietrichson.

Phyllis looks at him sharply, sideways.

PHYLLIS
What about me and the first Mrs.
Dietrichson?

NEFF
The way she died. And about that
black hat you were trying on -- before
you needed a black hat.

A customer comes along the aisle toward them. They move apart.
The customer passes. Phyllis draws close again.

PHYLLIS
Walter, Lola's been telling you some
of her cockeyed stories. She's been
seeing you.

NEFF
I've been seeing her, if you want to
know. So she won't yell her head off
about what she knows.

PHYLLIS
Yes, she's been putting on an act
for you, crying all over your
shoulder, that lying little --

NEFF
Keep her out of it. All I'm telling
you is we're not going to sue.

PHYLLIS
Because you don't want the money any
more, even if you could get it?
Because she's made you feel like a
heel all of sudden.

NEFF
It isn't the money any more. It's
our necks now. We're pulling out,
understand.

PHYLLIS
Because of what Keyes can do? You're
not fooling me, Walter. It's because
of Lola. What you did to her father.
You can't take it that she might
find out some day.

NEFF
I said, leave her out of it.

PHYLLIS
Walter, it's me I'm talking about. I
don't want to be left out of it.

NEFF
Stop saying that. It's just that it
hasn't worked out the way we wanted.
We can't have the money. We can't go
through with it, that's all.

PHYLLIS
We have gone through with it, Walter.
The tough part is all behind us. We
just have to hold on now and not go
soft inside, and stick together,
close, the way we started out.

Phyllis takes his arm, forgetting where she is. He pulls
away.

NEFF
Watch it, will you. Someone's coming.

One of the market help, pushing a small hand-truck loaded
with packaged goods, comes along the aisle. He stops and
begins to restock a shelf very close to Neff and Phyllis.
They go off slowly in opposite directions. CAMERA PANS with
Neff as he walks toward another shelf, one that stands away
from the wall. Phyllis appears on the opposite side of the
shelf and stops, facing toward him. They now continue their
low-voiced dialogue through the piled-up merchandise.

PHYLLIS
I loved you, Walter. And I hated
him. But I wasn't going to do anything
about it, not until I met you. It
was you had the plan. I only wanted
him dead.

NEFF
Yeah, and I was the one that fixed
him so he was dead. Is that what
you're telling me?

Phyllis takes off her dark glasses for the first time and
looks at him with cold, hard eyes.

PHYLLIS
Yes. And nobody's pulling out. We
went into it together, and we're
coming out at the end together. It's
straight down the line for both of
us, remember.

Phyllis puts the glasses on again and goes.

Over Neff's face, as he looks after her, comes the COMMENTARY.

NEFF'S VOICE
Yeah. I remembered all right. Just
as I remembered what you had told
me, Keyes, about that trolley car
ride and how there was no way to get
off -- until the end of the line.

DISSOLVE TO:

D-11 INT. NEFF'S OFFICE - (NIGHT)

Neff is dictating into the dictaphone.

NEFF
Yeah, I remembered it all right.
Just as I remembered what you had
told me, Keyes, about that trolley
car ride, and how there was no way
to get off until the end of the line,
where the cemetery was. And I got to
thinking what cemeteries are for.
They're to put dead people in, I
guess that was the first time I ever
thought about Phyllis that way. Dead,
I mean, and how things would be if
she was dead. Because the way it was
now she had me by the throat. She
could hang me higher than a kite any
day she felt like it. And there was
nothing I could do, except hold my
breath and watch that day come closer
and closer, and maybe pray a little,
if I still knew how to pray... I saw
Lola three or four times that week.
I guess it sounds crazy, Keyes, after
what I had done, but it was only
with her that I could relax and let
go a little. Then one night we drove
up into the hills above Hollywood
Bowl...

DISSOLVE TO:

D-12 HOLLYWOOD HILLS (NIGHT) (TRANSPARENCY)

Neff and Lola are climbing over a low hill in the foreground.
The sky is starlit and music from the Bowl comes over the
scene from below (Cesar Franck D Minor Symphony). As he helps
her climb up, CAMERA PANS with them and shows the expanse of
the Bowl below, a packed audience, and the orchestra on the
lighted shell.

They sit down on the grass. Neff sits near her, not too close.
It is very dark and they are silhouetted against the shell
lights. Neff puts a cigarette in his mouth and strikes a
match. The flame lights up Lola's face. Neff glances at her.
She is crying. He lights his cigarette and blows out the
match. A pause follows.

NEFF
Why are you crying?

Lola doesn't answer.

NEFF
You won't tell me?

LOLA
(In a choked voice)
Of course I will, Walter. I wouldn't
tell anybody else but you. It's about
Nino.

NEFF
Zachetti? What about him?

LOLA
They killed my father together. He
and Phyllis. He helped her do it. I
know he did.

NEFF
What makes you say that?

LOLA
I've been following him. He's at her
house, night after night. It was
Phyllis and him all the time. Maybe
he was going with me just for a blind.
And the night of the murder --

NEFF
You promised not to talk that way
any more.

LOLA
-- he was supposed to pick me up
after a lecture at U.C.L.A. -- but
he never showed up. He said he was
sick. Sick! He couldn't show up,
because the train was leaving with
my father on it.

She begins to cry again.

LOLA
Maybe I'm just crazy. Maybe it's all
just in my mind.

NEFF
Sure, it's all in your mind.

LOLA
I only wish it was, Walter, because
I still love him.

Over Neff's face, as he listens to the music, comes the
commentary.

DISSOLVE TO:

D-13 LOBBY OF PACIFIC BLDG. (DAY)

NEFF'S VOICE
Zachetti. That's funny. Phyllis and
Zachetti. What was he doing up at
her house? I couldn't figure that
one out I tried to make sense out of
it and got nowhere. But the real
brain-twister came the next day. You
sprang it on me, Keyes, after office
hours, when you caught me down in
the lobby of the building.

About 5:00 P.M. or a little later. A stream of office
employees is coming out of an elevator; a second elevator
reaches the lobby and some more office employees come out,
among them Neff, wearing his hat and carrying his briefcase.

CAMERA PRECEDES HIM as he walks toward the entrance doors.
He is stopped by Keyes' voice, off to one side.

KEYES' VOICE
Oh, Walter, just a minute.

Neff stops and looks towards the cigar counter, as he moves
towards him. Keyes is standing there buying cigars. He is
stuffing them into his pockets.

NEFF
Hello, Keyes.

KEYES
Hang onto your hat, Walter.

NEFF
What for?

KEYES
Nothing much. The Dietrichson case
just busted wide open.

NEFF
How do you mean?

KEYES
The guy showed. That's how.

NEFF
The somebody else?

KEYES
Yeah. The guy that did it with her.

NEFF
No kidding?

KEYES
She's filed suit against us, and
it's okay by me. When we get into
that courtroom I'll tear them apart,
both of them. Come on -- I'll buy
you a martini.

NEFF
No thanks, Keyes.

KEYES
With two olives.

NEFF
I've got to get a shave and a
shoeshine. I've got a date.

KEYES
Margie. I still bet she drinks from
the bottle.

He bites off the end of the cigar and puts the cigar into
his mouth. He starts tapping his pockets for a match, as
usual. Neff strikes a match for him.

NEFF
They give you matches when they sell
you cigars, Keyes. All you have to
do is ask for them.

KEYES
I don't like them. They always explode
in my pockets. So long, Walter.

Keyes goes toward the street and OUT OF SCENE. Neff moves
back into the lobby, CAMERA FOLLOWING HIM. As he reaches the
elevator, he looks back over his shoulder, to make sure Keyes
is gone, then steps into the empty elevator.

NEFF'S VOICE
You sure had me worried, Keyes. I
didn't know if you were playing cat-
and-mouse with me, whether you knew
all along I was the somebody else.
That's what I had to find out, and I
thought I knew where to look...

NEFF
(To elevator operator)
Twelve.

DISSOLVE TO:

D-14 ENTRANCE - OFFICE. 12TH FLOOR RECEPTION ROOM (DAY)

Neff comes out of the elevator. The receptionist is just
tidying up her desk. She has her hat on and is preparing to
leave. Neff passes on through the swinging doors to the
twelfth floor balcony.

NEFF'S VOICE
Upstairs, the last of the people
were just leaving.

D-15 12TH FLOOR BALCONY

Neff enters from the reception room. A couple of belated
employees are leaving for the day. Neff goes toward Keyes'
office, looks around to make sure he is unobserved, enters.

NEFF'S VOICE
I made sure nobody saw me go into
your office.

D-16 KEYES' OFFICE (DAY)

Neff has just come in. He goes over to Keyes' desk and
searches the papers on it. He tries the desk drawers and
finds them locked. His eye falls on the dictaphone on the
stand beside the desk. A record is on it, the needle is about
two-thirds of the way towards the end. He lifts the needle
and sets it back to the beginning of the record, sets the
switch to playback position. He lifts the arm off the bracket
and starts the machine. Keyes' voice is heard coming from
the horn:

KEYES' VOICE
(From Dictaphone)
Memo to Mr. Norton. Confidential.
Dietrichson File. With regard to
your proposal to put Walter Neff
under surveillance, I disagree
absolutely. I have investigated his
movements on the night of the crime,
and he is definitely placed in his
apartment from 7:15 P.M. on. In
addition to this, I have known Neff
intimately for eleven years, and I
personally vouch for him, without
reservation...

Neff stops the machine. He sits down slowly, still holding
the horn. He is deeply moved. After a moment, he presses the
switch again.

KEYES' VOICE
(From Dictaphone)
...Furthermore, no connection
whatsoever has been established
between Walter Neff and Mrs. Phyllis
Dietrichson, whereas I am now able
to report that such a connection has
been established between her and
another man. This man has been
observed to visit the Dietrichson
home on the night of July 9th, 10th,
11th, 12th and 13th. We have succeeded
in identifying him as one Nino
Zachetti, former medical student,
aged twenty-eight, residing at Lilac
Court Apartments 1228 N. La Brea
Avenue. We have checked Zachetti's
movements on the night of the crime
and have found that they cannot be
accounted for. I am preparing a more
detailed report for your consideration
and it is my belief that we already
have sufficient evidence against
Zachetti and Mrs. Dietrichson to
justify police action. I strongly
urge that this whole matter be turned
over to the office of the District
Attorney. Respectfully, Barton Keyes.

Neff sits, staring blankly at the wall. The cylinder goes on
revolving, but no more voice comes -- only the whir of the
needle on the empty record. At last he remembers to replace
the horn. He hangs it back on its hook. The machine stops.
Neff gets up from the chair, walks slowly to the door and
goes out.

D-17 12TH FLOOR, BALCONY

Neff has just come out of Keyes' office. He walks slowly
back towards the reception room entrance, then stands there
looking out through the glass doors. All the employees have
now left. Neff is entirely alone. He moves as if to go out,
then stops rigidly as his face lights up with excitement of
a sudden idea. He turns quickly and walks on to his own office
and enters.

D-18 NEFF'S OFFICE (DAY)

Neff walks across to his desk, lifts the telephone and dials
a number. (During the ensuing telephone conversation, only
what he says is heard. The pauses indicate speeches at the
other end of the line).

NEFF
Phyllis? Walter. I've got to see
you... Tonight... Yes, it has to be
tonight... How's eleven o'clock?
Don't worry about Keyes. He's
satisfied... Leave the door on the
latch and put the lights out. No,
nobody's watching the house... I
told you Keyes is satisfied. It's
just for the neighbors... That's
what I said. Yeah. Eleven o'clock.
Goodbye, baby.

Neff hangs up and stands beside the desk with a grim
expression on his face, takes a handkerchief out and wipes
perspiration from his forehead and the palms of his hands.
The gesture has a symbolic quality, as if he were trying to
wipe away the murder. Over his face comes the commentary.

DISSOLVE TO:

NEFF'S VOICE
I guess I don't have to tell you
what I was going to do at eleven
o'clock, Keyes. For the first time I
saw a way to get clear of the whole
mess I was in, and of Phyllis, too,
all at the same time. Yeah, that's
what I thought. But what I didn't
know was that she was all set for
me. That she had outsmarted me again,
just like she always had...

D-19 HALL STAIRWAY OF DIETRICHSON HOME (NIGHT)

The lights are turned on. Phyllis is coming down the stairs.
She wears white lounging pajamas, and she is carrying
something small and heavy concealed in a scarf in her right
hand. She reaches the front door, opens it slightly, fixes
the catch so that the door can be opened from outside. She
switches off the porch light and the hall light. She moves
towards the living room, where there is still light on.

NEFF'S VOICE
She was all set and waiting for me.
It could have been something in my
voice when I called her up that tipped
her off. And it could have been that
she had the idea already. And an
idea wasn't the only thing she had
waiting for me.

D-20 LIVING ROOM

On the long table behind the davenport, one of the lamps is
lit. The only other light in the room is a standing lamp
beside the desk. A window toward the back is open, and through
it comes the SOUNDS OF MUSIC, probably a neighboring radio.

Phyllis enters and crosses to the table. She puts out the
lamp, then moves over to the desk and puts out the lamp there.
The room is filled with bright moonlight coming in at the
windows.

Phyllis crosses to the chair by the fireplace (the one she
sat in the first time Neff came to the house). She lifts the
loose cushion and puts what was in the scarf behind it. As
she withdraws the scarf, there is a brief glint of something
metallic before she covers the hidden object with the cushion
again.

She turns to the low table in front of the davenport and
takes a cigarette from the box. She takes a match and is
about to strike it when, just then, she hears a car coming
up the hill. She listens, motionless. The car stops. A car
door is slammed.

Calmly, Phyllis strikes the match and lights her cigarette.
She drops the match casually into a tray, goes back to the
chair, sits down and waits, quietly smoking. There are
footsteps outside the house.

Over the chair in which Phyllis is sitting, the hallway is
visible through the arch. The front door opens. Neff comes
in, he is silhouetted against the moonlight as he stands
there. He closes the door again.

PHYLLIS
(In foreground)
In here, Walter.

Neff comes through the arch and walks slowly towards her.

NEFF
Hello, baby. Anybody else in the
house?

PHYLLIS
Nobody. Why?

NEFF
What's that music?

PHYLLIS
A radio up the street.

Neff sits down on the arm of the davenport, close to her.

NEFF
Just like the first time I was here.
We were talking about automobile
insurance. Only you were thinking
about murder. And I was thinking
about that anklet.

PHYLLIS
And what are you thinking about now?

NEFF
I'm all through thinking. This is
goodbye.

PHYLLIS
Goodbye? Where are you going?

NEFF
It's you that's going, baby. Not me.
I'm getting off the trolley car right
at this corner.

PHYLLIS
Suppose you stop being fancy. Let's
have it, whatever it is.

NEFF
I have a friend who's got a funny
theory. He says when two people commit
a murder they're kind of on a trolley
car, and one can't get off without
the other. They're stuck with each
other. They have to go on riding
clear to the end of the line. And
the last stop is the cemetery.

PHYLLIS
Maybe he's got something there.

NEFF
You bet he has, Two people are going
to ride to the end of the line, all
right. Only I'm not going to be one
of them. I've got another guy to
finish my ride for me.

PHYLLIS
So you've got it all arranged, Walter.

NEFF
You arranged it for me. I didn't
have to do a thing.

PHYLLIS
Just who are you talking about?

NEFF
An acquaintance of yours. A Mr.
Zachetti. Come on, baby, I just got
into this because I knew a little
something about insurance, didn't I?
I was just a sucker. I'd have been
brushed-off as soon as you got your
hands on the money.

PHYLLIS
What are you talking about?

NEFF
Save it. I'm telling this. It's been
you and that Zachetti guy all along,
hasn't it?

PHYLLIS
That's not true.

NEFF
It doesn't make any difference whether
it's true or not. The point is Keyes
believes Zachetti is the guy he's
been looking for. He'll have him in
that gas chamber before he knows
what happened to him.

PHYLLIS
And what's happening to me all this
time?

NEFF
Don't be silly. What do you expect
to happen to you? You helped him do
the murder, didn't you? That's what
Keyes thinks. And what's good enough
for Keyes is good enough for me.

PHYLLIS
Maybe it's not good enough for me.
Walter. Maybe I don't go for the
idea. Maybe I'd rather talk.

NEFF
Sometimes people are where they can't
talk. Under six feet of dirt, for
instance. And if it was you, they'd
just charge it up to Zachetti,
wouldn't they. One more item on his
account. Sure they would. That's
just what they're going to do.
Especially since he's coming here,
tonight... Oh, in about fifteen
minutes from now, baby. With the
cops right behind him. It's all taken
care of.

PHYLLIS
And that'd make everything lovely
for you, wouldn't it?

NEFF
Right. And it's got to be done before
that suit of yours comes to trial,
and Lola gets a chance to sound off,
and they trip you up on the stand,
and you start to fold up and drag me
down with you.

PHYLLIS
Listen, Walter. Maybe I had Zachetti
here so they won't get a chance to
trip me up. So we can get that money
and be together.

NEFF
That's cute. Say it again.

PHYLLIS
He came here the first time just to
ask where Lola was. I made him come
back. I was working on him. He's
crazy sort of guy, quick-tempered. I
kept hammering into him that she was
with another man, so he'd get into
one of his jealous rages, and then
I'd tell him where she was. And you
know what he'd have done to her,
don't you, Walter.

NEFF
Yeah, and for once I believe you.
Because it's just rotten enough.

PHYLLIS
We're both rotten, Walter.

NEFF
Only you're just a little more rotten.
You're rotten clear through. You got
me to take care of your husband, and
then you got Zachetti to take care
of Lola, and maybe take care of me
too, and then somebody else would
have come along to take care of
Zachetti for you. That's the way you
operate isn't it, baby.

PHYLLIS
Suppose it is, Walter. Is what you've
cooked up for tonight any better?

Neff gets up from the davenport. He listens to the music for
a moment.

NEFF
I don't like this music anymore.
It's too close. Do you mind if I
shut the window?

Phyllis just stares at him. He goes quietly over to the window
and shuts it and draws the curtain. Phyllis speaks to his
back:

PHYLLIS
(Her voice low and
urgent)
Walter!

Neff turns, something changes in his face. There is the report
of a gun. He stands motionless for a moment, then very slowly
starts towards her. CAMERA IS SHOOTING OVER HIS SHOULDER at
Phyllis as she stands with the gun in her hand. Neff stops
after he has taken a few steps.

NEFF
What's the matter? Why don't you
shoot again? Maybe if I came a little
closer?

Neff takes a few more steps towards her and stops again.

NEFF
How's that. Do you think you can do
it now?

Phyllis is silent. She doesn't shoot. Her expression is
tortured. Neff goes on until he is close to her. Quietly he
takes the gun out of her unresisting hand.

NEFF
Why didn't you shoot, baby?

Phyllis puts her arms around him in complete surrender.

NEFF
Don't tell me it's because you've
been in love with me all this time.

PHYLLIS
No. I never loved you, Walter. Not
you, or anybody else. I'm rotten to
the heart. I used you, just as you
said. That's all you ever meant to
me -- until a minute ago. I didn't
think anything like that could ever
happen to me.

NEFF
I'm sorry, baby. I'm not buying.

PHYLLIS
I'm not asking you to buy. Just hold
me close.

Neff draws her close to him. She reaches up to his face and
kisses him on the lips. As she comes out of the kiss there
is realization in her eyes that this is the final moment.

NEFF
Goodbye, baby.

Out of the shot the gun explodes once, twice. Phyllis quivers
in his arms. Her eyes fill with tears. Her head falls limp
against his shoulder. Slowly he lifts her and carries her to
the davenport. He lays her down on it carefully, almost
tenderly. The moonlight coming in at the French doors shines
on the anklet. He looks at it for the last time and slowly
turns away. As he does so, he puts his hand inside his coat
and it comes out with blood on it. Only then is it apparent
that Phyllis' shot actually did hit him. He looks at the
blood on his fingers with a dazed expression and quickly
goes out of the room, the way he came.

D-21 EXT. DIETRICHSON HOME - (NIGHT)

Neff comes out of the house. He closes the front door with
his right hand. His left arm hangs limp. He takes a few steps
down the walk, then suddenly hears somebody approaching. He
moves behind the palm tree near the walk.

A man comes up the steps towards the front door -- Zachetti.
Just as he reaches the door, Neff calls to him.

NEFF
Hey you. Come here a minute. I said
come here, Zachetti.

Zachetti turns and approaches him slowly.

NEFF
The name is Neff.

ZACHETTI
Yeah? And I still don't like it.
What do you want?

NEFF
Look, kid, I want to give you a
present.

He takes some loose change out of his pocket and holds out a
coin.

NEFF
Here's a nice new nickel.

ZACHETTI
What's the gag?

NEFF
Suppose you go back down the hill to
a drug store and make a phone call.

Neff starts to drop the nickel into Zachetti's handkerchief
pocket. Zachetti knocks his hand away.

ZACHETTI
Keep your nickel and buy yourself an
ice cream cone.

NEFF
The number is Granite 0386. Ask for
Miss Dietrichson. The first name is
Lola.

ZACHETTI
Lola? She isn't worth a nickel. And
if I ever talk to her, it's not going
to be over any telephone.

NEFF
Tough, aren't you? Take the nickel.
Take it and call her. She wants you
to.

ZACHETTI
Yeah? She doesn't want any part of
me.

NEFF
I know who told you that, and it's
not true. She's in love with you.
Always has been. Don't ask me why. I
couldn't even guess.

Zachetti just stares at him. Neff moves again to put the
nickel into Zachetti's pocket. This time Zachetti allows him
to do it.

NEFF
Now beat it. Granite 0386, I told
you.

He motions toward the street below.

NEFF
That way.

Zachetti goes slowly past him. Neff grabs him and pushes him
almost violently down the walk. Zachetti goes out of shot.
The sound of his steps dies away as Neff looks after him.
Then, far off in the distance, the SIREN OF A POLICE CAR is
heard.

Neff moves off through the shrubbery toward the side of the
house where he parked his car.

DISSOLVE TO:

D-22 NEFF'S OFFICE - (NIGHT)

The desk lamp is still lighted. Outside the windows, the
dawn is slowly breaking.

Neff is still clutching the horn of the dictaphone. There
are eight or nine used cylinders on the desk beside him. A
widening stain of blood shows on the left shoulder of his
gray jacket. He is very weak by now, and his voice holds a
note of utter exhaustion.

NEFF
It's almost four-thirty now, Keyes.
It's cold. I wonder if she's still
lying there alone in that house, or
whether they've found her by now. I
wonder a lot of things, but they
don't matter any more, except I want
to ask you to do me a favor. I want
you to be the one to tell Lola, kind
of gently, before it breaks wide
open... Yes, and I'd like you to
look after her and that guy Zachetti,
so he doesn't get pushed around too
much. Because...

Suddenly he stops his dictation with an instinctive feeling
that he is not alone in the room.

As he turns in his chair the CAMERA PULLS BACK slowly. The
office door is wide open. Keyes is standing a few steps inside
it. Behind him, on the balcony outside, stands the night
watchman and the colored janitor, peering curiously into the
room over Keyes' shoulder.

Slowly, and without taking his eyes off Neff's face, Keyes
reaches back and pushes the door shut.

Neff hangs up the dictaphone horn. He looks at Keyes with a
faint, tired grin and speaks very slowly.

NEFF
Hello, Keyes.

Keyes moves towards him a few steps and stands without
answering.

NEFF
Up pretty early, aren't you? I always
wondered what time you got down to
work.

Keyes, staring at him, still does not answer.

NEFF
Or did your little man pull you out
of bed?

KEYES
The janitor did. Seems you leaked a
little blood on the way in here.

NEFF
Wouldn't be surprised.

Neff makes a motion indicating the used cylinders standing
on the desk.

NEFF
I wanted to straighten out that
Dietrichson story for you.

KEYES
So I gather.

NEFF
How long have you been standing there?

KEYES
Long enough.

NEFF
Kind of a crazy story with a crazy
twist to it. One you didn't quite
figure out.

KEYES
You can't figure them all, Walter.

NEFF
That's right. You can't, can you?
And now I suppose I get the big
speech, the one with all the two-
dollar words in it. Let's have it,
Keyes.

KEYES
You're all washed up, Walter.

NEFF
Thanks, Keyes. That was short anyway.

They stare at each other for a long moment, then, with intense
effort Neff gets up on his feet and stands there swaying a
little. His face is covered with sweat. His shoulder is
bleeding. He is on the verge of collapse.

KEYES
Walter, I'm going to call a doctor.

NEFF
(Bitterly)
What for? So they can patch me up?
So they can nurse me along till I'm
back on my feet? So I can walk under
my own power into that gas chamber
up in San Quentin? Is that it, Keyes?

KEYES
Something like that, Walter.

NEFF
Well, I've got a different idea.
Look here. Suppose you went back to
bed and didn't find these cylinders
till tomorrow morning, when the office
opens. From then on you can play it
any way you like. Would you do that
much for me, Keyes?

KEYES
Give me one good reason.

NEFF
I need four hours to get where I'm
going.

KEYES
You're not going anywhere, Walter.

NEFF
You bet I am. I'm going across the
border.

KEYES
You haven't got a chance.

NEFF
Good enough to try for.

KEYES
You'll never make the border.

NEFF
That's what you think. Watch me.

Neff starts to move towards the door, staggering a little,
holding himself upright with great effort.

KEYES
(In a voice of stony
calm)
You'll never even make the elevator.

Neff has reached the door. He twists the knob and drags the
door open. He turns in it to look back at Keyes' implacable
face.

NEFF
So long, Keyes.

Neff goes out, leaving the door wide open. THE CAMERA FOLLOWS
his staggering walk along the BALCONY TOWARDS THE ELEVATOR
LOBBY. The sound of his breathing is so harsh and loud that
for a moment it dominates the scene. Finally he reaches the
swing doors leading into the lobby and starts to push them
open. At this moment he collapses. He clutches the edge of
the door and as it swings around with him he falls to the
floor. He tries to struggle up but cannot rise.

In background comes the sound of a telephone being dialed.

KEYES' VOICE
Hello... Send an ambulance to the
Pacific Building on Olive Street...
Yeah... It's a police job.

There is the sound of the phone being replaced in its cradle.
Then there are footsteps growing louder along the balcony
and Keyes walks slowly into the shot. He kneels down beside
Neff.

KEYES
How you doing, Walter?

Neff manages a faint smile.

NEFF
I'm fine. Only somebody moved the
elevator a couple of miles away.

KEYES
They're on the way.

NEFF
(Slowly and with great
difficulty)
You know why you didn't figure this
one, Keyes? Let me tell you. The guy
you were looking for was too close.
He was right across the desk from
you.

KEYES
Closer than that, Walter.

The eyes of the two men meet in a moment of silence.

NEFF
I love you too.

Neff fumbles for the handkerchief in Keyes' pocket, pulls it
out and clumsily wipes his face with it. The handkerchief
drops from his hand. He gets a loose cigarette out of his
pocket and puts it between his lips. Then with great
difficulty he gets out a match, tries to strike it, but is
too weak. Keyes takes the match out of his hand, strikes it
for him and lights his cigarette.

FADE OUT:

THE END



The following pages are for an alternate ending that director
Billy Wilder actually shot but later decided against.

KEYES
They're on the way.

NEFF
(Slowly and with great
difficulty)
You know why you didn't figure this
one, Keyes? Let me tell you. The guy
you were looking for was too close.
He was right across the desk from
you.

KEYES
Closer than that, Walter.

The eyes of the two men meet in a moment of silence.

NEFF
I love you too.

Neff fumbles for the handkerchief in Keyes' pocket, pulls it
out and clumsily wipes his face with it. Then, clutching the
handkerchief against his shoulder, he speaks to Keyes for
the last time.

NEFF
At the end of that... trolley line...
just as I get off... you be there...
to say goodbye... will you, Keyes?

FADE OUT:

END OF SEQUENCE "D"

SEQUENCE "E"

FADE IN:

E-1 WITNESS ROOM IN DEATH CHAMBER - SAN QUENTIN (DAY)

Showing the witness room and approximately one-half of the
gas chamber. BOOM SHOT towards guard standing BACK TO CAMERA
at entrance door. Except for this guard the room is empty.

Guard opens the door. Two other guards enter, followed by a
group of witnesses and newspaper men, each of whom removes
his hat as he enters the room. They form a group around the
outside of the gas chamber, some looking in through the glass
windows, some standing in the background on low platforms
against the wall.

THE CAMERA SLOWLY BEGINS TO MOVE IN AND DOWN, AND CENTERS ON
Keyes, as he enters the room and stands behind the door. His
face is seen through the bars of the door, which is then
closed, and CAMERA MOVES TO A CLOSEUP. His eyes follow the
action of the closing door, then slowly look towards the gas
chamber.

E-2 THE GAS CHAMBER, EMPTY

On its windows show reflections of the spectators, including
the face of Keyes.

The door to the gas chamber opens in the background, and
beyond that another door opens. Neff comes in between two
guards. He is wearing a white open-necked shirt, blue denim
pants, and walks barefooted on a cocoanut matting. He moves
into the gas chamber, looks through the windows in the
direction of Keyes and nods quickly, recognizing him. The
guards turn him around and seat him in one of the two metal
chairs, with his back to the witnesses. They strap his arms,
legs and body to the chair. The guards go out.

E-3 THE DOOR TO THE GAS CHAMBER

It is open. The three guards come out of the gas chamber
into the ante-chamber, where stand the warden, executioner,
two doctors, the minister and the acid man, and possibly
several guards.

The executioner and one guard close the door. The guard spins
the big wheel which tightens it. The wheel at first turns
very quickly, then, as it tightens, the guard uses
considerable force to seal the chamber tight. The guard steps
out of the shot. The gas chamber is now sealed.

E-4 THE WITNESSES AND KEYES

They are intently watching Neff in the gas chamber.

E-5 THE ANTE-CHAMBER

The warden looks slowly around the room, sees that everyone
is in his proper place and that the stethoscope, which one
doctor holds, is connected with the outlet in the wall of
the gas chamber. Also that the man in charge of the acid is
ready. The warden makes a motion to the acid man. The acid
man releases the mixed acid into a pipe connecting with a
countersunk receptacle under Neff's chair. (This action is
only suggested). The warden looks at the clock, then turns
to the executioner and nods.

E-6 THE EXECUTIONER - MED. SHOT - CAMERA SHOOTING DOWN FROM
HIGH ANGLE TOWARDS EXECUTIONER

He pushes a metal lever. (This immerses the pellets of cyanide
in the acid under the chair.)

E-7 INT. GAS CHAMBER - MED. SHOT

CAMERA IS SHOOTING ABOVE Neff's head (just out of shot),
towards spectators standing outside the gas chamber, Keyes
in the center. Gas floats up into scene between CAMERA and
spectators. Keyes, unable to watch, looks away.

E-8 THE FIRST DOCTOR - CLOSE SHOT

as he listens on stethoscope connected with the gas chamber.
He glances at the clock above his head.

E-9 THE SECOND DOCTOR - CLOSE SHOT

He stands to right of the gas chamber door, taking notes on
a pad. He glances towards First Doctor (out of scene) and
looks through venetian blinds into the gas chamber. The acid
man stands near him.

E-10 THE FIRST DOCTOR

CAMERA SHOOTING FROM HIGH ANGLE TOWARDS HIM as he listens on
stethoscope. The doctor glances at the clock again. He takes
his stethoscope from his ears. He nods to the warden, This
indicates that the man is dead. CAMERA PANS with warden as
he turns to open the door connecting the ante-chamber with
the witness room.

E-11 THE WITNESS ROOM - LONG SHOT FROM HIGH ON BOOM DOWN ON
WITNESSES GROUPED AROUND GAS CHAMBER

The door connecting with the ante-chamber opens. A guard
comes through.

GUARD
That's all, gentlemen, Vacate the
chamber, please.

The guard withdraws and closes the door by which he entered.
The witnesses slowly start to file out. A guard has opened
the outer door. The witnesses put their hats on as they pass
through. A few go close to the windows of the gas chamber to
look in at the dead man before they leave.

All the witnesses have now left, except Keyes, who stands,
shocked and tragic, beyond the door. The guard goes to him
and touches his arm, indicating to him that he must leave.
Keyes glances for the last time towards the gas chamber and
slowly moves to go out.

E-12 CORRIDOR OUTSIDE THE DEATH CHAMBER

CAMERA SHOOTING IN THROUGH THE OPEN DOOR AT KEYES, who is
just turning to leave. Keyes comes slowly out into the dark,
narrow corridor. His hat is on his head now, his overcoat is
pulled around him loosely. He walks like an old man. He takes
eight or ten steps, then mechanically reaches a cigar out of
his vest pocket and puts it in his mouth. His hands, in the
now familiar gesture, begin to pat his pockets for matches.

Suddenly he stops, with a look of horror on his face. He
stands rigid, pressing a hand against his heart. He takes
the cigar out of his mouth and goes slowly on towards the
door, CAMERA PANNING with him. When he has almost reached
the door, the guard stationed there throws it wide, and a
blaze of sunlight comes in from the prison yard outside.

Keyes slowly walks out into the sunshine. stiffly, his head
bent, a forlorn and lonely man.

FADE OUT:

THE END

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