"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