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The Hustler (1961) screenplay

by Sidney Carroll and Robert Rossen
based on the novel by Walter Tevis
 

1	EXT. SMALL TOWN MAIN STREET - AFTERNOON

	An old Packard coupé pulls up to a roadside gas pump. Two men get out and stretch their legs. The older man, Charlie Burns, a balding, desiccated man in his mid-forties, shambles toward the bar across the street. Eddie Felson remains behind to speak to the attendant.

		ATTENDANT
	Yes sir?

 		EDDIE
	I think I got a little grease in this lining
	here.

		ATTENDANT
	Oh yeah. Well, it will take me about thirty
	minutes to check it. You want me to fill her up
	too?

		EDDIE
	Yeah. You better check the oil too.

		ATTENDANT
	Yes sir.

	Eddie leaves the car parked at the gas station and heads for the bar.

				DISSOLVE TO:

2 	INT. ARMSTEAD'S BAR - AFTERNOON

	Armstead's is a typical small town pool hall. It has a bar, a short
	order counter, a skee-ball machine, and pool tables for small, friendly
	games. The few people in Armstead's this day are not playing; they sit
	and read the papers. Charlie and Eddie are at the bar, drinking
	straight bourbon.

 		BARTENDER
	Boys just passing through?

		EDDIE
	Yep.

		BARTENDER
	Pittsburgh?

		EDDIE
	Mm hmm.

		BARTENDER
	Comin' in or goin' out?

		EDDIE
	Goin' in. We got a sales convention. Gotta be
	there tomorrow.

 		BARTENDER
	What do you guys sell?

		CHARLIE
	Druggist supplies. Buster here is gonna get an
	award.
		(Eddie scoffs, as if embarrassed)
	No, he sold seventeen thousand bucks' worth of
	stuff last month. Fastest boy in the territory.

		EDDIE
	Yep. Fastest and the bestest ... Hey, give us
	another round, will ya? One for him, one
	for yourself.

 		BARTENDER
	Thanks. Sure is a hot day for driving. Late
	afternoon is better. You guys have plenty of
	time. Make Pittsburgh in two, maybe three
	hours.

		EDDIE
		(to Charlie)
	Hey, he's right!
		(eyes the unused pool table)
	Whaddya say, Charlie, huh? Play a little pool?
	Wait out the heat?

 		CHARLIE
		(laughs)
	It's gonna cost ya money. It always does.

		EDDIE
	Oh, come on, stop stalling.  Grab yourself a
	cue.

	Charlie rises from his barstool.

 		CHARLIE
		(to the bartender)
	Good thing he can afford it.

	Eddie is already at the table.

		EDDIE
		(to the bartender)
	Keep 'em coming, will ya, friend?  J. T. S.
	Brown.

	Charlie joins Eddie.

				DISSOLVE TO:

3	INT. ARMSTEAD'S BAR - TIME LAPSE

	The game is in mid-progress. It's Eddie's shot. He downs his bourbon,
	weaves a bit, bends over the table, and awkwardly pokes at the white
	cue ball with his stick, missing an easy shot. Several more townspeople
	have come in from the street and are following the play. The bartender
	refills the glasses as soon as they are emptied.

		CHARLIE
	You miss again, you lose again.

		OLD MAN
		(at the bar)
	What's the kid in hock for so far?

		BARTENDER
	About sixty, seventy bucks.

		EDDIE
		(racking the balls, to Charlie)
	Next game, ten bucks.

		OLD MAN
		(to the bartender)
	Nice lookin' boy. Clean-cut. Too bad he can't
	hold his liquor.

				CUT TO:

4	INT. ARMSTEAD'S BAR - TIME LAPSE

 	Two balls lay side by side on the table. Eddie peers at them, trying to
	figure his shot, blinking his eyes to focus better. Some of the
	onlookers seem skeptical. But Eddie pats the corner pocket confidently,
	leans over, and raps out his shot. The ball banks in.

		EDDIE
	I made it, boy! I finally made it! C'mon, pay
	up. Pay up, sucker.

	He pounds his pal Charlie on the shoulder and collapses into a nearby
	chair.

 		CHARLIE
	You ought to take up crap shooting. Talk about
	luck!

 		EDDIE
	Luck! Whaddya mean, luck?

 		CHARLIE
	You know what I mean. You couldn't make that
	shot again in a million years.

 		EDDIE
	I couldn't, huh? Okay. Go ahead. Set 'em up
	the way they were before.

 		CHARLIE
	Why?

 		EDDIE
	Go ahead. Set 'em up the way they were before.
	Bet ya twenty bucks. Make that shot just the
	way I made it before.

 		CHARLIE
	Nobody can make that shot and you know it. Not
 	even a lucky lush.

	Stung, Eddie lies across the table and sets them up himself.

		EDDIE
	How's that?
		(to the bystanders)
	Hm? Is that the way they were before?

 		MAN
	Yeah, that's right.

		EDDIE
		(to Charlie)
	C'mon, put it up.

	They toss their money on the table, and Eddie shoots, but his shot is
	too hard and his ball leaps over the side of the table. The bartender
	cannot contain his staccato laughter.

		EDDIE
	Set 'em up again ... C'mon, set 'em up again.

		CHARLIE
		(putting up his cue)
	You're drunk, boy. I'm not gonna bet ya any
	more.

		EDDIE
	Whaddya mean?

		CHARLIE
	Let's get back on the road. You gotta be at
	that convention in the morning.

		EDDIE
	Up the flagpole with the convention. C'mon,
	Charlie. You're into me now. I got my money on
	the table.

		CHARLIE
	I don't want it.

		BARTENDER
	I'll try you.

	Eddie pauses, smiling.

		EDDIE
	Well... well, now.

		CHARLIE
	Don't be a chump. Don't bet any more money on
	that damn fool shot.

		EDDIE
		(to the bartender)
	Well, now ... I mean, you figure I'm a little
	drunk, and I'm loaded on the hip, and you just
	want in, real friendly, while the money's still
	floating, huh? Okay ... Go ahead. Set 'em up.

	Sheepishly, the bartender replaces the balls in their original
	positions.

		EDDIE
	All right, you want some easy money, huh?
	Here's a hundred and five dollars. That's one
	week's commission. Now you want to take the
	whole thing, and then you get a crack at your
	easy money.

		BYSTANDER
	I'll take a piece of that action.

		ANOTHER
	Me too.

		EDDIE
		(viciously)
	No. I want him.

		BARTENDER
	I'll take it out of the till.

		CHARLIE
		(to Eddie)
	I'll meet you in the car, chump.

	Eddie chalks up his cue, waiting impatiently for the bartender to
	return with the money from the cash register. Then he downs his drink
	and quickly strokes out his shot, the ball banking crisply and directly
	into the corner pocket. There is a cocky leer on his face as he reaches
	for the dollar bills.

				CUT TO:

5	EXT. GAS STATION - AFTERNOON

 	The door of the Packard coupé slams shut. Eddie Felson holds up his
	stuffed billfold for his pal, Charlie Burns, to see. He tosses it on
	the seat beside him and turns on the ignition.

				QUICK FADE

	MAIN TITLE SEQUENCE

6 	INT. AMES POOL HALL - MORNING

	FADE IN

 	Henry, the elderly Negro janitor, draws up the Venetian blinds to let
	the early morning light flood into AMES POOL HALL. Henry is the janitor
	of Ames, the sexton of this immense, shabby cathedral of pool, in which
	the pews are pool tables covered with oilcloth slipcovers and the great
	vault of a room is lit by brass-and-globe chandeliers. Henry ambles
	through Ames righting overturned ashtrays and replacing yesterday's
	abandoned cue sticks. The cashier enters. He looks at his watch, then
	checks his time against that of the clock on the wall.

		CASHIER
	Morning, Henry.

	Henry nods, then steps up on a stool to fix the minute hand of the
	clock. It now stands at ten o'clock.

 				DISSOLVE TO:

7	INT. AMES POOL HALL - DAY

	It is twelve-thirty when Eddie Felson and Charlie Burns first enter
	into Ames. Only one table is in use; the hall is empty. In Eddie's hand
	is his leather cue case. They stand before the swinging doors and look
	around.

		CHARLIE
	It's quiet.

		EDDIE
	Yeah, like a church. Church of the Good Hustler.

		CHARLIE
	Looks more like a morgue to me. Those pool
	tables are the slabs they lay the stiffs on.

 		EDDIE
	I'll be alive when I get out, Charlie.

	They saunter over to the cashier's cage. A sign on the brass bar reads
	NO GAMBLING ALLOWED ...

 		EDDIE
	Any table?

		CASHIER
	Any table.

	Eddie's arrival is noted by Big John and Preacher, a gambler and an
	addict, who hang out at Ames at all hours, waiting for action.

		EDDIE
		(to the cashier)
	No bar?

 		CASHIER
		(with some annoyance)
	No bar, no pinball machines, no bowling alleys.
	Just pool. Nothing else. This is Ames, mister.

	Eddie takes his cue ball from the cashier's cage and heads for a table.
 	As he passes Charlie, he mimics the cashier wickedly:

		EDDIE
	This is Ames, mister.

	The two go to a table. Eddie selects a house cue, then rolls it over
	the table top to test the roll. He seems pleased. He runs his hand over
	the green felt as if he were caressing it.  His last test is to sweep
	the cue ball into the corner pocket.

		EDDIE
	Nice clean pocket drop.

	Eddie takes some balls out of the return box and throws them on the
	table.

		EDDIE
		(chalks his cue)
	How much am I gonna win tonight? Hm?

	Charlie doesn't reply. But Big John and Preacher lean forward in their
	chairs to listen in.

 		EDDIE
	Ten grand. I'm gonna win ten grand in one night.
		(Charlie stares at him)
	... Well, who's gonna beat me? C'mon, Charlie,
	who's gonna beat me?

		CHARLIE
	Okay ... Okay. Nobody can beat you.

		EDDIE
	Ten grand! I mean, what other poolroom is there
	in the country where a guy can walk out with
	ten grand in one night? Jeez, you know, I can
	remember hustling an old man for a dime a game.

	Big John, stubbly cigar between his fingers, drifts over to their table.

		CHARLIE
		(to Eddie, off Big John)
	You got company.

		BIG JOHN
		(approaching Eddie)
	You looking for action?

		EDDIE
	Maybe. You want to play?

		BIG JOHN
	No. Hell, no! You Eddie Felson?

		EDDIE
	Who's he?

		BIG JOHN
	What's your game? What do you shoot?

		EDDIE
	You name it, we shoot it.

		BIG JOHN
	Look, friend, I'm not trying to hustle. I don't
	never hustle people that walk into poolrooms
	with leather satchels. Don't try to hustle me.

		EDDIE
	Okay, I'm Eddie Felson. I shoot straight pool.
	You got any straight pool shooters in this here
	poolroom?

		BIG JOHN
	What kind of straight pool game you like?

		EDDIE
	The expensive kind.

		BIG JOHN
	Come up here to play straight pool with
	Minnesota Fats?

 		EDDIE
	Yeah, that's right.

		BIG JOHN
	Want some free advice?

		CHARLIE
		(interrupts, sourly)
	How much'll it cost?

		BIG JOHN
		(turns to Charlie)
	Who are you -- his manager, his friend, his
	stooge?

		EDDIE
	He's my partner.

		BIG JOHN
		(to Charlie)
	You well-heeled, partner?

		CHARLIE
	We got enough.

		BIG JOHN
	Go home. Take your boy and go home. Fats don't
	need your money, there's no way you can beat
	him. Nobody's beat him in fifteen years. He's
	the best in the country.

		EDDIE
	You got that wrong, mister. I am.

		BIG JOHN
	Okay, I told you what I wanted about Minnesota
	Fats. You just go ahead and play him, friend.

		EDDIE
	Just tell me where I can find him, friend.

		BIG JOHN
	Comes right in this poolroom every night, eight
	o'clock on the nose. Just stay where you are.
	He'll find you.

	As Big John walks off, Eddie smiles at Charlie.

				DISSOLVE TO:

8 	INT. AMES POOL HALL - NIGHT

	Eight sharp.  A departing customer holds the door for an incoming one:
	Minnesota Fats. Heads turn when he makes his punctual appearance.
	Fats' clothes reflect his high station at Ames Pool Hall: a gray felt
	bowler hat, and an expensive, tailored overcoat, with a carnation in
	its lapel and two silk handkerchiefs peeking up from its breast pocket.
	He moves like a sultan through the room, past Big John, whose eyes dip
	significantly, and over to the coat rack, where Henry respectfully
	takes his coat and hat. The buzzard-like eyes of the cashier direct his
	gaze toward Eddie's table. Fats withdraws a cigarette from his gold
	case, then casually strolls toward Eddie's table standing apart and
	quietly observing the sharp, precise movements of his prospective
	opponent. Even though Ames is filled with players, there is little
	noise other than the clicking of pool balls.

		MINNESOTA FATS
	You shoot a good stick.

		EDDIE
	Thank you. Gee, you shoot straight pool,
	mister?

		FATS
	Now and then. You know how it is.

		EDDIE
		(grinning)
	You're, uh, you're Minnesota Fats, aren't you?
	You know, uh, they say Minnesota Fats is the best
	in the country out where I come from.

		FATS
	Is that a fact?

		EDDIE
	Yes sir, boy, they, heh, they say that old
	Fats just shoots the eyes right off them balls.

		FATS
	Where do you come from?

		EDDIE
	California. Oakland.

		FATS
	California? Is your name Felson? Eddie Felson?

		EDDIE
	That's right.

		FATS
	I hear you've been looking for me.

		EDDIE
	Yeah. That's right, too.

		FATS
	Big John! You think this boy is a hustler?

	Fats and Eddie regard each other with amusement, sharing the private
	joke of pool hustlers.

		FATS
	Do you like to gamble, Eddie? Gamble money on
	pool games?

		EDDIE
	Fats, let's you and I shoot a game of straight
	pool.

		FATS
	Hundred dollars?

		EDDIE
	Well, you shoot big-time pool, Fats. I mean,
	that's what everybody says, you shoot big-time
	pool. Let's make it two hundred dollars a game.

		FATS
	Now I know why they call you Fast Eddie. Eddie,
	you talk my kind of talk ...
		(moving to the main table)
	Sausage! Rack 'em up!

	At his command, Ames comes to life. Players drag their chairs across
	the floor and position them around the main table. Eddie, hand to his
	mouth, realizes that the big moment has arrived and beckons to Charlie
	for his leather cue case. The uniformed maids withdraw the cover off
	the green felt top, and Sausage, the racker, begins to bang the balls
	into the wooden racking triangle.

	Fats is in the washroom, scrubbing his hands and nails. Eddie stands
	and screws together his inlaid, ivory-pointed cue as Fats dries his
	hands. He and Fats eye one another.

 		CHARLIE
	How do you feel?

		EDDIE
	Fast and loose, man.

		CHARLIE
	In the gut, I mean.

		EDDIE
	I feel tight -- but good.

	Henry helps Fats on with his coat. Sausage finishes racking. Fats
	carefully extends his palms so that Henry may sprinkle on some talcum
	powder. They are ready to start. Fats, immaculate in jacket and tie,
 	tosses a wad of bills -- his stake money -- onto the table. Charlie
	does the same, counting the bills out one by one.

		FATS
		(off the cash)
	Willie, hang onto that.

	Willie takes the money. Two balls are rolled to the end of the table,
	and Fats and Eddie, like two duelers, prepare to shoot for the break.
	In the silence of the room, they bend over their cues and softly stroke
	out their shots. The balls roll down the table, bank off the far
	shoulder, and slowly return toward the two players. Fats' ball hits
	the closer shoulder.

 		FATS
	You break.

	The balls are returned and Eddie makes his break shot, a glancing blow
	that leaves the pack of balls nearly intact and the white cue ball
	lying far away at the end of the table. Eddie looks up, with a smile.

		EDDIE
	Didn't leave you much.

	Fats walks around the table and peers at the balls.

		FATS
		(after a pause)
	You left enough ... six in the corner.

	Placing his cigarette on the wooden rim of the table, Fats rams the cue
	ball into the pack, dropping the six ball into the pocket. The table is
	now his. Eddie sits down unhappily. Fats plays quickly, moving from
	shot to shot with studied authority, his eyes and hands working
	fluidly together.

		FATS
	Fifteen in the corner ...
		(shot goes in)
	Ace in the side.

	The shot goes in. As Eddie watches, the prancing, elegant Fats
	maneuvers around the table.

		FATS
	Eight.
		(shot goes in)
	Ten ...
		(shot goes in)
	Eleven.

	The shot goes in.

 		EDDIE
		(whispers, to Charlie)
	Boy, he is great! Jeez, that old fat man. Look
	at the way he moves. Like a dancer.

		FATS
	Twelve.  Cross side.

	We see Fats' bejeweled fingers curl around the cue stick, the stick
	then darting out to send a ball caroming off a far bank and into a side
	pocket.

		EDDIE (o.s.)
	And them fingers, them chubby fingers. And that
	stroke. It's like he's, uh, like he's playing a
	violin or something.

		FATS
	Nine ball.
		(shot goes in)
	Three ball.

	Fats keeps sinking shots.

 				DISSOLVE TO:

9 	INT. THE GAME AT AMES - TIME LAPSE

 	It is eleven o'clock. Eddie is up. The crowd at Ames sits stolidly in
	their seats, watching each player, each move.

 		EDDIE
	Four ball.

	The shot goes in and he lines up another.

 		EDDIE
	Cross-corner.

	The shot is a difficult one involving a combination of balls. As it
	rolls in, the crowd breaks into applause, and Fats bangs the butt of
	his cue stick on the floor to show his appreciation.

		SAUSAGE
	Game.

				DISSOLVE TO:

10	INT. THE GAME AT AMES - TIME LAPSE

	A high angle of the table. Fats plays defensively, playing a safety,
	leaving Eddie with little to shoot at.

 		FATS
	Safe.

	So Eddie does the same.

		EDDIE
	Safe.

	Fats peers at the pack of balls huddled together, then points to one
	that lies in the middle of the pack.

 		FATS
	Seven ball in the corner.

	Big John looks around -- the shot seems impossible.  Fats slams the cue
	ball into the pack. The balls carom outward in all directions. Only the
	seven rolls slowly into the corner pocket. Eddie slumps back in his
	seat as the crowd applauds.

				DISSOLVE TO:

11 	INT. THE GAME AT AMES - TIME LAPSE

 	It is twelve o'clock, and Fats dominates the play. As he calls out the
	litany of his shots, we see, superimposed over his hands and his face
	and the sound of socking pool balls, the spectators, stupefied by the
	action; Charlie, swallowing hard; Eddie, looking on, waiting to play;
	and the bills endlessly unfolding out of Charlie's hands and floating
	onto the table.

 				DISSOLVE TO:

12 	INT. THE GAME AT AMES - TIME LAPSE

	One-thirty and Fats is still shooting.

 		FATS
	Ace in the corner.

	The shot rolls in.

 		CHARLIE
		(darkly, to Eddie)
	Quit. He's too good.

		EDDIE
	Charlie, I'm gonna take him.

		FATS (o.s.)
	Your shot.

		EDDIE
	You miss?
		(goes to the table
		 and chalks his cue)
	Well, you don't leave much when you miss, do you,
	fat man?

 		FATS
		(from his seat)
	That's what the game's all about.

 		EDDIE
	Mm hm ... Two ball, side pocket.

	The shot goes in. Fats pounds his stick on the floor. No one else makes
	a noise.

 		FATS
	Very good shot.

		EDDIE
	You know I gotta hunch, fat man. I gotta hunch
	it's me from here on in ... One ball, corner
	pocket.
		(shot goes in)
	I mean, that ever happen to you? When all of a
	sudden you feel like you can't miss? I dreamed
	about this game, fat man. I dreamed about this
	game every night on the road ... five ball ...
		(shot goes in)
	You know, this is my table, man. I own it.

	Fats allows a perfunctory bow of his head, a courtly gesture, to
	Eddie's manager. Charlie looks away, avoiding his eyes.

 				DISSOLVE TO:

13	INT. THE GAME AT AMES - TIME LAPSE

	It is two-thirty. Now it's Eddie's voice we hear calling out the shots.
	He circles the table, a proud, cocky smile on his face, and
	superimposed over his movements we see the spectators, hunched up in
	their chairs, and Fats' face, glowering, hostile.

		SAUSAGE
	Rack.

	The applause grows louder as the balls keep spinning toward the pockets.

 				DISSOLVE TO:

14	INT. THE GAME AT AMES - TIME LAPSE

 		SAUSAGE
	Game!

	Eddie beams with pride and excitement as he accepts the acclamation of
	the sharks at Ames. He slaps down the chalk and returns to his seat. It
	is almost four o'clock.

		EDDIE
	Pay the man again, Fats.

	Fats draws himself slowly out of his chair and hands the money to
	Charlie.

		EDDIE
		(to Charlie)
	Hey, how much are we ahead?

 		CHARLIE
	Approximately? One thousand bucks.

		EDDIE
	Fats, let's you and I shoot a game of pool for
	a thousand dollars a game.

	Fats hesitates for a moment, then reaches in his pocket for some bills.

		FATS
	Preach! Go down and get me some White Tavern
	whisky, a glass, and some ice.

		EDDIE
	Preacher! Go on down and get me some bourbon.
	J. T. S. Brown. No ice, no glass.

 		FATS
	Preach ... get it at Johnny's.
		(to Eddie)
	You got a bet.

	They stand up, remove their jackets, and prepare to play again.

				CUT TO:

15	INT. JOHNNY'S BAR, THE BACK ROOM - NIGHT

	As Preacher opens the door to the back room, clutching a paper bag
	filled with bottles to his chest, we see six men seated around a table,
	playing poker. Preacher approaches one of them and whispers something
	hurriedly in his ear. The man is Bert Gordon. Except for his dark
	glasses, he might pass for a conservative businessman out for an
	evening with the boys, sipping milk instead of alcohol to soothe an
	ulcer. He nods to Preacher who then leaves.  Bert appears thoughtful
	for a moment. He rises.

		BERT GORDON
	Cash me in.

	Bert sips his milk.

				CUT TO:

16 	INT. THE GAME AT AMES - EARLY MORNING

	A floor full of cigarette butts surround Charlie's chair. Charlie
	crushes out another on the floor and immediately reaches for more.

		FATS (o.s.)
	Two in the corner.
		(shot goes in)
	Seven.

	The shot gos in. Eddie drains the last drips from his bottle of
	bourbon, then looks jauntily at Bert, who now sits quietly in a chair,
	watching them both.

		FATS
	Ace in the corner.

	He misses. Eddie squirms out of his seat, eager to play, eager to go on
	winning. Bert sighs.

		EDDIE
	Two ball, side pocket.

	The shot goes in. Fats opens a fresh bottle of whisky.

				DISSOLVE TO:

17	INT. THE GAME AT AMES - TIME LAPSE

	The game goes on. The hands of the clock on the wall spin around toward
	eight in the morning. Ames is empty now, except for the players and the
	employees. Only the voice of Sausage is heard, signaling the end of a
	game.

				DISSOLVE TO:

18 	INT. THE GAME AT AMES - TIME LAPSE

 	As Fats bends over to shoot, Henry draws the Venetian blinds.

 		FATS
	Will you cut that sunshine out?

	Bert holds a hand to his temple, unnerved by Fats' discomposure.

				DISSOLVE TO:

19	INT. THE GAME AT AMES - TIME LAPSE

	There is a break in the action. Fats and Eddie eye each other coldly,
	Fats with his glass in his hand, Eddie with his bottle. Eddie takes a
	swig and returns to the game.

				DISSOLVE TO:

20 	INT. THE GAME AT AMES - TIME LAPSE

	Bert reaches forward to hand Charlie more money. Bert replaces the
	billfold in his coat pocket.

				DISSOLVE TO:

21	INT. THE GAME AT AMES - TIME LAPSE

	Eddie, weary now, his hands resting on the table, looks up at the cool,
	impassive face of Bert Gordon.

		EDDIE
	Hey, mister.

 		BERT
	The name's Gordon. Bert Gordon.

		EDDIE
	Mister. You been sittin' in that spot for
	hours. Would you mind moving? It bothers me.

	Bert rises, moves his chair about six inches, and sits down again.

		EDDIE
	Five ball.

	It sinks.

		SAUSAGE
	That's game.

	Eddie goes over to the water cooler for a drink while Fats doles out
	his losings on the table.

		EDDIE
		(to Charlie)
	How much we got?

		CHARLIE
	Eleven thousand four hundred, cash. Here in my
	pocket.

		EDDIE
	Preacher, go on down and get me some breakfast,
	will ya? Egg sandwich and a cup of coffee. You
	want something, Charlie?

		CHARLIE
	Now wait a minute. You're coming with me. You're
	gonna eat breakfast at the hotel. Pool game
	is over.

		EDDIE
	No, it isn't, Charlie.

		CHARLIE
	Eddie ...

 		EDDIE
	The pool game is over when Fats says it's over.

		CHARLIE
	You wanted ten thousand? You got ten thousand.

		EDDIE
	Ah, get with it, will ya, Charlie?

		CHARLIE
	Get with what?

 		EDDIE
	You can't see it, can you, Charlie? I mean,
	you've never been able to see it. I came after
	him. And I'm gonna get him. I'm goin' with him
	all the way. The pool game is not over until
	Minnesota Fats says it's over. Is it over,
	Fats?

	He stands before Fats and Bert Gordon, waiting for an answer. Fats and
	Bert exchange glances but nothing is said.

	 		EDDIE
		(to Bert)
	I'm gonna beat him, mister. I beat him all
	night and I'm gonna beat him all day.

	Still no reply, no sign of giving in. Eddie starts to go back to his
	chair, suddenly turns, a weary, clowning smile on his face.

 		EDDIE
	I'm the best you ever seen, Fats. I'm the best
	there is. Now even if you beat me, I'm still
	the best.

	Eddie walks over to the water cooler.

		BERT
		(quietly, to Fats)
	Stay with this kid. He's a loser.

		EDDIE
		(turns to Charlie, off Bert)
	What did he say?

	Charlie doesn't know and shakes his head.

				DISSOLVE TO:

22	INT. THE GAME AT AMES - TIME LAPSE - NIGHT

	Eddie's face buried in his lap as Charlie massages his back. Behind
	him, in the washroom, is Fats, washing his face and hands.

		CHARLIE
	Twenty-five hours, Eddie. Twenty-five hours you
	been playin' straight.

		EDDIE
	Give me a drink, will ya?

		CHARLIE
	You don't need a drink.

		EDDIE
	Will you shut up ... Just give me a drink.

	Charlie gets Eddie a bottle.  Bert and Henry watch Eddie coldly.

		CHARLIE
	Eighteen thousand, Eddie. We're ahead eighteen
	thousand.

	A drunken, exhausted Eddie nods, looks up at Bert, grins maliciously,
	and takes a drink. Charlie starts to put away Eddie's cue stick.

 		BERT
	I thought you said this game was over when
	Minnesota Fats said it was.

		CHARLIE
	Now, it's over now.

	Fats emerges from the washroom, dries his hands, looks at Eddie and
	then at Bert who nods.  Henry helps Fats into the jacket with the
	carnation still in the lapel. Eddie grins at this.  So does Bert. Fats
	opens his palms for the sprinkling of the talcum powder. Fats rubs his
	hands together, then takes out his cigarette case.

 		FATS
	Fast Eddie, let's play some pool.

	Bert smiles in appreciation.

		CHARLIE
	Let's go, Eddie.

	Eddie grabs the leather case out of Charlie's hands. Eddie rises and
	confronts Fats almost scornfully.

		EDDIE
	You look beautiful, Fats. Just like a baby ...
	all pink, and powdered up.

	Eddie looks down at his own dirty, disheveled shirt.  He and a smiling
	Bert exchange glances.  Eddie moves to put on his jacket. Charlie
	confronts him.

		CHARLIE
	What are you trying to do, Eddie? You beat him.
	You beat him bad. You wanna kill yourself?

		EDDIE
	What are ya, chicken, Charlie?

		CHARLIE
	Well, maybe that's it. I'm chicken.

		EDDIE
	Go on home. Just leave me the money.

		CHARLIE
	Go to hell.

 		EDDIE
		(enraged)
	Charlie, boy, you better give me that money.
	C'mon now, give it to me. It's mine.

		CHARLIE
	Okay, here ...
		(slaps money into Eddie's hand)
	Be a damn fool.

	Eddie puts a bottle into the pocket of his jacket and returns to the
	table to screw together his cue stick. The sight of Fats makes him
	laugh again.

 		EDDIE
	You know, you really look beautiful, Fats.

	Everyone stares at Eddie as he scratches his head, alone with his
	private joke.  Eddie abruptly tosses his cue case away.

		EDDIE
		(casually)
	I'll break.

	A worried Charlie picks up the case and stands by mutely, watching
	Eddie disintegrate. Eddie leans over to shoot, then turns away,
	laughing loudly to himself. Fats watches him, soberly, patiently.

				DISSOLVE TO:

23	INT. THE GAME AT AMES - TIME LAPSE

	A high angle. Fats is shooting. No one is really watching any more.
	Eddie is asleep on a stool against a wall. Even Bert is dozing.

		FATS
	Nine ball ... fifteen.

	The shots go in.

		SAUSAGE
	That's one twenty-five.

		CHARLIE
	Eddie. Wake up, Eddie ...
		(Eddie awakens slowly)
	We lose again.

	Eddie bangs his head against the wall.  He knocks over a bottle as he
	tries to get up off the stool. The noise startles him.  Charlie watches
	sadly. Eddie gropes through his pockets and comes up with a few
	crumpled bills.

		EDDIE
	Is this all we got left?

		CHARLIE
	If that's all you got, that's all we got left.

	Fats rises and tosses his cue on the table.

		FATS
	Willie, give me the stake money.

	Willie gives him the stake money. Fats confronts Eddie.

		EDDIE
	Fats, I got about two hundred dollars here.

		FATS
	Game's over, Eddie.

		EDDIE
	Fats, look, I got about two hundred dollars
	here. You can't run out on me.

		FATS
	You watch me.

	Fats steps by Eddie and heads for the coat rack, slapping the stake
	money into Bert's hand as he goes by. Bert returns the money to his
	billfold, wordlessly. The blinds are drawn and the light strikes Eddie
	in the eyes, but still he stumbles after Fats, holding his money out
	before him, pleading.

		EDDIE
	Fats, c'mon. C'mon. Hey, Fats?

	He bangs against the corner of the table and falls onto the floor. Fats
	hears him go down and pauses, turning to see Charlie rush to Eddie's
	side. After a moment, Fats continues on toward the door. Charlie slaps
	Eddie's cheeks.

		CHARLIE
	Eddie ... Eddie... Eddie ... Eddie...

	Bert, Sausage, Willie, Preach step around the body on their way out.

					FADE OUT

24	INT. HOTEL ROOM - NIGHT

	FADE IN

 	Eddie is lying on his bed staring at the ceiling, the crashing of pool
	balls sounding in his head. He looks over at Charlie, asleep in the
	next bed. He rolls out of bed and goes to the window. We see a neon
	sign flashing across the street. It reads AMES BILLIARDS. Then Eddie
	returns to his bed, leaves the keys to the Packard and some money on
	the night table next to Charlie. He picks up his valise, his hanging
	bag, and his leather cue case.

		EDDIE
		(softly)
	I'm sorry, Charlie.

	 Eddie goes toward the door.

				DISSOLVE TO:

25	INT. BUS STATION - EARLY MORNING

	As Eddie enters, carrying his bags, a few early morning travelers --
	some soldiers and a man in a Stetson hat -- pass him by. He has been up
	all night. He rubs his grimy face, then heads for the door marked
	"Gentlemen."

				CUT TO:

26 	INT. WASHROOM - EARLY MORNING

	It is a typical bus station washroom at that time of the morning. The
	residue of a full day's traveling is in evidence: crumpled paper
	towels, cigarette butts, etc. Part of the residue is a drunk who sits
	on the shoeshine seat, fast asleep. Eddie looks at him, shaking his
	head. A wizened old attendant sits nearby. A sign on the wall reads IS
	THIS YOUR LUCKY DAY?  Eddie laughs to himself, puts his hanging bag and
	cue case on a chair, then turns to face his image in the mirror.

		EDDIE
		(to the attendant)
	Give me a towel, will ya?

	The attendant, whose every move seems to require a tremendous effort,
	shuffles over and grabs a towel as Eddie removes his jacket.

				DISSOLVE TO:

27	INT. BUS STATION - EARLY MORNING

	Near the row of coin lockers in the waiting room is a small lunch
	counter and several tables. At one table, facing the lockers, is a
	young woman, Sarah: a book is open before her, and a cup of coffee, and
	an ashtray filled with cigarette butts. She looks up for an instant as
	Eddie appears. He now has on a clean shirt and is clean and freshly
	shaven. He locks his bags in a locker. Her eyes return to the printed
	page. Moving toward the counter, Eddie notices Sarah. He goes to the
	lunch counter, still looking at her.  He sniffs some wrapped sandwiches.

		WAITRESS
	Can I get you something?

		EDDIE
	Later.

	Eddie wanders over to a table next to Sarah's and sits down.  She
	ignores him.

		EDDIE
	Long wait for a bus?

		SARAH
		(looks up)
	Yes.

	She returns to her reading. Eddie keeps looking at her. Her hair is
	brown, cut short, practically straight. Her lips are pale and thin, and
	the bone structure of her face, although delicate, is much in evidence.
	There is a suggestion of tired wakefulness, of self-sufficiency, about
	her. And a frank, open regard which has nothing in it to imply
	flirtation -- or the lack of it.

		EDDIE
	How long you been waiting?

		SARAH
		(looking up)
	What?

		EDDIE
	How long have you been waiting?

		SARAH
	Since four.

	Sarah goes back to reading.  The waitress arrives to take Eddie's order.

 		EDDIE
		(to the waitress)
	Just a cup of black coffee, please ...
		(the waitress starts to go)
	Hey, ma'am! Wait a minute!
		(to Sarah)
	Would you, uh, like another cup?

		SARAH
		(shrugs)
	Fine, thanks.

	Eddie holds up two fingers to the waitress, who departs.

 		EDDIE
	What time does the bus leave?

 		SARAH
	What bus?

 		EDDIE
	Yours.

		SARAH
	Eight o'clock.

	Eddie sighs.

		SARAH
	That wouldn't give us much time, would it?

		EDDIE
		(amused)
	Well, you're right. I guess it wouldn't.

	The coffee comes.

		EDDIE
		(making a toast)
	Hello and goodbye ...

	Eddie leans back against the wall and shuts his eyes.

		EDDIE
		(after a long pause)
	Have a nice trip.

		SARAH
	Thanks. I will.

	He slips off to sleep. The waitress brings a check.

 		SARAH
	Give it to me.

	She looks at Eddie anxiously as she digs in her purse for the coins.
	She pays, collects her purse and book, and rises to leave. Eddie
	doesn't stir.

				CUT TO:

28 	INT. BUS STATION LUNCH COUNTER - MORNING

	The public address system bleats over the noise of the crowded
	luncheonette. The waitress leans over and slaps Eddie on the shoulder.
	He wakes up with a cramped neck.

 		EDDIE
	How much do I owe you?

		WAITRESS
	It was paid for ... by the lady.

				DISSOLVE TO:

29	INT. BAR AND GRILL - NOON

	The bar is nearly empty when Eddie comes in.

		EDDIE
		(to the bartender)
	Give me some bourbon. J. T. S. Brown.

		BARTENDER
	You want a chaser?

		EDDIE
	No.

	As he looks around the bar he sees Sarah, alone at a back booth,
	sipping a highball. She seems amused by their encounter. So does he. He
	takes his drink and joins her at the booth.

		EDDIE
	Have a nice trip?

		SARAH
	Fair.

 		EDDIE
	Can I sit down?

		SARAH
	Why not? We already know each other's secrets.

		EDDIE
		(after he sits)
	Thanks for the, uh, for the breakfast.

 		SARAH
	Two ships that pass in the night should always
	buy each other breakfast.

		EDDIE
	Can I buy you another drink?

	Sarah nods.

		EDDIE
		(calls to the bartender)
	Hey, another one for me and another one for
	the lady.

		BARTENDER
	Check!

		EDDIE
	You look different ... More relaxed.

		SARAH
	It's the lights. And the scotch.

		EDDIE
	How come you didn't catch your bus?

		SARAH
	I wasn't waiting for a bus.

		EDDIE
	Then why go to the bus station?

		SARAH
	Same reason you went: at that hour of the
	morning you haven't much choice. Besides, I
	only live three blocks from there. Where do you
	live?

		EDDIE
	Around.

 		SARAH
	I know where you live: in a locker, in a bus
	station. What's it like living in a locker?

		EDDIE
	Cramped.
		(she smiles)
	You always drink like this, so early in the
	morning?

		SARAH
	Do you always ask so many questions?

		EDDIE
	No, not always.

		SARAH
	Sometimes I wake up and I can't sleep, not
	without a drink. The bars don't open until
	eight. Mack over there has faith in me. When
	I'm broke, he trusts me. Don't you trust me,
	Mack?

		BARTENDER
	Check!

		SARAH
	When I'm not broke, I usually have a bottle in
	my room, in which case I sleep very well indeed.

		EDDIE
	You talk kind of funny, but I like it.

		SARAH
	I used to be an actress.

		EDDIE
	Yeah? What do you do now?

		SARAH
	I'm a college girl. Two days a week, Tuesdays
	and Thursdays, I go to college.

		EDDIE
	You don't look like a college girl.

		SARAH
	I'm the emancipated type. Real emancipated.

		EDDIE
	No, I didn't mean that -- whatever that means.
	I mean, you just don't look young enough.

		SARAH
	I'm not.

		EDDIE
	So why go to college?

		SARAH
	I've got nothing else to do on Tuesdays and
	Thursdays.

		EDDIE
	What do you do on the other days?

		SARAH
	I drink.

		EDDIE
		(to the bartender)
	Hey!

		SARAH
	No. No more. I'm getting sleepy.
		(puts a scarf around her head)
	Thank you very much, Mr... ?

 		EDDIE
	Eddie. The name is Eddie.

 		SARAH
		(studies his face)
	The name should be Eddie. What should my name
	be?

 		EDDIE
	I don't know. Whatever you like it to be.

		SARAH
	I like it to be what it is. It's Sarah. That's
	a biblical name. You want to know its meaning?

		EDDIE
	I could always get us a bottle.

		SARAH
		(a little alarmed)
	No.

		EDDIE
	Fifth of scotch?

		SARAH
	What do you want me to do, just step out in the
	alley? Is that it?

 		EDDIE
	No. I'll take you home.

	There is a long pause as she tries to read his face.

		SARAH
	All right.

	Eddie finishes his drink, rises, crosses to the bar, pays the bill, and
 	returns to the booth. As they go out, Sarah stumbles, and he catches
	her by the arm.

		SARAH
	It's all right.
		(smiling)
	I'm not drunk ...
		(serious)
	I'm lame.

	Eddie pauses a moment to register this as she limps off, then follows.

				DISSOLVE TO:

30 	EXT. CITY STREET - MIDDAY

	Eddie goes into the liquor store. Sarah waits outside, stiff and uneasy.
 	Then he comes out with the scotch and they walk off down the street
	together. They walk slowly, with their eyes pointed straight ahead. He
	tries to ignore her halting gait. They pass under the awning of the
	neighborhood's elegant Parisien restaurant.

				DISSOLVE TO:

31	INT. HALLWAY OF APARTMENT HOUSE - MIDDAY

	As she searches through her purse for her keys, he reaches out and puts
	his hand on her shoulder. She closes her eyes, then draws back against
	the door, fearful, like a threatened animal.

 		SARAH
	Why me?

	He takes her head in his hands and kisses her. She responds but, as he
	holds her tighter, she starts to struggle.

		SARAH
	Please ... please ... please.

	She pushes him away and shakes her head.

		SARAH
	You're too hungry.

	They stand there for a long moment: she looks away; he looks down at
	the floor. Then Eddie takes the bag of scotch and places it underneath
	her arm.

		EDDIE
	Take it. It's yours.

	He leaves her there in the hall and walks off.

				DISSOLVE TO:

32 	INT. FLOPHOUSE - AFTERNOON

 	A door opens. A hotel manager shows Eddie into a dingy, barely
	furnished room.

		MANAGER
	You can have this one for a buck and a half a
	night, or seven bucks by the week.

		EDDIE
	By the night.

		MANAGER
	In advance.

	He reaches in his pocket and pulls out some bills.

				DISSOLVE TO:

33	INT. BUS DEPOT - NIGHT

	Eddie removes his bags from the locker. The sight of the lunch counter
	reminds him of Sarah. But the lunchroom is empty; only the janitor is
	there, mopping up. Eddie picks up his bags and goes out.

				DISSOLVE TO:

34	EXT. LIQUOR STORE - NIGHT

	Eddie, on his way back to the hotel, stops at the same liquor store for
	a bottle.

				DISSOLVE TO:

35 	INT. HOTEL ROOM - NIGHT

	He enters his room, puts down his bags and the liquor, and sits on his
	rusted brass bed. From his pocket he pulls out the few crumpled bills
	he has left. He looks at the money, shakes his head disgustedly, and
	closes his eyes.

				CUT TO:

36 	INT. BAR WITH POOL TABLE - NIGHT

	It is a friendly, neighborhood bar for business people and cocktail
	drinkers. Eddie walks casually by the pool table and over to the bar.

		EDDIE
	Bottle of beer.

	He turns on his stool to watch the game.

		EDDIE
	Hey, uh, mister? Hey, okay if I grab a cue?

		PLAYER
	Hey, you're Eddie Felson, aren't you?

		EDDIE
	Who's he?

		PLAYER
	Now, look, fella, I saw you playing at Ames the
	other night.

		EDDIE
	Hey, I'll tell you what -- I'll play you
	jack-up pool -- just keep one hand in my
	pocket.

		PLAYER
		(returning to his game)
	Oh man, you're way out of our league.

	Eddie goes back to his bottle of beer.

				DISSOLVE TO:

37	INT. ANOTHER BAR - NIGHT

	Some bills drop on a ragged, beat-up pool table. Two men, dressed in
	work clothes, stand around looking disgruntled.

		FIRST MAN
	What are you stuck for?

		SECOND MAN
	Three. That's enough for me.

		EDDIE
		(picks up the cash)
	Thanks ... Can I, uh, buy you fellas a drink?

		MEN
	Okay... Okay.

	They go to the bar.

		FIRST MAN
	You know, you shoot good. But you also shoot
	lucky.

		EDDIE
		(nodding his head)
	Yeah. I shoot lucky.

				DISSOLVE TO:

38	INT. BUS DEPOT - EARLY MORNING

	Eddie sits at a table, smoking, waiting. The paper bag with the whisky
	is on the table. Sarah, dressed in a dark suit, limps toward him. He
	mashes out his cigarette in the ashtray. When he looks up, he sees
	Sarah standing nearby. She seems cold and suspicious as she limps
	toward the table. She pauses and looks at him. They stare at one
	another for a long moment. He gets up, puts his arm around her shoulder,
	and walks away with her.  As they walk, she hesitantly puts an arm
	around his waist.

				CUT TO:

39	INT. SARAH'S APARTMENT - MORNING

	A hand reaches up to open the wooden shutters. As they open, we see
	Eddie, in his underclothes, on the bed.  Sarah, in a robe, walks up
	and joins him in bed as they both peer out the window.

		SARAH
	Why did you do that?

		EDDIE
	I wanted to see what kind of a day it is.

		SARAH
	A day like any other. People come, people go.

		EDDIE
	Give me a drag.

	She hands him her cigarette. He starts to put on his wristwatch.

		SARAH
	What time is it?

		EDDIE
	Eleven o'clock ... I'll be back later.

		SARAH
	Why?

		EDDIE
	Come here.

	He kisses her on the cheek.

		SARAH
	Oh, you need a shave. You mustn't go looking
	like that. There's a razor and shaving cream in
	the bathroom. Compliments of the house.

		EDDIE
	What did you say that for, Sarah?

		SARAH
	How did you know my name was Sarah?

		EDDIE
	You told me.

		SARAH
	I lied. When I'm drunk I lie.

		EDDIE
	Okay. So what's your name today?

		SARAH
	Sarah.
		(pause)
	Eddie, look. I've got troubles, and I think
	maybe you've got troubles. Maybe it'd be better
	if we just leave each other alone.

	He kisses her again, this time on the lips.

		EDDIE
	I got my things over at the hotel. I'll bring
	them over later ...
		(shifts position, pulls her close)
	Come here.

		SARAH
		(in his arms)
	I'm not sure ... I don't know.

		EDDIE
	Well, what do you want to know? And why?

	He reaches out and closes the shutters.

				CUT TO:

40 	EXT. CITY STREET - DAY

	Sarah emerges from a neighborhood grocery store loaded down with a
	Cheese Doodles carton full of food. A woman runs out of the store to
	give her a parcel she left behind.

		SARAH
		(warmly)
	Thank you.

		WOMAN
	Prego.

 	She carries the carton across the street to her apartment house,
	quietly saying hello to a couple of neighbors along the way.

				CUT TO:

41 	INT. SARAH'S APARTMENT - DAY

	Sarah's apartment is a typical city studio apartment: one cluttered
	room for sleeping and eating, and a small kitchenette. As Sarah knocks,
	Eddie is perched on the window sill. He goes to open the door. Sarah
	enters.

		EDDIE
	Where you been all day?

		SARAH
	At school. It's Thursday.

		EDDIE
	Oh, I forgot.

	He pulls her schoolbooks out of the carton and takes her purse.

		SARAH
	You were asleep when I left. I didn't want to
	wake you. Did you go out?

		EDDIE
	Yeah, I went out for a couple of hours.

	She unloads liquor and canned goods from the carton, then goes to join
	Eddie by the window. Sarah takes a cigarette lighter out of her purse
	and hands it to Eddie.

		SARAH
		(off the lighter)
	Present ...

	He takes it.

		SARAH
	You know, I've been living here for almost three
	years. Now in three days it seems as if I know
	everybody. When I pass people on the street
	I want to stop and say, "Listen, I got a
	fella."

		EDDIE
		(strokes her hand)
	Thanks.

		SARAH
	Eddie, where do you go when you go out?

 		EDDIE
	Museums ... art galleries ... concerts.

	She smiles, then she gets up and returns to the kitchenette.

		EDDIE
	Well, I believe you when you say you go to
	school.

		SARAH
	You want to go with me?

		EDDIE
	What, are you kidding? See that book?
		(holds up a book)
	I've been trying to get through that book ever
	since I first got here. I haven't finished the
	first chapter.
		(off her bookcase)
	Did you read all them books?

		SARAH
	Mm hmm.

 		EDDIE
	You got it all in your head?

		SARAH
	When I'm sober. They get a little mixed up
	when I'm drunk. Most of the time they're mixed
	up.

		EDDIE
		(angrily)
	Oh, stop talking about yourself like you're a
	lush or something. I don't like it.
		(genuinely concerned)
	Maybe you ought to go to a clinic, get some
	treatments.

		SARAH
	I'm getting treatments right here.

	He comes up behind her and puts his arms around her.

		EDDIE
	I'm hungry.

		SARAH
	Take your choice. I've got enough so we won't
	have to go out of the house till Tuesday.

		EDDIE
	What did all this stuff cost you?

		SARAH
	When you've got money, you'll pay.

		EDDIE
	No, c'mon, I wanna know. I wanna keep score.

		SARAH
	The bills are right here. You didn't say what
	you wanted.

 		EDDIE
		(off the canned goods)
	Don't you ever cook anything?

		SARAH
	Eggs. How do you like them?

		EDDIE
	Raw.

	She cuts her hand opening a can.

		SARAH
	Oh, cut my finger.

		EDDIE
	I've got something in my bag.

		SARAH
	Oh, it's not bad.

	As he rummages through the closet for his bag he pulls out his leather
	cue case.

		SARAH
	Eddie, what's in that case?

		EDDIE
	Haven't you opened it?

		SARAH
	No, why should I? It's yours.

		EDDIE
	It's a machine gun. This guy told me when I
	came to the big city I'd have to have a machine
	gun, so I bought one.
		(bandages her finger)
	Where do you get the money? To pay for all
	this? I mean the liquor, and the groceries, and
	the rent?

		SARAH
	From a rich old man who used to be my lover.

	They kiss. Someone knocks on the door. Sarah goes to open it. We stay
	on Eddie, who examines the lighter in his hand.

		CHARLIE (o.s.)
	Hello, Eddie.

	He enters the room, awkwardly, toying with the rim of his hat.

		EDDIE
	Hello, Charlie ...
		(turns)
	C'mon in ...
		(off Sarah)
	That's my girl.

		CHARLIE
		(to Sarah)
	Hello, Eddie's girl ...
		(to Eddie)
	I looked all over for you.

		EDDIE
	Oh yeah? How'd you find me?

		CHARLIE
	I asked around.

	There is a long silence.

		SARAH
		(to Eddie)
	Do you want me to go?

		EDDIE
	No, stick around.
		(to Charlie)
	Can I get you something? Drink? Coffee?

		CHARLIE
	Oh, I don't want to be no bother to nobody.

		EDDIE
	Oh, don't play it small, Charlie. It don't look
	good on you.

		CHARLIE
	How do you want me to play it? I'm broke.

		EDDIE
	So am I ... Sit down.
		(to Sarah)
	Would you get us a couple of drinks?

	She starts to make the drinks.  Charlie sits.

 		CHARLIE
	You walked out on me like that. No goodbye,
	no nothing. Like a thief in the dark. We were
	partners. We were more than partners.
		(to Sarah)
	He was like a ... like--

 		EDDIE
	A son.

		CHARLIE
	Yeah, yeah, like a son.
		(to Sarah who brings drinks)
	I've known this boy since he was sixteen. The
	first time I saw him, back in Oakland, I said,
	"This is a talented boy. This is a smart boy."

		EDDIE
	Talk to me, Charlie.

		CHARLIE
	I want you to come back on the road with me.

		EDDIE
	Aah! I've got no stomach for that any more.
	I've had that kind of life.

		CHARLIE
	What kind of life have you got here? Scufflin'
	around the small rooms, picking up eight, ten
	bucks a day?

		EDDIE
	I'll connect. I'll get you your money back.

		CHARLIE
	Are you figuring on going back to Ames to play
	Minnesota Fats again? Is that what's on your
	mind?

 		EDDIE
	Never been out of it. I'm gonna beat that fat
	man ... with that curly hair, and those diamond
	rings, and that carnation.

		CHARLIE
		(to Sarah)
	This boy's crazy. They wiped the floor with
	him. They beat his brains out and he wants to
	go back.
		(to Eddie)
	What for? To take another beating?

		EDDIE
	I told you you'd get your money back.

		CHARLIE
		(to Sarah)
	He thinks I care about the money.
		(to Eddie)
	I care about you. Do you care about me, Eddie?
	We're together a long time, night and day. So
	how do you say goodbye?
		(rises)
	You gimme the car and a hundred bucks. You
	think I care about the dough, the car? I care
	about you.
		(to Sarah)
	This boy is the greatest pool hustler you ever
	saw.  A real high-class con man. He can charm
	anybody into anything. Did he ever tell you
	how well we were doing on the road? We had
	everything: we ate good, we slept late, we had
	money to burn. Whisky, dames ...
		(apologetic, to Sarah)
	Excuse me ...
		(to Eddie, off Sarah)
	I'll tell you what -- take her along.

	Eddie leans up against the wall, listening. Sarah watches them both,
	curious, confused.

		CHARLIE
	I'll tell you what else: you don't want to
	start right away, we won't start right away.
	We'll get in the car and drive down to Miami,
	get all this crud out of your system, have a
	few laughs, lie in the sun for a couple of
	weeks.

	Suddenly Eddie becomes tense.

		EDDIE
	With what?

		CHARLIE
	Don't worry about it. I'll raise the money.

		EDDIE
	Oh yeah? Where?

		CHARLIE
	What's the difference where? I'll raise it.
		(to Sarah)
	Is it all right if I have another drink?

	Sarah turns to fix the drink. Eddie signals her to stay where she is.
	He moves forward, confronting Charlie.

		EDDIE
	Did you hold out on me, Charlie? ... How much?

	Charlie doesn't answer, so Eddie snatches hold of his jacket and shoves
	him back into a chair.

		EDDIE
	HOW MUCH?!

		CHARLIE
	My twenty-five per cent. Approximately fifteen
	hundred bucks.

		EDDIE
	Oh, you crumb. With that fifteen hundred I
	coulda beat him. That's all I needed, Charlie.

		CHARLIE
	Aw, Eddie.

		EDDIE
	C'mon, c'mon, just give me the money.

		CHARLIE
	What for? To play Fats again?

		EDDIE
	Yeah, to play Fats again.

		CHARLIE
	You wanna come back on the road with me, okay,
	the money's yours. But if you wanna give it to
	Minnesota Fats ... nothing doing. What do you
	say?

		EDDIE
		(viciously)
	You still don't see it, do you, Charlie? You
	are nothing but a small-time Charlie. You'd
	love to keep me hustling for you, huh? Wouldn't
	ya? I mean, a couple more years with me, scuffling
	around them little towns and those back alleys.
	You might make yourself enough to get a little
	poolroom back in Oakland.  Six tables and a
	handbook on the side. Is that when you say
	goodbye to me, Charlie?

 		CHARLIE
	Is that what you think?

		EDDIE
	Yeah, that's what I think.

		CHARLIE
	All right. That's what I want. Poolroom with
	a little handbook on the side. Getting old.

		EDDIE
	Lay down and die by yourself. Don't take
	me with you.

	Eddie walks off.  A pause.

		CHARLIE
	Just like that?

		EDDIE
	Yeah. Just like that.

	A tear rolls down Sarah's cheek as she hears this. She stands near the
	door, with her back to both of them. Charlie gets up and moves toward
	the door.

		CHARLIE
	Thanks for the drink, Eddie's girl.

	Sarah, her cheek wet, says nothing. Charlie puts on his hat and leaves.
	Eddie empties his glass and slaps it on the shelf next to Sarah.

		EDDIE
	Give me another drink.

	She pours it out, saying nothing.

		EDDIE
	Boy! Everybody, everybody wants a piece of me!

	Sarah hands Eddie his drink without looking him in the eye.

		EDDIE
	Aren't you gonna have one?

	She pours herself a very stiff drink as Eddie moves about restlessly.

		EDDIE
	What did he have to come back here for anyway?

	Sarah drinks her drink.

		EDDIE
	C'mere.

	She keeps drinking.

		EDDIE
	Come here!

	Still drinking, she turns to him.  They embrace and kiss one another
	without putting down their glasses.

				FADE OUT

42 	INT. SARAH'S APARTMENT - NIGHT

	FADE IN

	The room is a mess and Sarah is drunk. She sits on her knees on the
	floor, pecking at the keys of her typewriter with one finger. Her
	bottle and her glass are beside her. A bare-chested Eddie is in the
	kitchen behind her, tossing empty cans and bottles from the sink into a
	garbage bag. He carelessly wipes the sink, then throws down the dishrag
	and goes to the closet, pulling out his leather case.

		SARAH
	You going out?

		EDDIE
	Yeah. For a little while.

	Reaching for the bottle, Sarah abruptly lurches forward over her
	typewriter, and knocks the bottle over.

		SARAH
		(atop the typewriter)
	Ohhhhh ...

	Eddie quickly moves to help her.

		EDDIE
	Hey!

	He helps her up.

		EDDIE
	Okay?

	She doesn't answer. Eddie stares at Sarah as she sways limply on her
	knees, unmindful of her open robe. Eddie picks up the bottle and sets
	it before her. Taking her ashtray, Eddie rises, runs his hand through
	her hair for a moment, and then carries off the ashtray and empties it
	in the garbage bag.

				DISSOLVE TO:

43	INT. SARAH'S APARTMENT - TIME LAPSE

	Sarah, still hopelessly drunk, is sprawled out on her bed, futilely
	attempting to dial a telephone. Eddie, in a clean shirt and pants,
	watches her. He sets the bottle down near the typewriter and notices
	the sheet of paper stuck in the typewriter's carriage. He bends down to
	read it.

		EDDIE
	What are you writing?

		SARAH
		(looks up from the phone)
	Oh, it's a story. A story I'm making up.

	She falls back on the bed.  Eddie pulls the paper out of the carriage
	and reads it.

		SARAH
	Give it to me.

		EDDIE
	What's this supposed to mean?

		SARAH
	Give it back to me.

 		EDDIE
	What's this supposed to mean: "We have a
	contract of depravity. All we have to do is
	pull the blinds down."

	She doesn't answer. He thinks for a moment, then angrily crumples the
	paper in his hands and throws it at her.

 		EDDIE
	Write yourself another story.

	Eddie walks off.

		SARAH
		(with a sardonic laugh)
	Well, what else have we got? We never talk
	about anything. We stay here in this room, and
	we drink, and we make love.
		(sits up in bed)
	We're strangers. What happens when the liquor
	and the money run out, Eddie?

	Eddie gives her a look, then lowers his eyes.

		SARAH
	You told Charlie to lay down and die. Will you
	say that to me too?
		(rises and stumbles over to him)
	What happens, Eddie?

		EDDIE
	You'll find yourself another rich old lover.

		SARAH
	That's right! And I'm sure you'll help me.

	Eddie turns and slaps her on the cheek.

		SARAH
	You waiting for me to cry?
		(stares at him coldly)
	You bum ... You poolroom bum.

	He reaches for his jacket.

				CUT TO:

44	INT. JOHNNY'S BAR - NIGHT

	As Eddie pushes through the glass doors to the front room of Johnny's
	bar. He looks around at the unused pool tables, then goes to the bar.

		EDDIE
	Give me a bottle of beer.

 		BARTENDER
	Right.

	A man in a business suit comes out of the back room and joins him at
	the bar.

		BARTENDER
	How did you make out?

		MAN
	I made a couple of bucks.

		EDDIE
	Poker game?

		MAN
	Yeah.

		EDDIE
	Is it open?

	The man looks to the bartender for his answer.

		EDDIE
		(to the bartender)
	Huh?

		BARTENDER
	It's open ...
		(to the man)
	What'll you have?

		MAN
	Gimme a beer.

	Eddie takes his beer to the back room.

				CUT TO:

45	INT. JOHNNY'S BACK ROOM - NIGHT

	The poker game is in progress. Four men are playing. One of them is
	Bert Gordon. His glass of milk is beside him on the table. He takes
	note of Eddie's presence with a quick dart of his eyes.

		EDDIE
	Okay?

		BERT
	Sit down.

	He takes a seat next to Bert.

		EDDIE
	What's the limit?

		PLAYER
	Half and a dollar.

		EDDIE
	Gimme ten bucks.

		PLAYER
	Ten dollars.

	He takes the chips, then throws out another bill.

		EDDIE
	Make it twenty.

		BERT
		(to Eddie)
	Cut.

		EDDIE
	Deal.

	As the cards are dealt Eddie steals a glance at the man he has come to
	see.

				DISSOLVE TO:

46 	INT. JOHNNY'S FRONT ROOM - TIME LAPSE

	The game is over. Bert is already in the front room. He sits at a table
	with a drink, and watches Eddie pass him by on the way to the bar.

		EDDIE
	Bourbon. J. T. S. Brown.

		BERT
		(to the bartender)
	Two.

	Eddie looks at Bert.

		BERT
		(pleasantly, to Eddie)
	I'm buyin'.

		EDDIE
	Thought you only drank milk.

		BERT
	Only when I work.

		EDDIE
	Yeah? Why?

		BERT
	I like it. It's good for you. Besides, you
	start drinking whisky gambling and it gives you
	an excuse for losing. That's something you
	don't need -- an excuse for losing. How did
	you make out in the poker game?

 		EDDIE
	I lost twenty bucks.

		BERT
	Poker's not your game.

		EDDIE
	What is?

		BERT
	Pool.

 		EDDIE
	You being cute?

		BERT
	I don't think there's a pool player alive
	shoots better pool than I saw you shoot the
	other night at Ames. You got talent.

		EDDIE
	So I got talent. So what beat me?

		BERT
	Character.

 		EDDIE
		(laughs)
	Yeah. Sure, sure.

 		BERT
	You're damned right I'm sure. Everybody's got
	talent. I got talent. You think you can play
	big-money straight pool, or poker, for forty
	straight hours on nothing but talent? You think
	they call Minnesota Fats the best in the
	country just 'cause he's got talent? Nah.
	Minnesota Fats's got more character in one finger
	than you got in your whole skinny body.

		EDDIE
	I got drunk.

		BERT
	He drank as much whisky as you did.

		EDDIE
	Maybe he knows how to drink.

		BERT
	You bet he knows how.
		(sips his drink)
	You think that's a talent too, huh? Knowin' how
	to drink whisky? You think Minnesota Fats was
	born knowin' how to drink?

		EDDIE
	Okay, okay ... What do I do now, lie down on
	the floor and, uh, bow from the ankles? What
	do I do, go home?

		BERT
	That's your problem.

 		EDDIE
	So I stay. Stay until I hustle up enough to play
	Fats again. Maybe by that time I'll develop
	myself some character.

	Amused, Bert gets up and joins Eddie at the bar.

		BERT
	Maybe by that time you'll die of old age. How
	much do you think you'll, uh, need?

		EDDIE
	A thousand.

		BERT
	No, three thousand at least. He'll start you
	off at five hundred a game -- he'll beat the
	pants off you. That's the way he plays when he
	comes up against a man who knows the way the
	game is. He'll beat you flat four or five
	games -- maybe more, depending on how, uh ...
	steady your nerves are. But he might -- he just
	might be a little scared of you, and that could
	change things. But I wouldn't count on it.

		EDDIE
	How do you know? Huh? When nobody knows that
	much?

		BERT
	See that big car parked out by the fireplug on
	the way in? Well, that's mine. I like that car.
	But I get a new one every year because I make
	it my business to know what guys like you and
	Minnesota Fats are gonna do. I made enough off
	of you the other night to pay for it twice over.

		EDDIE
	In that case, you owe me another drink.

	Bert laughs and signals the bartender for another round.

		BERT
	Eddie, is it all right if I get personal?

		EDDIE
	Whaddya been so far?

		BERT
	Eddie, you're a born loser.

 		EDDIE
	What's that supposed to mean?

		BERT
	First time in ten years I ever saw Minnesota
	Fats hooked, really hooked. But you let him
	off.

 		EDDIE
	I told you. I got drunk.

		BERT
	Sure, you got drunk. That's the best excuse in
	the world for losing. No trouble losing when
	you got a good excuse. And winning! That can be
	heavy on your back too. Like a monkey. You
	drop that load too when you got an excuse. All
	you gotta do is learn to feel sorry for
	yourself. It's one of the best indoor sports:
	feeling sorry for yourself -- a sport enjoyed
	by all, especially the born losers.

		EDDIE
		(slaps down his glass and rises)
	Thanks for the drink.

		BERT
	Wait a minute. Maybe I can help you.

		EDDIE
	To do what?

		BERT
	Get the three thousand. Play Minnesota Fats
	again.

		EDDIE
	Why?

		BERT
	Ten reasons. Maybe fifteen. And also there's
	something in it for me.

		EDDIE
	Oh yeah, I figured that. How much?

		BERT
	Seventy-five per cent.

		EDDIE
	For who?

		BERT
	For me.

 		EDDIE
	That's a -- that's a pretty big slice. Who do
	you think you are, General Motors?

		BERT
	How much you think you're worth these days?
	I'm puttin' up the money, I'm puttin' up the
	time. For that I get seventy-five per cent
	return on my money -- if you win.

		EDDIE
	You think I can lose?

		BERT
	I never saw you do anything else.

		EDDIE
	You saw me beat Minnesota Fats for eighteen
	thousand dollars.

		BERT
	Look, you wanna hustle pool, don't you? This
	game isn't like football. Nobody pays you for
	yardage. When you hustle you keep score real
	simple. The end of the game you count up your
	money. That's how you find out who's best.
	That's the only way.

		EDDIE
	Why back me then? Why not back yourself? Go
	find yourself a big fat poker game and get rich
	You know all the angles.

		BERT
	I'm already rich. But I like action. That's
	one thing I think you're good for is action.
	Besides, like I say ... you got talent.

		EDDIE
		(pleased)
	Yeah, you already told me that. You cut that
	slice down to bite-size and maybe we can talk.

		BERT
	No, we don't talk. I don't make bad bets.
	Seventy-five, twenty-five. That's it.

		EDDIE
	Kiss off.

	He starts to go.

		BERT
	Hey, wait.
		(beat)
	What are you gonna do about the money?

		EDDIE
	There are places. I'll scuffle around.

		BERT
	Word's out on you, Eddie. You walk in the
	wrong kind of place and they'll eat you alive.

		EDDIE
	Now, when did you adopt me?

		BERT
		(with a friendly grin)
	I don't know when it was.

	Eddie exits.

				CUT TO:

47 	EXT. WATERFRONT - NIGHT

	Sound of ship's horn. Eddie walks past the piers and warehouses toward
	a small waterfront bar called Arthur's Pool Hall.

				CUT TO:

48 	INT. ARTHUR'S POOL HALL - NIGHT

	The atmosphere at Arthur's is stifling, oppressive. A few lonely
	drinkers, dock workers, sit stooped over their beer bottles at the bar.
	In the back is a pool table. As Eddie enters, we see two burly men, cue
	sticks in hand, watching as a pale, skinny young man lines up his shot.

		EDDIE
		(to young man)
	Hi.

		YOUNG MAN
	Hi.

	They exchange glances, sizing each other up. Then the young man puts in
	his shot.

		PLAYER
		(throwing money on the table)
	You lucky punk. I quit ya.

		YOUNG MAN
		(to Eddie)
	You want in, friend?

		EDDIE
	How much you playin' for?

		YOUNG MAN
	A dollar on the five, two on the nine.

		EDDIE
	Yeah, I'll play you a couple. Just for kicks.

		YOUNG MAN
	Okay, friend.

	Eddie goes over to the rack and takes a cue.

				DISSOLVE TO:

49 	INT. ARTHUR'S POOL HALL - TIME LAPSE

	One of the other players is putting away his cue.

		PLAYER
	That's it for me.

		ANOTHER PLAYER
	Well, I guess that does it for me too.

		YOUNG MAN
		(brashly, to Eddie)
	You quittin' too?

		EDDIE
	You're a pretty good player.

		YOUNG MAN
	How much are you ahead?

		EDDIE
	Couple of bucks.

		YOUNG MAN
	I guess it's just you and me, huh?

		EDDIE
	Yeah, I guess it is, boy. Just you and me.

		YOUNG MAN
	You wanna raise the bet? Two on the five, five
	on the nine?

		EDDIE
	You know what, kid? I think maybe you're a
	hustler.

		YOUNG MAN
	Try me.

		EDDIE
	Shoot.

 		YOUNG MAN
	Okay.

	The young man makes his break shot, slamming the nine into the pocket.
	He looks up at Eddie, grinning snidely. The other two men, the losers,
	stand around, mutely following the play.

		YOUNG MAN
	You sure you don't want to quit, friend?

		EDDIE
		(suddenly irked)
	Let's cut out the small stuff, huh? Hundred
	dollar freeze-out. Ten games, ten bucks a
	game, winner take all. And then we'll see who
	quits.

		YOUNG MAN
	Okay, friend. You're on.

		EDDIE
		(pulls out a coin)
	Call it.

		YOUNG MAN
	Heads.

	Eddie tosses the coin on the table.

		YOUNG MAN
	You win.

	Eddie collects his coin while the young man racks up the balls.
	Preparing to break, Eddie chalks his cue.

 		YOUNG MAN
	You better not miss, friend.

 		EDDIE
		(savagely)
	I don't rattle, kid. But just for that I'm
	gonna beat you flat.

	He rams the cue ball into the pack. The nine drops in. Everyone is
	stunned, particularly the young man.

		EDDIE
	That's one.

				DISSOLVE TO:

50 	INT. THE GAME AT ARTHUR'S - TIME LAPSE

	Eddie has lost control of himself. He is shooting as he did at Ames,
	rapping in his shots with perfect control. He is completely oblivious
	to the glowering faces of the group of men who have gathered around the
	table to watch.

		EDDIE
	That's five.

	Eddie makes a tough shot.  The men exchange uneasy glances.

		EDDIE
	That's six.

	More tough shots: tricky combinations, etc.

				CUT TO:

51 	INT. THE GAME AT ARTHUR'S - TIME LAPSE

	Eddie finishes up with yet another combination shot.

 		EDDIE
	That's ten. You punk, you two-bit punk. C'mon,
	pay up. A hundred bucks.

	The young man digs nervously into his jacket for the money. All eyes
	are on Eddie. The young man sets down his cue.

		EDDIE
	You quittin', friend?

		YOUNG MAN
	Yeah, I'm quittin'.

	Sensing what is about to happen, the young man pays up. He drops the
	cash on the table and leaves quickly. Then one of the other men steps
	forward, a thick-fleshed, obscene-looking man named Turk. His mouth
	twists into a mock smile. As Eddie looks about him at the circle of
	silent men, each one glaring at him, his fury gives way to fear.

		TURK
	Why, you're a pool shark, boy. A real pool
	shark.

 		EDDIE
	Well, so's he.

		TURK
	But you're better than he was. Much better.
		(points to bills on the table)
	There's your money, boy.

	Eddie wipes his mouth with his sleeve and nervously backs away.

		TURK
	There's your money, boy.

	Eddie tries to back off but there is nowhere to go, so he makes a
	casual movement toward the table.

 		EDDIE
	Okay.

	Suddenly, the men grab Eddie and pin his arms. One man grabs him around
	the throat.

		TURK
		(sardonically, to the men)
	Wait a minute! Let's give this boy his money.
		(to Eddie)
	We always pay what we lose, boy.

	Turk takes the bills from the table and stuffs them into Eddie's breast
	pocket.

		TURK
		(to Eddie)
	We got no use for pool sharks around here.

	They drag Eddie into the men's room and shove him up against the
	ground-glass partition. We see his cheek pressed against the glass, and
	the foggy silhouettes of the others behind him. Eddie, his mouth open,
	screams horribly. There is a pause. He screams again. They let go of
	his arms and he slumps to the floor. The bartender turns and goes back
	to the bar in the front room. The ship's horn is heard again.

				CUT TO:

52 	INT. SARAH'S APARTMENT - NIGHT

	Sarah sits alone in the darkened room, dressed in her robe and slip,
	lost in a drunken half-sleep. There is a knock at the door.

		SARAH
	Who is it?

 		EDDIE
	Me. It's Eddie.

	She goes to the door and opens it. Her eyes are puffy, her face is
	covered with perspiration. She opens the door, then looks up to see him
	leaning against the wall, his arms tucked into his chest, with one hand
	covering the other.

		SARAH
	What happened?

		EDDIE
	I got beat up. They ...
		(beat)
	They broke my thumbs.

	Sarah is stunned and moves to him.

		SARAH
	Oh, God!

	She takes him in her arms. He starts to cry.

		EDDIE
	Oh, they broke my thumbs. Broke my thumbs.

	She holds him.

				DISSOLVE TO:

53 	INT. SARAH'S APARTMENT - NIGHT

	Sarah watches as Eddie, both hands now encased in plaster casts, tries
	to sleep. He tries to move his arms, as if trying to defend himself.
	Sarah rises, joins him, and strokes his head.

		SARAH
	It's all right. I'm here.

				DISSOLVE TO:

54 	INT. SARAH'S APARTMENT - MORNING

 	They are seated at the breakfast table. Sarah pours him some coffee and
	he tries to bring the cup to his lips, but he cannot manage it.
	Disgusted, he drops the cup on the floor and gets up from the table.
	Sarah bends down and patiently wipes up the spilled coffee.

				DISSOLVE TO:

55 	INT. SARAH'S APARTMENT - NIGHT

	The apartment is now clean and neat. And Sarah is sober. She is at her
	table, typing, while Eddie stands at the window, trying to reach over
	his shoulder to scratch his back. He comes over to the table and, with
	his mouth, picks a cigarette out of the pack. He looks quickly at her,
	without asking directly for the match. She lights it and, as she does,
	he glances at the sheet in the typewriter.

		SARAH
	You can read it, if you want to.
		(Eddie shrugs)
	You want to go out for a while? To a movie?

 		EDDIE
		(pacing restlessly)
	You wanna drink?

 		SARAH
	No.  You?

 		EDDIE
		(suddenly opening the door)
	What's it so hot in here for?

	He starts to unbutton his shirt and Sarah immediately gets up to help.
	But he holds her off.

 		EDDIE
	Please!

	She watches him struggle with the button for a while then spread his
	arms in a gesture of helplessness. As she unbuttons his shirt for him,
	he takes her face in his hands and kisses her.

				DISSOLVE TO:

56 	EXT. SARAH'S APARTMENT HOUSE - MORNING

	Sarah and Eddie emerges from the doorway. It is a warm, beautiful day,
	and Sarah has a basket with her. Eddie seems happy to be out with her,
	almost as if he has forgotten the casts on his hands.

				DISSOLVE TO:

57 	EXT. RIVERSIDE PARK - DAY

	They stop at a spot that overlooks the river and spread out a blanket.

				CUT TO:

58 	EXT. PARK - DAY

	Eddie leans back on the grass and looks at Sarah. They both seem easy
	and relaxed in the sunshine together.

		EDDIE
	Sarah, do you think I'm a loser?

		SARAH
	A loser?

 		EDDIE
	Yeah. I met this guy -- Gordon, Bert Gordon. He
	said I was. Born loser.

 		SARAH
	Would he know?

		EDDIE
	He knows. A lot.

 		SARAH
	Why did he tell you?

		EDDIE
	I don't know. I'm not sure. He said there are
	people who want to lose, who are always looking
	for an excuse to lose.

		SARAH
	What does he do, this Bert Gordon?

		EDDIE
	He's a gambler.

		SARAH
	Is he a winner?

		EDDIE
	Well, he owns things.

		SARAH
	Is that what makes a winner?

 		EDDIE
	Well, what else does?

 		SARAH
	Does it bother you? What he said?

 		EDDIE
	Yeah.
		(after a pause)
	Yeah. It bothers me a lot.
		(pause)
	'Cause, you see, twice, Sarah -- once at Ames
	with Minnesota Fats and then again at
	Arthur's ...
		(sits up)
	... in that cheap, crummy poolroom ... Now,
	why'd I do it, Sarah? Why'd I do it? I coulda
	beat that guy, I coulda beat him cold. He
	never woulda known. But I just had to show 'em,
	I just had to show those creeps and those punks
	what the game is like when it's great, when
	it's really great. You know, like anything can
	be great -- anything can be great ... I don't
	care, bricklaying can be great. If a guy
	knows. If he knows what he's doing and why, and
	if he can make it come off. I mean, when I'm
	goin' -- when I'm really goin' -- I feel
	like...
		(beat)
	... like a jockey must feel. He's sittin'
	on his horse, he's got all that speed and that
	power underneath him, he's comin' into the
	stretch, the pressure's on him -- and he
	knows -- just feels -- when to let it go, and
	how much. 'Cause he's got everything workin'
	for him -- timing, touch. It's a great feeling,
	boy, it's a real great feeling when you're
	right, and you know you're right. It's like all
	of a sudden I got oil in my arm. Pool cue's
	part of me. You know, it's a -- pool cue's got
	nerves in it. It's a piece of wood -- it's got
	nerves in it. You feel the roll of those balls.
	You don't have to look. You just know. Ya make
	shots that nobody's ever made before. And you
	play that game the way nobody's ever played it
	before.

		SARAH
	You're not a loser, Eddie. You're a winner.
	Some men never get to feel that way about
	anything. I love you, Eddie.

	Eddie lowers his eyes and leans back.

		EDDIE
	You know, someday, Sarah, you're gonna settle
	down. You're gonna marry a college professor,
	and you're gonna write a great book. Maybe
	about me, huh? Fast Eddie Felson, hustler.

		SARAH
		(after a pause)
	I love you.

		EDDIE
	You need the words?

		SARAH
	Yes, I need them very much. And if you ever say
	them I'll never let you take them back.

	Eddie just stares at her.

				DISSOLVE TO:

59 	INT. SARAH'S APARTMENT - DAY

	Eddie is about to knock on the door to Sarah's apartment. He stops for
	a moment to look at his hands. The casts are off. He knocks on the door
	with his wrist, as he would if he still had them on. When she opens the
	door he holds them up boyishly before her face.

		EDDIE
	You glad?

		SARAH
	Yes, I'm glad.

	She kisses his hands.

				CUT TO:

60 	INT. JOHNNY'S PLACE - DAY

	Eddie flexes his fingers, then tries out a shot on one of Johnny's pool
	tables. He uses the simpler, open hand bridge to support his cue. Bert
	Gordon enters, and watches him play.

		BERT
	Hello, Eddie.

		EDDIE
	Hi.  How's business?

		BERT
	Ahh, slow ... Why the open hand bridge?
	Something wrong with your hand?

		EDDIE
		(continues to shoot)
	Yeah. Had a little accident. A place called
	Arthur's.

		BERT
	Oh. You seem to do all right that way.

		EDDIE
	I'd say my game is about twenty per cent off.
	Maybe more.

		BERT
	What happened? Somebody step on your hands?

		EDDIE
	Yeah. Big creep. Broke my thumbs.

		BERT
	Man named Turk Baker?

		EDDIE
	You know everybody, don't you?

		BERT
	Everybody who can hurt me, everybody who can
	help me. It pays.

		EDDIE
	Maybe you oughta give me lessons.

		BERT
	Sign up.

 		EDDIE
	Where do I sign?

		BERT
	The first match I got in mind for you is in
	Louisville, Kentucky.

		EDDIE
	You name the place, boss. I'll be there.

		BERT
	What happened to you anyway?

		EDDIE
	Like I told ya. My thumbs.

		BERT
	No, I don't mean the thumbs. You already told
	me about the thumbs.

		EDDIE
	I been thinking.

		BERT
	Thinking about what?

		EDDIE
	Maybe I'm not such a high-class piece of
	property right now. And a twenty-five per cent
	slice of something big is better than a hundred
	per cent slice of nothin'.

		BERT
		(to the bartender)
	Hey, get us a couple of drinks here, will ya?
	J. T. S. Brown.

	Bert smiles at Eddie.

				DISSOLVE TO:

61 	INT. RESTAURANT - NIGHT

	It is a quiet, elegant restaurant, one with soft piano music and
	subdued lighting. Eddie and Sarah had walked past it the first day they
	met. Eddie and Sarah enter. She has on new dress and Eddie, looking a
	little ill at ease, has on a suit and tie.

		HEADWAITER
	Good evening, sir.

		EDDIE
	Good evening.
		(digs into pocket and
		 hands him a bill)
	Give use a nice, quiet table.

		HEADWAITER
	Yes, sir. Right this way.

	The headwaiter seats them at a table. Eddie and Sarah exchange smiles.
	A waiter approaches.

		WAITER
	Would you like a drink before dinner, sir?

 		EDDIE
		(to Sarah)
	Hey?

		SARAH
	Sherry.
		(to the waiter)
	Very old, very dry.

		EDDIE
		(to the waiter)
	Two.
		(the waiter leaves)
	Sherry? ... Nice joint. You look very pretty.

		SARAH
	I feel pretty.

	Suddenly she breaks into laughter.

		EDDIE
	Well, what's so funny?

		SARAH
	Your tie. I never saw you wear one before.

		EDDIE
		(touches the knot self-consciously)
	First time for everything.

	The waiter returns with the bottle of sherry and holds it out to Eddie
	for his approval. There is a long pause as Eddie looks from the bottle
	to the waiter. Finally, Eddie realizes he must respond.

		EDDIE
	Oh. Yeah. That's great.

	The waiter pours out the sherry as Eddie and Sarah stare at each other
	over their glasses. Then Eddie looks away. Sarah proposes a toast.

		SARAH
	To you, Eddie.

	They touch glasses.

				DISSOLVE TO:

62 	INT. RESTAURANT - TIME LAPSE

	The waiter brings the check.

		WAITER
	Thank you, sir.

	Eddie nods and drinks down the last of his brandy as the waiter leaves.
	Sarah sees that Eddie seems somber, preoccupied.

		SARAH
	What is it, Eddie?

		EDDIE
	Nothin'.
		(looks at the check)
	Want another drink?

 		SARAH
	What do you want to tell me?

		EDDIE
	Well, I, uh, I'll be leaving town for a little
	while.

		SARAH
		(stunned)
	For how long?

		EDDIE
	Oh, I don't know.

		SARAH
	A week? A year?

		EDDIE
	More like a week. Look, I'll be back.

		SARAH
	Sure. Let's go home.

	She picks up her purse and gloves and leaves.

				CUT TO:

63 	EXT. RESTAURANT - NIGHT

	It is raining heavily. Sarah emerges from the building and leans
	wearily against the awning. Eddie, having hurriedly paid the bill,
	follows after her. He catches up with Sarah, taking her by the
	arm, and stepping out into the street to hail a cab.

		EDDIE
	Taxi.

	She angrily breaks away from him and walks out into the rain.

		SARAH
	No, I want to walk.

		EDDIE
		(running after her)
	Come here. Come on, now.

	Eddie grabs Sarah and starts to pull her back under the awning.

				DISSOLVE TO:

64 	INT. SARAH'S APARTMENT - NIGHT

	The door opens and the two of them enter, thoroughly drenched.

 		EDDIE
	You better get some dry things on.

	She walks to a chair, limping noticeably.

		EDDIE
	Don't you want to know where I'm going?

		SARAH
	No.
		(collapses into a chair)
	Yes, I want to know what for. But I don't want
	to ask.

 		EDDIE
		(sits)
	I'm going to Kentucky. To Louisville. With a
	friend. Try to make some money. I need it, the
	money. I'll be leaving early in the morning.

		SARAH
	Leave now.

 		EDDIE
	Oh, grow up.

 		SARAH
	Why should I?

 		EDDIE
	Sarah, I'm going to Kentucky to play pool, with
	a guy by the name of Findley. Now, I need the
	action and I need the money. I told you I'd be
	back.

		SARAH
	If you were going to come back you wouldn't
	have taken me out tonight. You wouldn't have
	bought this dress. You're hustling me, Eddie.
	You've never stopped hustling me.

		EDDIE
	Now, I never hustled you. Even when I thought I
	was. You know it.

		SARAH
	What do you want me to do? Just sit here and
	wait? Faithful little Sarah. Pull the shades
	down and sit. When you feel like coming back,
	you'll come back. And you'll love me. And then
	you'll go away again. Is that your idea of
	love?

		EDDIE
	I got no idea of love. And neither have you. I
	mean, neither one of us would know what it was
	if we saw it coming down the street.

		SARAH
	I'd know it, Eddie. I'd know. For God's sakes,
	what are you trying to do to me? I love you.

 		EDDIE
	Well, what's your idea of love? Chains?

 		SARAH
	No.
		(long pause)
	I made you up, didn't I, Eddie? You weren't
	real. I made you up, like everything else.
	There was no car crash, Eddie. When I was five,
	I had polio. I was never an actress. The rich
	old man is my father. He walked out on us when
	I was seven. He sends me a check every month.
	That's how he buys his way out of my life. The
	men I've known ... after they left, I'd say
	they weren't real, I made them up. But you,
	Eddie. I wanted you to be real.

	He reaches across and pulls her to him, burying his face in her head.

 		SARAH
	I'm so scared, Eddie ... I'm scared.

				CUT TO:

65 	EXT. STREET - MORNING

	Bert Gordon leans on the hood of a cab. His face drops when he sees
	Eddie and Sarah walking toward him. Eddie cares two suitcases and his
	leather cue case. He sets the suitcases on the curb and the cab driver
	moves to take them. Courteously, Bert opens the door of the taxi for
	Eddie and Sarah.

		EDDIE
	Sarah Packard ... Bert Gordon.

		BERT
	Miss Packard. How do you do?

	Sarah eyes Bert distrustfully and starts to get in the cab.

				DISSOLVE TO:

66	INT. TRAIN COMPARTMENT - DAY

	 Eddie, Sarah, and Bert squeeze through the door of the train
	compartment.

		BERT
		(to a redcap, off luggage)
	That brown one's mine. It goes in drawing room
	A, huh?  Thanks.

	The redcap exits, carrying the luggage.

		EDDIE
		(to redcap, off compartment door)
	I got it, I got it.

	Eddie shuts the door. Bert and Sarah sit across from each other.

		BERT
	You sure you going to be comfortable enough
	there, Miss ... ah ... ?

		SARAH
		(loudly)
	Packard. Sarah Packard.

		BERT
	It always takes me a little while to get a name
	fixed in my mind. Are you sure you don't want
	anything?

		SARAH
	No, I'm fine.

		BERT
	You, uh, you ever been to Louisville during
	Derby week, Miss, ah, Packard?

		SARAH
	I've never been to Louisville.

		BERT
	Lots of action. Lots of money.
		(to Eddie, seated beside him)
	Lots of class. You'll see some of the
	best-dressed and most beautiful women in the
	world at the races. Knock your eye out.

				DISSOLVE TO:

67 	INT. TRAIN DINING ROOM - MORNING

	The Kentucky-bound train rolls down the track. Bert and Eddie finish
	their breakfast coffee in the dining room. Sarah is in the washroom.

 		BERT
	James Findley is a very rich man. Grandfather
	left him twenty per cent of a tobacco company.

 		EDDIE
	What? And he -- he hustles pool?

		BERT
		(chuckles)
	He's a gentleman. Gentleman gambler. He gets
	his kicks playing with hustlers. He's got an
	old Southern mansion with a pool table in the
	basement, drinks eight-year-old bourbon, smokes
	cork-tipped cigarettes.

		EDDIE
	How good is he?

 		BERT
	I don't know. Never saw him play. They say
	he's one of the best.

	Sarah makes her way down the aisle and joins them at the table.

 		SARAH
		(brightly)
	I'm ready.

		BERT
	Soon as I finish my coffee.

	She stands there, lips pursed, absorbing the insult.

 		EDDIE
		(to Bert)
	You must have a lot of confidence in me.

 		BERT
	I don't. But I got confidence in Findley.

		EDDIE
	What's that supposed to mean?

		BERT
	Means I got confidence that he's a loser. All
	the way a loser. You happen to be about only
	one-half loser -- the other half, winner.
		(off his coffee)
	I'm finished.

	Bert gets up and reaches in his pocket for his billfold.

		EDDIE
	Here, I got it.

		BERT
	No, no. When you play for me, I pick up all the
	tabs.

	Eddie and Sarah just stare at him.

				DISSOLVE TO:

68 	INT. TRAIN CLUB CAR - NIGHT

	They are at a table, sipping drinks. Bert shuffles a deck of cards as
	he talks. Eddie, like a schoolboy, listens intently. Sarah sits apart,
	watching them both.

		BERT
	Fats knew the game was in the clutch, knew
	he had to do something to stop ya.  He played
	it smart.

 		EDDIE
	I played that game, Bert. In my head I played
	it a thousand times.

		BERT
	Play it again. Learn something.
		(laughs, to Sarah)
 	Fats went in the john, see? Washed his face,
	cleaned his fingernails, made his mind a blank,
	combed his hair, came back all ready to go.
		(to Eddie)
	You were through. You saw him, you saw how he
	looked. Clean, all set to start all over again.
	Hold tight and push hard. You know what you
	were doing? You were waitin' to get beat.
	Flattened out on your butt, swimmin' around in
	glory. And whisky. Probably deciding how you
	could lose.

		SARAH
	What makes you know so much? How do you know
	what Eddie was thinking?

		BERT
	I know. Been there myself. We've all been there,
	haven't we, Miss Packard?

	Eddie glances at Sarah who stares mutely at Bert.

		BERT
		(takes a cigarette)
	Got a match, Eddie?

	Eddie reaches across to light Bert's cigarette with the lighter Sarah
	gave him. Bert's own lighter is on the table, before him. Sarah sees
	it, picks it up, and sparks it into flame.

		SARAH
	Doesn't your lighter work, Mr. Gordon?

 		BERT
		(smiling politely)
	Oh, I forgot all about it.
		(to Eddie, who still holds the flame)
	How's the hands?

 		EDDIE
	Fine.

 		BERT
	Good. I'd hate to think I was putting my
	money on a cripple.

		EDDIE
		(angrily)
	Hey, whaddya say something like that for?

		SARAH
	It's all right, Eddie. I'm sure Mr. Gordon
	meant no offense. It was a figure of speech.

		BERT
	That's right, Miss Packard.

		SARAH
	And a fact is a fact.

		BERT
	She's a smart girl, Eddie.

	Bert goes back to shuffling his deck of cards.

				DISSOLVE TO:

69 	INT. LOUISVILLE HOTEL LOBBY - NIGHT

	The lobby is thronged with gamblers and their women, sportsmen,
	tourists, all there for the Derby. A jazz combo can be heard over the
	din of their voices. Eddie, looking excited, leads Sarah through the
	crowd. Behind them is Bert, his face now shaded by dark glasses,
	following a bellhop to the main desk.

		BELLHOP
	Right this way, Mr. Gordon.

	He forces his way through some people to get to the desk.

		BELLHOP
	Here you are, Mr. Gordon.

		CONCIERGE
	Suite fifty-six.

 		BERT
	Look, I-I wired ahead for two suites adjoining.

 		CONCIERGE
	I don't recall.

 		BERT
	Well, I do. I want two suites.

 		CONCIERGE
	Well, I'm sorry, Mr. Gordon. We're filled up.
	This is Derby week.

	Bert displays a neatly folded wad of money in his hand.

		BERT
	Look, son, you've got it all wrong. You must
	have gotten my wire. Look through your
	reservations, huh?

		CONCIERGE
		(artfully accepts cash bribe)
	I'll see what I can do ... You were right, Mr.
	Gordon. I mislaid your wire. Uh, two adjoining
	suites?

	Eddie laughs and moves toward the open door leading to the billiard
	rooms. His face glows as he watches the flow of men moving in and out
	of the crowded room, and hears the sound of clicking pool balls. He
	tucks his cue case under his arm and turns to Bert and Sarah who join
	him.

		EDDIE
		(to Bert)
	You know, that's real sweet music in there.
	You can almost smell the action and the money.
	You know, I can feel it right down in the
	bottom of my shoes.

		BERT
		(laughs)
	Come on, let's go...

	Before they can head to their rooms, a small, neatly groomed man
	approaches Eddie.

 		BILLY
	Eddie!

		EDDIE
		(shaking his hand warmly)
	Hey, Billy, how are ya?

		BILLY
	Fast Eddie. I didn't know you were here.
	Everybody's here. It's like a hustler's
	convention. The Whetstone Kid, Johnny Jumbo.
	C'mon in. The guys'll be glad to see you.
	C'mon.

		EDDIE
		(to Sarah)
	What room are you in?

		SARAH
	Fifty-seven.

		EDDIE
	I'll be up later.

	Sarah turns toward the elevators, with Bert behind her, jiggling his
	keys.

				DISSOLVE TO:

70 	INT. HOTEL SUITE - NIGHT

	The bellboy unlocks the door and Sarah enters. The doors to the other
	suite are open. As she catches sight of Bert arranging things with the
	bellboy she closes one door.  The bellboy leaves as she moves to close
	the other.

		BERT
	Oh, wait a minute, Miss Packard.

		SARAH
	We're neighbors now. You can call me Sarah.

	He comes to the door, holding it open.

		BERT
	I want to talk to you.

		SARAH
	Do we need words?

 		BERT
	Yeah, I think we do. We could try to cut each
	other up. But that would be bad for everybody.
	Bad for me, bad for you. And worst of all, be
	bad for Eddie.

		SARAH
	You know what's good for him?

		BERT
	To win.

		SARAH
	For whom and for what?

		BERT
	For what makes the world go round. For money,
	and for glory.

		SARAH
	You didn't answer my first question. For whom?

		BERT
	All right. Today for me, tomorrow for himself.

		SARAH
	No, there's no tomorrow. Not with you. You own
	all the tomorrows because you buy them today,
	and you buy cheap.

		BERT
		(nods)
	Well, nobody has to sell.

	He turns away.

		SARAH
	You bastard.

		BERT
		(turns back to her, savagely)
	Listen, Miss Ladybird, you're here on a
	rain check and I know it. You're hanging on by
	your nails. You let that glory whistle blow
	loud and clear for Eddie and you're a wreck on
	a railroad track. You're a horse that finished
	last. So don't make trouble, Miss Ladybird.
	Live and let live. While you can.

	There is a long pause as he glares at her.

		BERT
	I'll make it up to you.

 		SARAH
		(weakly)
	How?

 		BERT
	You tell me.

	He goes back into his room. She closes the door and leans against it.

				CUT TO:

71 	EXT. RACETRACK - DAY

	Screams are heard as the horses jerk out of the starting gate to begin
	their runs.

				CUT TO:

72 	INT. RACETRACK BAR - DAY

	Eddie cashes in a winning ticket

 		EDDIE
		(to the cashier)
	Thanks.

	Eddie moves through the ornate racetrack bar to join Sarah at a table.
	Sarah has been drinking.

 		EDDIE
		(excited)
	Where's Bert?

 		SARAH
	He went off someplace.

 		EDDIE
	Well, that old lovin' horse paid twenty-two
	forty.
		(counts his money)
	Let's see ... two hundred I won from the jockey
	last night. And today at the track ... I got
	five hundred and forty bucks.
		(folds it up)
	Here, you hold it.

 		SARAH
		(takes it)
	Why?

		EDDIE
	Just for luck.

 	As she puts the money in her purse, Bert sits down.

 		BERT
	Hey, Findley's here.

 		EDDIE
	Where?

 		BERT
	Over there by the bar.

	We see Findley, studying his program and holding a drink in his hand.
	He is tall and refined, with a pale, debauched, yet oddly youthful face
	that some men of forty or more sometimes have. A cork-tipped cigarette
	dangles from his fingers.

 		EDDIE
	Aren't you gonna go over and talk to him?

 		BERT
	Nah. Sit tight. He'll be over here.

	Findley spots Bert, takes a long drag on his cigarette, and saunters
	toward them.

 		BERT
		(to Sarah)
	Are you ready for another?

		SARAH
	Thank you.

	Bert points to Eddie.

 		EDDIE
	No, no more for me.

		FINDLEY
		(joins them, speaks in a soft
		 Southern drawl, to Bert)
	Well, hello. Haven't seen you in a long time.

		BERT
	Well, hello. Haven't been here for a long time.
		(makes introductions)
	Ah, Miss Packard, Eddie Felson ... James ...

	Bert snaps his fingers, pretending to forget Findley's name.

		FINDLEY
	Findley.

		EDDIE
	Glad to meet you.

		FINDLEY
	And I you.
		(shakes Eddie's hand)
	I think I've heard about you, Mr. Felson. You
	play pocket billiards, don't you?

		EDDIE
		(playing along)
	Now and then. Why, do you?

		FINDLEY
	A little, although I'm afraid I generally lose.

		BERT
	So does Eddie.

		EDDIE
	Well, I win sometimes.

		FINDLEY
		(smugly)
	I'll bet you do, Mr. Felson. I'll just bet you
	do.

		EDDIE
	How much?

 		FINDLEY
	Bert, I believe Mr. Felson's making a
	proposition.

		BERT
	Could be.

 		FINDLEY
	Well, Mr. Felson, maybe you could come out to
	my place some evening. We could play a few
	games of billiards.

 		EDDIE
	When?

		FINDLEY
	You're very direct, Mr. Felson.

		EDDIE
	That's right. When?

		FINDLEY
	Would you like to come out tonight?

		EDDIE
	What time?

		FINDLEY
	I'm having some people over for drinks right
	after the races. Why don't you all come over?
	Then about nine, ten o'clock we can play.

		BERT
	We'll be there.

 		FINDLEY
	Good, good.

	He nods to them all, and leaves.

		SARAH
	If you don't mind I think I'll stay at the
	hotel.

		EDDIE
	Well, what's the matter?

 		SARAH
		(her voice slurred)
	I'm a little tired.

 		BERT
	C'mon, there'll be a lot of laughs. Findley's
	parties are famous. He invites everybody from
	top to bottom, from high society to every tout,
	hustler, and tramp in town. That's another way
	he has of gettin' his kicks. It excites him to
	be around what he calls the criminal type. Some
	men are like that.
		(beat)
	Some women too.

	Sarah gives Bert a look.

				DISSOLVE TO:

73 	INT. FINDLEY'S PARTY - NIGHT

	The camera tilts upward from a Dixieland combo blaring out a bouncy
	tune to find Sarah, descending the stairs, looking on at the party
	below. Holding the rail with one hand, and a champagne glass in the
	other, she maneuvers her way down the steps. She stops a waitress on
	the way upstairs and exchanges her glass for a new one. We follow her
	unsteady, doll-like descent. She moves slowly, dreamily past the combo;
	past Eddie, who is cornered by a chic blonde in a low-cut dress;
	past Findley, alone with his drink, observing his guests; past the
	bleary-eyed couples on the dance floor, until she comes to the bar.
	Bert is there too, his head bobbing to the Dixie beat, his eyes running
	over her body so plainly covered by a cotton print dress. Spinning away
	from him, she takes her glass and goes to a corner of the room. Bert
	walks casually to her side. He leans over and whispers something in her
	ear. Her face hardens. Angrily she turns and throws her champagne in
	his face and smashes her glass on the floor. Then she starts to cry and
	starts to fall, but Bert holds her up by the shoulders. The music
	stops. The dance couples strain to get a look at what has happened.
	Eddie shoves through the gawking crowd.

 		EDDIE
	What's the matter? What happened?

 		BERT
	It's all right. She had a little too much to
	drink, that's all. Forget it.
		(to Sarah)
	Go upstairs and sleep it off.

 	Eddie tries to take her in his arms, but she beats on his chest,
	sobbing, unable to make words.

 		EDDIE
	Hey, c'mon. Cut it out!  Do what he says. Come
	on upstairs.

	Eddie drags her limp, trembling body across the dance floor to the
	stairs. Bert watches them go, wiping the champagne off his coat lapels.
	The music starts up again.

 				DISSOLVE TO:

74 	INT. AN UPSTAIRS COAT ROOM - TIME LAPSE

	A Negro maid sits patiently in the room, watching over Sarah and the
	coats that Sarah is lying on. A woman enters and, disgusted, pushes
	Sarah off her fur coat. Eddie appears in the doorway. The woman takes
	her coat and leaves. Eddie looks at Sarah for a moment, then turns and
	walks out.

 				DISSOLVE TO:

75 	INT. BILLIARD ROOM AT FINDLEY'S - NIGHT

	Findley, drink and cork-tipped cigarette in hand, escorts Bert and
	Eddie down the stairs to his game room. It is a beautifully appointed
	salon, wood-paneled, filled with plush divans and decorated with terra-
	cotta Roman statuary. In the center of the room is the billiard table,
 	now covered by a cloth. Findley goes to the bar.

		FINDLEY
	You gentlemen care for a drink?

		EDDIE
		(steps briskly into the room)
	No, none for me. Come on, let's play.

		FINDLEY
	By all means.

	Eddie eagerly pulls back the cloth that covers the table.  But it's not
	a pool table -- it's a billiard table.

		EDDIE
	I thought we came here to play pool.

 		FINDLEY
	I don't play pool, Mr. Felson. I play billiards.
	My house, my game. You don't have to play if
	you don't want to.

		BERT
	Well, we won't.

		EDDIE
	C'mon, Bert. Let me play him.

 		BERT
		(to Findley)
	How much?

		FINDLEY
	Oh, we'll start small ... a hundred dollars a
	game.

		BERT
		(to Eddie)
	You ever played billiards before?

		EDDIE
	Sure.

 		BERT
	You hustlin' me?

 		FINDLEY
	I'm sure Mr. Felson knows what he's doing.
	Certainly you can afford a hundred dollars to
	find out.

 		BERT
	Deal the cards.

	Eddie finishes uncovering the table.  Bert takes a seat. Findley has a
	mischievous look on his face as he brings out a cloth bag and pours out
	the three billiard balls on the table.

 				DISSOLVE TO:

76 	INT. BILLIARD GAME - TIME LAPSE

	Eddie shoots. His red ball ricochets off the shoulder and returns to
	kiss the third ball.

		FINDLEY
	Beautiful shot, Felson. Beautiful. You've
	played billiards before, Mr. Felson. Ah, you
	gentlemen sure you don't care for a drink?

		EDDIE
	Oh no, nothing for me.

	Findley steps up to the bar, leaving Bert and Eddie alone.

		EDDIE
		(to Bert)
	How do we stand?

		BERT
	'Bout even.

 		EDDIE
	When do I raise the bet?

		BERT
	I don't know.

 		EDDIE
	Bert, if that's his best game, I can beat him.

		BERT
	Level with me, Eddie. You ever play billiards
	before?

		EDDIE
	What's the difference? You got a pool cue,
	balls on the table. All you gotta do is get the
	feel of it.

		FINDLEY
		(returns with a fresh drink)
	Like to raise the stakes, Mr. Felson?

 		EDDIE
		(to Bert)
	Okay?

		BERT
	How much?

		FINDLEY
	Oh, about five hundred.

		BERT
		(to Eddie)
	Do you really think you can beat him?

		FINDLEY
	Of course he thinks he can beat me, Bert. He
	wouldn't be playing me if he didn't. Right,
	Felson?

		BERT
	I didn't ask him can he beat you. I already
	know he can beat you. I asked him will he? With
	Eddie, that's two different things.

		EDDIE
	I can beat him.

		BERT
	All right. Five hundred.

	Findley points to a statue on a table behind the couch. It is a figure
	of Pan, with horns sticking up through his curly head, and the legs of
	a goat extending down below his waist.

		FINDLEY
	Have you noticed, Bert? This fellow here bears
	a striking resemblance to you. It seems as
	though you might have modeled for the artist.

		BERT
		(nods)
	It's possible.

				DISSOLVE TO:

77 	INT. BILLIARD GAME - TIME LAPSE

	Findley completes a shot, then lays his cue gently on the table and
	goes to the bar.

		FINDLEY
	Mark that one up too, Bert.

	Eddie, his coat off, rubs his hand nervously.

		EDDIE
	I'll beat him the next game.

		BERT
		(toying with his billfold)
	How're the hands?

 		EDDIE
	They're fine.

		BERT
	Well, rack up your cue. We're leavin'.

		FINDLEY
	That seems a shame. The night is young.

		BERT
	The night is two thousand dollars old.

		EDDIE
	Hey, Bert. Wait a minute!

		BERT
	I said we're leavin'.

	Bert turns his back on Eddie and joins Findley at the bar. Eddie stands
	helplessly for a moment. Findley pours a drink as Eddie approaches.

		EDDIE
	I can beat him, Bert. Now he suckered me 'cause
	he knows how to hustle. I didn't think he did.
	But I can outplay him. I can beat him.

		BERT
	I don't believe you, Eddie. I think you're
	still a loser.

		EDDIE
	All right, then. I'll play him with my own
	money.

	He reaches in his pocket, then remembers that he gave his money to
	Sarah.

		EDDIE
	I'll be right back.

	He bounds up the stairs.

				CUT TO:

78 	INT. UPSTAIRS COAT ROOM - NIGHT

	He bursts into the room, goes past Sarah, stretched out on the bed, and
	takes the money out of her purse. She is facing away from him but her
	eyes are open. She listens to him as he shuts the door loudly on his
	way out.

				CUT TO:

79 	INT. THE BILLIARD ROOM - NIGHT

	Eddie leaps down the stairs, two at a time.

		EDDIE
	Okay, c'mon. Let's play.

	Bert eyes Eddie with controlled rage as the two get ready to play again.

				DISSOLVE TO:

80 	INT. BILLIARD ROOM - TIME LAPSE

	A game has just ended as Sarah quietly descends the stairs. She stands
	at the rail, listening.

		EDDIE (o.s.)
	There it is. I'm broke.

		FINDLEY (o.s.)
	Ah, that's unfortunate, Mr. Felson.

		EDDIE (o.s.)
	For who, Mr. Findley? ... Bert, he only beat me
	by one point. Now, you can't get off me now.

		BERT (o.s.)
	The bank is closed.

	Bert sits with his shoes up on the couch.

		EDDIE
	Please don't get off me now.

		BERT
	I know when to quit. You don't. Win or lose,
	you don't know when to quit.

		EDDIE
		(down on one knee)
	What do you want me to do, huh? What do you
	want me to do? Just say it and you got it but
	PLEASE don't get off me now.

		SARAH
		(from the stairs)
	Don't beg him, Eddie.

	Eddie turns and sees her.

		EDDIE
	Go on back to the hotel.

		SARAH
	Please, Eddie, don't beg him.

		EDDIE
	Would you go on back to the hotel? Take a cab,
	go on back to the hotel.

		SARAH
	Doesn't all of this come through to you, Eddie?
	Doesn't any of this mean anything to you? That
	man, this place, the people. They wear masks,
	Eddie. And underneath the masks they're
	perverted, twisted, crippled.

		EDDIE
	Shut up.

	His eyes are shut tight; his balled-up fists rub against his temples.

		SARAH
		(moving to him)
	Don't wear a mask, Eddie. You don't have to.
		(points to Bert)
	That's Turk, Eddie, the man who broke your
	thumbs. Only he's not going to break your
	thumbs. He'll break your heart, your guts. And
	for the same reason -- 'cause he hates you,
	'cause of what you are. 'Cause of what you have
	and he hasn't.

		EDDIE
		(rises)
	Would you get off my back, Sarah? Once and for
	all, will you get out, will you GET OFF MY
	BACK?!

	There is a long pause.

 		BERT
	Go ahead and play him, Eddie. Play him for a
	thousand dollars a game.

	A stunned Eddie moves to the billiard table.  Defeated, Sarah turns and
	goes up the stairs. The men return to the table to continue their game.
	Bert, deeply satisfied, puts on his coat and sits to watch the action.

				DISSOLVE TO:

81 	INT. FINDLEY'S DEN - TIME LAPSE

	A shaken Findley flops into a leather swivel chair. A bucket of iced
	champagne sits on the desk, ready to be emptied. Findley puffs on his
	cigarette as he looks at the impatient face of Bert, slouching in the
	chair across from him. Eddie leans against a wall nearby. He is quiet,
	morose.

		FINDLEY
	Will you take a check, Bert?

		BERT
		(pause)
	Cash.

		FINDLEY
	How much do I owe you?

		BERT
	Twelve thousand.

	Findley reaches nervously for the bottle, gulps at his drink. Then he
	unlocks his desk drawer and takes out the money. Eddie looks on as
	Findley gives the money to Bert.

		FINDLEY
	Here.
		(to Eddie)
	Been an interestin' evening.

		EDDIE
	Yeah, sure has.

		FINDLEY
		(to a valet)
	Charles, will you call a cab for these
	gentlemen, please.
		(to Eddie)
	I'd show you to the door, but I ...

		EDDIE
	Oh yeah, yeah. You're tired.
		(to Bert)
	And beat.

		FINDLEY
	Yeah. You must come again.

 		EDDIE
	Yeah. Sure.

	Eddie moves to leave.  Findley and Bert watch him go.

				DISSOLVE TO:

82 	INT. FINDLEY'S FOYER - NIGHT

	Eddie waits for Bert to come down the stairs.

		BERT
	There's your share. Three thousand.

		CHARLES
	The cab's waiting.

		BERT
		(tips him)
	Oh, yeah. Here. Thanks ... C'mon, Eddie, let's
	go.

		EDDIE
	I wanna walk.

		BERT
	It's a long walk.

		EDDIE
	I got time, Bert.

		BERT
	You want me to tell her for you?

		EDDIE
	Tell her what?

 		BERT
	You gotta be hard, Eddie.

	Eddie abruptly turns and walks out of the house.  Bert watches him for
	a moment then follows.

				CUT TO:

83 	INT. BERT'S HOTEL SUITE - LATE NIGHT

	Bert enters his suite, removes his overcoat, then looks at the door
	that divides his room from Sarah's. He seems hesitant, unsure of
	himself. He pours himself a drink and downs it in one gulp, walks to
	the door, listens, and opens it himself without knocking. Sarah is
	there, seated primly on the bed. There is a drink in her hand, and a
	suitcase beside her on the bed.  Bert enters her suite and confronts
	her.

		BERT
	When are you leaving?

	Sarah's voice is subdued, controlled.

		SARAH
	In a little while. That's what you want, isn't
	it?

		BERT
	It's what Eddie wants. He, uh, told me to give
	you some money.

	He stands over her, pulling a wad of bills from his pocket.

		SARAH
	Put it on the bed. That's the way it's done,
	isn't it?

		BERT
		(tossing it there)
	That's the way it's done.

		SARAH
	And the way you're looking at me, is that the
	way you look at a man you've just beaten? As if
	you'd just taken his money, and now all you
	want is ... his pride?

		BERT
	All I want's the money.

		SARAH
	Sure, sure, just the money, and the
	aristocratic pleasure of seeing him fall apart.
	You're a Roman, Bert. You have to win them all.

	He picks her up and tries to kiss her but she is cold and limp in his
	arms, so he lets go and she drops back on the bed. Then he turns and
	walks back into his room. She waits for a moment. Then she takes a
	cigarette out of a pack, gets up, and goes into his room.

		SARAH
		(at the door)
	You got a drink?

				DISSOLVE TO:

84 	INT. BERT'S HOTEL SUITE - TIME LAPSE

	In the bathroom mirror we see Bert asleep on his bed. The sheets are
	rumpled and tossed about. Then we see Sarah, in her slip, enter the
	bathroom and shut the door. She takes out her lipstick and scrawls
	across the image of herself in the glass "Perverted, twisted,
	crippled." She underlines the word "crippled."

				DISSOLVE TO:

85 	INT. HOTEL LOBBY - EARLY MORNING

	Eddie is just getting back. He walks through the lobby, ignoring the
	uniformed policeman standing nearby, and stops at the desk.

		EDDIE
	Give me my key, please. Room fifty-seven.

	The concierge stares dumbly.

		EDDIE
	Well, c'mon, give me my key.

	The concierge hands it to him. Eddie walks quickly toward the elevators.

				DISSOLVE TO:

86 	INT. HOTEL SUITE - TIME LAPSE

	He enters, sees the money on Sarah's bed, puts down his cue case, and
	turns to see a crowd in the adjoining room. Bert, laying in bed, talks
	to a plainclothesman who stands over him, taking notes. A photographer
	with a flash camera stands by the bathroom.

		PLAINCLOTHESMAN
	Now, let's go over this again.  You say you
	were in the other room...

		BERT
	No, she closed the door.  I told you she closed
	the door. I was in the other room.  She closed
	the door, went in there, maybe, I don't know,
	ten minutes, five minutes...

	Bert stops when he sees Eddie through the open door. A uniformed
	policeman bars Eddie's entrance.

		BERT
		(to the policeman)
	Hey. Let him come in, huh?

	Eddie comes in. He looks at the detectives around Bert's bed.

		BERT
	Eddie?

	The photographer's bulb flashes as he takes a picture of the bathroom.
	Eddie pushes by the photographer, then stops as he sees Sarah's body
	laid out on the tiled floor. He drops to his knees beside her.

		BERT
	Eddie?

	Eddie reaches out to touch her, then pulls back his hand. Bert appears
	at the bathroom door behind him.

		BERT
	Eddie? She come in here, Eddie. She asked me
	for a drink. I give her one. We had a few more.

	Eyes closed, he writhes as he listens to Bert.

		BERT
	Eddie, she came in here.

	Suddenly he uncoils and lunges at Bert, grasping him by the throat and
	pushing him back. A policeman untangles them, but Eddie breaks free. We
	hear Bert scream as he squirms along the floor trying to avoid Eddie's
	fists.

				FADE OUT

87 	INT. AMES POOL HALL - LATE AFTERNOON

	FADE IN

	Minnesota Fats sits in his chair, engrossed in the afternoon paper. Big
	John is at a pool table, trying out a few shots. Bert, in dark glasses,
	stands near the cashier's cage, chucking dice into a leather shaker.
	The noise of the dice echoes in the slow, late afternoon gloom of Ames.
	When Bert sees Eddie push open the glass doors, he draws himself up
	fearfully like a turtle, and motions with his eyes to his men for
	protection. Eddie, his cue case tucked under his arm, walks straight
	toward him. He stops, stares at him for a moment, then turns and walks
	over to Minnesota Fats.

 		EDDIE
	I came to play pool, Fats.

		FATS
		(after a glance at Bert)
	That's good, Eddie. For how much?

		EDDIE
	You name it.

		FATS
	Thousand dollars a game.

		EDDIE
	Let's make it three thousand dollars a game,
	Fats. C'mon, three thousand dollars. That's my
	bankroll, my life's savings.
		(beat)
	What's the matter, Fats? All you gotta do is
	beat me the first game and I'm on my way back
	to Oakland.

		FATS
	Let's go.

	Fats rises, ready to play. Eddie starts to screw his cue together.

		EDDIE
	Get on me, Bert. I can't lose.

	He turns to join Fats at the table. The balls are already racked and
	ready.

		FATS
	Willie.

	Willie collects their stake money and prepares to toss the coin.
	Preacher, Big John draw up their chairs around the table. Bert also
	takes a seat, but far away, near the coat rack.

		WILLIE
	Call it.

		EDDIE
	Heads.

	Willie taps Fats on the lapel. It's his break. Sausage sends the cue
	ball down the table and the game begins at once. Fats makes a good
	break, leaving the cue ball teetering over the far corner pocket. He
	looks up at Eddie, and steps back. Eddie looks at the lineup of the
	balls. Then he sets down his cue and walks over to the washroom. He
	glances at Bert as he sprinkles the powder on his hands.

		EDDIE
	How shall I play that one, Bert? Play it safe?
	That's the way you always told me to play it,
	safe, play the percentage. Well, here we
	go ... fast and loose.

	He turns and snatches up his cue.

		EDDIE
	One ball, corner pocket.
		(chalks his cue, lines up his shot)
	Yeah, percentage players die broke too, don't
	they, Bert?

	He rams a bank shot into the pack. The one ball rolls in, while others
	scatter about the table. The crowd applauds. Eddie moves swiftly to his
	next shot. As he plays, he talks to Bert.

		EDDIE
	How can I lose? Twelve ball.
		(shot goes in)
	I mean, how can I lose? Because you were right,
	Bert. I mean, it's not enough that you just
	have talent. You gotta have character too. Four
	ball.
		(shot goes in, a pause)
	Yeah and I sure got character now. I picked it
	up in a hotel room in Louisville.

	Bert and Fats exchange glances.

		FATS
		(from his seat)
	Shoot pool, Fast Eddie.

 		EDDIE
	I'm shootin' pool, Fats. When I miss you can
	shoot.

	Eddie returns to his game and Fats waits for his turn, puffing steadily
	on his cigarette. Bert shifts uneasily in his chair and we hear the
	pool balls knock together, then slowly roll down the track through the
	belly of the table.

		EDDIE
	Five ball.
		(shot goes in)
	... Fourteen ball.
		(shot goes in)
	... Four ball.

	The shot goes in. Eddie looks significantly at Fats who lowers his eyes
	and puffs on his cigarette.

				DISSOLVE TO:

88 	INT. THE GAME - TIME LAPSE

		A VOICE
	That's game.

	The balls are racked. Eddie sinks shots right and left -- some tricky,
	some not. Bert and Fats exchange uneasy looks.  Eddie circles the table
	like a hawk.  Then, Fats is up; his jacket is off, his tie is pulled
	loose. He makes a shot, chalks his cue.

		FATS
	Eight ball.

	It's a hard shot and he misses. Eddie moves to take his shot, ignoring
	Fats altogether.

		EDDIE
	Thirteen ball.

	Bert looks on. But Eddie is shooting pool now, making all his shots
	quickly and accurately. A depressed Fats watches him shoot.

 				DISSOLVE TO:

89 	INT. THE GAME - TIME LAPSE

	The clock over the door reads six o'clock. Fats is still in his seat.
	He has a drink in his hand.

		FATS
	I quit, Eddie. I can't beat you. Willie, give
	him the stakes.
		(rises, to Bert)
	You got yourself a pool player.

		EDDIE
		(softly, as he counts his money)
	Preacher, gimme my coat, will ya?

		BERT
	Where do you think you're going?

	Eddie slips into the jacket, helped by Preacher.

		BERT
	Eddie? ...
		(loses it)
	YOU OWE ME MONEY!

		EDDIE
		(calmly)
	And just how do you figure that, Bert? What do
	you figure I owe you?

		BERT
	Half.

 		EDDIE
	In Louisville it was seventy-five per cent.

		BERT
	Well, here it's half.

		EDDIE
	What if I don't pay ya, Bert?

		BERT
		(chuckling)
	You don't pay me? You gonna get your thumbs
	broken.
		(stands up and paces)
	And your fingers. And if I want them to, your
	right arm in three or four places.

		FATS
	Better pay him, Eddie.

	Eddie unscrews his cue, thinking it over. Bert's bodyguards stand
	around, waiting for the word.

		EDDIE
	So you figure you're still my manager, huh?

 		BERT
	I'm a businessman, kid.

		EDDIE
	Well, you got a lot of games lined up for me?

		BERT
	Yeah, we're gonna make a lotta money together,
	from now on.

		EDDIE
	Fifty per cent?

		BERT
	No, it don't have to be fifty. It can be
	thirty ... twenty-five.

		EDDIE
	We really stuck the knife in her, didn't we,
	Bert?

		BERT
		(disgustedly)
	Aaaahhhh!

		EDDIE
	Boy, we really gave it to her good.

		BERT
	If it didn't happen in Louisville, it'd
	happened someplace else. If it didn't happen
	now, it'd happen six months from now. That's
	the kinda dame she was.

		EDDIE
	And we twisted it, didn't we, Bert? Course,
	maybe that doesn't stick in your throat cause
	you spit it out just like you spit out
	everything else. But it sticks in mine. I loved
	her, Bert. I traded her in on a pool game. But
	that wouldn't mean anything to you. Because who
	did you ever care about? Just win, win, you
	said, win, that's the important thing. You don't
	know what winnin' is, Bert. You're a loser.
	'Cause you're dead inside, and you can't live
	unless you make everything else dead around ya.

	Fats listens, his head bowed.

		EDDIE
	Too high, Bert. Price is too high. Because
	if I take it, she never lived, she never died.
	And we both know that's not true, Bert, don't
	we, huh? She lived, she died. Boy, you better
	... You tell your boys they better kill me,
	Bert. They better go all the way with me.
	Because if they just bust me up, I'll put all
	those pieces back together again, and so help
	me, so help me God, Bert ... I'm gonna come
	back here and I'm gonna kill you.

	Bert's men start to move forward but he stops them with a gesture of his hand. He tries to smile. A friendly smile.

		BERT
	All right ... All right.

	Eddie puts away his cue.

		BERT
	Only, uh, don't ever walk into a big-time pool
	hall again.

	Eddie just stares at Bert, then looks over at the downcast face of
	Minnesota Fats.

		EDDIE
	Fat man ...

	Fats looks up at Eddie.

		EDDIE
	... you shoot a great game of pool.

		FATS
		(saluting him with
		 his glass of whisky)
	So do you, Fast Eddie.

	Eddie takes his cue case and heads for the door. He stops for a moment, looks around at the rows of empty tables, and goes out. Then Ames 	returns to normal. Fats puts on his coat; Henry sweeps up. And Bert takes his seat again on his throne overlooking Ames, sipping his glass of milk.

				FADE OUT

 
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