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                    MISSION: IMPOSSIBLE




                   FINAL SHOOTING SCRIPT


                     16TH AUGUST 1995






 NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
 AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR
 THIS SOFT COPY.




 INT. KIEV APARTMENT - NIGHT

 We're in a large closet.  JACK KIEFER, an athletic American
 in his late thirties wearing a headset, is wedged into a
 corner, staring at a television screen.

 The television shows a surveillance view of the living room
 that lies outside the confines of the closet.  The TV image
 is in black and white.  JACK shifts, trying like hell to get
 comfortable but he's been there a while

 ON THE SCREEN

 A bare bulb shines down on the contents of a shabby hotel
 room.  Directly under the blub a man, GENNADY KASIMOV, sits
 in a straight backed wooden chair in his blood-stained T-
 shirt.  There are a couple of THUGS and a stray HOOKER in the
 room behind him.  A legend:

                      KIEV

 KASIMOV is sobbing.  Uncontrollably.  A MAN enters the room,
 ANATOLY, an imperious Russian in his forties, a Russian
 godfather.  The THUGS and HOOKERS are ushered out.  ANATOLY
 looks down at KASIMOV pitiously and urges him to go and sit
 by him in a chair he picks up for him.  KASIMOV does as he is
 bid, looking gratefully up at ANATOLY.  They speak in Russian
 which is subtitled.

                      ANATOLY
            Kasimov, Kasimov, good that you called
            us.

                      KASIMOV
                 (sobbing)
            I don't remember what happened!  We were
            at the bar, drinking, laughing -- having
            fun.

 ANATOLY gets up out of the chair and goes to a bed across the
 room.  A WOMAN lies half under the sheets.  She's lying in an
 unnatural position on the bed, and the sheets are smeared
 with blood.  She's dead.  ANATOLY lifts her eyelid.

                      KASIMOV
            I don't even know how I got here.
            I swear, Anatoly, I never touched her!  I
            didn't lay a finger on her.

 ANATOLY moves away from the WOMAN.

                      ANATOLY
            Kasimov.  Don't flounder.

 IN THE CLOSET

 JACK, impatient, checks his watch. 

                      JACK 
            Jesus, she's been under too long.  Come 
            on, come on! 

 ON THE SCREEN 

                      KASIMOV 
            You're the only one who can help me. 

 Desperately he tugs at ANATOLY'S jacket.  But ANATOLY hits 
 his hand away and smacks him around the head. 

 IN THE CLOSET 

 JACK reacts. 

 ON THE SCREEN

 ANATOLY bends close to KASIMOV. 

                      ANATOLY 
            C'mon, c'mon, tell the truth...c'mon. 

                      KASIMOV 
            They'll kill me. 

 ANATOLY paces up the room, away from KASIMOV. 

                      ANATOLY 
            You asked for my help.  You asked for my
            help...come on... 

                      KASIMOV
            You're right, of course. 

 IN THE CLOSET 

 JACK leans forward. 

                      JACK 
            The name pal...give us the name. 

 ON THE SCREEN 

                      KASIMOV 
            The contact in Minsk..the contact in 
            Minsk..works in a travel agency. 

 IN THE CLOSET 

                      JACK 
            Come on! 

 ON THE SCREEN 

                      ANATOLY 
            Come on! 

                      KASIMOV 
            His name is.....Dimitri Miediev. 

                      ANATOLY 
            Dimitri Miediev...Dimitri Miediev... 

 IN THE CLOSET 

                      JACK 
            Got him. 

 ON THE SCREEN 

 Back on screen, ANATOLY places a hand on KASIMOV'S shoulder
 as if he had just anointed him. 

 IN THE CLOSET 

 In the closet, JACK types the name into a computer and cross 
 checks -- "MIEDIEV" comes up, then "posting/American 
 consulate/Kiev." 

 JACK turns and nods to a WHOREHOUSE WAITRESS in costume in 
 the closet next to him, dressed in traditional Russian tunic 
 and virtually no bottom.  She quickly leaves. 

 INT. SHABBY ROOM - NIGHT

 We enter the room for the first time as the WAITRESS does. 
 She's carrying a tray with a bottle of vodka and two shot 
 glasses. 

                      ANATOLY 
            Now, we drink. 

 He pours them out and hands one to KASIMOV. 

                      ANATOLY (CONT'D) 
            To friends. 

                      KASIMOV 
            Yes, Anatoly, yes. 

                      JACK 
            Cheers. 

 He drinks.  He blinks.  Something felt funny about that. 
 Dizzied, KASIMOV swoons and passes out on the floor. ANATOLY 
 moves to the closet door and opens it. 

 IN THE CLOSET 

 ANATOLY reaches up to his face --

 --and tears away a mask of flesh.  He's no middle aged 
 Russian mobster, he's ETHAN HUNT, an American in his early 
 thirties.  He gestures to KASIMOV contemptuously.  JACK hands 
 ETHAN a hypodermic kit and he goes quickly back into the 
 room. 

                      ETHAN 
                 (in English now) 
            Get rid of this scum. 

 Immediately, there is activity, and PEOPLE everywhere.  TWO 
 OTHERS come into the room and carry KASIMOV out. 

 ETHAN goes quickly to the body of the dead woman. He cheeks 
 the pulse in her neck, shines a penlight in her eye. He 
 strips the adrenalin kit and jabs the long needle into the 
 dead woman's thigh.  He checks her pulse again, checking a 
 stopwatch.  In about ten seconds, the woman's eyes open. 

 CLAIRE is her name, a French woman of thirty or so. She half 
 rolls over, GROANS, and wipes some of the blood from her 
 mouth. 

                      CLAIRE 
            Did we get it? 

                      ETHAN 
            We got it.  On your feet. 

                      CLAIRE 
            I want to sleep.  Can I sleep here. 

                      ETHAN 
            Walk, just walk.  Start walking. 

                      CLAIRE 
            I'm walking. 

                      ETHAN 
            Talking's good, walking's better. 

                      CLAIRE 
            Sleeping's better. 

 Meanwhile, MEN in overalls take apart the room.  The ceiling 
 lifts right off the walls, and the walls themselves start to 
 come down, revealing the "hotel room" to be an elaborate set 
 in the middle of an empty warehouse. 

 JACK comes into the room from the closet.  He hands CLAIRE 
 her jewelry, including a watch and a wedding ring.  ETHAN 
 stops what he's doing, noticing.  She looks up at him 
 questioningly. 

                      CLAIRE 
            Are you all right Ethan.  What's wrong
            with you? 

                      ETHAN 
            If you're gonna do this again Claire, 
            It's not gonna be on my watch. 

                      CLAIRE 
            Oh yeah? 

 JACK comes into the room from the closet.  He hands CLAIRE 
 her jewelry, including a watch and a wedding ring.  ETHAN 
 stops what he's doing, noticing.  She looks up at him, 
 questioningly. 

                      JACK 
            Claire. 

                      ETHAN 
            Jack. 

 She almost unconsciously slips the wedding ring onto her 
 finger.  ETHAN notices.  He turns and SHOUTS to the room at 
 large. 

                      ETHAN
            IS THERE ANY PARTICULAR REASON WE'RE NOT 
            OUT OF HERE YET?! 

                      JACK 
            Just waiting for you, tubs. 

 He walks across the room and out the door.  CLAIRE, worried, 
 clutches her hands together, glancing down at her wedding 
 ring. 

 We move in on it --

                                                        CUT TO: 

 INT. JET - DAY

 -- and come out on another wedding ring, this one on a MAN's 
 finger. One of several he's drumming on an arm rest in the 
 plush first class cabin of a commercial airliner.  He shoves 
 some money into his wallet, and as he does so we catch a 
 fleeting glimpse of a photograph of CLAIRE. 

 The pilot's voice makes an announcement. 

                      VOICE (O.S.)
            Ladies and gentlemen, we have leveled off 
            at our cruising altitude of thirty-eight 
            thousand feet-and we should be arriving 
            in Prague right on schedule. 

 A FLIGHT ATTENDANT makes her way between the seats, passing 
 out menus. 

                      FLIGHT ATTENDANT 
            Would you like to watch a movie Mr Rosen? 

 A passenger takes one.  The ATTENDANT continues on. 

                      FLIGHT ATTENDANT 
                      (CONT'D) 
            Would you like to watch a movie Mr 
            Phelps? 

 The MAN with the wedding ring looks up.  JIM PHELPS is in his 
 mid-forties, good-looking, intense.  He's a tired man, and 
 not just now, it's a profound fatigue.  He looks up at the 
 ATTENDANT and smiles warmly. 

                      PHELPS 
            No, I prefer the theatre.  

 A look crosses the FLIGHT ATTENDANT'S face; her tone becomes 
 stilted. 

                      FLIGHT ATTENDANT 
            Would you consider the cinema of the
            Ukraine? 

                      PHELPS 
            Perhaps you'd choose one for me. 

 The ATTENDANT turns and walks away.  PHELPS sits back, shakes 
 a cigarette out of a pack, and taps it nervously on the 
 armrest. 

 AT THE FRONT OF THE CABIN.

 The FLIGHT ATTENDANT opens a case loaded with video 8 
 cassettes of feature films.  She opens a panel in the top of 
 the case and withdraws a tape hidden back there. 

 BACK AT PHELPS' SEAT

 The ATTENDANT returns with the tape and hands it to PHELPS. 
 He takes it without a word and she moves on. 

 PHELPS reaches down and turns a lever on the support between 
 his seat and the empty one beside him. He flips up a small 
 movie screen and angles it toward himself, away from the 
 other passengers. He puts on a headset, opens a door in the 
 armrest, and puts the tape in. 

 He presses play.

 ON THE TAPE, 

 the image of a man comes on.  EUGENE KITTRIDGE is fortyish, 
 but seems permanently stuck in the Nixon era -- horn rimmed 
 glasses, short short haircut, rather be caught dead than 
 tieless.  But if he catches your eye, he will never, ever 
 look away.  He's seated at a desk, looking into the camera. 

                      KITTRIDGE 
                 (on the tape) 
            Good morning, Mr. Phelps.  The man you're 
            about to see is Aleksander Golitsyn -- 

 The screen winks and shows an image of GOLITSYN, a burly man 
 in his forties.  The image is herky-jerky videotape, 
 presumably taken from a concealed camera as GOLITSYN walks 
 down a foreign street. 

                      KITTRIDGE (O.S.) 
            -- a former KGB Line X officer now 
            working the international black market 
            selling intelligence.  This morning, we 
            learned that Golitsyn has stolen one half 
            of a CIA NOC list, the list of our non- 
            official cover agents working in Eastern 
            Europe. 

 The screen shows an image of what such a list might look 
 like, code names and other information scrolling by on a 
 computer screen at high speed. 

                      KITTRIDGE (O.S.) 
            For security reasons, the NOC list is 
            divided into two encoded halves. 
            Golitsyn already has the cryptonym 
            portion, which contains agent code names 
            and targeting areas.  This portion is 
            useless unless combined with the second 
            half -- the true name list that is kept 
            in the CIA station in our Embassy in Prague. 

 The Embassy itself comes on screen, a beautiful old building 
 at the base of the Charles Bridge, which spans the Vltava 
 River. 

                      KITTRIDGE (O.S.) 
            We believe Golitsyn plans to steal the 
            true name list at an Embassy function 
            tomorrow night.  Your mission, should you 
            decide to accept it, is to obtain 
            photographic proof of the theft, apprehend 
            those involved, and return the stolen 
            list.  I don't have to stress the 
            importance of this matter, Jim.  We're 
            keeping it internally black. Because of  
            its urgency, I've already sent to Prague 
            a team selected from your usual group. 

 Still photographs come on screen, some of which we're already 
 seen -- JACK KIEFER, CLAIRE and ETHAN. 

                      KITTRIDGE (O.S.) 
            Ethan Hunt will of course be your point 
            man, as usual.  He's in Kiev; we're 
            getting word to him now. 

 INT. JET - DAY

 PHELPS sits back in his seat, closes his eyes, and rubs his 
 tired brow.  KITTRIDGE himself comes back on the tape. 

                      KITTRIDGE (O.S.) 
            As always, should you or any member of 
            your IM force be caught or killed, the 
            Secretary will disavow all knowledge of 
            your actions.  This tape will self- 
            destruct in five seconds.  Good luck, 
            Jim! 

 PHELPS inhales deeply -- 

 -- the tape in the armrest starts to smolder, sending up a 
 plume of wispy smoke -- 

 -- and PHELPS exhales, concealing the plume in a cloud of 
 cigarette smoke. 

                                                        CUT TO: 

 EXT. PRAGUE SAFE HOUSE - DAY

 SARAH and HANNA, a German woman in her mid-thirties enter. 
 Another legend: 

                     PRAGUE 

 INT. SAFE HOUSE - PRAGUE - DAY 

 The IMF team's safe house is a sparsely furnished Prague 
 apartment with a panoramic view of the city. 

 The IMF team is scattered around the room. Sketches, pads, 
 overfilled ashtrays and equipment are strewn everywhere. 
 JACK and SARAH seated next to each other - JACK demonstrating 
 the VISCO glasses to her.  CLAIRE is seated opposite JACK at 
 the computer.  JIM and ETHAN are in the kitchen.  HANNAH 
 taking a roll of black-out curtain through the room. 

                      JACK 
            Look to your right, then back to me. 
            There's a camera built right into the 
            bridge.  Whatever you see it sees and 
            transmits it back here.  Can you hear me?

                      SARAH 
            Of course I can hear you. 

                      JACK 
            No, in your...ear piece. You have a 
            lovely smile (eyes). Can you hear me 
            now? 

                      SARAH 
            Loud and clear. 

                      JACK 
            What's going on? 

                      SARAH 
            I don't know. 

                      JACK 
            Why don't you take a look? 

                      SARAH 
            Jack...that's spying. 

                      JACK 
            That's what we do isn't it? 

                      SARAH 
            Jack you're so wicked. 

                      JACK 
            Too wicked to have a drink later? 

                      SARAH 
            I think I might just take that look. 

 ETHAN and JIM PHELPS are in a heated conversation. 

                      ETHAN 
            Yeah, well, Jim, fact is I've got more 
            than ninety days leave coming. 

                      PHELPS 
            A hundred and sixty-seven, I think it is. 
            Take it all, if you want.  After this one. 

                      ETHAN 
            I thought I'd take some now. 

                      PHELPS
                 (quietly, to Ethan) 
            What the hell's made you decide to take 
            your leave at the worst possible time? 
            Claire's in a weird mood too. 

                      ETHAN 
            Oh?  What's the problem? 

                      PHELPS 
            I don't know, I had to go to Chicago 
            again.  You were in Kiev.  You tell me. 

                      ETHAN 
            Tell you what? 

                      PHELPS 
            When you started noticing your short term 
            memory loss.  What the problem was you 
            and Claire had in Kiev? 

                      ETHAN 
            What problem? 

                      PHELPS
                 (laughs)
            Ah, God, forget it.  What are we talking
            burnout here?

                      ETHAN 
            I guess. 

                      PHELPS 
            Ethan, you can't burn out. 

                      ETHAN
            Why not? 

                      PHELPS 
            Because I can't afford it. And because 
            you'd burn up before you'd burn out. 

 CLAIRE, who is at the computer behind them, somehow seems to 
 be the reference point in the following exchange: 

                      ETHAN 
            How was Chicago? 

                      PHELPS 
            Wonderful.  Ran into a convention of auto 
            dealers at the Drake Hotel.  You hear the 
            one about the astronaut who comes back 
            from the first manned flight to Mars 
            after two years?  His wife's got a year 
            old kid.  So he says "All right.  Who was 
            it?  My friend Harry?"  She says no. "Oh,
            it was my friend Sammy."  She says it 
            wasn't Sammy.  "Oh, I suppose it was my 
            friend Lou."  "No, what's the matter, 
            don't you think I have any friends of my 
            own?!" 

 PHELPS laughs.  ETHAN doesn't.  The back of CLAIRE'S head is 
 in his line of sight. 

                      PHELPS (CONT'D) 
            Boy, you really are grim. Come here, 
            take a look. 

 He leads ETHAN to the window, which overlooks the city. 

 EXT. PRAGUE - DAY 

 ETHAN's POV of Embassy. 

 INT. SAFE HOUSE - DAY

 ETHAN nods. 

                      PHELPS (CONT'D) 
            Beyond Charles Bridge there is our 
            Embassy.  See it?  Tomorrow night, if 
            anything goes wrong, this guy will steal 
            the names of our agents in every country 
            all over Eastern Europe.  Up for grabs to 
            the highest bidders -- third world 
            terrorists, arms dealers, drug lords -- 
            any and everybody who'd love to get rid 
            of long term coverts like us, and some 
            very dear friends among them.  If they're 
            exposed, they'll be executed.  Come over 
            here.  Take a lock at this. 

 CLAIRE, who is working at a computer, has pulled up a 
 quicktime video image in a box on her screen.  In it, an old 
 edition of the McLaughlin Report, the PBS news show, is 
 playing. 

 ETHAN is distracted by it. 

 INSERT - TELEVISION

 SENATOR WALTZER, a bearded, bespectacled man in his forties, 
 is holding forth: 

                      SENATOR WALTZER 
            I'll go you one further.  I say the CIA 
            and all its shadow organizations have 
            become irrelevant at best and 
            unconstitutional at worst.  It's time we 
            throw a little light on the whole concept 
            of the Pentagon's "black budget."  These 
            covert agency subgroups have confidential 
            funding, they report to no one -- who are
            these people?!  We were living in a 
            democracy the last time I checked. 

 BACK TO SCENE 

 ETHAN looks back at JIM. 

                      ETHAN 
            You're going to use Walter? 

                      PHELPS 
            He's our guy. 

                      ETHAN 
            Isn't he chairing the Armed Services hearing? 

                      PHELPS 
            Not this week. This week he's flyfishing 
            at the Oughterard Slough in County 
            Kildare, with one of our best Irish guides. 

                      ETHAN
            He won't be back in a hurry? 

                      PHELPS 
            No, not in a hurry.  What do you think? 
            You think the plot'll work? 

                      ETHAN 
            Sure.  If the main character does. 

                      PHELPS 
            If you were me, Ethan, who would you
            trust to make him believable? 

 JACK comes breezing in with a piece of bubble gum.

                      JACK 
            Sorry, am I interrupting?  

                      ETHAN
            Always. 

 JACK shows the gum to ETHAN.

                      JACK 
            Stick of gum. If you come up against a 
            lock you can't pick -- 

 Half the gum is red, the other half is green. 

                      JACK (CONT'D) 
            Red light.  Green light.  Mash them 
            together, asta lasagna.  Don't get any on 
            you -- you have five seconds. 

 He offers the gum to ETHAN.

                      PHELPS 
            Are you gonna take it? 

 CLAIRE glances up from the computer and catches ETHAN's eye. 
 PHELPS may have caught the glance, but is focused on ETHAN. 

                      ETHAN 
                 (relenting) 
            Give me the God damn gum. 

                      JACK 
            Just don't chew it. 

                      PHELPS 
            Thank you. 

                                                        CUT TO: 

 EXT. AMERICAN EMBASSY - NIGHT

 The American Embassy glitters beside the Vltava River.  Party 
 at the Embassy tonight. 

 INT. AN ELEVATOR SHAFT - NIGHT

 JACK, wearing black coveralls and slightly odd-looking 
 eyeglasses (they're called Visco glasses), enters an elevator 
 shaft through a small door at the base of the wall.  He looks 
 up the shaft, shining a flashlight until he finds what he's 
 looking for -- 

 -- a gray metal box, protruding from the wall one floor up. 

 INT. SAFE HOUSE - NIGHT

 PHELPS is at a table in the safe house apartment, watching 
 the bank of monitors HANNAH wired together earlier. The 
 monitors are alive now, showing various views of the inside 
 of the Embassy, where the party is going on, and one view of 
 the elevator shaft. 

 PHELPS wearing an IMF headset and speaks into the mouthpiece. 

                      PHELPS 
            Ethan.  Jack's inside.  Window's open by 
            twenty-three hundred. 

 INT. EMBASSY - NIGHT

 Inside the Embassy, the party is a formal, tuxedoed affair 
 that's in full swing on the second floor. 

 SENATOR WALTZER, the man who was on TV, walks up a grand 
 staircase, headed in.  An AMERICAN DIPLOMAT in a tuxedo 
 hurries up to him. 

                      DIPLOMAT 
            How do you do, Senator, I'm Rand Housman, 
            the Ambassador's aide.  If I could just 
            steer you through the reception line here
            --

 The DIPLOMAT pilots the SENATOR by one arm, guiding him to a 
 reception line at the base of the stairs to the party. 

                      DIPLOMAT (CONT'D) 
            Allow me to introduce Jaroslav Reid, the 
            director of the National Gallery -- Petr 
            Brandl, the mayor of Prague -- 

 SARAH, a very attractive young American dressed in an elegant 
 gown, steps out of the reception line and shakes hands with 
 WALTZER. 

                      SARAH 
            I bet you don't remember me, do you, Senator? 

                      SENATOR WALTZER 
            Of course I do.  How are you, Miss 
            Norman? 

 He leans in and kisses her on the cheek, and as he does so 
 SARAH whispers something in his ear. 

                      SARAH 
            He's in pocket.  Under the archway behind me. 

 Her tone, her words -- we realize she's on the team. 

 The SENATOR pulls a pair of Visco glasses from his pocket 
 (and if we didn't know the SENATOR was ETHAN before, this 
 confirms it), puts them on, and looks up, over her shoulder. 

 UNDER AN ARCHWAY NEAR THE ENTRANCE, 

 ALEKSANDER GOLITSYN, the Ukrainian, has just come in from 
 outside. 

 INT. SAFE HOUSE - NIGHT

 PHELPS sees the SENATOR's point of view of GOLITSYN, through 
 the glasses, broadcast back to PHELPS' monitor.  He speaks 
 into his microphone. 

                      PHELPS 
            Sarah, mark the package and go to two. 

 INT. EMBASSY PARTY - NIGHT

 SARAH still has the SENATOR's attention. 

                      SARAH 
            Your advance team mentioned you'd want a 
            tour of the facility, so I've gone ahead 
            and set that up for you -- 

                      SENATOR WALTZER 
            Terrific.  Let's get going. 
                 (to the Diplomat) 
            Will you excuse us?  

 He slips an arm around SARAH and they walk off, not into the 
 party, but the other way, toward a staircase that leads 
 further into the Embassy. 

                      DIPLOMAT 
            Uh, sir? 

 INT. ELEVATOR SHAFT - NIGHT                               

 JACK climbs up the elevator shaft, towards the gray metal 
 box.  He just begins to remove the cover when he hears a 
 noise from above.  He looks up and sees the elevator above 
 him descending. 

 JACK quickly pulls himself flush against the wall. The 
 elevator comes down adjacent to him and stops, pinning him 
 to the wall. 

                      JACK 
            Great.  Come on. 

 INT. EMBASSY PARTY - NIGHT 

 As the SENATOR and SARAH pass behind the entering GOLITSYN, 
 SARAH pulls a small bottle of perfume from her purse.  But as 
 she sprays, she points it slightly to the left, missing 
 herself and hitting the back of GOLITSYN'S head.  He never 
 notices.  They move on and down the flight of stairs. 

 INT. SAFE HOUSE - NIGHT     

 JIM PHELPS monitors the Visco views of the party.  He looks 
 to the fourth monitor and checks a view of the party, a jumpy 
 one, as someone hurrying up stairs. 

                      PHELPS 
            Hannah.  He's marked.  Lets go. 

 INT. EMBASSY PARTY - NIGHT

 On a flight of stairs, HANNAH, dressed for the party and 
 slightly out of breath, hurries up the stairs. 

                      HANNAH 
            En route. 

 She also has a pair of Visco glasses, which she trains on the 
 party below.  She pushes a micro switch on the side of her 
 glasses, activating an electronic filter, which tints the 
 lenses. 

                      PHELPS (O/S) 
            Hannah, pull the shade (or - Hannah go to
            night vision). 

 HANNAH�S VISCO POV 

 the party looks the same, but one head in the crowd stands 
 out.  That head is GOLITSYN'S, his hair a fluorescent green 
 where SARAH sprayed it. 

 INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

 The SENATOR (let's just call him ETHAN) and SARAH come down 
 the stairs and pass a sign that says "Denied Area -- 
 Political Attaches Only."  ETHAN checks his watch.  23:00. 

 He nods to SARAH, they round a corner, and come to an 
 elevator at the end of the corridor.  A sign in front of it 
 says "Out of Order."  They head for it anyway. 

 A MARINE GUARD appears from behind a side door, catching them 
 by surprise.  

                      JACK 
            Governor's in position.  We have the elevator. 

                      GUARD 
            Excuse me, can I help you? 

                      SARAH 
            -- which leads directly to the Denied 
            Area, the only limited access area in the 
            whole facility. 

 SARAH flashes an ID at the GUARD and keeps talking. 

                      SARAH (CONT'D) 
            As you can see. this area has both a 
            Marine guard and video surveillance, and 
            is strictly monitored at all times. 

 She walks up to the thumbprint analyzer on the elevator bank 
 and slides her thumb inside.  The panel lights up and flashes 
 a message -- "ACCESS DENIED."  SARAH and ETHAN trade a look. 

                      SARAH (CONT'D)
                 (covering) 
            Senator, don't you have a young man on 
            your staff named JACK? 

 She tries the thumb again, Still no soap. 

                      ETHAN 
            Jack?  I believe we did have a young man 
            named Jack.  Not a reliable man, as I 
            recall.  Constantly late or behind in his 
            work. 

 Now the GUARD, noticing that Sarah's not being allowed 
 access, comes closer to them. 

                      GUARD 
            Excuse me, let me see that ID again! 

 INT. ELEVATOR SHAFT - NIGHT

 JACK is still pinned to the wall by the elevator, listening 
 to their conversation. 

                      PHELPS (O.S.) 
            Jack's pinned down Sarah.  Should be a 
            second.  Keep dancing.  

                      ETHAN (O.S.) 
                 (with the Senator's southern accent) 
            We were forced to tie him to my best 
            stallion and drag him around the barn a 
            few times.  

 Finally, the elevator moves down a floor and JACK is freed. 

                      JACK 
            Relax your crack, Foghorn, I'm workin' on
            it. 

 He quickly opens the gray metal box, revealing a maze of 
 circuitry.  He patches in his computer, climbs on top of the 
 elevator, and hits the keyboard, beginning to download.

 THE LAPTOP

 there's a split-screen of SARAH's thumbprint and the ID 
 picture.  JACK downloads her file into the security computer. 

 INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

 Ignoring the GUARD, SARAH turns and slides her thumb into the 
 thumbprint analyzer once more.  The panel glows, this time 
 the message flashes -- 

                      IDENTITY CONFIRMED 

 -- and the elevator doors slide open briskly.  

 The GUARD, surprised, now catches sight of the SENATOR. 

                      GUARD 
            Oh. Sorry, sir. 

 He snaps a salute.  ETHAN and SARAH get into the elevator and 
 the doors close behind them. 

 INT. ELEVATOR SHAFT - NIGHT

 JACK looks down at the elevator below.  Through a grating, he 
 can see them inside. 

                      JACK 
            The drink (date) with Sarah is definitely
            off. 

 INT. SAFE HOUSE - NIGHT

 PHELPS moves from JACK's view of the elevator car to HANNAH's 
 view of the party on his video monitors. 

                      PHELPS 
                 (a touch of impatience) 
            Hannah -- I'm blind again.  Hannah. 

 INT. EMBASSY PARTY - NIGHT

 HANNAH, stationed on the second floor of the Embassy, moves 
 to get a better view of the party. She reacquires GOLITSYN's 
 glowing head.  

                      HANNAH 
            He's heading to the denied area. 

 INT. EMBASSY WORK ROOM - NIGHT

 This work room is filled with combination lock filing 
 cabinets and various computer terminals.  ETHAN hands SARAH 
 his Visco glasses and she crosses the room, placing them 
 upside down on top of a filing cabinet.  

 ETHAN straps on a Visco wrist monitor and tunes it in, 
 switching several times. 

                      ETHAN 
                 (to Sarah) 
            Higher.  Higher.  

                      SARAH 
            Higher. 

                      ETHAN 
            Right, right.  Good. 

 SARAH adjusts the glasses. 

 THROUGH THE GLASSES, 

 the view of the main computer terminal is upside down, but 
 clear.  Anyone sitting there will be recorded. 

 INT. SAFE HOUSE - NIGHT

 On PHELPS' monitor, we see ETHAN, via his Visco glasses on 
 the filing cabinet, standing next to the computer.  PHELPS 
 barks out a warning.  

                      PHELPS 
            Get moving, Ethan.  He's rolling to you. 

 INT. EMBASSY WORK ROOM - NIGHT

 ETHAN pushes the elevator button but the elevator is already 
 moving up. 

                      ETHAN 
            Jack we're in position. 

 INT. ELEVATOR SHAFT/WORK ROOM - NIGHT

 In a split view, we see both sides of the elevator wall 
 simultaneously -- on one side, JACK is lying on top of the 
 rising elevator, on the other side, ETHAN and SARAH are 
 waiting for it to arrive. 

                      ETHAN 
            Jack.  Jack. 

                      JACK 
            I didn't touch it. 

 The elevator stops, the doors open -- 

 -- and GOLITSYN gets on.  GOLITSYN descends in the elevator 
 with JACK on top and ETHAN and SARAH waiting down below! 

 INT. SAFE HOUSE - NIGHT

 PHELPS sees JACK's point of view of the elevator, with 
 GOLITSYN inside.  

                      PHELPS 
                 (tension rising) 
            He's in the box, Ethan, he's in the box! 

 INT. EMBASSY WORK ROOM - NIGHT

 ETHAN and SARAH are waiting in front of the elevator, the one 
 GOLITSYN is about to step off of!  ETHAN looks around, for a 
 place to hide. 

                      ETHAN 
            OK.  Taking Golitsyn's exit.  Jack, open
            the doors. 

                      SARAH 
            What about my coat?  I'll freeze. 

                      JACK (O.S.) 
            I don't have it. 

 INT. SAFE HOUSE - NIGHT 

 PHELPS whips over to a laptop and starts typing. 

                      PHELPS 
            Opening the doors.  Go under. 

 He jabs ENTER on his keyboard. 

 INT. EMBASSY WORK ROOM - NIGHT

 The elevator doors WHISK open, revealing the empty shaft 
 beyond.  ETHAN and SARAH jump into the shaft. 

 INT. ELEVATOR SHAFT - NIGHT

 ETHAN and SARAH jump down into the five foot empty space 
 below the work room floor.  Above them, the elevator 
 continues its descent, with them hiding below.  The elevator 
 drops to just over their heads and stops. 

 INT. EMBASSY WORK ROOM - NIGHT

 GOLITSYN steps off the elevator, crosses the room and slides 
 a 3.5 computer disk into the computer in the work room. 
 Through the Visco glasses, we can clearly see him at work, 
 downloading the vital information. 

 INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

 Waiting below the elevator, ETHAN takes off his jacket, 
 starting to reverse it.  He checks his Visco wrist monitor as 
 GOLITSYN perpetrates the theft.  He smiles and speaks into a 
 microphone.  

                      ETHAN 
            He's got it.  Saved your ass again Jack. 

                      JACK (O.S.) 
            Give me a break, Pops. 

                      SARAH 
            Such a nice ass. 

                      JACK (O.S.) 
            And a lonely ass. 

                      ETHAN 
            Sarah's reconsidering.  Claire, transport 
            in five minutes. 

                      CLAIRE (O.S.) 
            Roger that. 

 INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

 Back inside, ETHAN strips off his mask and wearing his now 
 reversed jacket, he and SARAH exit the small door at the base 
 of the elevator shaft. 

 EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

 JACK rapidly disconnects his equipment.  But as he pulls the 
 final electrical clip from the elevator's wiring, it flashes 
 and SPARKS. 

 EXT. EMBASSY - NIGHT

 ETHAN and SARAH exit an Embassy service area by the 
 waterfront and blend into the Embassy crowd, as an amorous 
 couple. 

                      ETHAN
            In position.  Jack open the door, let the
            package roll.

                      JACK (O.S.)
            Roger that.  Opening doors now.

                      ETHAN
            Stairway, you�re wrapped, go to
            transport.

 ETHAN�S voice comes over HANNAH�S earpiece.

                      HANNAH
            En route.

 HANNAH breaks off and goes up the stairs.

 INT. ELEVATOR - NIGHT

 The button marked "ROOF" lights up, seemingly all by itself.

 INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

 The car engages with a sharp jolt --

                      JACK
            Hey.

 --and starts to rise.  JACK looks down, into the elevator
 car, through the grate.  There�s no one in it.

 INT. SAFE HOUSE - NIGHT

 On one of his monitors, PHELPS sees the elevator moving in
 the shaft.

                      PHELPS
            Jack, what are you doing?!

 INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

                      JACK
            I�m not doing anything!  (I don�t have it
            either).

 INT. SAFE HOUSE - NIGHT

 PHELPS is typing at his keyboard and jamming the enter button
 but gets no response.

                      PHELPS
            I don�t have it -- I don�t have
            control!

 INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

 JACK�S face pales.  He looks up, above him, at the
 approaching ceiling.

                      JACK
            Uh -- then I have a problem.

 INT. EMBASSY WORK ROOM - NIGHT

 GOLITSYN pulls out the now-programmed disk from the computer,
 slips it in his jacket pocket and heads for the door.

 INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

 JACK looks up through his Visco glasses at the approaching
 roof, covered with spikes.

 EXT. EMBASSY - NIGHT

 Through the monitor, ETHAN sees JACK�S P.O.V. of the roof of
 the building approaching.  Fast.

                      ETHAN
            Cut the power.  Cut the power Jack.  Do
            you hear me.

 INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

 On top of the elevator, JACK has ripped open the control
 panel again and is frantically trying to adjust wires to get
 the thing to stop.

 He swears, his fingers fumble, he works faster and faster.
 He looks up.  The roof of the building is nearly upon him.
    
                      ETHAN (O.S.)
            Come on, Jack, come on.

 JACK looks up again, he cringes, he covers his head with his
 hands, he SCREAMS --

 --and he�s crushed to death against the roof.

 EXT. EMBASSY - NIGHT

 ETHAN is staring at the static on the monitor that once was
 JACK�S signal.

                      ETHAN
            Jack.  Jack.

 He closes his eyes, knowing what that means.

 INT. SAFE HOUSE - NIGHT

 PHELPS also sees the static.

                      PHELPS
            Man down.  Stay where you are.  I�m on my
            way.

 He gets up and races out of the apartment.

 INT. EMBASSY WORK ROOM - NIGHT

 GOLITSYN, who now has the disk, jabs again and again at the
 elevator button but it won�t even light up.  He studies the
 elevator doors and jumps into the shaft, just as ETHAN and
 SARAH did moments before.

 He hits the floor of the elevator shaft and exits the small
 door at the shaft�s base.

 EXT. PRAGUE SAFE HOUSE - NIGHT

 PHELPS hurries towards the bridge.

                      PHELPS
            En route.

 EXT. CHARLES BRIDGE - NIGHT

 PHELPS dashes onto the Charles Bridge and heads across the
 river, toward the Embassy.  He throws a look back, over his
 shoulder.  Paranoia�s setting in.

 EXT. EMBASSY (AS SEEN FROM CHARLES BRIDGE) - NIGHT

 Outside the Embassy, GOLITSYN escapes, pushing through the
 service area door and racing past a DRUNKEN COUPLE who are in
 the midst of a lover�s quarrel, in Russian.

 Pan past the embankment and onto the bridge where PHELPS is
 still racing to meet ETHAN.  But he stops suddenly, as if
 hearing something and looks behind him, at the deepening
 gloom.

 EXT. EMBASSY - NIGHT

 ETHAN and SARAH hear PHELP�S voice over the monitor.

                      SARAH
            The package is in the open.

                      ETHAN
            Jim.  Jim.  He�s in the open.

                      PHELPS (O.S.)
            I�ve got a shadow.

                      ETHAN
            Can you lose him?

                      PHELPS (O.S.)
            No.  Abort.

 Over ETHAN�s shoulder, SARAH sees GOLITSYN getting away.  Fog
 starts to roll over the river towards the bridge.

                      SARAH
            Ethan.  He�s out of pocket.                

                      ETHAN
                 (to Phelps) 
            Jim we can�t.

                      PHELPS (O.S.)
            Abort.  That�s an order.

                      ETHAN
            Negative, Golitsyn�s on the move.

 INT. GETAWAY CAR - NIGHT

 Seated in the getaway car, CLAIRE listens to JIM and ETHAN
 argue.

                      PHELPS (O.S.)
            No, damn it, no, I said ABORT!

 EXT. EMBASSY - NIGHT

 Outside the Embassy, SARAH and ETHAN argue.

                      ETHAN
            Sarah eye on the package.  Jim, I�m
            coming to you.

                      SARAH
            Jim gave an abort, we should walk
            away.

                      ETHAN
            No, we�re going to recover the disk,
            understand?!  Now move!

 ETHAN takes off for the bridge, leaving SARAH to shadow
 GOLITSYN.

 EXT. PARKING AREA - NIGHT

 HANNAH hurries toward the getaway vehicle.

 EXT. RESIDENTIAL STREET - NIGHT

 ETHAN moves to the bridge stairs.

                      PHELPS (O.S.)
            Where are you?

                      ETHAN
            About two hundred yards from the bridge.

                      PHELPS (O.S.)
            They�re covering this frequency, Ethan.
            Cut all radio communications.  Repeat.
            Cut all radio communications.  

 ETHAN continues to run toward the stairs to the bridge.  Past
 CLAIRE who sits in the getaway car.  He looks on his monitor
 and again sees PHELPS� POV.  Only ominous silence.  Phelps is
 looking back over his shoulder.  The bridge is deserted.

 EXT. EMBANKMENT - NIGHT

 SARAH follows GOLITSYN as he hurries toward the shore, where
 a cobblestone promenade runs along the river.  He disappears
 into the fog at the edge of the river.

 EXT. STAIRS TO BRIDGE - NIGHT

 ETHAN checks his monitor again.

 THE MONITOR

 PHELPS� point of view changes radically as his head swivels
 on the darkened bridge.  He whirls again, looking over his
 shoulder and this time the barrel of a gun is visible,
 pointing at him and before PHELPS has a chance to react a
 GUNSHOT CRACKLES over the monitor.

 The point of view goes crazy for a moment, then over and down
 to a bloody hole in his own chest.

 His head rocks again, then goes over the side of the bridge
 and makes the long, hard fall into the river below.
    
 EXT. STAIRS TO BRIDGE - NIGHT

 ETHAN�s face goes white with shock.

                      ETHAN
            JIM!

 EXT. CHARLES BRIDGE - NIGHT

 He races up the rest of the stairs to the bridge but there�s
 no sign of PHELPS.

 ETHAN runs to the railing and looks down into the river but
 sees only dark, choppy waters below, now becoming
 obscured in the gathering fog.

 He turns and looks to the embankment.  He can faintly see
 GOLITSYN, hurrying along the promenade.  ETHAN gives chase.

 EXT. PARKING AREA - NIGHT

 ETHAN runs towards the getaway car, reaching a vantage point
 on the top of the stairs, he can see CLAIRE�S outline,
 visible in the driver�s seat.  But as he descends the stairs
 --

 --the car explodes and bursts into flames.

 The force of the blast knocks ETHAN back.

                      ETHAN
            CLAIRE!

 He watches the burning car in stunned silence for a moment, a 
 stunned CROWD starts to gather.

 Remembering SARAH, he rushes down the stairs towards the
 embankment.

 EXT. EMBANKMENT - NIGHT

 SARAH comes out of the fog near the riverbank and sees
 GOLITSYN again, slowing down.  A MAN comes out of the fog an
 seems to ask GOLITSYN for a light.

 SARAH draws closer.  Behind her, the DRUNKEN COUPLE seems to
 be hanging with her for some reason.

 EXT. STAIRS FROM BRIDGE - NIGHT

 ETHAN continues towards the embankment.

 EXT. EMBANKMENT - NIGHT

 SARAH is almost to GOLITSYN.  Suddenly, the MAN in front of
 GOLITSYN pulls him towards him.  Sensing something wrong,
 SARAH quickens her pace.  The MAN is now hunched over
 GOLITSYN, facing away from SARAH, going through GOLITSYN�s
 pockets.

 The figure finds what it�s looking for -- the disk -- and
 takes it.  SARAH comes closer --

 -- and the figure whirls.  It brings a knife up sharply,
 plunges it into her chest and slinks away out of sight.

 ANGLE

 ETHAN races around the corner onto the embankment.  He bursts
 out of the fog, just in time to see SARAH fall to her knees,
 over GOLITSYN�s body.  ETHAN sees the knife in her chest and
 GASPS.

 He pulls the knife out of SARAH, who is close to death.  He
 looks at it -- it is a black Teflon knife with a serrated
 edge.

 BEHIND ETHAN

 The DRUNKEN COUPLE seem drunk no more.  In fact, they�re
 watching ETHAN.  Through the fog and night, they see him
 leaning over SARAH, holding the knife in his hands.

 AT THE BODIES

 SARAH goes still.  ETHAN lays her down, turns the other body
 over and sees that it is GOLITSYN.  He quickly begins
 rummaging through his pockets.

 ETHAN hear police sirens and sees...

 ANGLE

 A Prague police boat, SIREN wailing, arrives at the dock in
 front of the Embassy.  The DRUNKEN MAN and WOMAN stop
 suddenly.

 As THREE POLICE leap off the boat and race toward the
 explosion, ETHAN leaps over the gate and races up the alley
 and out of sight.

 EXT. STREET -- PHONE BOOTH - NIGHT

 ETHAN unscrews the mouthpiece of a payphone receiver.  He�s
 holding a flat piece of metal with six prongs on it, a 
 modernist cockroach.  He CLICKS the cockroach into the guts
 of the phone�s wiring, piercing it with its little prongs.

 He screws the mouthpiece back on, holds the phone�s tongue
 down for a second, releases it and listens.  He has a dial
 tone.  Now he punches in a fourteen digit number he knows by
 heart.

 After a moment, a FLAT VOICE comes on the other side.

                      FLAT VOICE (O.S.)
            Satcom seven.

                      ETHAN
            Central Europe.  Unsecured.

                      FLAT VOICE (O.S.)
            Designator?

                      ETHAN
            Bravo Echo one one.

                      FLAT VOICE (O.S.)
            Switching.

 There is a long pause and then familiar voice comes on the
 line.

                      KITTRIDGE (O.S.)
            This is Kittridge.

                      ETHAN
            Go secure.

 Pause.  A funny series of CLICKS comes over the line.      
    
                      KITTRIDGE (O.S.)
            Go ahead.

                      ETHAN
            They�re dead.

                      KITTRIDGE (O.S.)
            Who�s dead?

                      ETHAN
            My team.  Claire, Jack, even Jim -
            - Hannah, maybe, I -- don�t know
    
                      KITTRIDGE (O.S.)
            Are you damaged?

                      ETHAN
            They knew we were coming.  Golitsyn�s
            dead too.  The disk is gone.

                      KITTRIDGE (O.S.)
            Are you intact?

                      ETHAN
            Do you read me?  The list is in the open!

                      KITTRIDGE (O.S.)
            Let's just bring you in safely, and then
            we'll worry about that, okay?  Were you
            followed?

 ETHAN closes his eyes.  KITTRIDGE�S voice is strong and
 reassuring and he needs that right now.

                      ETHAN
            I don�t think so.

                      KITTRIDGE (O.S.)
            Don�t think, be sure.  Are you clean?

                      ETHAN
            Yes.

                      KITTRIDGE (O.S.)
            Location green.  One hour.  I�ll be there
            myself.

                      ETHAN
            You�re in Prague?

                      KITTRIDGE (O.S.)
            Heard a lot about you, Hunt.  Don�t
            disappoint me.

                      ETHAN
            No sir.

                      KITTRIDGE (O.S.)
            One hour.

 He hangs up.  ETHAN does the same.  He stares at the phone
 for a moment, thinking.  He checks his watch.

 EXT. STREET - NIGHT

 ETHAN steps out of the phone booth and starts down the
 street.  Every face seems to be starring at him now, every
 sound is menacing.  He pulls his coat in tight, shoves his
 hands in his pockets and walks among the crowd.

 EXT. OLD TOWN SQUARE - NIGHT

 ETHAN makes his way past the old town clock, a towering,
 gothic structure and into a plaza, surrounded mostly by 
 residential buildings.

 ETHAN�S POV

 Straight across from him is a glass enclosed restaurant built
 on the portico of an old palace.

 Brilliantly lit up from inside, the restaurant positively
 shimmers, every table visible from everywhere in the plaza.

 INT. RESTAURANT - NIGHT

 ETHAN'S POV 

 ETHAN walks in the glass front doors, right next to an 
 enormous fish tank, part of the restaurant's exterior wall. 
 He scans the clientele carefully -- maybe a dozen PATRONS are 
 scattered around. 

 EUGENE KITTRIDGE is seated at a table in the middle. He and 
 ETHAN make eye contact.  ETHAN walks to the table, a couple 
 of quick, seemingly cursory glances around the room as he 
 goes.  KITTRIDGE has been working on a pretty good-sized 
 lobster.  He rises to greet ETHAN and they sit. 
                      
                      KITTRIDGE 
            I can't tell you how sorry I am.  I know 
            how much Jim in particular meant to you, 
            Ethan.  Personally as well as professionally. 

                      ETHAN 
            Yeah. 

 He spots a stack of documents on the table.

 ETHAN picks them up.  There's a Canadian picture bearing 
 ETHAN photo and the name Phillipe Doucette, credit cards, 
 driver's license, etc. 

                      KITTRIDGE
            Passport, visas - you know the drill. 
            We'll work the exfiltration thru Canada, 
            debrief you at Langley.  Throw the Prague 
            police a bone, you know toss them a few 
            suspects.  Follow me? 

                      ETHAN 
            Yeah.  I follow you. 

                      KITTRIDGE 
            We've lost enough agents for one night. 

                      ETHAN 
            You mean I've lost enough agents for one 
            night. 

 KITTRIDGE seems to be at the point of saying one thing, then, 
 carefully: 
    
                      KITTRIDGE 
            You seem hell bent on blaming yourself, 
            Ethan. 

                      ETHAN 
            Who else is left? 

                      KITTRIDGE 
            Yes.  I see your point. 

                      ETHAN 
            Why was there another team? 

                      KITTRIDGE 
            What? 

                      ETHAN 
            Of IMF agents.  At the Embassy.  Tonight. 

                      KITTRIDGE 
            I don't quite follow you. 

                      ETHAN
            Let's see if you can follow me around 
            this room. 
                 (eyes moving around the room) 
            The drunk Russians on the embankment at 7 
            and 8 o'clock...The couple waltzing 
            around me at the Embassy at 9 and 11. 
            The waiter behind Hannah at the top of 
            the staircase - Bowtie, 12 o'clock. The 
            other IMF team.  You're worried about me. 
            Why?

                      KITTRIDGE 
                 (a tight little smile) 
            You're right.  Maybe this'll save some 
            time. 

 The figures around the room have grown restless.  KITTRIDGE 
 tries to indicate that it's okay. He pulls some papers out 
 of his jacket. 

                      KITTRIDGE (CONT'D) 
            For a little over two years now we've 
            been spotting serious blowback in IMF 
            operations.  We have a penetration.  The 
            other day we decoded a message on the 
            Internet from a Czech we know as "Max."

                      ETHAN 
            The arms dealer. 

                      KITTRIDGE 
            That's right.  Max, it seems, has two 
            unique gifts -- a capacity for anonymity
            and for corrupting susceptible agents. 
            This time he's gotten to someone on the 
            inside - he's put himself in a position 
            to buy our NOC list. An operation he 
            referred to as "Job 314".  The job he 
            thought Golitsyn was doing tonight. 

                      ETHAN 
            But the list Golitsyn stole was a decoy. 

                      KITTRIDGE 
            Correct the actual list is safe at 
            Langley.  "Golitsyn" was a lightning rod, 
            one of ours. 

                      ETHAN 
            This whole operation was a molehunt. 

                      KITTRIDGE 
            Yes, the mole's deep inside. And -- like 
            you said.  You survived. 

 ETHAN stares at him levelly. 

                      KITTRIDGE (CONT'D)
            I want to show you something, Ethan. 

 He now shoves the papers across the table.  They're xeroxed 
 copies of a Wisconsin bank account in the name of DONALD and 
 MARGARET ETHAN HUNT.  It shows a balance of $127, 000. 

                      KITTRIDGE (CONT'D) 
            Since your father's death, your family's 
            farm has been in sub-chapter S and now, 
            suddenly, they're flush with over a 
            hundred and twenty grand in the bank. 
            Dad's illness was supposed to have wiped 
            out the bank account -- dying slowly in 
            America after all, can be a very 
            expensive proposition Ethan.  So, why 
            don't we go quietly out of here onto the 
            plane... 

                      ETHAN 
            How about if we just go quietly into the 
            bathroom and I wash your mouth out with 
            soap - you pathetic button down 
            bureaucratic asshole. 

                      KITTRIDGE (CONT'D) 
            Ethan, I can understand you're very 
            upset. 

                      ETHAN 
            Kitteridge, you've never seen me very 
            upset. 

    ETHAN takes something from his jacket pocket.  While 
    KITTRIDGE talks, ETHAN unwraps whatever is in his hand. 

                      KITTRIDGE 
            All right, enough is  enough Hunt. You've 
            bribed, cajoled, killed - and relied on 
            intimate loyalties to get away with it. 
            You're determined to shake hands with the 
            devil and I'm going to make sure you do 
            it in hell. 

 We see what ETHAN holds in his hand -- it's the piece of 
 bubble gum, half red, half green. He squeezes the gum, 
 mushing the two sides together. 

 ETHAN lashes out, swatting KITTRIDGE'S glass of wine off the
 table in one quick motion.  As he does, he hurls the piece of 
 gum. 

 Diners look up, startled at the sound of the breaking wine 
 glass.  KITTRIDGE follows the trajectory of the glass -- 

 -- and sees the piece of gum, stuck to the tank. His eyes 
 widen.  KA BOOM! 

 The tiny piece of plastique explodes, SHATTERING the fish 
 tank.  A hundred gallons of water flow over the MAN and 
 WOMAN, knocking them to the ground. 

 At the same time, ETHAN bolts for the door. 

 EXT. OLD TOWN SQUARE - NIGHT

 ETHAN races out of the restaurant and takes off, into the 
 deserted square. 

 EXT. SAFE HOUSE - ENTRYWAY - NIGHT

 Silence.  ETHAN enters the darkened entry. 

 INT. SAFE HOUSE STAIRWELL - NIGHT

 ETHAN glances up at the stairwell.  Naked light bulbs 
 illuminate the way up.  He slips off his jacket and shirt, 
 then puts his jacket back on. 

 INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT

 ETHAN unscrews a bulb.  He crushes the bulb in his shirt and 
 scatters the glass fragments on the steps.  He climbs to the 
 next bulb. 

 INT. SAFE HOUSE - DOORWAY - NIGHT

 At the now-darkened door to the apartment, there's the soft 
 sound of another bulb being POPPED in cloth, glass fragments 
 dropping and ETHAN'S at the door. 

 INT. SAFE HOUSE - NIGHT 

 In the darkened safe house, ETHAN goes to a vase with 
 flowers, picks it up and unscrews the bottom, retrieving a 
 Sig Sauer automatic. He moves through the rooms, checking 
 them as he goes. 

 INT. SAFE HOUSE BATHROOM - NIGHT

 ETHAN checks the shower, then goes to his shaving kit, 
 pulling out a shaving cream can and a hairspray can.  He 
 unscrews the bottoms, retrieving cash in various 
 denominations from various countries and a couple of 
 passports. 

 As he pockets them, he catches sight of himself in the
 mirror.  He's a mess.  He splashes water on his face. 

 INT. SAFE HOUSE KITCHEN - NIGHT

 ETHAN greedily tears the cap off a bottle of mineral water 
 and proceeds to guzzle it as if he was dying of thirst. 

 INT. SAFE HOUSE - NIGHT

 He comes back into the living room. Still drinking, he 
 notices flickering lights on the other side of the room, the 
 static from the four monitors PHELPS was watching.  One by 
 one, he switches them off. 

 THE LAPTOP 

 JACK had been using lies closed at his abandoned desk.  ETHAN 
 wakes it up. 
    
 The computer emits a DIAL TONE, then STATIC as it hits its 
 connection.  It prompts ETHAN along: 

            SELECT USENET GROUP

 ETHAN TYPES IN 

            job 314

                      ETHAN
            Job.  Job 3:14.  March fourteen.  Job 31 
            March. 

 The computer replies: 

            SEARCHING STRING NOT FOUND

 ETHAN tries again: 

            max.com

 The answer: 

            SEARCH STRING NOT FOUND

 He tries a few more, quickly -- "job," "jobs," "joblist.com," 
 but nothing comes up.  He tries something else -- "scroll 
 usenet groups."  

 The computer scrolls names of bulletin boards at a dizzying 
 speed, by the hundreds.  That's not going anywhere. 

 ETHAN pauses, slaking his bottomless thirst and trying to 
 figure out what permutation of "job 314" he should add to the 
 others on his computer screen.  He MUMBLES. 

                      ETHAN 
            Job three fourteen.  Job --
                 (a realization, 
                 the Biblical pronunciation) 
            It's Job! 

 He rummages around on the desk, checks the bookshelf and 
 finds a Gideon Bible.  He turns to Job 3:14 and reads the 
 Bible passage "Kings and Counsellors..." 

 He thinks for another moment, then punches back into the 
 Internet and under the command "Select Usenet Group" he 
 types: 

            BIBLE

 The computer replies: 

            126 ENTRIES FOUND, SPECIFY GROUP

 ETHAN: 

            BOOK OF JOB

 The computer presents a multi-colored screen of religious 
 icons and artwork with an accompanying message: 

            WELCOME TO THE BOOK OF JOB DISCUSSION 
            GROUP.  WHICH CHAPTER AND VERSE DO 
            YOU WISH TO POST YOUR ENTRY UNDER?

 ETHAN types his answer "Job 3:14" and the screen presents a 
 "stickie" for him to write his message on.  He does: 

                      ETHAN 
            Max -- Goods tainted.  Consider extremely 
            hazardous.  DO NOT USE.  Fate will be 
            that of kings and counsellors who built 
            for themselves palaces now lying in 
            ruins.  Must meet to discuss a.s.a.p. 

 ANGLE

 A rhythmic CRUNCHING sound and from the darkness on the other 
 side of the room, PHELPS staggers toward him, wet and muddy, 
 his middle a hopelessly bloody mess.  He looks like he's 
 dying on his feet.  ETHAN freezes, appalled. 

                      PHELPS
            Ethan, what are you doing? 

 ETHAN tries to speak but nothing will come out. 

                      PHELPS (CONT'D) 
            I needed you, Ethan. 1 needed you on the 
            bridge, and -- you weren't there.  Ethan? 
            Ethan? 

 ETHAN reaches out to grab PHELPS but can't seem to touch him. 
 PHELPS suddenly vanishes into thin air, ETHAN awakens from 
 the dream and finds himself leaping to his feet, gun cocked 
 and pointed at -- 

 ANGLE

 It's CLAIRE. 

                      ETHAN 
            What are you doing here?! 

 CLAIRE freezes, her hands half-raised. 

                      CLAIRE 
                 (carefully) 
            Ethan -- Ethan, it's okay.  It's Claire. 
            Ethan what's wrong with you? 

                      ETHAN 
            Don't move. 

 Her right hand has moved a fraction.  She freezes again. 

                      ETHAN 
            You were in the car! 

                      CLAIRE 
            I wasn't.  I heard that Jim was in 
            trouble on the radio.  He said someone 
            was... 

                      ETHAN 
            Shut up!  I saw you.  You were in the 
            car. 

                      CLAIRE 
            No, I got out of the car and I ran to the
            bridge. 

                      ETHAN 
            Don't give me that!  I was on the bridge. 

                      CLAIRE 
            What happened to Jim? 

                      ETHAN 
            There was nobody on the bridge. 

                      CLAIRE 
            What happened to Jim? 

 Ethan grabs her wrists, shouting. 

                      ETHAN 
            Dead.  Dead.  Dead!  Wake up, Claire! 
            Jim's dead, they're dead.  They're all 
            dead! 

 ETHAN releases her wrists. 

                      CLAIRE 
                 (mumbling) 
            They're dead.  Jim's dead. 

                      ETHAN
            Take off your coat. 

                      CLAIRE 
            What? 

                      ETHAN 
            Take off your God damn coat! 

 He grabs a sleeve and literally tears the coat off her, half- 
 spinning her around.  The coat hits the floor like a dead 
 body.  CLAIRE'S instinctive move is to cover her chest. 

 CLAIRE begins to shiver.  ETHAN circles her, runs his hand 
 cursorily across her body.  It accentuates CLAIRE'S 
 shivering. 

                      ETHAN (CONT'D) 
            Where were you? 

                      CLAIRE 
            I walked away.  He said abort.  He was 
            gone so I walked away. 

                      ETHAN 
            That was four hours ago!  Who sent you? 
            Did they send you here? 

                      CLAIRE 
                 (slowly) 
            Who is "they?" 

                      ETHAN 
            Did they send you...Did they send you? 

                      CLAIRE 
            Who is they, who is they? 

    ETHAN grabs her by the wrists. 

                      ETHAN 
            Who sent you?!  Who sent you? 

                      CLAIRE 
                 (screaming) 
            No one sent me!  We're supposed to be 
            back here at four o'clock, four o'clock, 
            if we abort, we don't return here until 
            four o'clock, 0-four hundred, four am, 
            four o'clock --! 

 She sags.  A moment.  Then the clock begins to chime -- BONG, 
 BONG, BONG, BONG.  In the wake of the bells' reverb, ETHAN 
 releases his grip on her wrists. 

 INT. SAFE HOUSE - LATER THE SAME NIGHT

 ETHAN sits in front of the computer, staring blankly at it, 
 still waiting for a response.  CLAIRE sitting on the end of 
 the bed.  Dawn approaches, it's very, very quiet. 

                      CLAIRE 
            Why haven't they brought us in yet? 

                      ETHAN
            I've been disavowed.  They think I killed 
            Jim and everyone else.  Somehow a hundred 
            thousand dollars found its way into my 
            parents' bank account.  Kittridge assumes 
            I'm a mole they've been tracing and I've 
            been in the employ of an arms dealer, 
            Max, for the last two years, to get him 
            our NOC list. 

 A long moment while she stares at ETHAN's back. 

                      CLAIRE 
            What are you going to do? 

                      ETHAN 
            I'm going to get it for him.  Whoever the 
            mole is, I think goes by the name of Job, 
            at least part of the time. 1 can't find 
            him, but if he knows 1 have the NOC list, 
            he'll find me. 
            
                      CLAIRE 
            Ethan, you're not making sense. Let me 
            go in and talk to Kittridge. I'm going 
            to tell him you had nothing to do... 

                      ETHAN
            Claire, Claire, Claire, if you're not 
            dead, he's going to assume you're with 
            me. 

 The computer blinks and makes a noise - ETHAN goes to it. 

 THE COMPUTER SCREEN

 Blinking -- "MESSAGE WAITING."  ETHAN hurries over and clicks 
 on the message box.  The screen blinks and the message shows 
 up: 

 ?        JOB - CORNER OF NEKAZANKA AND PRlKOPY ONE P.M. 

 ?        BUY A PACKET OF DUNHILL 

 ?        AND ASK THE MAN SITTING ON THE BUS 

 ?        STOP BENCH FOR A MATCH

 CLAIRE looks to ETHAN. 

                      CLAIRE 
            The message is for Job. 

                      ETHAN
            I'm going to answer it. 

 EXT. STREET BY BANK/FLORENC BUS STOP - DAY

 ETHAN arrives at the bus stop outside the Savoy Arcade. A 
 MAN in a black wind-breaker sits on the bench, his back to 
 ETHAN. 

                      ETHAN 
            Excuse me, could I trouble you for a 
            match? 

 Without turning, the MAN offers up a box of matches. As 
 ETHAN takes them, TWO MEN from behind take him by either arm 
 and escort him into a car which has just pulled up. 

 INT. CAR - DAY

 ETHAN slides into the back seat, between the TWO MEN. 
 MATTHIAS, the man on the left, holds up a black hood.  He 
 extends it to ETHAN, who doesn't take it. 

                      MATTHIAS
            Would you remove your hat please? 

                      ETHAN 
            Why? 

                      MATTHIAS 
            You wish to meet Max?  This is the price 
            of admission. 

 Reluctantly, Ethan pulls the hood over his head and the car 
 takes off. 

 INT. MAX'S APARTMENT - DAY

 The black hood still on his head, ETHAN has trouble sitting 
 upright.  He's before a desk, in an apartment somewhere in 
 the city -- it's impossible to tell where, as the blinds are 
 drawn.  The place is roomy and lavishly furnished -- 
 expensive Oriental rugs, well-chosen objects of art. 

 Somewhere down the block, a dog BARKS, steadily, every few 
 seconds. In the hallway outside the apartment door, someone 
 is VACUUMING.  MATTHIAS and the OTHER MAN are nearby. 

                      ETHAN
            I thought I was going to see Max. 

                      MATTHIAS 
            You misunderstood.  No one sees Max. 

                      ETHAN 
            Then what am I doing here? 

                      MATTHIAS 
            Allowing Max to see you and hear what 
            you've got to say. 

                      ETHAN 
            I don't communicate very well through a 
            shroud. 

                      MATTHIAS 
            If Max doesn't like what you have to say, 
            you'll be wearing that shroud 
            indefinitely. 

                      ETHAN 
            I'm willing to take the chance. 

                      MATTHIAS 
            Very well. 

 MAX'S figure into frame.  MATTHIAS removes ETHAN's hood. 
 When it comes off ETHAN finds himself looking up at a tall 
 woman of indeterminate age.  She's handsome to the point of 
 severity. 

                      MAX 
            Who are you and what are you doing here? 
                      
                      ETHAN 
            I need one hundred thousand dollars. 

                      MAX
            Really?  And you thought if you simply 
            showed up I might give it to you? 

                      ETHAN 
            Why not?  You gave Job a hundred and 
            twenty five thousand. 

                      MAX 
            The penny drops.  You are not Job.  Yes, 
            Job is not given to quoting Scripture in 
            his communications. And there was its 
            tone -- aggressive but playful.  Job is 
            not playful.  So you're something of a 
            paradox. 

                      ETHAN 
            That depends. 

                      MAX
            On what? 

                      ETHAN 
            Whether you like a paradox.  I want a 
            hundred and fifty thousand dollars. 

                      MAX
            It's quite out of the question. 

                      ETHAN 
            The disk Job sold you is worthless.  It's 
            bait, part of an internal molehunt. 

                      MAX
            And how might you know that?  Are you 
            another Company man? 

                      ETHAN 
            Like Job? 

                      MAX 
            Ah, but, we're asking about you. 

                      ETHAN
            I'm NOC.  Was.  Now disavowed. 

                      MAX 
            Why, may I ask? 

                      ETHAN
            That's the question I want to ask Job. 

                      MAX 
            I don't know Job any more than he knows 
            me. 

                      ETHAN 
            Even so, I'm sure you could arrange an 
            introduction. 

                      MAX 
            Why should I? 

                      ETHAN 
            Because I can deliver the actual NOC 
            list.  The one you have is not only 
            worthless, it's certain to be equipped 
            with a homing device to pinpoint your 
            exact location. 

                      MAX 
            It's easy to say the disk is worthless 
            when you say I can't look at the 
            information and see if it's worthless. 
            Not a tenable position, sir. 

                      ETHAN 
            Okay, boot it up and in anywhere from 
            thirty seconds to ten minutes you're 
            gonna have Virginia farm boys hopping 
            around you like jackrabbits. 

                      MAX 
                 (Pause.) 
            Mm - Hmmm... 

                      ETHAN
            Tell you what.  How good's the RF scanner 
            you used in the car? 

                      MAX 
            Very good. 

                      ETHAN 
            Okay, use it.  But I suggest pack up 
            first. 

 ANGLE

 MATTHIAS boots up.  There's a little musical noise and the 
 screen brightens.  The computer WHIRS and CLICKS and a 
 complex list of names, addresses, phone numbers and other 
 personal information scrolls by.  But Matthias is watching 
 the digital read-out on the RF scanner. 

                      MATTHIAS 
            Twenty-six, twenty-seven.  So far so 
            good. 

                      MAX 
            That's not so good for you, my friend. 

 On the scanner, the digital read-out is now in the thirties. 

                      MATTHIAS 
            Thirty-two and change. 

                      MAX 
                 (to Ethan) 
            Doesn't mean it's a signal.  Could just 
            be the hard drive heating up. 

 She looks from the scanner to ETHAN as if she's trying to 
 make up her mind about something. 

                      MATTHIAS 
            Forty-four.  Forty-five. 

                      ETHAN 
            I'd say you've got about two minutes. 

 MAX still doubts it. The OTHER MAN goes to the windows -- 

 --nothing happens. He opens the French doors that lead out 
 onto a balcony. 

 EXT. MAX'S APARTMENT - BALCONY - DAY

 The OTHER MAN comes out on the balcony.  Nothing out here but 
 a beautiful day.  He walks to the railing and looks down at 
 the street. 

 Down below, the dog that's still barking is tied to a street 
 sign.  WOOF.  WOOF.  WOOF.  Abruptly, it stops. 

 INT. MAX'S APARTMENT - DAY 

 Back inside: 

                      MATTHIAS
            Fifty-seven. Fifty-nine. 

 EXT. MAX'S APARTMENT

 A pollution control van and a taxi arrive amidst other street 
 activity. KITTRIDGE and the FEMALE CZECH AGENT exit the taxi 
 as BARNES and TWO OTHER UNDERCOVER MALE IMF agents leave the 
 van. 

 INT. MAX'S BUILDING - LOBBY - DAY

 Led by KITTRIDGE, the FIVE IMF AGENTS wearing Kevlar-lined 
 trenchcoats creep through the lobby of the building and hit 
 the stairs. They climb them silently. 

 INT. MAX'S BUILDING HALLWAY - DAY

 A CLEANING WOMAN is vacuuming the hall carpeting when the 
 AGENTS come up the stairs, guns drawn. Her jaw drops and she 
 turns off the vacuum cleaner. 

                      FEMALE IMF 
                 (in czech) 
            Switch it on.  Keep cleaning. 

 KITTRIDGE looks at her sharply and gestures.  She turns the 
 vacuum back on. They reach the door of a certain apartment 
 and -- 

 INT. APARTMENT - DAY

 -- KICK through it.  The AGENTS swarm into MAX'S apartment, 
 guns waving in all directions.  KITTRIDGE sweeps in between 
 them and takes command of the place -- 

 --but there's nobody here.  TWO AGENTS race into the bedroom, 
 and just as quickly out again. 

 EXT. POWDER TOWER - TOP SHOT - DAY

 MAX, ETHAN, MATTHIAS and the OTHER MAN move quickly across 
 the bridge that connects Max's apartment to the tower. 

 EXT. MAX'S APARTMENT BALCONY - DAY

 KITTRIDGE kicks open the door to the balcony, comes outside, 
 and looks around.  Nobody in sight. 

                      KITTRIDGE 
            GOD D- 

 INT. MAX'S CAR - ETHAN AND MAX - DAY 

                      MAX 
            Oh dear, Gunther will never let me use 
            one of his apartments again. 
                 (turns to Ethan) 
            Phew, sorry I doubted you, dear boy. 
            You're a good sport.  Do accept the 
            compliment. 

                      ETHAN 
            Thanks, Max.  Or is it Maxine? 

 INT. CAR - MOVING - DAY 

                      MAX
            I don't have to tell you what a comfort 
            anonymity can be in my profession -- like 
            a warm blanket. 
                 (abruptly) 
            My deal with Job was subject to a 
            successful boot scan.  Obviously it 
            didn't pass muster.  Deal's off. 

                      ETHAN 
            What was your deal with Job? 

                      MAX 
            Six million dollars.  I'll give you the 
            same.  But I want the complete list now, 
            not just Eastern Europe.  I won't do this 
            piecemeal, it's too dangerous.  I want 
            the entire list, the true name of every 
            non-official cover agent throughout the 
            world. 

                      ETHAN 
            Ten million.  Ten million in negotiable 
            U.S. Treasury certificates, in bearer 
            form, coupons attached.  And one more 
            thing -- your personal assurance that Job 
            will be at the exchange. 

                      MAX 
            Done.  Bring it to me in London.  I want 
            it by the end of the week. 

                      ETHAN
            How will you make sure Job will be there? 

                      MAX
            How will you make sure I'll have the list 
            in three days?  It's been a delight.  Now 
            where can I drop you dear boy? 

                      ETHAN 
            I'm not being dropped anywhere without my 
            money. 

 MAX manages to laugh without coughing.  Then, with an 
 admonishing forefinger: 

                      MAX 
            I'm going to have to front you 
            personally.  Don't lose that money 
            without losing your life. 

                      ETHAN 
            I wouldn't dream of it. 

 MAX settles back and regards ETHAN.  A theatrical sigh.  She 
 fancies this guy. 

                                                        CUT TO:

 INT. MAX'S APARTMENT - DAY

 KITTRIDGE waits on the balcony for his AGENTS to complete 
 their search.  HARRY BARNES, a middle-aged, gray suited, 
 somewhat gray-faced bureaucrat, comes to join Kittridge. 

                      KITTRIDGE 
            The man's gone black, Barnes.  He's under 
            until he decides to surface. 

                      BARNES 
            Look we can use someone from the Embassy 
            and we can get the local authorities 
            involved. Close off his transportation. 

                      KITTRIDGE 
            What can we do, Barnes?  Put a guy at the 
            airport?  How many identities do you 
            think Hunt has?  How many times has he 
            slipped past custom, in how many 
            countries?  These guys are trained to be 
            ghosts.  We taught them how to do it, for 
            Christ's sake! 

                      BARNES 
            So what do you suggest? 

                      KITTRIDGE 
            Let's not waste time chasing him.  Make 
            him come to us.  Everybody�s got pressure 
            points.  Find out something that's 
            important to him personally and you 
            squeeze. 

                                                        CUT TO:

 INT. SAFE HOUSE - DAY

 ETHAN enters the living room.  CLAIRE walks out of the 
 bedroom holding a gun. 

 ETHAN reaches into his jacket and holds up a hefty wad of 
 currency. 

                      CLAIRE 
            Max made a deal with you? 

                      ETHAN
            I deliver the NOC list, Max delivers Job. 

                      CLAIRE 
            We've got seventy-five rounds for your 
            Glock 9, but only twenty for the Sig 
            Sauer, one pair of Visco glasses with 
            monitor, plenty of passports. You said 
            it yourself -- if I'm not dead, I'm with 
            you. 

                      ETHAN 
            You're sure about this? 

                      CLAIRE 
            Jim was my husband. I want to know who 
            killed him. ( ALT ) I want to get the son 
            of a bitch who did this. 

                      ETHAN
            We need help, and we don't have time. 
            They have to be local. 

                      CLAIRE 
            What kind of help? 

 INT. SAFE HOUSE - MOMENTS LATER - DAY

 The KY57 crypto phone, a black box with an ordinary phone 
 receiver in the top, THUNKS down on the table. 

 ETHAN plugs the phone cable from his laptop into the back. 
 The green display on top of the KY57 dials a number and makes 
 a computer connection. 

 On the computer, the screen says: 

            I.M.F. PERSONNEL DATABASE 
            ENTER PASSWORD NOW

 ETHAN types a password and the screen asks him for the 

            CATEGORY?

 He types in a single word. 

            DISAVOWED

                                                        DISSOLVE TO:

 INT. TRAIN - STATEROOM - NIGHT
    
 The word "disavowed" dissolves slowly over the stateroom of a 
 high speed train, where the newly assembled IM force has 
 gathered around a table -- KRIEGER, a dangerous-looking 
 Frenchman of forty or so, LUTHER STICKELL, a muscular, soft- 
 spoken American in his mid-thirties.  ETHAN, and CLAIRE. 
 LUTHER regards the others warily. 

                      ETHAN
            Simple game.  Four players. 
                 (points to Krieger) 
            Exfil opens the pocket -- 
                 (and to Luther)
            -- cyber ops lifts the wallet. 

                      KRIEGER 
            Bank? 

                      ETHAN 
            IMF mainframe. 

                      KRIEGER 
                 (after a moment) 
            Where exactly is it? 

                      ETHAN 
            In Langley. 

                      LUTHER 
            In Langley?  The one in Virginia, Langley? 

                      KRIEGER 
            Inside CIA headquarters at Langley. 

 ETHAN nods.  KRIEGER turns to CLAIRE. 

                      KRIEGER (CONT'D) 
            Is he serious? 

                      CLAIRE 
            Always. 

                      KRIEGER 
            If we're going to Virginia, why don't we 
            drop by Fort Knox?  I can fly a 
            helicopter right in through the lobby and  
            set it down inside the vault and it will 
            be a hell of a lot easier than breaking 
            into the God damn CIA. 

                      LUTHER 
            What are we downloading? 

                      ETHAN 
            Information. 

                      LUTHER 
            What kind? 

                      ETHAN 
            Profitable. 

                      CLAIRE 
            Payment on delivery. 

                      LUTHER 
            I don't know.  This I don't know. 

                      ETHAN
            This doesn't sound like the Luther 
            Stickell I've heard of.  What'd they used 
            to call you?  The Net Ranger?  Phineas 
            Phreak?  The only man alive who actually 
            hacked NATO Ghostcom. 

                      LUTHER 
            There was never any physical evidence 
            that I had anything to do with that.. 
            that.. 
                 (correcting himself) 
            With that exceptional piece of work. 

                      ETHAN 
            You don't know what you're missing. This 
            is the Mt. Everest of hacks. 

                      LUTHER 
            You're all kidding yourselves. Even with 
            top of the line crypto.  Cray access. 
            STU 3's -- 

                      CLAIRE 
            Krieger can get it. 
                 (to Krieger) 
            Right? 

                      KRIEGER 
            May take a little time. 

                      ETHAN
            May take a little time. That's not what 
            Claire tells me about you. 

                      LUTHER 
            Thinking Machine laptops, I'm talking 
            about the 686 prototypes -- with the 
            artificial intelligence Risk chip -- 

 ETHAN looks at KRIEGER. 

                      KRIEGER 
            Twenty-four hours. 

 ETHAN looks back at LUTHER.  LUTHER thinks. 

                      LUTHER 
            And I get to keep the equipment when 
            we're done. 

                      ETHAN 
            Luther, I guess you're all out of 
            excuses.

                      LUTHER 
            I can't just hack my way inside.  There's 
            no modem access to the mainframe, it's in 
            a stand-alone.  I'd have to be physically 
            at the terminal. 

                      ETHAN 
            Luther, relax, it's worse than you think. 
            The terminal's in black vault lock-down. 

 INT. CIA CORRIDOR/GUARD STATION - DAY

 While ETHAN talks, we see what he's referring to: 

 A CIA ANALYST carrying a glass of iced tea and several file 
 folders walks down a long corridor in the headquarters 
 building.  He comes to an impressive guard station and rests 
 his chin on a strange-looking optometric device. 

                      ETHAN (V.O.) 
            They missed nothing in that room.  Even 
            the vents have laser nets over them.  

 Apparently the device approves and the ANALYST is buzzed into 
 a "RESTRICTED" area of the building. 

 INT. CIA COMPUTER ANTEROOM - DAY

 The ANALYST reaches a curtained area. He shoves the curtain 
 aside and comes to a large, vaulted door.  He slides a card- 
 key into a slot, leaves it there and slides a second card-key 
 into the slot beneath it. 

                      ETHAN (V.O.)
            Inside, there are three countermeasure 
            systems that can only be deactivated by 
            authorized entry.  Which we won't have. 

 A panel next to the ANALYST says "INTRUSION COUNTERMEASURES 
 OFF."  The ANALYST next spins a three digit combination code, 
 CHUNKS the door open and steps into -- 

 INT. CIA COMPUTER ROOM - DAY

 -- the secured terminal room.  It's not large but it's 
 impressive.  A single terminal is bolted into the middle of 
 the floor and the glass and tile walls of the room overlook 
 computer storage towers. 

                      ETHAN (V.O.) 
            The first system is sound-sensitive, 
            anything above a whisper sets it off. 
            The second system is on the floor and 
            pressure-sensitive --

 The ANALYST closes the vault door behind him and walks across 
 the room.  As he walks, the floor tiles light up under his 
 feet, turning off again when he lifts the weight from them. 

                      ETHAN (V.O.) 
            --and the third detects any increase in 
            temperature.  Even the body heat of an 
            unauthorized person in the room will 
            trigger it. 

 A thermometer on the wall shows the temperature is 72 
 degrees.  The ANALYST sets his glass down, boots up the 
 computer, and starts entering data from the file folders. 

                      ETHAN (V.O.) 
            All three systems are state of the art. 
            
 The ANALYST turns and takes a sip of his iced tea.  A drop of 
 condensation runs down the glass and hits the floor. When it 
 makes contact, the floor panel lights up. 

 INT. TRAIN STATEROOM - NIGHT

 The other team members gathered around the table look at 
 ETHAN skeptically. 

                      LUTHER 
            And you really think we can do this. 

 INT. TRAIN CORRIDOR - NIGHT 

 The middle of the night and the train is dark. The team 
 members come out of the stateroom to go to bed -- KRIEGER 
 heads in one direction, ETHAN and CLAIRE in the other.

 ETHAN stops.  His attention is drawn to the car ahead. There 
 is a window in the door to the car and he looks through it. 

 ETHAN'S P.O.V. THRU WINDOW (INT. BUSINESS CAR - NIGHT)

 Ethan sees the business car, a plush space for busy 
 executives to get some work done on the train. There are 
 laptops, cellular phones, desks that fold out in front of 
 spacious seats. 

 A FEMALE EXECUTIVE, forty or so, is seated at one of the 
 desks, typing away into her laptop. 

 INT. TRAIN - CORRIDOR - NIGHT

 ETHAN knocks on the compartment door. 

                      ETHAN 
            May I come in? 

                      CLAIRE 
                 (wary but interested) 
            Sure... 

 INT. TRAIN - CLAIRE�S COMPARTMENT - NIGHT                              

 ETHAN and CLAIRE enter, ETHAN closing the compartment door. 
 He pulls an envelope from his jacket and holds it out to her. 
 She takes it, waits. 

                      ETHAN 
            It's cash. And a second passport. If 
            anything goes wrong when we're inside, if 
            you sense even the slightest deviation 
            don't look over your shoulder, you walk 
            away - you hear me? Just walk away. 

                      CLAIRE 
            You don't think we're going to make it. 

                      ETHAN 
            I didn't say that. 

                      CLAIRE 
            You didn't have to......... 

                      ETHAN
            I just need you to be safe. 

                      CLAIRE
            What about you? 

                      ETHAN
            What about me - Jim called an abort - I 
            didn't comply.  I lost the team. I just 
            need you to be safe. 

 CLAIRE's coolness causes ETHAN to hesitate just enough to 
 take it in. 

                      CLAIRE 
            I wish I'd never laid eyes on you.. 

 And they're suddenly, violently in each others arms, kissing 
 and half-falling onto the converted bed.  She suddenly 
 resists.  He senses it and pulls away.  

                      ETHAN 
            Sorry. 

 He rises and goes to the door.  He's got his hand on the knob 
 when CLAIRE wraps her arms around him from behind, turns him 
 to her and kisses him, deeply.  This time they sink slowly to 
 the bed. 

                                                        CUT TO:

 EXT. CIA LANGLEY - DAY 

 Seen from the air, CIA headquarters is a sprawling complex, 
 two huge buildings surrounded by acres of parking lots hacked 
 out of a thick forest. 

                      LANGLEY

 INT. COMMUNICATIONS ROOM - DAY 

 KITTRIDGE, BARNES, and their STAFF are hard at work, 
 photographs and biographical data of ETHAN on various 
 computer and television screens around the room.  KITTRIDGE 
 leans back in his chair, staring at the ceiling. 

                      BARNES 
            What I want to know is how Hunt accessed 
            the disavowed file, even after we cut off 
            his authorization code. 

                      AGENT LOWDEN/AGENT 
                      MAREK 
            He may have used Phelps' code. They were 
            friends, and Phelps, was still valid for 
            twenty-four hours.  

                      BARNES 
            If that's the case, we need to implement 
            a system to immediately deactivate an 
            agent's code immediately... 

    KITTRIDGE brings his chair legs down on the floor with a 
    BANG. 

                      KITTRIDGE 
            I can't believe what I'm listening to. 
            Hunt just kicked us in the ass, you guys 
            are standing here trying to figure out 
            what kind of shoes he had on!  I don't
            care how he did it, I want to know why he 
            did it!  Is he recruiting?  For what 
            purpose? 

 From somewhere in the building, an ALARM sounds, not too loud 
 in here. 

                      AGENT PAT/AGENT 
                      LOWDEN 
            Survival. 

 The alarm get louder as it goes off in another part of the 
 building. 

                      KITTRIDGE
            Too short sighted.  This guy's proactive,
            he initiates.  The question is what does 
            he want now and where does he need to get 
            it and Barnes what the hell is that
            noise?! 

 An AGENT is just coming in from the hallway. 

                      AGENT 
            Fire alarm, Gene. 

                      KITTRIDGE 
            Oh, for -- do we have to evacuate? 

                      BARNES
            That's S.O.P.. 

                      KITTRIDGE 
            S.O.P.. 

                                                        CUT TO:

 EXT. VIRGINIA TWO LANE HIGHWAY - DAY

 SIRENS BLARING, three fire trucks race past an inconspicuous 
 gray van parked on the shoulder of a two lane highway. 

 INT. CIA LANGLEY LOBBY - DAY                               

 Three FIREMEN stomp into the main lobby of the CIA 
 headquarters building.  ETHAN and KRIEGER are among them, in 
 firemen's jumpsuits, carrying packs of equipment.  

 ETHAN takes a breath as they cross to the GUARD's desk.  He 
 looks up, above him. 

 Etched into the top of one wall are the words "AND YE SHALL 
 KNOW THE TRUTH AND THE TRUTH SHALL MAKE YOU FREE."

 They reach the GUARD.  ETHAN, who wears Visco glasses, elbows 
 to the front of the group and takes charge. 

                      ETHAN 
                 (to the Guard) 
            We picked up alarms in sectors three, 
            seven, and twelve. 

 The GUARD checks a screen in front of him. 

                      GUARD RICHARD 
            Yeah.  That's what I've got too. 

 The FIREMEN look at each other.  Who is this guy?  But he 
 seems to know what he's talking about, so -- 

                      ETHAN 
                 (to the Guard) 
            What sector's the air conditioning? 

                      GUARD RANDALL 
            Uh -- twenty-one, but there's no alarm in 
            sector twenty-one. 

                      ETHAN 
            I gotta go in there and shut it down! 

                      GUARD RANDALL 
            Nobody goes into any sector where the 
            alarm didn't go off. 

                      ETHAN
            Do you want to blow the fire through the 
            whole building? 

                      GUARD RICHARD 
                 (reciting policy) 
            Nobody goes into any sector where the 
            alarm did not go off --

 EXT. CIA LANGLEY - PARKING AREA - DAY                            

 One fire truck is parked slightly behind the others in the 
 parking area of the headquarters building.  Second truck 
 roars past.  LUTHER watches it go. 

 INT. FIRE TRUCK - DAY

 LUTHER is in the belly of the fire truck with a ton of 
 equipment -- three laptops, a bundle of phone cable, a mini- 
 dish antenna, a cellular phone, several thick phone company 
 manuals with names like "COSMOS" and "SWITCHED ACCESS 
 SERVICE." 

 One laptop serves as a Visco monitor, showing a video image 
 in which LUTHER watches ETHAN'S point of view of the stubborn 
 GUARD, who's finishing his sentence. 
    
                      GUARD 
                 (on screen) 
            --and it did not go off in twenty-one! 

 LUTHER turns to a screen on another computer and searches 
 through a complex facilities menu. 

                      LUTHER 
                 (mouths) 
            Twenty-one, twenty-one --

 He finds what he's looking for and double clicks on it.  A 
 red box on his screen lights up -- 

 INT. CIA LANGLEY - LOBBY - DAY                               

 -- and the same red box lights up on the GUARD'S screen. 
 From in the distance, a new ALARM begins to wail. 

                      GUARD RANDALL 
            Wait!  Hold it - it's on. Let's go. 

                      ETHAN
            Let's move! 

 ETHAN turns and looks at one of the FIREMEN behind them -- 
 it's CLAIRE.  CLAIRE and KRIEGER follow ETHAN/GUARD to 
 corridor. 

 INT. CIA STORAGE ROOM - DAY 

 CLAIRE quickly slips out of her fireman's jumpsuit, revealing 
 a business suit underneath.  She clips an ID tag to her 
 breast pocket.  

 She pulls a piece of paper from her pocket, a computer 
 printout of a man's ID photo.  She stares at the face, 
 studying it. 

 INT. CIA CAFETERIA - DAY 

 CLAIRE, carrying a cup of coffee and a muffin, looks for a 
 spot among the tables in the cafeteria of the headquarters 
 building. 

 She sees a MAN sitting alone, reading a newspaper.  It's the 
 man whose picture she looked at in the storage room.  She 
 sits next to him. 

 He looks up and gives her an acknowledging half smile, then 
 goes back to his paper. 

 He turns to pick up the paper and in the moment he is facing 
 the other way, CLAIRE pulls out a small vial resembling a 
 perfume sampler.  She dumps the clear liquid contents into 
 his coffee.  He turns back and hands her part of the paper. 
 CLAIRE smiles. 

 COFFEE MAN drinks up.  CLAIRE stares at his shoulder 
 strangely.  He notices. 

 She reaches out and flicks something off his shoulder blade. 

 He smiles.  But she hasn't flicked something off his shoulder 
 blade, she's flicked something onto it -- a little piece of 
 shiny gray metallic tape.  CLAIRE leaves the table. COFFEE 
 MAN drinks up and leaves the table. 

 INT. FIRE TRUCK - DAY

 LUTHER stares at another one of his laptops, this one with a 
 blueprint of the inside of the building.  A cursor begins to 
 flash in one of the rooms.  LUTHER smiles. 

                      LUTHER 
            Hi there. 

 INT. CIA CORRIDOR/GUARD STATION - DAY                               

 A GUARD carrying an MP5, a handheld machine gun, leads ETHAN 
 and KRIEGER to a heavy metal door marked SERVICE. 

                      GUARD 
            Air conditioning's through here! 

 They turn a corner, walking directly past -- 

 -- COFFEE MAN, who's coming the other way.  We stay with 
 COFFEE MAN. 

 INT. CIA LANGLEY - CORRIDORS - DAY                            
    
 COFFEE MAN comes out of the cafeteria, walks down the 
 corridor. he goes to the restricted access door, taps the 
 control panel. 

                      CIA ANALYST
            William Donloe. 

 COFFEE MAN (ANALYST) walks past a GUARD desk and peers into 
 an optometric scanner and we suddenly remember where we've 
 seen COFFEE MAN before.  He's the TECHNICIAN who works at the 
 secured computer terminal. 

 INT. CIA - SERVICE AREA - DAY 

 ETHAN and KRIEGER in the service area - preparing.  ETHAN 
 putting the mask in a bag. 

 The GUARD returns. 

                      GUARD 
            Where's the other guy? 

 The GUARD moves towards ETHAN, who kicks back at him, pushing 
 him back to KRIEGER, who zaps the GUARD on the back of the 
 neck.  He twitches and slumps to the ground, unconscious. 
 KRIEGER quickly grabs him around the neck. 

 ETHAN turns.  Holding the GUARD'S head with one hand, KRIEGER 
 pulls a stiletto from the sheath in the back of his belt with 
 the other.  He jabs it toward the base of the GUARD'S skull - 

 -- but ETHAN is on him in a flash.  He grabs KRIEGER's knife 
 arm shoving it up against the wall.  Staring into KRIEGER'S 
 face in warning. 

                      ETHAN 
            Zero body count. 

                      KRIEGER 
                 (a threat) 
            We'll see.  

                      ETHAN
            Time up. 

 ETHAN releases him and walks away. 

 INT. VERTICAL DUCT - DAY 

 The Guard is tied up, lying on the floor of the Service Area 
 Room.  ETHAN and KRIEGER are below the open vent into the 
 duct system. 

 The first climb is straight up.  KRIEGER cups his hands under 
 ETHAN'S foot and lifts him up into the duct as he starts to 
 climb. 

 INT. DUCT - DAY 

 ETHAN and KRIEGER crawl quickly through the ducts, moving 
 horizontally now.  They reach a juncture and turn right. 

                      ETHAN 
            1 - 2 - 3 - Toast, toast.  Luther, I'm 
            going in.  Don't disappoint me...Krieger, 
            from here on in, absolute silence. 

 INT. DUCT - DAY                                             

 ETHAN and KRIEGER reach a ventilator shaft in the duct.  A 
 laser net protects the ventilator, red shafts of light cris- 
 crossing every which way.  ETHAN looks down, through the net. 

 He can see the computer room below and the top of the 
 TECHNICIAN'S head. 

 INT. DUCT - DAY                                              

 In the duct, ETHAN signals to KRIEGER, making a triangle of 
 his hands.  KRIEGER wriggles forward and hands him a multi- 
 sided, pyramid shaped glass object.  

 ETHAN raises the pyramid and intercepts a portion of one of 
 the laser net's beams. The pyramid glows and we realise what 
 it is -- a prism. 

 The laser beam now captive in the prism, ETHAN carefully 
 moves it out of the centre of the ventilator shaft and 
 directs it toward another prism, clearing a path through the 
 shaft. 

 INT. CIA - COMPUTER ROOM - DAY                             

 Up in the ceiling above it, one of the screws starts to move 
 in the ventilator shaft, unscrewing.  When it appears ready 
 to drop out, a thin strip of metal snakes out from between 
 the bars of the shaft and edges up next to the screw. 

 The screw drops out of its hole but it doesn't drop to the 
 floor, it zips over and clings to the side of the metal strip 
 with a gentle CLICK, as to a magnet. 

 The screw is pulled up, through the shaft.  Now the whole 
 shaft moves, down, into the room, held by a hand. 

 It turns sideways and is pulled up, into the duct. 

 A rubber tube snakes down, through the hole, coming to a stop 
 near the thermostat, which says it's seventy-two degrees.  A 
 gentle WHOOSH is audible as frosty air blows through the 
 tube, cooling the room. 

 INT. CIA COMPUTER ROOM - DAY

 The TECHNICIAN defaults the security systems outside the 
 terminal room. 

 INT. CIA - COMPUTER ROOM - DAY

 It is eerily still in the locked-down computer room we saw 
 earlier.  No-one is there, there's not a sound but for the 
 gentle HUM of the computer as it waits to be put to use. 

 Now ETHAN's head descends slowly into the room, his hair 
 falling in front of him. 

 At first it seems he's just poking his head in for a look, 
 but he keeps coming and coming -- first his head, then 
 shoulders, then waist, then knees, and finally we see his 
 ankles and understand.  

 He is lowered to stop in front of the thermometer and 
 temperature read out on the computer.  Suddenly ETHAN is 
 lifted back up quickly to hang at ceiling height above the 
 computer as the ANALYST enters the room. 

 INT. CIA - COMPUTER ROOM - DAY                                  

 The TECHNICIAN crosses to the computer and sits down, a stack 
 of work to his right. 

 INT. CIA COMPUTER ROOM - DAY                                    

 The TECHNICIAN is working away at the computer.  He pauses 
 and wipes some sweat from his forehead. 

 INT. CIA COMPUTER ROOM - DAY                                      

 With a strange look on his face, the TECHNICIAN looks up. 
 It's almost as if he senses ETHAN above him but instead -- 

                      TECHNICIAN 
            Oh, God. 

 -- he vomits.  

 He reaches for the garbage can and upchucks again.  Puzzled, 
 sick and feeling another wave coming on, he drags himself to 
 his feet, hauls himself across the room and leaves. 

 INT. CIA - COMPUTER ANTEROOM - DAY                             

 Even sick, the TECHNICIAN still thinks to re-activate the 
 alarm systems with a card-key.  They HUM back to life 
 efficiently, a light flashing: 

            INTRUSION COUNTERMEASURES ON

 INT. CIA COMPUTER ROOM - DAY                                   

 ETHAN descends again, slowly but steadily, until he is at the 
 same height as the computer terminal to hang horizontally in 
 front of the computer. 

 A heavy velcro strap binds his ankles together, secured by a 
 rope that leads up into the ventilator shaft and through the 
 set of pulleys. 

 INT. DUCT - DAY 

 KRIEGER holds the rope, his jaw clenched, sweat breaking out 
 on his forehead. 

 INT. CIA - COMPUTER ROOM - DAY                               

 Unfortunately, he's three feet away from it.  He stretches 
 his arms but can't reach. 

 He blinks, unable to believe this.  He curls himself into a 
 situp and looks up, into the shaft. 

 INT. DUCT - DAY                                      

 KRIEGER sees the predicament. 

 INT. CIA - COMPUTER ROOM - DAY                               

 ETHAN gestures to him, pointing to the floor.  Slowly, 
 KRIEGER drops him another few feet.  Now ETHAN's lower than 
 the terminal and still three feet away from it. 
    
 He closes his eyes, summoning his strength and does another 
 situp, bringing himself up right in front of the terminal. 

 INT. FIRE TRUCK - DAY                                 

 In the fire truck, LUTHER, who is watching on the Visco 
 monitor, turns his head upside down to get a look at what 
 ETHAN sees. 

 He cups his hands around the microphone of his headset and 
 begins to whisper.  We hear only the moist, airy sound of his 
 breath, not the words. 

                      LUTHER 
            Type this password: AW96B6.  Return.  Go 
            to the files menu, find the NOC list 
            file.  Open "NOC List."  Put your 
            diskette in.  Double click on the NOC 
            list. 

 INT. CIA - COMPUTER ROOM - DAY                               

 ETHAN's ear receiver WHISPERS ever-so-slightly.  He reaches 
 out, to the upside down keyboard, cranes his head to see it
 and starts typing, softly. 

 The computer HUMS, activated.  ETHAN unbuttons his pocket, 
 withdraws a 3.5 disk and slides it gently into the floppy 
 drive. 

 The computer accepts it with a soft WHIR.  ETHAN winces, even 
 that soft sound is deafening in these circumstances.  

 But no alarms go off. 

 INT. FIRE TRUCK - DAY                                          

 LUTHER cranes his head again to see the computer terminal 
 through ETHAN's trembling viewpoint.  He WHISPERS more 
 commands.

                      LUTHER 
            Ok, good!  It's scrolling.  0K, now we're 
            going to download.  Edit menu.  Select 
            "copy to disc".  You're downloading. 
            When it's all green it's done. 

 INT. CIA - COMPUTER ROOM - DAY

 ETHAN types in the contends, presses enter and the screen 
 displays a comforting message: 

            DOWNLOADING

 INT. FIRE TRUCK - DAY                                           

 LUTHER'S eyes widen as he gets his first look, on the Visco 
 monitor, of the specific information they're downloading. 
 The NOC list. 

                      LUTHER 
            Holy mother of God. 

 INT. DUCT - DAY                                                

 KRIEGER shakes with the strain of holding the rope.  His eyes 
 suddenly widen as he sees something next to him. 

 It's a rat.  KRIEGER stares. The rat stares back.  Neither 
 moves.  Puzzled by KRIEGER'S lack of response, the rat crawls 
 forward, inquisitive. 

 KRIEGER's eyes water, his nose twitches.  He's about to 
 sneeze. 

 INT. FIRE TRUCK - DAY                                          

 LUTHER pulls himself together and WHISPERS another command 
 into the microphone. 

                      LUTHER 
            You've done it.  Eject it. 

 INT. CIA - COMPUTER ROOM - DAY                             

 The 3.5 disk is ejected from the floppy drive.  ETHAN pockets 
 it and signals to be raised. 

 Slowly, his body starts to move up.  As it does, a bead of 
 sweat rolls down his nose, balling at the tip. 

 ETHAN ignores it.  But below him, he sees the floor tiles, 
 four of them lit up under the wheels of the chair at the 
 computer terminal.  

 His eyes widen as he realizes something -- 

 --the drop of sweat falls -- 

 --and he catches it with his right hand. 

 INT. CIA - MEN'S - DAY                                    

 CIA ANALYST crosses corridor from restricted access door to 
 bathroom. 

 A toilet FLUSHES, smashing the silence, and the TECHNICIAN 
 staggers out of the bathroom. He goes to the sink and throws 
 some water on his face. He's still unaware of the piece of 
 shiny metallic tape stuck to his shoulder blade. 

 He walks out of the bathroom, crosses corridor to door. 

 INT. FIRE TRUCK - DAY                                       

 On one of LUTHER'S laptops, the blinking cursor starts to 
 move down a corridor.  LUTHER speaks into his microphone. 

                      LUTHER 
            He's rolling.  Get moving! 

 INT. CIA - COMPUTER ROOM - DAY                             

 ETHAN is near the ceiling, but KRIEGER isn't pulling any 
 more.  ETHAN looks up at him, wide-eyed and gestures to pull 
 him up.  KRIEGER shakes his head no. 

 ETHAN gestures -- "WHAT?!" 

 INT. FIRE TRUCK - DAY                                     

 The cursor is halfway across the screen. 

                      LUTHER 
            Get out of there -- get out of there --

 INT. CIA - COMPUTER ROOM - DAY                                

 ETHAN still dangles.  Holding the rope with one hand, KRIEGER 
 holds out his other, demanding something.  He wants the disk. 

 INT. CIA CORRIDOR/GUARD STATION - DAY                             

 The TECHNICIAN makes his way back down the corridor, toward 
 the computer room. 

 INT. FIRE TRUCK - DAY                                          

 The blinking cursor is near the edge of the screen and LUTHER
 is sweating. 

                      LUTHER 
            He's at the vault - get moving!  1 
            yellow, 2 yellows...Toast! 

 INT. CIA - COMPUTER ROOM - DAY                               

 ETHAN, still hanging upside down, has refused.  KRIEGER 
 demands again. 

 INT. CORRIDOR/GUARD STATION - DAY                                

 The TECHNICIAN passes through the optometric scanner. 

 INT. FIRE TRUCK - DAY                                         

                      LUTHER 
            You're not moving!

 INT. CIA - COMPUTER ROOM - DAY                                

 ETHAN is hoisted up. 

 INT. FIRE TRUCK - DAY                                          

                      LUTHER 
            Phew! (to himself) NOC list. 

 INT. CIA - COMPUTER ROOM - DAY                                

 ETHAN has the diskette in his mouth.  KRIEGER leans down and 
 takes it.  He drops the knife. 

                      KRIEGER 
            Merci. 

                      ETHAN 
            We're not outta here yet. 

 INT. CIA - COMPUTER ANTEROOM - DAY 

 The TECHNICIAN deactivates the alarm systems, swings the 
 door open and comes back into the room.  

 He turns to close the door behind him and in so doing just 
 misses seeing ETHAN'S head as it is pulled back up into the 
 ceiling. 

                                                        CUT TO:

 INT. DUCT - DAY                                           

 ETHAN throws smoke cannisters and he and KRIEGER crawl 
 frantically back through the duct, the way they came. 

 INT. CIA LANGLEY - LOBBY - DAY                              

 CLAIRE walks quickly past the GUARDS in the reception area 
 and out of the building. 

 INT. CIA - COMPUTER ROOM - DAY                               

 The TECHNICIAN enters the room and shuts the door.  He sees 
 the knife, picks it up, looks at it and then puts it down. 
 He resumes his work at the computer but when he punches up 
 his program, something prints out on his screen.  Its header: 

            KEYSTROKE LOG -- FILE DOWNLOAD 
                11/18/95 9.58 AM

 And it goes on.  The TECHNICIAN'S eyes widen in disbelief. 
 He spins back in his chair and reaches for the nearest 
 telephone. 

 INT. CIA - COMMUNICATIONS ROOM - DAY                           

 In the communications room, tempers are running a little 
 high.  KITTRIDGE is on his feet, berating his staff. 

                      KITTRIDGE 
            Think, for Christ's sake, you guys are 
            mired in detail, open your minds, it's 
            gotta be staring us in the face!  What 
            does Ethan Hunt want?! 

                      BARNES 
            Same thing he wanted in Prague!  Same 
            thing he's always wanted!  The NOC list! 

                      KITTRIDGE 
            Okay! 

 Now it's coming together in KITTRIDGE'S mind and a horrible 
 thought occurs to him. 

                      KITTRIDGE (CONT'D) 
            And where is the list vulnerable? 

 There is nervous silence for a moment.  Behind KITTRIDGE, on 
 the other side of the room, the phone starts to ring. 

 An AGENT gets up to answer it as a creeping fear pervades the 
 room. 

                      KITTRIDGE (CONT'D) 
                 (joking) 
            Other than here. 

 Nervous laughter goes around the table.  It fades.  On the 
 other side of the room, the AGENT who answered the phone 
 turns, receiver in hand, face ashen. 

 He holds the phone out to KITTRIDGE, terrified, the bearer of 
 extremely bad news. 

 They all turn slowly and look at him.  He holds the phone out 
 to KITTRIDGE, shaking slightly. 

                      AGENT 
            It's for you. 

                      KITTRIDGE 
            Kittridge, yup? 

                                                        CUT TO:

 EXT. VIRGINIA ROAD - DAY                                   

 It may be a HUMAN SCREAM or it may be a SIREN'S WAIL but it 
 echoes over the forest as a lone fire truck ROARS away from 
 the headquarters building, making its escape. 

 INT. FIRE TRUCK - MOVING - DAY                                

 LUTHER, KRIEGER, CLAIRE and ETHAN, the victorious team, are 
 in the truck's cab.  They exchange looks of massive relief. 
 But no one speaks.  LUTHER, in particular, looks heavily 
 troubled by what they've just done. 

 ETHAN looks at CLAIRE, who is jammed into the seat next to 
 him.  She drops her head on his shoulder, exhausted. 

 KRIEGER, in the driver's seat literally and figuratively. 

 ETHAN just looks straight ahead and to CLAIRE. 

                                                        CUT TO:

 INT. COMMUNICATIONS ROOM - DAY                           

 The TECHNICIAN who discovered the theft of the list sits at 
 one end of the now-empty conference table in the 
 communications room.  KITTRIDGE sits in a chair beside, 
 staring gravely at him. 

 He gets up and walks to the door, where HARRY BARNES hovers. 
 KITTRIDGE lowers his voice, it's barely audible. 

                      KITTRIDGE (CONT'D) 
                 (to Barnes) 
            You and I know about this -- and that's 
            where it stops.  Understand?  It never happened. 

                      BARNES 
            What about him...? 

 He gestures to the TECHNICIAN, who watches them anxiously. 

                      KITTRIDGE 
            I want him manning a radar tower in 
            Alaska by the end of the day.  Just mail 
            him his clothes. 

 He leaves.  Barnes turns to the TECHNICIAN, who looks up at 
 him anxiously. 

                                                        CUT TO:

 EXT. LONDON - NIGHT                                       

 Night. This street is a row of nondescript hotels, one after 
 the other, with anonymous names like "Hotel Pomeroy," "Hotel 
 Vincent," and "Hotel Berridge." 

                      LONDON 

 INT. LONDON SAFE HOUSE - NIGHT                            

 This barely furnished flat is as nondescript as the row of 
 buildings it's in.  ETHAN hurriedly digs through an overnight 
 bag until he finds what he's looking for -- the now-battered 
 bible he's used to contact Max.  He flips through the pages 
 and crosses the room to his laptop, which is powered up and 
 waiting on the tiny desk. 

 LUTHER, alone in a chair across the room. is seriously 
 preoccupied.  KRIEGER is sprawled-on a ratty sofa, hoisting a 
 lager and watching CNN. 

 CLAIRE is at the window staring out, anxious. 

 KRIEGER glances over the back of the sofa at ETHAN. 

                      KRIEGER 
            You contacting your buyer? 
                 (no answer) 
            Ethan? 

 From the desk, ETHAN glances up.  Then goes back to the 
 computer.  KRIEGER continues to glare over the sofa back. 

                      KRIEGER (CONT'D) 
            Ethan?  Oh, 'scuse me Mr. Hunt? 

 ETHAN ignores him, working.  His computer jams with static as 
 it connects to a BBS.  The screen blinks and displays the 
 familiar Bible group service through which he's contacted 
 Max.  When it asks him which chapter and verse for the 
 posting, ETHAN flicks through the Bible, looking for the next 
 code.  He  begins to type. 

            MAX -- Now might be an excellent time 
            to interpret Scripture face to face. 
            Meet on TGV, noon tomorrow.  Take 
            seat 27.  Bring our mutual friend 
            Job.

 KRIEGER suddenly appears over his shoulder and knocks bible 
 out of Ethan's hands to the floor. 

                      KRIEGER 
            You're not going to any meeting without me. 

                      ETHAN 
            My contact is extremely shy. 

 He goes back to the computer, his finger hovering over the 
 "ENTER" button. 

 LUTHER and CLAIRE watch this growing conflict closely. ETHAN 
 sighs and stands up.  KRIEGER pulls out the blue disk he took 
 from ETHAN in the computer room and waves it in front of him. 

                      KRIEGER 
            I don't think you're in any position to 
            give orders, do you?  Not while I'm 
            holding this. 

                      CLAIRE 
            Krieger. 

                      KRIEGER 
            Stay out of this. 
            OR 
            Lachez - moi 
            OR  
            T'agueue 

                      ETHAN 
            Don't you mean this? 

 He reaches into his briefcase and pulls out an identical 
 disk.  He puts it back in his jacket pocket. 

 KRIEGER stares for a second. 

                      KRIEGER
            That's not it.  That's not the list. 

                      ETHAN 
            What's the matter, you don't know this 
            trick? 

 He holds the jacket pocket wide open, for KRIEGER to look 
 into.  KRIEGER does.  The pocket is empty. 

                      ETHAN (CONT'D) 
                 (mock surprise) 
            Where did it go?!  It's GONE! 

 ETHAN walks over to CLAIRE, reaches into the pocket of the 
 trousers she's wearing and pulls out the disk. 

                      ETHAN (CONT'D) 
            But not too far! 

 He palms the disk in his right hand. 

                      ETHAN (CONT'D) 
            I know what you're thinking, Krieger. 
            You're thinking, back in the computer 
            room -- I was up here -- he was down 
            there -- .  He was carrying two discs. 

 While he talks, he rotates his hand, palm away from KRIEGER. 
 When he rotates it back, the disk is gone again.  He holds up 
 his left hand.  It's there now. 

                      ETHAN (CONT'D) 
            So hard to keep track of these things. 

 ETHAN shows his hands -- now both are empty. 

                      KRIEGER 
                 (fuming) 
            Where is it? 

 ETHAN pats his pockets, pretending to be frantic. 

                      ETHAN 
            I thought you had it!  Do you actually 
            think I'd let you have the NOC list? 

 KRIEGER just stares at him, shaken.  CLAIRE laughs.  KRIEGER 
 looks at her.  He turns completely red.  When he looks back 
 at ETHAN, ETHAN holds two disks -- one in each hand. 

                      KRIEGER 
            Try any sleight-of-hand with my money and 
            I�ll cut your throat. 

 He tosses his worthless disk into the trash can and storms 
 out, SLAMMING the door behind him.  ETHAN picks up the Bible 
 and sees Drake Hotel. 

                      CLAIRE 
            I'm so sorry.  Krieger was my call.  I've 
            never worked with him.  I'm sorry, Ethan. 

                      ETHAN 
            We did what we had to do. 

                      CLAIRE 
            I'm going to try and get some sleep. 

 She leaves, closing the door behind her, leaving ETHAN and 
 LUTHER alone. 

 ANGLE                                                      

 ETHAN waits a moment, then casually walks to the trash can, 
 picks up the disk KRIEGER threw out and brushes it off 
 carefully. 

 He replaces it, in the trash, with the blue disk from his 
 jacket pocket. 

                      LUTHER 
            Krieger did have the NOC list. 

                      ETHAN 
            Now I want you to hold onto it. 

                      LUTHER 
            What makes you trust me? 

                      ETHAN 
            Because if you knew what you were getting 
            into, you never would have done it. 

                      LUTHER 
            I'm not letting this list get out in the 
            open. 

                      ETHAN 
            Exactly, that's your job.  Tomorrow on 
            the train, you can't let this list get 
            out into the open.  What's the range of 
            this thing? 

                      LUTHER 
            It's hard to tell.  I'm gonna have to be 
            close. 

                      ETHAN 
            I'll get you close. 

 Claire opens the door. 

                      CLAIRE 
            Ethan I need to talk to you. 

 ETHAN follows CLAIRE into her room where she shows him the 
 television screen. 

 INSERT - SCREEN 

 On the screen, an anchor in the CNN news center. 

                      ANCHOR 
            The unlikely setting...a farm in the 
            heartland of America...the State of 
            Wisconsin, where federal agents claim to 
            have broken the brain trust behind an 
            international drug ring.  For a report we 
            go live now to CNN correspondent (Joe 
            Jones) in the state capitol, Madison. 
            (Joe)...? 

 CNN reporter speaks to camera, on the steps of a courthouse. 

                      REPORTER 
            Authorities have identified the couple as 
            Margaret Ethan Hunt and Donald Hunt. 

 BACK TO SCENE 

 ETHAN looks.  CLAIRE behind him. 

 INSERT - SCREEN 

 An OLDER COUPLE, mid-sixties, exit the doors and are led down 
 the steps of the courthouse in shackles.  The Reporter and 
 other news crews race up to the door. 

                      REPORTER 
            Here they are now. 

 Camera follows the couple downstairs.  Police roughly pull 
 them away from the news crews. 

 BACK TO SCENE

 INSERT - SCREEN                                                 

                      REPORTER 
            They were apprehended this morning by the 
            DEA in a major sting operation for the 
            illegal manufacture of the drug 
            methcathinone, known on the street as 
            "cat". 

 BACK TO SCENE                                                   

 ETHAN 

 INSERT - SCREEN                                                   

                      VOICE (O.S.) 
            Similar to methamphetamines, cat is seen 
            by officials as one of the most powerful 
            and dangerous drugs in the world.  Some 
            thirty-four cat labs have been seized so 
            far, but the recently widowed Mrs. Hunt 
            and her brother-in-law are believed to be 
            involved in a global drug distribution 
            network. 

 A public official exits the building.  The reporter and other 
 news crews charge up to him. 

                      REPORTER 
            Mr. Fairchild, agent Fairchild, a comment 
            please. 

 The image on the television changes to an interview with a 
 PUBLIC OFFICIAL who faces a bank of microphones. 

                      PUBLIC OFFICIAL 
            I think it's sad, really.  Farmers, 
            unless they're a conglomerate, are always 
            operating on a paper-thin margin.  I'm 
            afraid what we have here is a case of a 
            naive and lonely widow with a lot of 
            financial problems who chose to make 
            money through illegal means. 

                      REPORTER 
            That was John Fairchild, the DEA agent in 
            charge of this investigation.  Officials 
            tell me that international law 
            enforcement agents are expected to arrive 
            here later today to question the Hunts. 
            This is Joe Jones, CNN, Love in Madison, 
            Wisconsin. 

 BACK TO SCENE                                               

                      ETHAN 
            Kittridge... 

                      CLAIRE 
            Bastard! 

 ETHAN switches TV off and paces away from it.  His anger 
 erupts and he kicks the old filing cabinets, then picks up a 
 chair and throws it across the room so it smashes into the 
 wall.  CLAIRE tries to get hold of him, but he shakes her 
 away. 

                      ETHAN 
            Don't...don't touch me... 

 CAMERA SWING PANS between them. 

                      CLAIRE 
            What are you going to do? 

                      ETHAN 
                 (turns to her and gestures at TV) 
            He's expecting my call. 
                 (strides to door) 
            I'm going to the station... 
                 (o/s at door) 
            And I'm going to call him. 

 EXT. LONDON SAFE HOUSE - RAIN - NIGHT                           

 ETHAN comes out from a side street by Liverpool Street 
 Underground Station and crosses the road to the main station. 
 CLAIRE watches him from the window. 

 INT. LONDON TERMINUS RAILWAY STATION - NIGHT                        

 ETHAN hurries down escalator.  CAMERA MOVES IN on him.  He 
 crosses to the TELEPHONE BOXES. He starts to dial a number. 

                                                        CUT TO:

 INT. CIA - COMMUNICATIONS ROOM - NIGHT                             

 A light flashes and a phone BUZZES.  KITTRIDGE in shirt and 
 tie, picks up.  BARNES and several other AGENTS are 
 monitoring newscasts and engaged in various activities 
 related to the Hunt case. 

                      KITTRIDGE 
                 (picking up) 
            Kittridge. 

                      ETHAN (O.S.) 
            I see you've been out visiting the folks. 

                      KITTRIDGE 
                 (covers receiver) 
            It's Hunt.  What do you need for a 
            pinpoint? 
                 (to Ethan) 
            Been watching a little T.V., have you? 

 One of the technicians frantically scratches something on a 
 piece of foolscap and waves it at KITTRIDGE:  "80 SECONDS". 

 KITTRIDGE nods. 

 EXT. PHONE BOX - LONDON - NIGHT                             

                      ETHAN
            Hauling Mom off to jail in shackles was 
            an especially nice touch. 

 INT. CIA - COMMUNICATIONS ROOM - NIGHT                           

 At the console, the number 44 flashes on the TECHNICIAN'S 
 screen. 

                      TECHNICIAN 
            He's in England. 

 BARNES scratches England and 22 seconds on foolscap and waves 
 it. 

                      KITTRIDGE 
                 (covering receiver) 
            Get MI5. 

 The TECHNICIAN opens another line on his console and begins 
 patching through to Whitehall. 

                      KITTRIDGE 
            Ethan, I want to reassure you that my 
            first order of business after you come in 
            is to get these ridiculous charges 
            against your family dropped and 
            eliminated completely from their files. 
            Come in now, we can plea down the charges 
            against you as well. 

 The wall clock is thirty seconds and counting down.  The 
 TECHNICIAN is frantically signalling KITTRIDGE to keep 
 talking.  KITTRIDGE is momentarily stuck.  Fortunately: 

                      ETHAN (O.S.) 
            Can I ask you something, Kittridge? 
            
                      KITTRIDGE 
            Certainly Ethan. 

 INT. PHONE BOX - LONDON - NIGHT                             

                      ETHAN 
            If you're dealing with someone who's 
            crushed, stabbed, shot and detonated five 
            members of his own IMF team, how 
            devastated do you think you're going to 
            make him by marching Ma and Uncle Donald 
            down to the county courthouse? 

 INT. CIA - COMMUNICATIONS ROOM - NIGHT                            

                      KITTRIDGE 
            I don't know, Ethan. Suppose you tell me? 

 Click.  ETHAN has hung up.  KITTRIDGE looks hopefully to the 
 TECHNICIAN who says: 

                      BARNES 
            Lost him.  We needed three more seconds. 

 Surprisingly KITTRIDGE is not as upset as he is puzzled. 

                      KITTRIDGE 
            He wanted us to know he was in London. 

 Clearly that's the question that KITTRIDGE is turning over in 
 his mind and he doesn't have a simple answer to it. 

                                                        CUT TO:

 EXT. PHONE BOX - LONDON - NIGHT                           

 Close Digital clock.  It reads 23.59.  Angle widens to show 
 ETHAN looking at it with grim satisfaction.  He opens the 
 door of the phone booth and almost SMACKS right into -- 

 --the pale, weary, ghostlike figure of a man standing just 
 inches in front of him.  Startled, ETHAN looks up, but what 
 he sees shakes him to the core. 

 The man is JIM PHELPS. 

 ETHAN SHOUTS and almost falls back into the phone booth. 
 PHELPS leans against the door of the booth and smiles weakly. 

                      PHELPS 
            You're a hard man to catch up with. 
            
 PHELPS falls towards ETHAN.  ETHAN tries to speak, but can't 
 even form words. 

 INT - RAILWAY STATION CAFE (DAY) 

 ETHAN and PHELPS opposite one another in a booth, PHELPS 
 looking clammy and listing to one side.  But the banter 
 seems friendly and very quick - two friends and close 
 colleagues able to follow one another's reasoning easily, 
 finishing each other's sentences: 

                      PHELPS
            ..the next day I managed to drag myself 
            to the safe house, must've just missed 
            you..anyway, I checked our aliases.

                      ETHAN
            - and picked us up in the States -

                      PHELPS 
            - but you left before I could get there 
            and I could check just so many places.. 

                      ETHAN 
            Yeah, smaller countries don't computerize 
            customs records - 

                      PHELPS 
            - so I watched Europe. Once you showed 
            up in England..it was easy. 

                      ETHAN 
            You knew I liked the rentals at Liverpool 
            Street. 

                      PHELPS 
            Hey, I showed 'em to you! 

                      ETHAN 
            I remember.. 

 PHELPS smiles warmly, has to steady himself to maintain an 
 upright position.  He opens a medicine bottle and takes the 
 pain killers. 

                      ETHAN 
            Jim, who do you think you're kidding?  A 
            doctor's gotta look at that.  You can't 
            sit up straight. 

                      PHELPS 
            I can sit up straight.  I just can't..sit 
            up straight very well.  It's not 
            important!  I saw who shot me.  Ethan, I 
            saw the mole.  It was Kittridge. 
                 (a fist into the table) 
            Kittridge! 

 PHELPS grips the sides of the table. 

                      ETHAN 
            Kitteridge.  Oh my god!  Kittridge is the 
            mole? 

                      PHELPS 
            Yeah. 

                      ETHAN 
            How did Kittridge do it?.. 

 EXT. CHARLES BRIDGE - FLASHBACK - NIGHT                           

 A reprise of PHELPS'S narrative only now ETHAN'S telling it 
 and camera is showing the events as ETHAN sees they actually 
 happened. 

                      ETHAN VO 
            - first he took care of Jack in the 
            elevator - 
    
 At the Embassy PHELPS sends the elevator to the top of the 
 building, watching it go and crush Kiefer. 

                      ETHAN VO 
            - he shot you on the bridge - 

 On the Charles bridge PHELPS using the Visco glasses aims the 
 gun toward them, fires, cants the glasses and tosses them 
 into the Vltava River. 

                      ETHAN VO 
            - he must have had back up take out 
            Golitsyn and Sarah at the fence.. 

 There on the embankment, in the night and fog, it is KRIEGER 
 who takes out GOLITSYN and SARAH thru the fence.. 

                      ETHAN VO 
            How did he do Hannah? 

 Here it is CLAIRE with back to camera who presses the 
 detonator and turns dreamily to face it, the explosion 
 brilliant behind her... 

                      ETHAN VO 
            No.  No.  He could've taken out Hannah 
            himself. 

 PHELPS presses the remote detonator and the car blows.. 

 OVER SHOULDER - PHELPS (INT. RAILWAY CAFE)

 ETHAN looking intently at him.

                      ETHAN
            Why, Jim?  Why?

 Awkward moment.

                      PHELPS
            ..when you think about it, Ethan, it was
            inevitable..no more Cold War.  No more
            secrets you keep from everyone but
            yourself, operations you answer to no one
            but yourself.  Then one morning you wake
            up and find out the President of the
            United States is running the country -
            without your permission.  The son-of-a-
            bitch!  How dare he?  You realize it�s
            over, you�re an obsolete piece of
            hardware not worth upgrading, you�ve got
            a lousy marriage and sixty-two grand a 
            year.  Kittridge, we�ll go after that no
            good son-of-a-bitch, big time!

                      ETHAN
            We don�t have to, Jim.  He�ll come after
            us.

                      PHELPS
            What�s going to make him do that?

                      ETHAN
            What he didn�t get in Prague.  The NOC
            list.

                      PHELPS
            Jesus, Ethan.  Good for you.

                      ETHAN
            A meeting tomorrow on the TGV, enroute to
            Paris.

                      PHELPS
            Tight security.  No guns.  Real plus.

                      ETHAN
            If I supposedly deliver the NOC list to
            Max, Max has agreed to deliver Job to me.
            I�ll have Claire and Luther Stickell with
            me on the train.  Marcel Krieger will
            have helicopter transport waiting in
            Paris.

 PHELPS looks away.  Seems badly shaken.

                      ETHAN
            Jim...?

                      PHELPS
            I was sitting in a cafe waiting for you
            and suddenly there she was, standing in
            the rain just outside the safe
            house..alive and beautiful..and thinking
            I�m dead and gone.  God knows what she�s
            had to do forget about me to keep going
            and get the job done, I..

 PHELPS breaks off abruptly.  Apparently some inner struggle
 over this threatens to overwhelm him.  Then, controlling it:

                      PHELPS
            - no.  She can�t know about me.  No one
            can.  Not til this is over.  There�s too
            much at stake, Ethan.

                      ETHAN
            You�re probably right.

                      PHELPS
            I usually am.

                      ETHAN
            Once we leave the safehouse, get in there
            and crash.  I�ll call you from Paris.

                      PHELPS
            You got it.

                      ETHAN
            And get a doctor.

                      PHELPS
            Good luck.

 INT. LONDON SAFE HOUSE - CLAIRE�S ROOM - NIGHT

 The door to CLAIRE'S room in the safe house opens, throwing a
 shaft of light over her form.  ETHAN creeps in and closes the
 door behind him.

 It is approximately one a.m. .  CLAIRE is huddled in the
 corner.  ETHAN enters and stands looking at her.

                      CLAIRE
            What happened?

                      ETHAN
              (walks towards her)
            I sent the message to Max.  We�re on for
            tomorrow.

                      CLAIRE
            Okay...

                      ETHAN 
              (he steps towards her, stops)
            Is this the only way?

                      CLAIRE
            Yes.......come here....viens pres moi...

 She draws him down by his hand to kiss her.

 He kisses her again, more fully.  She wraps an arm around him
 and he holds onto the kiss.  The room appears to revolve
 around them.

                                                        CUT TO:

 EXT. PRIVATE HELIPAD - DAY

 Suddenly it�s bright, broad daylight, so bright it hurts our
 eyes.

 KITTRIDGE and BARNES step off a military helicopter, blinking
 at the sunlight and hurry down the steps.

 TWO AGENTS immediately flank KITTRIDGE at the bottom and fall
 into step alongside, ready to brief him.  One of them holds
 out a small package with "for Job" written on it.

 KITTRIDGE looks at him.  He rips it open.  A note inside
 simply says:

                  TGV.  LONDON TERMINUS
                          Noon.

 KITTRIDGE looks at his watch.  It�s ten to twelve.

 As he reads the note, something else falls out of the
 envelope and CLUNKS to the ground.

 He bends over, picks it up, and looks at it.  Cradled in his
 hand, we can�t see what it is.  But to him, it�s very
 interesting.

 He steps up his pace, headed for the car.

                      KITTRIDGE
                 (to the Agent) 
            How long to the London Terminus?

                      AGENT
            Twenty, twenty-five minutes.

                      KITTRIDGE
            You�ve got ten.  Move!

 INT. WATERLOO STATION PLATFORM - DAY

 The sleek front power car, looking like the nose of an SST,
 gets its 25,000 volt charge from the overhead catenary.

 The rear power car gets its jolt.

 The TGV starts to move, pulling out of the station.

 INT. BUSINESS CAR - MOVING - DAY

 The business car is similar to the one ETHAN saw on the first
 train they look across Europe.  It�s crowded, maybe THIRTY
 MEN and WOMEN in suits, most of them already immersed in work
 on their laptops or talking on their cellular phones.

 One such woman is MAX in her seat, number 27.  MATTHIAS and
 the OTHER MAN, last seen dropping off ETHAN in Prague, sit
 across from her, her laptop is on the table next to her, in
 her briefcase.

                      MAX
            How long until we reach the Chunnel?

                      MATTHIAS
            Twenty minutes.

 INT. REAR CAR - MOVING - DAY

 A MAN puts a cellular phone and a radio/cassette machine on
 the bunk-bed.  We only see his hands as he proceeds to take
 the parts of a pistol out of the cassette machine and
 assemble a wicked-looking pistol from the seemingly innocuous
 electrical parts inside.

 INT. BUSINESS CAR - MOVING - DAY

 MAX is reading the Financial Times.  MATTHIAS is looking out
 of the window.  A cellular phone rings inside MAX�s briefcase
 in front of MATTHIAS.  MATTHIAS takes the phone out.

                      MATTHIAS
            Yes...
                 (holds phone out for Max)
            It�s him.

                      MAX
                 (into phone) 
            This wasn�t what we discussed.

                      ETHAN (O.S.)
                 (on phone) 
            My apologies Max.  Couldn�t be helped.
            There�s a piece of black cloth under your
            seat.  Tear it away and you�ll find the
            disk.

 MAX reaches down and does as instructed, finding the computer
 disk as promised.  She hands it to Matthias who strips off
 the velcro covering and slots it into the drive next to the
 computer in the briefcase.  He boots it up quickly and turns
 the briefcase containing the computer toward MAX for her to
 see.

 One half of the screen, with the heading "CRYPTONYM AND
 OPERATIONAL SPECS" is already jammed with information.  The
 blank second half of the screen acquires the title "TRUE
 NAME," and information starts filling itself in rapidly --
 names, addresses, identities.

 As the two sides match up, a legend flashes:

            IDENTITY MATCH

                      MAX
                 (back into phone) 
            Ha, dear boy!  I do hope this doesn�t
            prelude a meeting in private.

                      ETHAN (O.S.)
            It doesn�t, dear girl.  as long as you
            tell me where the money is.

                      MAX
            The possibility alone is worth ten
            million.  Baggage car, rack 3.  Silver
            briefcase.  Combination 314.

                      ETHAN (O.S.)
            What about Job?

                      MAX
            I wouldn�t worry about him.  Once you�ve
            got the money -- he�ll find you.

 INT. BUSINESS CAR - MOVING (ANOTHER ANGLE)

 LUTHER, three rows behind in another seat, is at work on a
 laptop of his own.  A mobile Nokia phone is beside it - red
 light flashing.

 INT. SECOND CLASS CAR - MOVING (ANOTHER ANGLE) - DAY

 KITTRIDGE and BARNES move through the second class car.  They
 turn around and start working their way back again.

 At the front, CLAIRE is getting desperate.  A LARGE MAN
 passes through the door behind her.

 The LARGE MAN continues back, nearing KITTRIDGE and BARNES,
 who are forced to step into empty seats on the side in order
 to make room for him to pass.  As they move by him, their
 vision is momentarily blocked --

 -- and CLAIRE gets up to follow.

 She follows to the rear of the car and she passes through the
 door and out of the car, after KITTRIDGE and BARNES talk in
 doorway.

                      BARNES
            Only four more cars.

                      KITTRIDGE
            And if we don�t find him - we�ll search
            the whole train again.

                      BARNES
            What�s Hunt doing on the TGV?

                      KITTRIDGE
            High speed train.  No-one gets on.  No-
            one gets off.  High security.  Good place
            for a pass off to Max.

                      BARNES
            But why tell us?

                      KITTRIDGE
            He�s putting on a show, Barnes.

                      BARNES
            What kind of show.

                      KITTRIDGE
            I don�t know.
                 (looks at his wrist monitor)
            It didn�t say on the tickets.

 KITTRIDGE and BARNES go off back through the next coach.
 CLAIRE follows into the same doorway and stops to speak into
 her wristwatch to ETHAN:

                      CLAIRE
            Ethan...Kittridge is on the train.

                      ETHAN
            Kittridge is Job.  Max delivered.  How
            far is he from Luther?

                      CLAIRE
            Two cars.  Where are you?

                      ETHAN
            You are my eyes.  Stay with him.

 She moves onto the next coach, going after KITTRIDGE and
 BARNES.

 INT. BUSINESS CAR - MOVING - (MAX) - DAY

 On her computer screen in the business car, an ominous
 message flashes.

            LIST COMPLETE

 MAX dials a number on her cellular phone. She is calling Job.

                      MAX
                 (into phone)
            He�s in the baggage car.

                      PHELPS (O/S)
                 (assembling gun in sleeping
                 compartment)
            I�ll be there.

 MAX hangs up and hands the phone to MATTHIAS who slots it
 into the briefcase next to the computer.  He dials a number
 on the keyboard and pushes send.  The computer emits a DIAL
 TONE.  Her computer flashes a message.

            MODEM DENIED

                      MAX
            What�s the problem.

                      MATTHIAS
            Connection denied.

                      MAX
            Try it again.

                      MATTHIAS
            It�s not working.

                      MAX
            Is something wrong with the phone?
              (Pause as he tries the phone)
            Well is something wrong with the
            batteries?

                      MATTHIAS
            I always check the batteries.

                      MAX
            Run it through from the top.

 INT. REAR CAR (SLEEPING COMPARTMENT) - MOVING - DAY

 The MAN assembling the gun CLICKS the last piece, the
 silencer, into place.

 INT. CAR (NEXT TO MAX�S CAR) - MOVING - DAY

 KITTRIDGE and BARNES looking - stop in doorway.

                      BARNES
            Nothing but civilians, Gene.

                      KITTRIDGE
            This is bullshit - we don�t even know
            what Max looks like.

                      BARNES
            Maybe we don�t have to know what he looks
            like.  If he�s got that list, he�s going
            to want to check it.  We should be
            looking for laptops.

                      KITTRIDGE
            Good idea.

 INT. BUSINESS CAR - (LUTHER) - MOVING - DAY

 LUTHER sees them coming.  He smacks the laptop shut and
 positions his jamming phone on the table to point at Max�s
 computer.  He gets up, taking his computer with him, headed
 for the rear of the car.  A WAITER sees the phone and goes
 after LUTHER with it.

                      WAITER
            Excuse me, Sir, your telephone...

 OTHER PASSENGERS� phones nearby go haywire.  LUTHER looks to
 MAX.  Exits car.

 INT. BUSINESS CAR - MOVING - (MAX) - DAY

 Her dial tone finally hits the static of a computer
 connection and the message on her screen changes:

            TRANSFER IN PROGRESS

                      MATTHIAS
            It�s working.

                      MAX
            Phew!  We�ve got five minutes...

 INT. BUSINESS CAR - MOVING - DAY

 LUTHER shuts himself in the bathroom.  The OTHER MAN follows
 him, tries the door and waits his moment.  The OTHER MAN
 bangs against the door.  LUTHER braces himself against the
 door.

 INT. ANOTHER CAR - MOVING - DAY

 CLAIRE walking through.  She pauses to listen in her
 earpiece.

                      ETHAN (O/S)
            I�ve got the money.  Meet me in the
            baggage car.

 She walks on.

 INT. BUSINESS CAR - MOVING - DAY

 KITTRIDGE and BARNES are looking at the people in the
 Business Car behind MAX.  CLAIRE passes them by heading for
 the last executive coach to get to Club and Baggage Car.  She
 passes the OTHER MAN at the bathroom door.  He follows her.

                      KITTRIDGE
            Get this door open.

 KITTRIDGE and BARNES have seen CLAIRE go through MAX�S
 Business Car and past the OTHER MAN at the bathroom door.
 They follow, but suspect the locked bathroom door and stop
 there to listen.

 INT. LAST EXECUTIVE CAR - MOVING - DAY

 CLAIRE moves swiftly through the last car (after MAX�S car).
 up into the Club Car and opens the door leading to the
 BAGGAGE CAR.  Goes in.  The door slams shut.

                      KITTRIDGE
            Hello, Luther.  Where�s Hunt?

                      LUTHER
            Mr. Kittridge, the NOC list is being
            modemed off the train.

                      KITTRIDGE
            Where?

 INT. REAR CAR - MOVING - DAY

 CLAIRE enters a little breathless.  Spotting PHELP�S profile
 in the darkened car.

                      CLAIRE
            Ethan�s right behind me.  Listen to me
            Jim.  Is it such a good idea to kill him?
            We take the money.  Ethan takes the
            blame.  No-one else has seen you alive.
            No-one will believe him.

                      ETHAN
            Of course - I�m sorry to hear you say
            that Claire.

                      CLAIRE
            Ethan?

                      PHELPS
            Yes.  Ethan Hunt, darling.  Remember him?

 Here PHELPS pulls out his assembled pistol.

                      CLAIRE
            You knew about Jim?

                      PHELPS
            Course he did.  Just exactly when he knew
            is something of a question.  Before or
            after I showed in London, mind telling
            me, Ethan?

                      ETHAN
            Before London.  But after you took the
            Bible out of the Drake Hotel in Chicago.

                      PHELPS
            They stamped it, didn�t they?  Those damn
            Gideons.

 PHELP�S watch alarm goes off.

                      PHELPS
            Two minutes til Krieger shows.  This�ll
            have to be quicker than I�d like.
            Certainly quicker than you�d like.

                      CLAIRE
            Ethan, if you knew about Jim?..Why..

                      PHELPS
            Why the masquerade?  Why take the risk?
            Well, Claire, you�ve asked the question
            and you are the answer.

                      ETHAN
            I knew about Jim.

                      PHELPS
            But, he didn�t know about you.  In all
            fairness, Ethan, Claire was never
            convinced her charms would work with you.
            But I was supremely confident - having
            tastes the goods.  "Thou shall not covet
            thy Neighbour�s wife", Ethan.  Oh, Ethan
            is in love with you, Claire, make no
            mistake about it.  And like all the 
            world�s lovers, he�s tortured by the
            same, one pathetic question - "does she
            feel the same way I do?"

 JIM turns to CLAIRE.

                      PHELPS
            Well Claire do you?  Have you been
            exploiting his feelings or returning
            them?

                      CLAIRE
            Jim - lets just get the money and get out
            of here.

 CLAIRE goes to ETHAN.

                      CLAIRE (CONT'D)
            The money Ethan.

 ETHAN hands her the money.

                      ETHAN
            You�ve earned it.

 CLAIRE goes to Jim with the money.

                      PHELPS
            Count it.

 CLAIRE starts to count.

                      ETHAN
            Tell me something Claire, that night in
            Prague, was it you or Jim that blew up
            the car and scattered Hannah all over
            town?

                      PHELPS
            Keep counting Claire.

                      CLAIRE
            It was me.  I did it.

 CLAIRE hands PHELPS the money.


                      PHELPS
            Satisfied?

                      CLAIRE
            All ten million.

                      PHELPS
            Fold it.  Fold it tight.

                      ETHAN
            Aren�t you going to thank me Jim.  Ten
            million is better than six.

                      PHELPS
            Don�t flatter yourself - six was for
            Eastern Europe.  You made a lousy deal -
            ten for the world?  What is that?  But I
            needed you for the transfer with Max.  I
            got a little extra change;  and you got a
            little extra too.

 PHELP�S watch alarm goes off.

                      PHELPS
            Sorry Ethan.  Times up.  Say goodbye.

                      ETHAN
            You�re wrong about one thing.  I�m not
            the only one who�s seen you alive.

 ETHAN throws JIM the Visco glasses.

                      KITTRIDGE
            Good morning, Mr Phelps.

 PHELPS and CLAIRE are stunned.

                      PHELPS
            You son of a bitch.

 PHELPS points the gun at ETHAN.

                      CLAIRE
            Don�t Jim.

                      PHELPS
            Now we don�t have to eliminate him?  You
            like that, don�t you Claire?  Don�t you?

                      CLAIRE
            Yes.

                      ETHAN
            Jim, it�s over.

                      PHELPS
            Ethan - I�ve always taught you, nothing
            can be more dangerous than the truth.  It
            can kill you.

 PHELPS shoots CLAIRE.  Struggle between PHELPS and ETHAN.
 The gun is lost.  PHELPS beats ETHAN to the ground.  His
 watch alarm beeps rapidly.  He turns, goes up the stairs
 and...

 ETHAN goes to CLAIRE.
                      
                      ETHAN
            Claire...Hey...

                      CLAIRE
            This stuff is so sticky.

                      ETHAN
            Claire.

                      CLAIRE
            It�s all right, Ethan..you�ll bring me
            back...won�t you...

                      ETHAN 
            I always have, Claire.. 

 CLAIRE dies.  ETHAN looks to ladder hatch and climbs ladder. 

 INT. REAR CAR - ENGINEER'S SECTION - DAY

 PHELPS climbs up a ladder past an inert engineer slumped over 
 the control panel -- an obvious earlier victim of PHELPS. 
 PHELPS puts on a pair of clear goggles, reaches a trap door 
 and climbs through it -- 

 EXT. ROOF OF TRAIN - DAY

 -- halfway out onto the roof of the train.  He reaches into 
 his jacket pocket and pulls out a suction cup with a handle 
 on the end of it.  He SMACKS the suction cup down on the roof 
 and pulls himself the rest of the way out. 

 He pulls out a second suction cup and SMACKS it down on the 
 smooth surface of the train. 

 Now for the tough part.  Using the suction cups, PHELPS 
 slowly pulls himself forward, a foot at a time, pulling and 
 replanting the cups as he goes.  

 He drags himself over the length of the final car, to the 
 back of the train, where the rear engine slants off sharply, 
 a window for the ENGINEER. 

 Half kneeling on the roof, PHELPS pulls out the clip from his 
 belt.

 He looks up, scanning the sky behind the train.  From out 
 of the fog, a helicopter approaches. 

 PHELPS turns and looks ahead, in the direction the train is 
 going.  In the distance, he can see the chunnel approaching 
 the tunnel under the English Channel.  His eyes widen. 

 INT. HELICOPTER - DAY

 KRIEGER is at the controls.  He sees the approaching tunnel 
 as well. 

 EXT. ROOF OF TRAIN - DAY

 PHELPS crawls like hell to get into position.  Looking up, he 
 sees KRIEGER pointing frantically behind him. PHELPS turns. 

 ETHAN is climbing out the trap door. 

 A cable and hook swing down from the helicopter, almost 
 touching the roof of the train. PHELPS crawls closer to it. 

 ETHAN, behind him, is in a far more precarious position. 
 Without goggles or suction cups, he has to use his fingers to 
 grab small holes on the roof.  

 He is flipped over by the wind, ending up facing the other 
 way.  Loses his grip and is blown backwards over the roof. 

 INT. HELICOPTER - DAY

 KRIEGER sees the Chunnel entrance approaching.  He gestures 
 to PHELPS and tries to move the cable closer to him, passing 
 over PHELPS and then back to him. 

 EXT. ROOF OF TRAIN - DAY

 PHELPS grabs the cable and is about to hook the cable onto 
 his belt, ETHAN slides into him and they both crash onto the 
 roof. 

 ETHAN grabs the cable out of PHELPS hand and clips it onto 
 the roof. 

 PHELPS and ETHAN struggle, but they are hurtling dangerously 
 closer to the chunnel entrance. 

 They're now right on top of the chunnel entrance. 

 INT. HELICOPTER - DAY

 KRIEGER sees the tunnel, only seconds away now.  He paws at 
 the controls, jerking back desperately on a certain lever. 

 EXT. ROOF OF TRAIN - DAY

 PHELPS kicks ETHAN and he falls off the far side of the 
 train.  PHELPS falls off the near side and holding onto the 
 strap manages to pull himself back on. 

 -- The train ZOOMS into the tunnel -- 

 -- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT! 

 INT. BUSINESS CAR/TUNNEL - MOVING - DAY

 As the train roars into the tunnel, the business car goes 
 nearly dark and the message on MAX'S computer screen changes 
 one last time.  This time it says: 

            CONNECTION TERMINATED. 
                TRANSFER LOST.

 MAX'S face falls. 

                      MAX
            Damn!

 INT. REAR CAR/ENGINEER'S SECTION - DAY

 Another CONDUCTOR races into the power car, past his inert 
 companion, and is shocked to see the copter right behind the 
 train.  He grabs a radio and SCREAMS into it. 

                      CONDUCTOR 
            No, no, it's IN the tunnel! 

                      VOICE (O.S.) 
            Stop the train! 

                      CONDUCTOR 
            It'll crash into us!  Accelerate, 
            accelerate. 

 EXT. ROOF OF TRAIN/TUNNEL - DAY

 For a moment, we see no one.  No ETHAN.  No PHELPS.  Moving 
 around to the other end of the car, we see where they've 
 gone. 

 They're dangling from either side of it. 

 PHELPS paws for one of the suction cups and pulls himself 
 back onto the roof of the train.  ETHAN reaches for the other 
 cup. 

 The helicopter, fortunate that this tunnel is double track 
 and barely wide enough to accomodate it, pursues, KRIEGER 
 pushing it up to full speed again. 

 But it can't lift up high enough to go completely over the 
 train. 

 EXT. ROOF OF TRAIN/TUNNEL - DAY

 PHELPS, nearing the back, manoeuvers himself to the 
 windshield of the rear power car, trying to grab the skid of 
 KRIEGER'S copter. 

 He doesn't see what's headed toward him, coming from the 
 other direction. 

 Another train. 

 At the last moment, PHELPS notices the reflection of the 
 oncoming train in the windshield and swings back onto the 
 roof of his train, barely avoiding getting creamed by it as 
 it blows by. 

 The helicopter avoids the oncoming train too -- and PHELPS 
 misses the skid.  

 KRIEGER tips the front of the copter, trying to decapitate 
 ETHAN with the rotor.  PHELPS jumps onto the skid, but the 
 copter pitches so far forward the blade hits the top of the 
 tunnel.  SPARKS and chunks of cement fly.  

 KRIEGER levels the chopper quickly.  ETHAN uses the moment to 
 leap from the train onto the other helicopter skid. 

 PHELPS and ETHAN now hang on the skids, facing one another. 
 Crouching on the skid, ETHAN digs in his pocket and pulls 
 out -- 

 -- a red and green piece of bubble gum. 

 PHELPS sees it and SCREAMS at KRIEGER, who scrambles 
 frantically for his gun. 

                      ETHAN 
            Red light, green light.  Asta Lasagna 
            mother fucker. 

 ETHAN mashes the red into the green, slaps the gum onto the 
 copter's underbelly and turns away from it. 

 PHELPS kicks vainly at the gum, SCREAMING -- 

 -- but the gum EXPLODES.  The force of the blast rockets 
 ETHAN forward, he lands on the train's windshield. 

 The helicopter whirls and BASHES into the tunnel, veers 
 wildly, then pitches forward and down, smashing PHELPS under 
 the skid and EXPLODING in a giant fireball. 

 ETHAN, stuck on the windshield, can only watch as the 
 wreckage of the copter tumbles down the train towards him. 
 It stops just short of him, with its bent and broken rotor 
 blade barely missing his throat.  

 ETHAN lays his head against the windshield glass, utterly 
 drained. 

 INT. BUSINESS CAR/TUNNEL - MOVING - DAY

 KITTRIDGE comes back into the business car and is joined by 
 BARNES.  LUTHER, only slightly bruised, stands up next to 
 them and gestures to MAX and her laptop. 

                      LUTHER
            I think this is what you're looking for. 

 MAX looks up, stunned.  KITTRIDGE leans over and peers at her 
 screen. He just smiles and sits down next to her, content to 
 wait for her to speak. 

 When she finally does, she's almost charming. 

                      MAX 
            My lawyers will have a field day with 
            this.  Entrapment, jurisdictional 
            conflicts -- 

 KITTRIDGE leans closer to her and lowers his voice, just as 
 friendly. 

                      KITTRIDGE 
            Maybe we'll just keep the courts out of 
            this one. 

                      MAX 
            I'm sure we can find something I have 
            that you need. 

                      KITTRIDGE 
            You know, I would love to try. 

 EXT. LONDON PUB - DAY

 LUTHER sits on a high stool, his PowerBook next to him, while 
 he sips a beer.  A television screen is featuring follow-up 
 coverage of yesterday's dramatic helicopter-train wreck in 
 the chunnel.  Aside from emphasizing that it was the work of 
 a lone, crazed character in a helicopter who was killed in 
 the crash, there are comments about how miraculous it was 
 there were no other fatalaties.  There are intermittent 
 sounds of aircraft taking off and landing, announcements of 
 arrivals and departures.  ETHAN into shot.  He sits beside 
 LUTHER. 

                      LUTHER 
            Reach your folks? 
                 (ETHAN nods) 
            How they feeling? 

                      ETHAN
            About what? 

                      LUTHER 
            The official apology from the Justice 
            Department, the VIP treatment, you know, 
            the whole nine yards. 

                      ETHAN 
            Well my Mother was a little confused 
            about how the DEA could mistake her and 
            Uncle Donald for a couple of dope smugglers 
            in the Florida keys. 

 LUTHER picks up his beer. 

                      LUTHER
                 (Laughs and with a British accent) 
            Cheers. 

 They drink. 

                      ETHAN
            Here's to  you, Luther. (clink glasses)  To 
            being off the disavowed list. 

                      LUTHER 
            Hey, I'm the flavour of the month! 

                      ETHAN
            You're more than that, Luther.  They were 
            mistaken about you and they're trying to 
            show you they know it.  They want you 
            back in. 

                      LUTHER
            Sure.  They want me back in so I won't 
            break in!  They still can't figure out 
            how we did it. 

                      ETHAN 
            You didn't tell 'em at the debriefing? 

                      LUTHER 
            I figured I'd let 'em reinstate my back 
            pay, give me a promotion, check out my 
            office at Langley and then, maybe, talk 
            about it. 

                      ETHAN 
                 (laughing) 
            It's all one big negotiation, isn't it? 

                      LUTHER 
            Why don't you come back with me? 

                      ETHAN 
            Just don't know why I'd be doing it. 

                      LUTHER 
            You really liked Phelps, didn't you? 

                      ETHAN 
            He was a good guy for a long, long time. 
            Just - not long enough. (looks up) Gotta 
            catch my flight..(rising) 
            So.  How's it feel being a solid citizen 
            again? 

                      LUTHER 
            Oh man...I don't know.  I'm gonna miss 
            being disreputable. 

                      ETHAN 
            Well, Luther - if it makes you feel any 
            better I'll always think of you that way. 

 The two men understand one another and LUTHER will say no 
 more.  The two exchange slight gestures of farewell and in a 
 moment ETHAN disappears from the bar, leaving a contemplative 
 LUTHER looking after him. 

 INT. PLANE - NIGHT 

 ETHAN HUNT slumps down in his scat, dosing. A FLIGHT 
 ATTENDANT makes her way down the aisle, holding a case filled 
 with movie cassettes. She stops before a lady passenger. 

                      FLIGHT ATTENDANT 
            Would you like to watch a movie, Miss 
            Clarke? 

 She then stops before ETHAN. 

                      FLIGHT ATTENDANT 
            Excuse me, Mr. Hunt.  Would you like to
            watch a movie.

                      ETHAN
            No, thank you.

                      FLIGHT ATTENDANT 
            Would you consider the cinema of the 
            Caribbean? 

 ETHAN just stares at her.  This couldn't be what it's 
 sounding like. 

                      FLIGHT ATTENDANT 
            Aruba, perhaps? 

 The camera moves into ETHAN's face.  They found him.  They 
 want him back.  He looks up at her and..... 

                                                  CUT TO BLACK 


                       THE END