1 CREDITS BEGIN OVER BLACK. 1
a man in his 70s, narrates nostalgically OVER a MONTAGE
of related news photos.
1957 was a big year. The Russians
put that Sputnik into outer space,
the Dodgers played their last game
at Ebbets Field, ‘that guy’ shot
Frank Costello in the head, and
missed, and the Gallo brothers
whacked Albert Anastasia in that
barber shop in the Park Sheraton
Hotel. It was total chaos. With
Anastasia gone, Vito Genovese
figures he’s king shit, but Carlo
Gambino and ‘Joe Bananas’ both
want to be boss of all bosses. So
they call a meeting — a big
2 EXT. UPSTATE NEW YORK – DAY 2
CREDITS CONTINUE. In FADED 16mm documentary-style, we
see a country road winding through rolling hills. At the
top of the hill, a black ’57 Cadillac appears and sweeps
through the peaceful landscape.
It was the first time the whole
commission was ever gonna meet
face to face. Bosses and wiseguys
were comin’ in from all over the
country, and all the New York
families, too — maybe sixty
bosses, the whole wiseguy world —
all headin’ toward this little
town upstate to figure out what’s
3 EXT. ROADSIDE – DAY 3
A sign reads, “Entering Apalachin – pop. 342.” The black
Cadillac speeds past the sign, then another black Caddy,
then a black Lincoln, then another Caddy, a Lincoln, etc.
Your father and me, we were goin’
up with Tommy D., Fat Tommy.
3 CONTINUED: 3
He was running the family at the
time. Anyway, I don’t know what
anybody was thinking, but some
asshole thought it would be a good
idea to have this meeting at Joe
Babara’s farm in the country where
nobody would notice.
4 EXT. RURAL GAS STATION – DAY 4
A local state police deputy is gassing up his motorcycle
when the parade of shiny black cars rolls by. He looks
up and scratches his head at the unusual sight.
Turns out the local cops were
watching Joe Babara like a hawk.
So now you got about fifty Caddies
and Lincolns pullin’ into Apalachin
and some deputy sheriff with cow
shit on his shoes notices all the
traffic and calls the Feds.
5 EXT. JOE BABARA’S ESTATE – DAY 5
The Caddies and Lincolns are all parked around a rambling
country manor. Bosses and wiseguys are meeting and
greeting each other on the big front porch.
One WISEGUY is trying to shoo a cow away from his car.
You wanna be a ribeye? Get away
from the fuckin’ car.
6 EXT. WOODS – SAME TIME 6
Federal agents start moving in quietly, heavily-armed,
wearing big FBI arm bands.
The meeting never even got
started. The Feds moved in —
7 EXT. HOUSE – DAY 7
Agents with weapons drawn charge the house and start
breaking down the front door.
8 EXT. BACK OF HOUSE – SAME TIME 8
— and we moved out.
Gangsters in shiny suits are squeezing through windows
and leaping off balconies.
WIDE – WISEGUYS
fleeing into the surrounding woods and fields.
Your papa and me hid in a field
with hay or corn, some kinda
foliage, I don’t know.
9 EXT. FARM FIELD – DAY 9
Two wiseguys in suits crouch in the tall grass.
Suddenly they see a John Deere harvester bearing down on
Then along comes this farmer who
almost runs us over in a tractor,
so your father hauls out his piece,
this .44 cannon he used to carry,
and hijacks the goddamn tractor.
Funniest fuckin’ thing I ever saw.
10 EXT. COUNTRY ROAD – DAY 10
The farmer goes flying off the harvester and the two
wiseguys drive off on it.
The farmer looks up to see the John Deere disappear in a
swirling cloud of dust that FILLS the SCREEN.
11 SWIRLING CLOUD OF CREAM 11
on top of an espresso. PULL BACK as a hand reaches in
and runs a lemon rind along the rim of the cup. The
espresso is picked up and sipped by MANETTA, the aging
boss of a prominent New York crime family.
11 CONTINUED: 11
INT. RITZ CLAM BOX – LATE AFTERNOON (PRESENT)
The place is nearly empty. Manetta is talking to PAUL
VITTI, a dark, intense, intelligent man in his late
forties, and a powerful boss in his own right.
Anyway, Carlo Gambino came out of
it capo de tutti capi, and that
was the last time the whole
commission tried to meet — until
I don’t know. I don’t like it.
What do we need a meeting for?
Let everybody worry about their
They finish eating.
The ’57 meeting was about how we
were going to divide up the whole
country. This meeting is about
how we’re gonna survive. You got
‘made’ guys informing for the
Feds; bosses going to jail;
everybody’s dealing drugs; people
are getting whacked without
permission. And on top of
everything, now we got the Chinese
Triads and these crazy Russians to
deal with. Everything’s changing.
We need a leader. Someone with
fresh ideas. Someone like you.
It’s gonna be a new century, Paul.
We gotta change with the times.
What are we gonna get, a fuckin’
You remember what else happened in
Yeah, I remember.
When your father died, I promised
him I’d always look out for you.
Come to the meeting.
11 CONTINUED: (2) 11
They get up to leave. Vitti drops some money on the
table. Bodyguards follow them to the door. The waiters
and the owner bow to them as they pass. They are almost
out the door when Vitti hesitates.
Wait a second. I’m just gonna
grab a toothpick.
The instant he steps back inside, Manetta and his
bodyguard are struck by an incredible VOLLEY of GUNFIRE,
which BLOWS OUT all the GLASS in the DOOR and WINDOWS.
Vitti’s bodyguard, JELLY, grabs him and throws him behind
the counter, shielding him with his body.
Outside, the shooting has stopped and curious bystanders
are looking in the broken windows. Vitti’s eyes well up
12 KLEENEX 12
being pulled out of a box. CAROLINE, a woman in her
early thirties, dabs at her eyes with the tissue. She’s
sitting on the couch in —
INT. BEN’S OFFICE – SAME TIME
The office is warm, comfortable, and nicely decorated.
I kept telling him that I needed
room to grow and find myself as a
person. Not just as a woman but
as an independent entity.
her therapist, seems to be listening intently.
I told him I needed to get in
touch with my uniqueness, but he
couldn’t handle that. He said I
was driving him away. Do you
think I was driving him away, Dr.
Ben leans forward sympathetically.
12 CONTINUED: 12
He’s in his mid-forties, has an expressive face and a
quick wit, and despite the occasional lapse, he is a
gifted and caring psychologist.
Things end, Caroline. That’s just
a part of life. It’s how we deal
with things ending that’s important.
I just can’t believe it’s over between
me and Steve. Maybe there’s still
Well, he did take out a restraining
order against you. I have to be
honest, that’s usually not a good
But what should I do?
Well, Caroline, I think the first
thing you have to do…
… is stop whining about this
pathetic loser! You’re a tragedy
‘Steve doesn’t respect me. Steve
doesn’t love me anymore.’ Who gives
a shit! Get a fucking life! You
are, without a doubt, the most
boring human being I have ever met!
Please, say something interesting
before I lapse into a goddamn coma!
Caroline looks curiously at Ben, unperturbed.
Lost in his fantasy, not really listening. He comes
to attention and tries to cover.
12 CONTINUED: (2) 12
Yes. Yes. I was just reflecting
on your whole — situation. It’s
very interesting what you were
just saying. I want you to think
about it, and I’m going to think
about it, so we’ll both think
about it and we’ll continue next
week when I get back from my
Caroline bursts into tears again.
13 INT. UPSTAIRS HALLWAY – DAY 13
Ben rushes upstairs and into his bedroom. His 14-year-old
son MICHAEL is in his room putting on a tuxedo.
I know. I couldn’t get rid of my
last patient. I think she was a
tick in a past life.
Yeah, what’s Caroline’s problem?
Your boyfriend’s gone, he hates
your guts, get over it.
Michael! What did I tell you?
You can’t listen to my sessions!
It’s private stuff.
I can’t help it. I hear you
through the vent in my room.
Funny how that happens when you
lie on the floor and put your ear
up against it.
13 CONTINUED: 13
Okay, okay. How’s that guy who
dreams about shitting trout?
on his tux shirt)
Fine. He moved up to striped
bass. Put on your cummerbund.
Boy, have you grown. Did your
mother move next door to a
nuclear power plant?
(struggling with the
Why do we have to wear rented
clothes to Grandpa’s party? This
We have to dress up because
Grandpa can’t have a good time
unless everyone else is extremely
(looks at Michael
and makes a quick
Forget the tux. Regular clothes.
Ben exits, pulling off the tux shirt.
(taking off his
Are you ambivalent about Grandpa
(from his room)
Ambivalent? Where do you get that stuff?
She’s not supposed to do that, you
13 CONTINUED: (2) 13
Your mother and I, when we
got divorced, we agreed we wouldn’t
put you in the middle, or use you
as a go-between to talk about each
other. So just do me a favor and
tell your mother to shut her big
(comes back into
Did she say anything about me
getting married again? I think
she could be feeling a little anger
Oh, yeah. She really cares. She
says you’re intimidated by women
your own age, and that’s why you
go for these young babes.
Okay. Listen, for two seconds,
pretend I’m not your father.
I’m just some guy, okay?
You gonna vent?
I hate her! I really hate her!
(a beat, then
Okay. Dad again. Let’s go.
14 EXT. WAREHOUSE – SAME TIME 14
Paul Vitti gets out of his car and walks to the warehouse
with his most trusted soldier, Jelly, a hulking bruiser,
and his sidekick JIMMY, a tightly-wound ferret with chips
on both shoulders.
So what did you find out?
14 CONTINUED: 14
(as they walk)
The word is Primo Sindone must have
ordered it, but, uh —
Jelly looks at Jimmy.
A lot of people think you set him
Why the fuck would I want to kill
Dominic? He was like a father to
So you could be the big boss.
Everybody figures you’re lookin’
to wipe out the competition before
the big meeting.
Oh, is that what they figure?
It’s alright with me if you did —
I didn’t kill him! I told you
that! Don’t you hear?
14A INT. WAREHOUSE – CONTINUOUS ACTION 14A
They enter a room where other Vitti family soldiers,
EDDIE COKES, TUNA, and JOHNNY BIGS are waiting. In the
middle of the room, a young rat named NICKY SHIVERS is
tied to a chair under a strong overhead light. When he
speaks, we get a hint of mental incompetence.
14A CONTINUED: 14A
Please, Mr. Vitti, I told ‘em I
don’t know anything but they don’t
believe me ‘cause that one time I
said Little Joe hit Dukey and it
turned out he didn’t but I didn’t
know because —
Shut the fuck up!
Nicky goes suddenly quiet. He watches in terror as Jimmy
steps aside and Vitti moves close holding a short length
of lead pipe.
Nicky, you know me, right?
Yeah. You’re Mr. Vitti.
And you know what I’m gonna do to
you if you lie to me, right?
Uh, you’re gonna crack me on the
head with that pipe?
It’s a rhetorical question, you
I’m only gonna ask you this one
time. Who killed Dominic Manetta?
I don’t know.
Don’t fuckin’ lie to me!
Honest to God, I don’t know!
You little rat bastard…
14A CONTINUED: (2) 14A
Vitti winds up to brain him with the pipe. They all
wince in anticipation of the blow. But Vitti just
freezes there with his arm upraised. Then he drops his
arm and seems to sag.
Forget about it. He doesn’t know
He tosses the pipe aside.
Get him outta here.
Jimmy looks at Jelly in surprise.
15 INT. MINIVAN – LATER 15
Ben is driving to the party with Michael. Sitting in
stopped traffic, he checks his mirrors anxiously.
Look at this. Everybody’s nuts.
Ooh, I hate walking into that
I think you’re reacting like this
because you’re mad we have to
go to this party.
No. Don’t. I’m not going to be
analyzed by someone who up until
a few years ago believed in
Santa. Sorry, but we only have
room for one Dr. Sobol in this
But there’s two Dr. Sobols.
There’s you and Grandpa.
Can we talk about something else?
Are you going to read Grandpa’s
new book? Mom says you won’t
15 CONTINUED: 15
Does your mother talk about
anything else or is it just me
twenty-four hours a day?
Wham! Ben REAR-ENDS the CAR in front of them.
That’s your mother’s fault! Your
mother did that! Damn!
16 EXT. EAST 90TH STREET – NIGHT 16
The minivan has rear-ended a black Lincoln Town Car. The
trunk has sprung open and Nicky Shivers can be seen in
the trunk, bound and gagged, kicking and squirming.
Muffled shouts can be heard through the duct tape over
Jelly and Jimmy jump out of the Lincoln and slam the top
of the trunk just as Ben gets out of the minivan to
inspect the damage.
(heading Ben off)
What’s the matter with you? Are
you some kind of moron?
I’m sorry. It’s totally my fault.
Ben looks at the damage. The Lincoln has gotten the
worst of it. The rear bumper is hanging off, and Jelly
is struggling to latch the trunk.
Did you see anything?
I was talking to my son. I took
my eyes off the road —
Forget that bullshit. Did you see
Jelly steps in to defuse the situation, warning Jimmy off
with a look.
16 CONTINUED: 16
That’s all right, sir. It’s our
fault for being in front of you
Well, I should have been watching.
Let me give you my insurance
It’s okay. Forget about it.
Really? It looks like your whole
rear end might be screwed up.
Jimmy is reattaching the rear bumper and securing the
trunk lid with duct tape.
No, it was like that before.
Maybe we should call the police?
Why? Fuck the police.
Right! Fuck ‘em.
HORNS start HONKING behind them.
At least take my card. You might
look at the damage in the morning
and change your mind.
Jelly takes the card and reads it.
You’re a doctor?
A shrink. You talk to a lotta
Ben hears KICKING from inside the car trunk.
16 CONTINUED: (2) 16
Pings and knocks. Cheap gas.
Hey, how do those minivans handle?
Jelly! Let’s go!
Take it easy, Doc.
Ben looks totally confused as Jelly hustles back to his
17 INT. SOBOL HOME – LIVING ROOM – ISAAC SOBOL 17
Ben’s father, at the piano in the spacious, elegant,
tastefully-decorated living room, surrounded by adoring
guests, playing and singing an exuberant rendition of
“You Must Have Been a Beautiful Baby.” Isaac is a silver-
haired patrician, overloaded with self-esteem.
(ending the sing-
All right, neurotics only! Well,
you must have been a beautiful
ba-a-by, ‘cause baby look at you
now, thank God for Prozac, baby
look at you now!
BEN AND MICHAEL
standing off to the side talking to Ben’s mother DOROTHY.
In the corner is a large advertising display featuring
Isaac’s smiling picture on the front cover of his new
book, Tell Me What You Feel, Tell Me What You Want.
What do you mean you’re not
coming? It’s my wedding.
We understand it’s a special day
for you, Benny, but your father
and I can’t just pick up and
leave town every time you decide
to get married.
17 CONTINUED: 17
Every time? This is a once-in-a-
— twice-in-a-lifetime thing.
Isaac joins them.
Dad, you’re not coming to my
We want to be there, but I have
three book signings next weekend.
I can’t piss off these big book
stores. If I cancel, they’ll
stick me down on the bottom shelf.
That’s how they are.
Yeah, that’s the word on the
street. The self-help book
business is full of vindictive
Ben! The language.
I’m sorry, but I’ve been alone
for eight years, now I’ve finally
met someone I want to spend the
rest of my life with and I would
really like you to meet her
before we get married. You’re
going to be her family. I think
it’s better she knows that up
You’re really hostile tonight.
I think I’ll go talk to the mayor.
The mayor’s here?
I can only hope.
17 CONTINUED: (2) 17
Nothing. Everything’s fine.
How’s your practice?
It’s great. Just great. I’ve got
some very interesting patients —
Dad has a patient who dreams he
Excuse us, Michael.
Isaac pulls Ben into the foyer.
Why are you wasting your time out
there in the boondocks? New York
City is the Mecca of Madness.
I’m just not sure I could spend my
life dealing with people whose
biggest crisis is how to fire the
It beats a guy with an ass full
Trout! And don’t minimize my
Why are you getting so defensive?
This is about your own feelings
17 CONTINUED: (3) 17
You always turn it back on me.
Why do you do that?
Why do you think I do that?
Why do you think I think you do
that? Go ahead, now you ask me
why I think you think I think you
Enough. I want you to think about
what I said. And when you’re ready
to talk to me like a normal person,
I’ll be at the piano with
(as he crosses away)
I’m not singing, Isaac!
Now, ladies and gentlemen, at the
piano, Regis Philbin!
Applause and laughter from the guests. Ben grabs a
glass of champagne from a passing waiter’s tray.
(to the waiter)
Thomas Wolfe was right. You can’t
go home again — because your
parents still live there.
18 INT. OLD LION SOCIAL CLUB – NIGHT 18
Vitti’s men converse quietly while a soldier sweeps the
room for bugs. He gives the “all clear” and SALVATORE
MASIELLO, the old consigliere, speaks.
The Manetta family is asking a lot
of questions. They think we hit
CARLO MANGANO, the burly underboss of the Vitti family,
18 CONTINUED: 18
Forget Dominic! They were after
It’s a miracle you survived. I
Yeah, thank God. All I know is if
I didn’t have some veal stuck in
my teeth, I’d be laying there with
This is all about the big meeting.
Primo Sindone wants to run the
Yeah, but Primo’s a boss. He
knows the rules. He couldn’t go
after Dominic and Paul unless the
other families gave their
(starting to sweat)
If they did, we’re heading for one
big fuckin’ war.
Talk to Zello and Baldassare.
Find out what you can. We got two
weeks. If the other New York
bosses are against us, I want to
know it before I walk into that
He feels a stabbing pain in his chest.
You all right, Paul? You don’t
I’m a little choked up here. I
gotta get some air.
He walks outside. Jelly follows. Mangano looks
quizzically after them.
19 EXT. OUTSIDE THE OLD LION – CONTINUOUS ACTION 19
Vitti is having trouble breathing.
You feel all right?
I feel like shit. This whole
thing is like a huge fuckin’
You havin’ one of those
Sweating profusely now, Vitti feels another stabbing
Get the car.
20 INT. EMERGENCY ROOM – LATER 20
Vitti is putting on his shirt. He looks considerably
better. Jelly is sitting down, tapping his own knee with
the little rubber hammer. Nothing moves.
DOCTOR SHULMAN, a young cardiology resident, enters.
Good news, Mr. Evans. Your heart
is just fine.
How could it be fine? I’ve had
like eight heart attacks in the
last three weeks.
Well, based on everything, I’d say
you probably had an anxiety
An anxiety attack. A panic
attack. I can give you some Xanax
if it happens again soon —
20 CONTINUED: 20
Look at me. Do I look like a guy
There’s nothing — I mean — it’s
a common thing —
Where did you go to medical
school? I had a heart attack, you
(very scared now)
Well, not according to these —
As Vitti moves toward the Doctor, Jelly instinctively
grabs the Doctor from behind and holds him while Vitti
wraps the blood pressure cuff around his neck.
(low and deadly,
pumping up the
cuff with the
Listen to me, jerk-off. I had a
mild heart attack and now it’s
over. You understand?
The Doctor nods vigorously, his eyes bugging out as the
pressure around his neck increases.
If anyone asks you, you never saw
me, and I was never here. Is that
Take the chart.
Jelly releases the Doctor, grabs all the papers and
follows Vitti out the door.
21 EXT. HOSPITAL – MOMENTS LATER 21
Vitti and Jelly come walking out the emergency room exit.
Jelly, I need you to do something
for me as my friend.
You have to find me a doctor.
We just came from the doctor.
Not that kind of doctor. I need a
You’re gonna change your face like
Sonny Black? Don’t get his nose
though, he looks like a pig.
Not a plastic surgeon, ya spoostud.
Do I have to spell everything out?
It saves time.
I need you to find me a
Wow. This is like the Psychic
Network or something. I just ran
into a psychiatrist. Actually he
ran into me.
Is he any good?
Yeah, he seemed like a smart guy.
He had a business card and
He had a card? That’s a real
21 CONTINUED: 21
What do you need a shrink for
It’s not for me. It’s for a
friend. This friend is having
some problems, so I’m going to ask
the shrink some questions and get
some answers for my friend.
And nobody can know. If anyone
hears I’m talking to a shrink, it
could be interpreted the wrong
way. You know what I mean?
Of course. Absolutely.
Can I ask you one thing?
This friend. Is it me?
22 INT. BEN’S OFFICE – DAY 22
Ben is with a patient, CARL ANDERSON, a high-strung
milquetoast in his late forties.
Carl, I’m detecting a pattern
here. You seem to settle too
easily for things.
You’re right. I do.
No, well, there you go. You
just did it again. I suggested
something and you immediately
22 CONTINUED: 22
You’re right. I did.
Why do you think you do that?
I don’t know.
Well, sometimes people do it
because they fear rejection or
disapproval, but you can’t let
that worry you, Carl. And you
can’t agree with things just for
the sake of agreeing. Stand
your ground. Don’t let people
roll over you.
The door opens and Jelly enters.
Excuse me! I’m in a session here.
Yeah, I know, I’m sorry.
You’re… You’re one of the guys
I rear-ended the other night.
Get outta here.
Jelly takes Carl by the elbow and lifts him off the
Upsa-daisy. You got a coat,
What are you doing?
22 CONTINUED: (2) 22
The hell he is. He’s not going
anywhere until we’re done with his
Jelly pulls a big roll of bills out of his pocket,
removes the rubber band, and peels off a couple of
I’ll give you a hundred bucks to
get out of here.
Carl looks at the money, then he gives Ben a plaintive
Don’t take it, Carl.
Carl looks back to Jelly.
(peeling off another
A hundred and fifty.
He’s not leaving.
You’re not that fuckin’ crazy.
Carl takes the money, gives Ben the thumbs up and
exits. Jelly follows him to the door and waves for
someone to come in.
Listen, if you’re upset about your
car, I can understand that. But
you don’t just barge in here —
Paul Vitti steps into the office. Ben freezes. Jelly
crosses to take Vitti’s coat.
You know who I am?
22 CONTINUED: (3) 22
No you don’t.
You’ve seen my picture in the papers?
Yes. And no. Sometimes. Never.
Jelly, wait outside.
Jelly exits. Vitti walks around the room, taking
everything in. He picks up the phone and listens. Hangs
Ben sits quickly on the coffee table. He crushes a box
of tissues, then moves them out from under his ass.
Vitti picks up a stack of CDS and looks through them.
Tony Bennett, huh?
Yeah. He’s my favorite.
Vitti picks up an autographed baseball bat from Ben’s
(puts up his hands)
Mr. Vitti, I tried to give the guy
my insurance information, but he
wouldn’t take it. Seriously, I
tried several times because it was
all my please don’t kill me.
I was just gonna ask if you liked
22 CONTINUED: (4) 22
Yes. Big Yankee fan.
Vitti puts the bat down.
Mr. Vitti. Not that it’s your
fault, but your friend, he
interrupted a patient’s session
and that’s — not good. I think
this is a matter for our insurance
companies, don’t you think?
I don’t care about the car.
Then what — ?
A friend of mine is having a
problem and he might have to see a
shrink, so I’m going to ask you a
couple questions. Do we sit?
Whatever makes you comfortable.
Ben starts for his chair, but Vitti sits in it first.
Ben sits on the couch. Vitti adjusts the cuffs of his
shirt, and runs a hand down the crease in his slacks.
Okay, the first thing I gotta know
about is privacy. You must hear
a lot of weird shit in here. How
do I know you won’t go testifying
— not testifying — but, you know,
talking about it to somebody else.
I won’t discuss a patient with
anyone for any reason, unless I
know the patient may be a danger
to himself. Like if I’m concerned
a patient might kill himself…
Not fuckin’ likely —
— or kill someone else.
22 CONTINUED: (5) 22
Ben looks to Vitti for a response. Vitti stares at him
for a long, uncomfortable beat.
So who starts?
Why don’t you tell me why you think
you need therapy?
I don’t need therapy. I’m helping
out my friend. You didn’t hear me
Right. I’m sorry.
You guys are supposed to be so
great when it comes to listening.
You can’t remember what I said two
I’m very sorry.
I have to tell you, Doc, I’m not
thrilled with the level of service
up to this point.
Why don’t you tell me about your
He’s a powerful guy. Never had
a problem dealing with things,
you know? Now all of a sudden,
he’s falling apart. He cries
for no reason. He’s having
trouble sleeping. And then he
started having these attacks. You
know, can’t breathe, dizzy, chest
pains — like you think you’re
22 CONTINUED: (6) 22
What’s with all you doctors and
the fuckin’ panic? Did I say
Not panic. Dizzy — breathing —
chest pain attacks.
Right. So the question is, what
can he do to make it stop?
Ben decides to go for it.
I’m going to go out on a limb
here. I think your friend is you.
You — you — you — you have a
gift, my friend. Go on.
Medication could help, but if you
really want to get to the bottom
of this, you’re going to want to
get some kind of therapy.
With me? Oh, I don’t know. I’d
have to look at my schedule. I’m
very heavily booked right now and
I’m going on a short vacation
Where you going?
I don’t really share that
22 CONTINUED: (7) 22
You know, this could be good. Just
getting that off my chest, I feel
better already. It’s like a load
is off my shoulders. Thank you.
Well, I really didn’t do anything —
You did something. The load?
Off. Where is it? Don’t know.
You’re good, Doctor. I’ll be in
touch. But listen to me.
If I talk to you and it turns me
into a fag, I’ll kill you. You
Could we define ‘fag,’ because
some feelings may come up —
Vitti silences him with a wave of his hand.
I go fag, you die. Got it?
Vitti gives Ben a little pat on the cheek, then turns
and exits. Ben is stunned.
23 OMITTED 23
23A EXT. BACK YARD – LATER 23A
Ben comes out the back door of the house carrying a
couple of suitcases. Michael follows behind him with
his bags. They cross to the car in the driveway.
I hope you didn’t leave any food
in your room. I don’t want to
come home and find a science fair.
ANALYZE THIS – Rev. 7/9/98 31.
23A CONTINUED: 23A
I didn’t. Hey, Dad? One thing
I go fag, you die.
Michael! That’s it! I am sealing
You are so cool, Dad. Was that
really Paul Vitti?
(throwing the bags
in the car)
I didn’t ask to see his Mafia
decoder ring, but yeah, it was
him. And you cannot tell anyone
he was here. You understand?
Should I take it off the internet?
24 OMITTED 24
24A EXT. MIAMI BEACH – DAY 24A
Helicopter SHOT of the hotels fronting the crowded beaches.
24B EXT. HOTEL SWIMMING POOL (MIAMI) – DAY 24B
LAURA MacNAMARA, a pretty and charming TV news
correspondent, is on the air live, surrounded by her
camera crew. Kids are frolicking in the pool, splashing
off the water slide behind her.
ANALYZE THIS – Rev. 7/9/98 32.
24B CONTINUED: 24B
So judging from the mob scene
around the pool here today, I
think you’d have to say that
there’s nothing ‘off’ about the
‘off-season’ in Miami Beach this
summer. Now, on a personal note,
this is my last report for
W.V.B.F. I’m getting married
to a wonderful man and moving
to New York, so if you’re up
that way, watch for me on the
W.P.I.X. news team. Thanks for
For the last time, this is Laura
MacNamara, W.V.B.F. news.
She pulls a bouquet out from behind her back and tosses
it to the camera.
She smiles for a long beat.
Laura’s smile abruptly disappears.
(to the crew, all
I’ll do the re-asks, then you guys
can just shoot the inserts and
pack it up.
Laura runs to Ben, standing on the sidelines, and
embraces him. Michael is there too.
This is him, everyone! This is
(to the crew)
ANALYZE THIS – Rev. 7/9/98 33.
24B CONTINUED: (2) 24B
(as she hugs him)
Oh, I missed you.
I missed you too. Michael, say
(a little too big)
This is Michael? I don’t think so.
If I remember correctly, Michael
was a little boy, and this, this
is a great big kid. Hey, you.
Tell us what you did with Michael
Ben and Michael look at each other out of the corners of
Okay. Come on. Give me a break.
No, it was nice, but I’m fourteen
so it wasn’t — you know — age
Sorry. Just smack me if I do that
How are you, Michael?
There is an awkward silent moment, everyone smiling
Mike, you want to go look at the
Why would I want to look at the
ANALYZE THIS – Rev. 7/9/98 34.
24B CONTINUED: (3) 24B
‘Cause I bet there’s all kinds of
cool video stuff over there. Why
don’t you check it out?
(gets the hint)
Is it okay?
Go ahead. If you break something,
don’t worry. I’m out of here.
Michael crosses to the camera crew.
You think he likes me?
Michael? He’s crazy about you. I
You are? And you still really
want to get married?
But what if you get tired of me?
I know so many couples that were
really happy, then they got
married and just completely lost
interest in each other.
That’s not going to be us.
I just don’t want to lose the
Yes, I’m brimming with passion.
I’m up to here with passion.
ANALYZE THIS – Rev. 7/9/98 35.
24B CONTINUED: (4) 24B
I want us to be like animals.
You know just screaming and
sweating and tearing at each
other all the time —
The sweating shouldn’t be a
problem. The tearing sounds
The SOUND GUY crosses over.
Uhh, Laura? You want me to take
your mic, or at least turn it off?
Laura looks over at the crew. It’s obvious that Michael
and the crew have heard this whole exchange.
Oh my God.
25 OMITTED 25
25B INT. WALDORF-ASTORIA – HOTEL CORRIDOR – NIGHT 25B
A room service cart with the remains of a sumptuous meal
is standing in the hall outside one of the rooms.
Oh my God! Oh, yes. Oh, yes.
26 INT. HOTEL ROOM – SAME TIME 26
Vitti is in bed making love to his mistress, SHEILA, a
pretty woman in her late 20s. They’re really going at
Oh, yes. Oh, yes.
Is everything okay, Paul?
ANALYZE THIS – Rev. 7/9/98 35A.
26 CONTINUED: (A1) 26
What are you talking for? I’m
trying to do this here.
You seem — distracted.
I got things on my mind. Stop
Okay, I’m sorry. Just relax,
He goes back to lovemaking.
(after a beat)
Were you thinking about your wife?
ANALYZE THIS – Rev. 7/21/98 36.
26 CONTINUED: 26
No, I wasn’t thinking about my
(a long beat)
Now I’m thinking about my wife.
Goddamn it, Sheila, why can’t you
keep your mouth shut!
Completely frustrated now, he gets out of bed, leaving
her alone and confused.
I’m sorry, Paul.
27 INT. BEN’S MIAMI HOTEL ROOM – NIGHT 27
Ben and Laura are nestled together in bed, asleep.
Dr. Sobol. Dr. Sobol.
Jelly’s head pops up on Ben’s side of the bed. Ben wakes
up and his eyes go wide. Jelly puts a finger to his lips.
Mr. Vitti wants to see you. I
have your robe.
28 OMITTED 28
29 UNDERWATER 29
Kelp. Rocks. Bubbles. A mermaid swims INTO VIEW and
meets up with another mermaid. They do beautiful back
flips under the water.
You no-good little two-bit piece
of shit bastard!
ANALYZE THIS – Rev. 7/21/98 37.
29 CONTINUED: 29
We PULL BACK to see the mermaids through the viewing
windows of a large tank behind the bar of the —
INT. WIKI WACHI LOUNGE – LITTLE LATER
A tacky dive with a tropical motif. Ben, in his robe, is
being berated by Vitti.
I got news for you. I’m still
fucked up. Whatever you did the
other day, it didn’t take. You
did nothing for me.
I did nothing? What did you
expect? I saw you for five
minutes. I don’t work miracles,
Mr. Vitti. And I’ll tell you
something else. I don’t appreciate
it when someone breaks into my
hotel room and kidnaps me. I don’t
go for that. I have a family and
a life and a serious practice, and
I don’t have time for your
That got away from me near the
Vitti stares at Ben.
I couldn’t get it up tonight.
You mean sexually?
No, I mean for the big game
against Michigan State. Of course
You flew fifteen hundred miles and
dragged me out of bed in the
middle of the night because you
couldn’t get an erection?
Doesn’t that prove I’m motivated?
ANALYZE THIS – Rev. 7/21/98 38.
29 CONTINUED: (1A) 29
You can take a pill for that, you
29 CONTINUED: (2) 29
No, that’s a cheat. You start with
the pills, next thing you know you
got implants with pumps. I think
a hard-on should be gotten
legitimately or not at all.
Did you see that embroidered on a
Are you gonna help me or not?
I don’t believe this. All right.
Has this happened before?
The dead dick thing? Never.
Well, one time. Tonight. And
Do the math. Two times.
There was another time. But it
was after a big meal, so, you
know, that don’t count.
Listen, being unable to perform
three or four times —
Five times — it isn’t the end of
Maybe not to you — look at you —
but if I can’t get it up, that
makes me less of a man and I can’t
29 CONTINUED: (3) 29
In my business I deal with
animals. They may seem dumb to an
educated guy like you, but make no
mistake about it, Doctor, animals
are very cunning. And they sense
weakness. Right now I’m an
injured animal. It’s only a
matter of time before one of the
lions out there catches the scent.
Then I’m dead. That’s the way it
is. If you don’t understand that,
then you don’t understand the life
I live and you don’t understand
I have until the end of the week
to get strong or they’re gonna eat
me up. If they don’t kill me in
What happens next week?
I can’t tell you and you don’t
want to know.
It’s impossible. I can’t do
anything that fast. And even
if I could, what’s my goal here?
To make you a happy, well-adjusted
Look, the other day I saw a
commercial on television, some kid
playing with a couple of puppies.
I cried for 45 minutes. Slap a
pair of tits on me, I’m a woman!
I’m sorry. I can’t help you.
You’re turning me down?
29 CONTINUED: (4) 29
Mr. Vitti, when I got into family
therapy, this was not the family I
had in mind. I’m turning you down.
You with your schmucky little
office in your schmucky little
house out there in Schmuckville —
you’re turning me down? What, so
you can spend more time listening
to housewives piss and moan about
how nobody fucks them right?
I’d like to go now.
(starts to cry)
You see this? This is what I’m
talking about! I’m a dead man!
Ben turns away and starts for the door.
(through the tears)
You call yourself a doctor? You
should be ashamed. A real doctor
couldn’t turn his back on a person
(hands him a
What happened with your wife tonight?
(wiping away his
I wasn’t with my wife. I was
with my girlfriend.
You have a girlfriend? We could
do two months on that alone.
What, you’re gonna start
moralizing with me now?
29 CONTINUED: (5) 29
Okay. Do you have marriage
Then why do you have a girlfriend?
I do things with her I can’t do
with my wife.
Why can’t you do those things with
Hey. That’s the mouth she kisses
my children good night with.
What’s the matter with you?
Okay, okay. Have you been under a
lot of stress lately?
You mean like seeing your best
friend murdered? Yeah, I got
Well, based on what you told me
before about your attacks, I’d
say that’s probably it then.
It’s just stress?
I doubt if there’s anything
physically wrong with you.
a finger at Ben)
You. You. You’re very good.
There’s a lot more to it —
29 CONTINUED: (6) 29
No, you’re right. You’re right on
the money. I can feel the juices
rushing back to my manhood as we
Well, I didn’t need to know that.
This settles it. You’re my
I can’t treat you, Mr. Vitti. I
don’t think you’re really ready to
open up and deal with —
Listen to you. The honesty.
Nobody — and I mean nobody —
talks to me like this. I’m ready.
Let’s do it.
You don’t hear the word ‘no’ that
often, do you?
I hear it all the time. Only it’s
more like, ‘No, no, please, no!’
All right. I’m here for two more
days. When we get back to New
York, I’ll treat you exclusively
for two weeks. I just need to
figure out what to tell my other
You want me to clear your schedule
No thanks, I’ll handle it. Now
can I go?
Vitti throws his arms around him and kisses him on both
cheeks. A look of concern crosses Ben’s face.
ANALYZE THIS – Rev. 7/21/98 44.
29 CONTINUED: (7) 29
29A INT. BEN’S MIAMI HOTEL ROOM – NIGHT 29A
Ben enters. Laura is sitting up in bed, pissed off.
What is wrong with you? I woke
up, you were gone, no note or
anything. I’ve been going out of
my mind, Ben. I walked all over
the hotel looking for you. I
almost called the police!
Okay, listen. I’m going to tell
you the truth. I had a serious
You have patients in Florida?
Just one. He followed me here
from New York. I had to go.
Who is this patient?
29A CONTINUED: 29A
A long beat.
I know. But don’t worry. It’s
not like he’s a real patient.
He’s got this idea in his head
that I’m helping him. It’s crazy.
You’re not going to treat him.
Tell me you’re not.
That would be too scary. You
don’t want a person like that in
your life, believe me. I’ve
covered the mob down here. I’ve
seen what they can do.
Listen, it’s been taken care of.
I told him I couldn’t see him
again. He understood and it’s
I was so worried.
He hugs her and holds her tightly, feeling like a jerk
for lying to her.
30 INT. SEWING ROOM (NEW YORK) – NEXT MORNING 30
Immigrant garment workers cut and sew fabric.
31 INT. OFFICE – CONTINUOUS ACTION 31
This is Sindone headquarters. A few of his trusted guys
are in attendance: HANDSOME JACK, POTATOES, and MOONY,
It doesn’t figure. We take out
Manetta, what does Vitti do?
Nothing. Why doesn’t he move?
PRIMO SINDONE, a vain, pompous Mussolini, is standing on
a stool in his underwear, being fitted for a suit by a
I’m telling you, Primo, he’s
planning something big. The shit
is really gonna come down.
Then let it come down. Vitti’s a
tough guy but a lot of tough guys
got fed to the crabs off Red Hook
over the years.
(looking down at
You been down there a long time.
Are you measuring my inseam or
contemplating a lifestyle change?
Sindone nods for the tailor to get out.
Primo? What about Vitti?
Vitti. Vitti. The whole time we
were growing up, he was the smart
guy; I was the dope. My father
was a nickel-and-dime shitheel;
his father had it all. Vito
Genovese blew it at Apalachin
because he forgot to kill Gambino
before the meeting.
31 CONTINUED: 31
I won’t make the same mistake. I
want Paul Vitti dead — now. You
two astronauts think you can handle
Handsome Jack and Potatoes nod their agreement.
You got it, Primo.
32 MAN WITH FISH HANGING FROM HIS MOUTH 32
A killer whale leaps up and takes it from between his
EXT. MIAMI SEAQUARIUM – CONTINUOUS ACTION
The audience in the stands applaud as the killer whale
splashes back into the water.
32A LAURA AND MICHAEL 32A
are clapping. Ben is clearly bored.
Come on. Get into it.
I don’t understand. They jump
out of the water, they splash,
they eat fish. It’s not a real
stretch for a whale. If they
did a number from West Side
Story, then I’d be into it.
We’re having fun, right?
Well, to be real honest. I’m
not having as much fun as it
looks like I am. I’m pretending,
you know, because we have to
bond and everything.
32A CONTINUED: 32A
Laura looks at Ben.
You’ve got to admire the openness.
(a tad too excited)
Here comes the whale again!
32B TANK 32B
The whale leaps high in the air and crashes back down,
sending a wall of water flying into the first few rows.
JELLY AND JIMMY
walking by the tank, get soaked by the huge wave.
Ben looks and sees Jelly beckoning him.
(to Laura and
I’m hungry. Yeah, I’m going to
get a hot dog. Who wants a
I’ll go with you.
No, I’ll go. You’re pretending
to have a good time. I don’t
want to spoil that. Be right
33 EXT. VOMITORIUM – MOMENTS LATER 33
Ben confronts Jelly and Jimmy, who are soaked to the skin.
33 CONTINUED: 33
What is this? Are you guys
Fuckin’ fifteen-hundred dollar
suit. You think the whales piss
in that water?
No, I think they use the men’s
room next door at the Burger King.
Mr. Vitti wants to see you.
Is this a joke?
You’re an employee of Mr. Vitti’s.
That means you’re on call twenty-
four hours a day just like the
rest of us.
No, he and I discussed this. I
told him I’d see him when I got
got back to New York.
Don’t be a skavootz. It is what
it is. If he needs you sooner,
No, I’m not going, and if you
bother me again I won’t treat him
at all. Understand? That’s it.
End of story.
34 AQUARIUM VIEWING WINDOW 34
Ben plunges into the tank in the middle of a school of
sharks. He screams silently underwater and swims
desperately for the top.
A couple of families watching THROUGH the viewing window
laugh and applaud as if it’s part of the show.
35 SANDCASTLE 35
An alligator loafer steps down on it. We TILT UP TO a
SEVEN-YEAR-OLD BOY with a shovel and pail.
After a beat, a ten dollar bill falls where the
sandcastle was. The Boy’s face instantly brightens.
EXT. BEACH – DAY
The alligator loafer belongs to Jelly. He’s walking with
Jimmy and other bodyguards who form a loose protective
perimeter around Ben and Vitti as they walk along the
shore. All the guys are wearing loud Jersey beach
They threw me in the shark tank,
Paul. The shark tank!
They were trying to make a point.
What, that you’re a scary guy?
I get it.
You’re in a mood, you know that?
Yeah, I get that way when a shark
tries to chew on my ass.
Okay. Okay. Calm down.
I don’t want to calm down. My
girl friend saw me all wet?
I told her I fell into a tank
with the manatees. I lied to
her last night, now this. I
don’t like it.
Manatees. That’s a funny word.
35 CONTINUED: 35
I’m glad you’re entertained.
What’s the problem?
Oh, I can tell you really care.
Okay. What’s going on?
I had an episode. Not an actual
panic attack, but I started
panicking a little thinking I
might have one. Does that seem
weird to you?
I’m redefining ‘weird’ on an
hourly basis. What were you
thinking about when you started
I don’t know. The usual bullshit.
No, regular family.
I want you to draw a picture of a
house. In the sand.
What kind of house? A warehouse?
A whorehouse? My house? What
I’ll tell you after you do it.
35 CONTINUED: (2) 35
Vitti bends over and starts drawing in the sand.
This is good. I come to Florida
and draw pictures in the sand like
36 BENCH 36
TINO, a local Miami hitman, is covertly watching Ben and
Vitti on the beach. He talks into a cell phone.
I don’t know what they’re doing.
He’s talking to some guy. Looks
like Vitti is drawing something in
the sand… What’s he drawing?
What am I, Superman? I’m a
hundred yards away — I can’t see
shit… No way, he’s got that fat
Jelly with him and his partner,
Jimmy Boots. We could take him
out with a rifle and a scope, but
I don’t have any of that shit with
me. My scope’s in the shop…
Nah, it’s a warranty item… Hey,
don’t sweat it. You told me to
take care of him, I’ll take care
of him… Okay, I’ll call you
37 BACK ON BEACH 37
Vitti finishes drawing.
There. You happy?
Where are the people?
What people? You told me to draw
I know. But usually when people
draw a house they draw people.
Where are the people who live in
37 CONTINUED: 37
Well, you see, they’d come out and
say hello, but the whole family’s
in the Witness Protection Program.
It’s very sad. What the fuck you
want from me?
They start walking.
Okay, forget the house. I’m going
to say some words, and you say
the first thing that comes into
Good, more games. Shoot.
— forgive me for I have sinned.
(clears his throat)
Vitti looks out to sea.
Ben can’t see his face, but Vitti’s eyes are full of
tears. He wipes his eyes.
37 CONTINUED: (2) 37
See this? Again with the crying.
Let’s get out of here. We’re
being watched. Don’t look.
There’s Feds on the roof of
How do you know that?
I’m a criminal. It’s my job.
38 EXT. HOTEL ROOF – DAY 38
FBI AGENTS STEADMAN, RICCI, and PROVANO CLICK away with
long-lens CAMERAS as they watch from the rooftop.
Who’s the new face?
I don’t know. Get somebody down
there to see what he drew in the
Whoever this guy is, he must be
important to the family.
Maybe he’s Vitti’s new
consigliere. Put his picture
on the wire and see what you
come up with.
39 INT. VITTI’S SUITE – DAY 39
Vitti, Ben and Jelly enter the suite. MARIE, Vitti’s
wife, and their children, THERESA, 14, ANNA, 10, and
ANTHONY, seven, are there. Vitti greets them warmly,
suddenly a different man.
Look at this, the whole crew.
You all right? Good flight?
39 CONTINUED: 39
Yeah, we’re fine. We’re on our
way to the pool. Kids, get your
stuff. We’ll get out of your way.
That’s okay. Marie, this is a
friend of mine, Ben Sobol.
(as they AD LIB
He’s — from the boat. A fishing
boat captain. Cuban refugee.
(shaking his hand)
Nice to meet you, Senor Sobol.
Ben looks to Vitti, then to Marie.
And this is Theresa and Anna —
— Anna, and the big guy, Anthony.
Anthony gives Ben a manly handshake.
How you doin’?
Nice to meet you.
Jesus, Theresa, you are not
wearing that suit to the pool.
What do you want me to wear, a
I want you to wear one of those
Arab bathrobes with a veil over
your face, is what I want.
39 CONTINUED: (2) 39
Don’t worry about it, Paul. We’ll
be back in time for dinner.
Okay, babe. Hey, Anthony. Guess
what I got?
(holds up some
Marlins and the Braves — right
behind home plate, tonight.
You and me?
Of course, you and me.
Have fun at the pool. Stay out
of the deep end. And don’t swim
for a couple hours after you eat.
He kisses his father and exits with the others.
Send Jimmy down with them.
Nice family. Cuban fishing boat
I can’t tell Marie you’re a
shrink. She’d worry, you know.
39 CONTINUED: (3) 39
About this? I think she’d be
more worried about your career
Just keep going with the therapy.
He crosses to the bar, pours himself a drink, and lights
You know, normally a patient
wouldn’t smoke or drink during a
That’s an interesting fact I’ll
have to remember if I’m ever on
So tell me about your father.
My father. He was a big man in
the neighborhood — very well
respected. Everybody loved him,
God rest his soul.
He passed away?
No, I just like saying ‘God rest
his soul.’ Yeah, he passed away.
He died when I was about twelve.
Heart attack. Sudden thing.
Were you and your father close?
Close? Yeah, you know, pretty
close. I guess we weren’t getting
along that great right then.
39 CONTINUED: (4) 39
Why was that?
I was hangin’ out in the
neighborhood. I had a borghata
— like a kid gang — hooligan
shit, nothin’ big. But my
father didn’t like it.
You fought about it?
He slapped the shit out of me.
And then that night he died.
How did that feel?
It felt great! How did it feel?
I don’t know.
Well, think about it. Were you
angry, were you afraid? Sad?
Yeah, I guess.
Any feelings of guilt?
About what? I didn’t kill him.
I’m just speculating, but maybe in
some way you wanted him to die.
Why would I want my father to die?
ANALYZE THIS – Rev. 7/24/98 59.
39 CONTINUED: (5) 39
Well, you said you were fighting.
You were rebelling against his
authority. There may have been
some unresolved Oedipal conflict.
Oedipus was a Greek king who
killed his father and married his
It’s an instinctual developmental
drive. The young boy wants to
replace his father so he can
totally possess his mother.
Are you saying I wanted to fuck my
It’s a primal fantasy —
Have you seen my mother? That is
the sickest fucking thing I’ve
Well, then Freud’s a sick fuck,
and you are too for bringing it
39A OMITTED 39A
ANALYZE THIS – Rev. 7/24/98 60/61.
40A INT. OCEAN VIEW RESTAURANT – NIGHT 40A
Laura’s family, the MacNamaras, and a few close friends
have gathered for the rehearsal dinner. There are three
tables in a roped-off section of the restaurant with large
floral centerpieces, a small bar in the corner. The
MacNamaras, SCOTT and BELINDA, are standing with Laura,
Ben, Michael and a couple of other relatives.
Well, isn’t this wonderful, all
of us finally getting to spend
some time together.
ANALYZE THIS – Rev. 7/22/98 62.
40A CONTINUED: 40A
All set for the big day, Ben?
Can’t wait, Scott. Can I call
My friends call me ‘Captain.’
Well, if tomorrow goes as
well as the rehearsal, I’d say
it’s going to be a beautiful
Yes, thanks for going to all this
trouble, and I have to thank you
and the Captain for something
(pointing to Laura)
Everyone “ahhs” as Ben gives Laura a peck on the cheek.
Michael makes a face.
Would you like a drink, because
I’m definitely having eight or
Shall we go to the table?
As the woman go to their seats, Scott holds Ben back for a
Ben, there’s a lot I’d like to
say to you, but I’m going to
skip the big father-in-law
speech because I know you’ve
been married before.
ANALYZE THIS – Rev. 7/22/98 63.
40A CONTINUED: (2) 40A
Technically, it wasn’t considered a
marriage. It was like the Korean
War — more of a police action.
I served in Korea, son. I don’t
think you’d be laughing if you’d
seen some of the things I saw.
You’re right. Sorry.
Everyone turns to see Paul and Marie Vitti coming into
the room, followed by their kids and a knot of bodyguards.
Ben’s face falls. He rushes over to intercept them.
Mr. Vitti! How are you? Mrs.
Vitti! Honey, it’s the Vittis!
Laura glares at Ben.
Look at everybody. Everybody’s
smiling, everybody’s happy. Nice.
This is Marie, my girls, my boy,
then all these guys.
Mr. and Mrs. Vitti, this is Laura,
Nice to meet you.
Thank you very much.
A tense moment. Ben presses on.
And this is my son Michael.
ANALYZE THIS – Rev. 7/22/98 64.
40A CONTINUED: (3) 40A
Whoa. He’s a bruiser.
You’re sure this is your kid?
You’re a pound and a half soaking
wet. I’ve had lobsters bigger
You ever want a job, you come talk
to me, right?
You’re Paul Vitti. The mobster.
Mr. MacNamara — uh —
Excuse me. Is that polite? Is
it? I’m trying to be nice here.
Do I walk up to you and go,
‘You’re whoever you are. The
Mr. Vitti, this is Laura’s father.
Yeah? Okay, well, sorry. But
you should know, there is no mob,
and, P.S., I personally have
never been convicted of a crime.
We’re nine for nine, right?
Vitti takes an envelope from his jacket pocket and
presses it into Laura’s hand.
ANALYZE THIS – Rev. 7/22/98 65.
40A CONTINUED: (4) 40A
I heard about the wedding. Here
you go. A little something for
the bride and groom. God bless.
You should live and be well.
Mr. Vitti, we can’t accept this.
Yeah, you can. Now, if you don’t
mind, I just need to borrow this
guy for a couple of minutes, then
that’s it. I’m out of here.
Okay. Then you leave us alone,
Of course. I wouldn’t do anything
to screw up your wedding.
I gotta talk to you. Come on.
Have a great night, everybody.
Nice to meet you.
Vitti starts for the door.
I’ve just got to talk to him for a
sec. You okay?
I’ve never been less okay.
Ben is yanked away by Jimmy. Marie stands with Laura.
I bet you eat a lot of fish since
your fiance’s in the business.
ANALYZE THIS – Rev. 7/22/98 66.
40B EXT. TERRACE – FEW MINUTES LATER 40B
Vitti, Ben and Jelly step out.
Watch that door. And don’t listen
to what we say.
My ears are sealed.
Okay, listen. I had a really
weird dream last night.
I feel like I’m having one right
now. How could you interrupt
You know, you’re very rigid about
Just tell me the dream.
Okay. I’m asleep. I hear a baby
crying. I go to the refrigerator,
I get a bottle of milk, I take it
to the baby, but when I go to give
it to him, I see that the milk is
That’s fuckin’ weird.
Okay, get out of here!
What’s it mean? And I don’t want
to hear any more filth about my
ANALYZE THIS – Rev. 7/22/98 66A.
40B CONTINUED: 40B
I don’t know what it means. What
does it mean to you?
This is what I’m paying you for? I
say something, you say it right
back to me? I could get Jelly to
do this for nothing.
Then get Jelly.
Ben starts to walk off the patio and comes face to face
with Laura’s father, Scott.
Ben exits. Scott MacNamara stares suspiciously at Vitti,
wondering about his connection to Ben.
ANALYZE THIS – Rev. 7/13/98 67.
40B CONTINUED: (2) 40B
Why don’t you look over that way
before I have to bust your fuckin’
Scott looks away, terrified, as Vitti exits past him.
40C OMITTED 40C
40E EXT. HOTEL COURTYARD – DAY 40E
The sun shines brightly on the wedding day. Guests are
assembling for the ceremony.
41 INT. HOTEL ENTRANCE – MOMENTS LATER 41
Tino, the hitman, arrives and saunters into the hotel.
42 INT. AREA OUTSIDE HOTEL ROOM – MOMENTS LATER 42
Jelly walks up to one of the bodyguards.
I’m gonna get something to eat.
You want like a sandwich or
Yeah. What kinda sandwich isn’t
A half a sandwich.
I’ll be back in about twenty
The elevator arrives, Jelly gets in and the doors close
ANALYZE THIS – Rev. 7/13/98 68/69.
43 ANOTHER ELEVATOR 43
The doors open and the Bodyguard turns to look. TWO
SHOTS from a PISTOL with a SILENCER strike him in the
chest and he falls to the floor dead. Tino steps out and
drags the body to the stairwell.
44 OMITTED 44
44A EXT. HOTEL COURTYARD – LATER 44A
The guests are seated, Ben and Michael stand with the
justice of the peace as Scott walks Laura down the aisle.
The harpist is playing and all’s right with the world.
Scott shakes Ben’s hand.
(quietly, to Ben)
Nod your head and smile. Now, you
listen to me, goombah. I know what
your game is, and you’d better
call it quits, because if you and
your paisans do anything to hurt
my little girl, I’ll kill you.
Understand? Nod and smile.
Scott crosses away.
What was that about?
Nothing. Your father thinks I’m
in the Mafia.
Let’s get married.
45 INT. VITTI’S HOTEL SUITE – SAME TIME 45
Using a stolen pass key, Tino quietly opens the door and
enters. He steps into the living room and hears WATER
RUNNING in the bathroom. He stealthily approaches the
bathroom door and draws his pistol with a silencer on it
from under his jacket.
46 INT. BATHROOM – SAME TIME 46
Vitti stares at his reflection in the mirror, then starts
washing his face. In the mirror we can see the door
starting to open behind him, and the long barrel of
Tino’s pistol through the crack. Vitti blindly gropes
for a towel and starts drying his face.
47 INT. VITTI’S BEDROOM – SAME TIME 47
Tino is about to shoot when Jelly comes up behind him,
throws one strong arm around his neck in a powerful
choke-hold, and grabs Tino’s gun-hand with his free hand.
Vitti hears the sounds of a scuffle, steps out of the
bathroom, and sees Jelly struggling with Tino.
Tino gets off a couple of wild SHOTS, but Jelly finally
shakes the GUN loose from Tino’s hand.
Vitti picks up the gun and puts it to Tino’s head. Tino
shuts his eyes and turns away, expecting the shot, but
then Vitti’s hand starts to shake and he breaks into a
Tino opens his eyes, sees Vitti frozen, and starts
fighting with renewed strength. Jelly hangs on, looks at
Vitti with concern, then wrestles Tino out onto the
47A EXT. HOTEL COURTYARD – DAY 47A
The ceremony is in progress.
If any man here knows why these
two people should not be joined in
holy matrimony, let him speak now
or forever hold his peace.
A beat, then a SCREAM is heard from above, then Tino
crashes into a buffet table in the b.g. Wedding guests
react in horror.
48 OMITTED 48
ANALYZE THIS – Rev. 7/20/98 71.
50 INT. VITTI’S SUITE – LATER 50
Jimmy and Jelly are hastily throwing clothes into
suitcases. Vitti comes out of the bedroom hurriedly
buttoning up his shirt.
(urgently, to Jelly)
Tell Mikey to take Marie and the
kids right to the airport.
You get the car, bring it around
to the back and wait for me.
Ben bursts into the room.
That’s it. I’ve had it with you!
What happened? I just saw a man
fall seven stories into a platter
of poached salmon! That’s what
Did he break anything?
Yes. Everything! They’re still
picking the capers out of his
Hey, people get depressed, they
jump. It’s a human tragedy,
but it’s not my fault.
You’re telling me it was suicide?
I think he left a note. Jelly,
did they find that note?
No, but they will in a minute.
Oh, yeah, here it is.
ANALYZE THIS – Rev. 7/20/98 72.
50 CONTINUED: 50
(picks up a
slip of paper,
pretends to read)
‘Life is bullshit. I can’t
fuckin’ take it no more. Tino.’
Enough talking. We got to get
out of here. The place is
crawling with feds. I’m going
back to New York and I suggest
you do the same. They’re
probably onto you too now.
Onto me? What are you talking
about? Being an accessory to
murder was not part of our
Hey, why you busting my balls? I
didn’t kill him. I can’t speak
for everyone in the room, but —
The son-of-a-bitch came after me!
It was self-defense. Trust me,
Doc. In this one, we’re the
Suddenly Laura bursts into the room, still in her wedding
dress, but disheveled.
How could you do that?
Great. Another country heard from.
Get her outta here.
Honey, why don’t you wait
ANALYZE THIS – Rev. 7/20/98 73.
50 CONTINUED: (2) 50
Why, they’re going to throw me
off the balcony, too?
I am thirty — over thirty years
old and all my life I have dreamed
of walking down the aisle in a
beautiful white dress and
marrying the man I love.
That’s a beautiful dress.
Thank you, but it’s not about the
dress! We were supposed to get
Of course I’m upset!
I’m going downstairs to pack, then
I’m going to New York and I’m
getting married with you or
without you. Okay?
I’ll be right there.
to the door)
Everything’s going to be all
right. I promise.
He kisses her and closes the door behind her.
Are you happy now? You ruined my
What, you think I wanted this?
I’m the victim here! I swear,
I’m going to kill that
Is that all you know? Do you
hear yourself? I knew this
ANALYZE THIS – Rev. 7/20/98 74.
50 CONTINUED: (3) 50
This whole thing has been one
big disaster from the minute
you walked into my office.
We’re finished! You hear me?
I am no longer your doctor!
Just ‘cause of this?
Of course because of this! You
don’t have even the tiniest shred
of human decency. All you know
is threats and violence and
that’s all you’ll ever know and
I can’t be around that!
Vitti stares at Ben for a long beat.
What do you want me to do?
51 INT. SINDONE’S OFFICE – CONTINUOUS ACTION 51
Sindone is watching “America’s Most Wanted,” rooting for
the criminals. Moony comes to him looking concerned.
How come I can’t get on this show?
This is a good show.
Primo. You got a phone call.
It’s Paul Vitti.
(picks up the phone)
INTERCUT Vitti and Sindone.
Vitti is on the phone, struggling to contain his rage.
Primo, it’s Paul Vitti.
ANALYZE THIS – Rev. 7/20/98 74A.
51 CONTINUED: 51
Yeah, how’s it goin’?
Not good. Whoever killed Dominic
is shooting at me now and I’m
having a lot of feelings about it
and I’d like to get some kinda —
— closure on this.
Ben nods in encouragement.
What kind of feelings?
I feel very angry, you know. Very,
uh, enraged. Mad. Real mad.
Thumbs up from Ben.
So why you telling me?
Why am I telling you? Like you
had nothing to do with it?
I don’t know what you’re talking
Okay, whatever, I just wanted to
tell you how I feel because I know
that anger is —
He looks at Ben.
A blocked wish —
— a blocked wish, and I’m getting
my wish unblocked and I’m looking
forward to getting some
ANALYZE THIS – Rev. 7/20/98 74B.
51 CONTINUED: (2) 51
— and if you make one more move
on me I swear to God I’ll cut
your fuckin’ balls off and shove
‘em up your ass!
Vitti rips the phone cord out of the jack and smashes the
phone against the wall. He stands there fuming. Sindone
hangs up the phone on his end, worried.
Get a dictionary and find out what
this ‘closure’ is. If that’s what
he’s hitting us with, I want to
know what the hell it is.
51A INT. VITTI’S SUITE – MOMENTS LATER 51A
Vitti is still fuming.
Yeah, right up until the shoving
the balls. You can’t keep doing
this! You want to get physical?
Take a walk. Get a punching bag.
Hit a pillow.
Vitti whips out a .9MM AUTOMATIC and EMPTIES the CLIP
into a pillow on the couch.
There’s your fucking pillow.
Feel better now?
Yeah, I do.
52 OMITTED 52
ANALYZE THIS – Rev. 7/20/98 74C.
58 LARGE ITALIANATE FOUNTAIN 58
Cheeky marble cherubs bathe in the soaring jets and
bubbling pools of a large rococo fountain.
PULL BACK TO:
58 CONTINUED: 58
EXT. BEN’S DRIVEWAY – DAY
Ben, Laura and Michael are staring up at the elaborate
fountain that now fills the back yard.
Call the Vatican. Ask them if
Michael, get your bags out of the
It’s almost as tall as the house!
Michael crosses away. Laura glares at Ben.
(reads the card)
He felt bad. It’s a wedding gift.
Well, we’re not married, so I
guess we’ll have to send it back.
Hey, don’t blame me. You didn’t
want to finish the ceremony.
What did you expect? You think
that’s what I want to remember on
our anniversary? ‘Gee, honey,
let’s go look at the wedding
video. There’s my parents,
there’s your parents, and there’s
the guy who plunged to his death.’
I just want to marry you.
I’m starting to think that’s not
going to happen.
Come on. Next Saturday. It’s all
set. I even asked for a room with
a low ceiling, just to discourage
58 CONTINUED: (2) 58
And who’s going to be there?
Us three, a clergyman, and any
family members who’ve completed
their crisis counseling.
And no guests without necks.
Everybody has to have a neck.
We’ll do a neck check at the door.
59 INT. SOBOL FAMILY ROOM – MOMENTS LATER 59
The back door opens and Ben, Laura and Michael enter,
struggling with the luggage.
They freeze. Sitting in the family room are the three
FBI agents: Steadman, Ricci and Provano.
(showing his badge)
Doctor Sobol, Mrs. Sobol — I’m
Agent Steadman, Agent Ricci, Agent
Provano, Federal Bureau of
Organized Crime Division. We
need to talk.
Laura recognizes Provano from the hotel and glares
The FBI! This is better than
Michael, go to your room.
59 CONTINUED: 59
Fine. I can hear better in there
Michael exits. On the coffee table are dozens of pictures
of Ben and Paul Vitti taken in Miami and just about
Can you explain these photographs,
I’m a psychotherapist. Paul
Vitti is my patient.
Was your patient.
Right. Was. That’s what I meant.
But not like a real patient.
So why did he send you that
That was a gift to celebrate the
completion of his therapy. We
got our television from an
agoraphobic, so it’s not that
unusual — you know, maybe you
should discuss this with my
Yeah, maybe you should.
59 CONTINUED: (2) 59
Doctor Sobol, Paul Vitti is an
extremely dangerous man. We’re
talking conspiracy, fraud,
grand theft, murder…
Well, yeah, but don’t forget, the
man is a sociopath. You’ve got
to expect that kind of behavior —
Ben looks out the window and does a double take.
60 BEN’S POV 60
Isaac and Dorothy are standing in the yard, gawking
at the fountain.
61 BACK IN FAMILY ROOM 61
Excuse me, fellas. My folks are
here and I’d like to — well, die
would be my first choice. Can I
It’s your house.
Too bad you didn’t remember that
when you were breaking in.
(as he goes)
Honey, maybe the federal agents
would like something to drink?
Could you see what we have?
(to the Agents)
I tried, guys.
62 EXT. BACK YARD – CONTINUOUS ACTION 62
Ben rushes up to Isaac and Dorothy.
Hi! What a surprise.
Ben kisses his mother as she stares at the fountain.
That certainly makes a statement.
It’s a little big for the yard,
don’t you think?
What can I tell you, Mom? It
looked much smaller in the store.
Think it’ll affect your water
I think it’ll affect the tides.
What are you doing here?
Your father and I are just very
concerned about what happened
How was your flight home? Anyone
hang themselves in first class.
We got in last night, we couldn’t
sleep a wink. Is Laura inside?
Yeah, but she and Michael are
spending some time alone, you
know, getting to know each other.
That’s important. I don’t want
to disturb that dynamic.
So you’re not going to invite us
62 CONTINUED: 62
Well, I’m going to wait in the
car. There’s too much spray.
Dorothy crosses away.
All right. What’s with you and
Well, Dad, I’m not at liberty to
He’s your patient? Are you
joking? Have you thought about
what this could do to your
You, know, I always wanted to be
great, but then I realized that I
might have to settle for just being
good enough. Now I’ve got this guy
who’s hurting and I’m thinking that
if I can help this guy, maybe I can
be a little bit great.
Jesus, Ben, you’re the one who’s
going to be hurting. I want you
to stop seeing him.
Didn’t you read your own book?
Instead of trying to run my
life, why don’t you just close
your eyes, take a deep breath, tell
me what you feel, tell me what
This is bullshit.
You wrote it.
62 CONTINUED: (2) 62
I love you — and I’m afraid for
you — I want you to be safe —
and I want you to have a good life.
Is that really it?
They embrace awkwardly.
You know why I became a shrink?
Because I grew up with a great
one walking around the house.
I thought you became a shrink
because you were sleeping with
your psychology professor at
Yes, and because of you.
63 INT. FAMILY ROOM – MINUTES LATER 63
Ben comes back to Laura and the Agents.
Okay, so you were saying?
Let me cut to the chase. Sometime
in the next week or so, the heads
of every major crime family in the
United States are going to meet
together somewhere in the New York
Ben nods, finally understanding Vitti’s two week deadline.
We think the stage is set for a
major bloodbath. Has he mentioned
anything about it to you?
63 CONTINUED: 63
No. If he said anything about a
bloodbath, I probably would’ve
remembered it. Bloodbath is one
of those words that, you know,
stands out in a conversation.
You could really help us out by
supplying information about that
And if I don’t?
If you don’t, I will personally
make your life a living hell. I
want you to think about that and
call me at this number when you
change your mind.
You mean if I change my mind.
I mean when.
Okay. Guess what, fellas?
You don’t scare me.
(to the Agents)
There’s going to be a bloodbath.
Oh, yeah. Only it’s going to be
between you and me. You think you
can break into our home and
intimidate us? That ain’t the
way it works here, boys. Whatever
he and Paul Vitti talked about is
privileged. He doesn’t have to
tell you a thing.
63 CONTINUED: (2) 63
Tarasoff vs. The University of
California. Look it up. Now, if
he’s done something wrong, take
him downtown and book him.
Otherwise, I’ll ask you very
kindly to get the hell out of
We’ll be in touch.
The Agents exit.
Laura, that was really —
Oh, shut up!
Laura storms out of the room in a fury. Ben stands,
looking miserable, then we hear Michael’s voice from
You are in trouble.
64 INT. OLD LION SOCIAL CLUB – DAY 64
Vitti is conferring with Sal Masiello, his consigliere.
Paul, I don’t mean this in a
disrespectful way. You know I was
a good friend to your father and I
will always be a good friend to
you. But the word is out that
you’ve been talking to a shrink.
Is that right?
Vitti shoots Jelly a sharp look. Jelly looks away.
What’s the point here?
64 CONTINUED: 64
This concerns the whole family.
Right now, we’re the only ones who
know about it, but if it gets out
on the street — what then? Who
knows what you’ve been saying in
It’s none of anybody’s business
what I say in there.
Paul, I beg to differ. If you’re
doing this to establish some kind
of insanity defense later, that’s
one thing. But everybody’s gonna
think you’re falling apart, and
that ain’t good. They’ll take it
as a sign of weakness, and that
makes us all vulnerable. Sindone
would take over everything.
So what do you want me to do?
It’s time to end it.
What do you mean, end it?
Get rid of this shrink. He knows
too much already.
You want me to whack my doctor?
If you don’t do it, somebody else
will. It’s the only way.
No. Nobody touches him. You hear
me? Anybody lays a finger on him,
I’ll kill ‘em. Is that clear?
64A FLASHBACK – EXT. STREET ON LOWER EAST SIDE – DAY 64A
Vitti and Ben are walking down the street. For some
reason, Vitti is wearing a hat.
I’m going to buy some fruit.
You want anything?
No, go ahead.
Ben crosses to a sidewalk fruit stand and starts picking
out oranges. Vitti leans up against a car waiting for
him to finish. SHOTS are FIRED. He runs toward the car.
More SHOTS are FIRED. Ben is hit. Vitti pulls out his
gun but he fumbles and drops it. The gunmen run off.
Ben sinks to the pavement, mortally wounded. Vitti kneels
next to him and sobs loudly. He puts his hand to his
head, knocking off his hat.
64B INT. BEN’S BEDROOM – NIGHT 64B
Ben jerks upright in bed, knocked awake by the nightmare.
65 HOLY WATER FONT 65
Someone dips their fingers in.
INT. CATHOLIC CHURCH – NEXT DAY
It’s Vitti. He goes down on one knee and genuflects in
front of a big crucifix. Ben wiggles his finger in the
holy water, just kind of curtsies and waves at Jesus on
You look lousy. You all right.
Listen, Paul, please don’t send me
any more gifts.
You didn’t like the fountain?
65 CONTINUED: 65
That’s not the point. It’s a
Boundary issue? I say if more
people gave from the heart, we’d
all be better off. Let’s see your
(as Ben shows his
Piece of junk. You’re getting a
Don’t buy me a Rolex.
Who said anything about buying it?
They cross to the main aisle of the church.
Listen, I really need to talk
Ben stops cold. A casket sits in front of the altar.
A funeral service is in progress.
Tommy Angels. We grew up together.
Worked for a crew out of Jersey
How did he die?
He was on his way to talk to a
federal prosecutor. Got hit by
a truck — twice.
Do I need to know that? I’m
having nightmares as it is.
The funeral procession comes down the aisle.
Last night I dreamed we were
walking down the street, I stopped
to buy some fruit, and they shot
me — like Brando in The Godfather.
65 CONTINUED: (2) 65
Good scene. Was I there?
A mourner walks up to Vitti, bows his head in respect and
kisses Vitti on both cheeks. Vitti on both cheeks. Vitti
gives him a consoling pat on the shoulder, then the man
kisses Ben and walks off.
You dropped your gun, then you ran
over to me and started yelling,
I was Fredo. I don’t think so.
An older woman kisses Vitti’s hand, then both his cheeks.
Vitti whispers a few words to her, then she kisses Ben’s
hand and moves on. More old ladies kiss their hands as
they walk by.
You’re losing it, Doc. You may
need therapy yourself.
A man comes up to Vitti, kisses him on both cheeks,
embraces him with excessive energy, then repeats the
whole scene with Ben and exits. Ben looks at Vitti.
Him I don’t know. Let’s get
65A OMITTED 65A
66 EXT. CHURCH – MOMENTS LATER 66
Ben and Vitti come out of the cathedral.
Don’t you see? You called me
‘Papa.’ It’s all about your
What’re you, nuts? It was your
66 CONTINUED: 66
Yes, but that’s what your black
milk dream was about, too.
Uh-uh. I don’t buy it. In my
dream, I’m bringing the baby
the black milk.
Freud believed you’re everyone
in your dreams.
Yeah, well, that guy I don’t need
to hear about. I can’t even call
my mother on the phone after that
thing you told me.
Let’s say you are the baby. What
kind of milk did you get from
Could we stop talking about my
That’s the whole point! We have
to start talking about your
father. You know what it’s like
dealing with you? This is you.
You gotta help me, Doc. I’m a
mess. I’m in pain.
Okay, Paul, I can help you.
Fuck you. Nobody helps Paul
Very good. Now I’ll do you.
‘Boo-fuckin’-hoo.’ I never said
this would be easy. Let’s see how
you like it. Let’s talk about
66 CONTINUED: (2) 66
Is he still alive?
Yes, he’s still alive.
What kind of work does he do?
That’s not important.
You paused. That means you had a
feeling. What does he do?
He’s a psychiatrist.
Ooh, you’re fucked up. Next
We’re running out of time, Paul.
Let’s not waste it talking about
Your father’s a problem?
That’s what you just said! You
I’m not upset!
Hey, I’m good at this.
66 CONTINUED: (3) 66
We have three days left. If you
want to spend it screwing around,
I can’t help you.
(hailing a taxi)
Call me when you’re ready to get
Say hello to your father for me!
A cab stops at the curb.
66A EXT. CHURCH – SAME TIME 66A
Handsome Jack and Potatoes watch from a vantage point in
the park nearby.
We could just pop him right now.
In front of a church? What are
you, a fuckin’ animal? It’s a
Is the sidewalk holy, too? I mean,
where does the holiness end?
I don’t know. Second Avenue?
67 OMITTED 67
69 DIGITAL SOUND MIXER 69
in the FBI van. A technician works at the computer
console. Steadman listens.
You want me to whack my doctor?
69 CONTINUED: 69
If you don’t do it, somebody else
will. It’s the only way.
No. Nobody touches him. You hear
me? Anybody lays a finger on him,
I’ll kill ‘em. Is that clear?
Then the technician plays an altered version.
You want me to whack my doctor?
If you don’t do it, somebody else
will. It’s the only way.
(after a beat)
I’ll kill ‘em.
70 INT. LIVING ROOM – SAME TIME 70
Steadman shuts off a tape recorder, having just played
the altered tape for a stunned Ben and Laura. A long
beat, then Ben looks up at the agents.
What do you want me to do?
71 INT. JIMMY’S CAR – SAME TIME 71
Jimmy is parked at the corner watching the Sobol house as
the three FBI agents leave.
72 EXT. OLD LION SOCIAL CLUB – LATE AFTERNOON 72
Masiello is face to face with Vitti.
Paul, he talked to the Feds.
72 CONTINUED: 72
I know this guy. He would never
talk to the Feds.
Jelly’s CELLULAR PHONE RINGS. He steps away and answers
it quietly during the following.
The FBI was at his house today.
It’s the truth. I saw ‘em.
You’ll see. Next thing is he’s
gonna call you and ask for a
Come on. You don’t know this
Jelly covers the phone and turns to Vitti.
It’s Dr. Sobol. He says he needs
to see you right away.
73 EXT. STREET CORNER – NIGHT 73
Ben waits on a deserted corner in Brooklyn. A black Town
Car appears and stops to pick him up. The windows are
heavily tinted. Ben takes a deep breath, crosses to the
car and opens the back door.
EXT. JELLY’S CAR – CONTINUOUS ACTION
Ben finds Jelly sitting in the back seat next to Vitti.
Sit up front with Jimmy.
You want me to sit in front?
Paul usually sits in front.
73 CONTINUED: 73
So this time you’ll sit up front.
Why you making a federal case?
(getting in the car)
Federal case? I’m not making a
federal case? Let’s go.
74 INT. PARETTI’S RESTAURANT (JERSEY CITY) – LATER 74
A waiter pours red wine. Ben is eating out of pure
anxiety. Jelly and Jimmy watch him intently. Vitti
Wow, this is really good.
Delicious. I love Italian food.
I’ve never been to Italy but I’d
love to go. I’ve been to France.
And Jamaica. That’s nice, but I’m
sure it’s very different from
Italy. A whole different, uh —
So what’s everybody doing this
Carlo Mangano comes to the table. Vitti gets up, hugs
and fraternal kisses all around, then Mangano sits down
This is Ben. He’s a friend of
Say hello to Carlo Mangano.
How you doin’?
Carlo was on my father’s crew.
He’s always been like a — I don’t
know — like a cousin to me.
I am your cousin.
74 CONTINUED: 74
I know, that’s what I’m saying.
It’s like a family thing. The
Anything you need, anything I can
do for you, Paul, you know. I’m
here for you.
I know. So did you take care of
that thing I asked you about?
Is it all right to talk business
in front of your friend?
Yeah, I took care of it.
How about that other thing?
I’m waiting for that first thing
to come through. I can’t move
until it does.
Did the guy give you a problem?
A little. He’s a lunatic.
75 INT. FBI VAN – SAME TIME 75
The agents monitor the conversation through the bug Ben
is wearing. They shake their heads at the
What did he say?
75 CONTINUED: 75
Did you tell him you weren’t going
What was I gonna do?
76 BACK IN PARETTI’S 76
You always gotta nip that shit in
Yeah. But if the first thing is
okay, that should fix everything.
Including the second thing.
Yeah, but —
Don’t repeat any of that to
What? The first thing or the
That’s Stevie Beef over there. I
gotta go say hello to him for a
Ben watches Vitti and Mangano cross the room, then turns
to Jelly and Jimmy.
Stevie Beef. Interesting name.
When he was younger they probably
called him Stevie Veal.
(off no response)
You guys come here often?
Paretti’s has a very special
meaning to Paul.
76 CONTINUED: 76
Yeah, this is where his father got
What’s the big secret?
Wait a second. Paul’s father was
Right at that table. With his
whole family there.
Hey, just shut up.
Paul, too? He was there?
He don’t like to talk about it.
Everything is suddenly clear to Ben. He stands up.
Where you goin’?
I’ll go with you.
77 INT. BATHROOM – MOMENT LATER 77
Ben and Jelly enter.
I gotta — you know — poop.
Ben goes into a stall, latches the door and drops his
pants. Jelly combs his hair in the mirror.
77 CONTINUED: 77
INT. STALL – SAME TIME
Ben hastily unbuttons his shirt, revealing a small
microphone taped to his chest. He picks at the edge of
the tape, takes a deep breath, then rips it off.
at the urinal, reacts to Ben’s cry.
You need more roughage. A bran
muffin in the morning would
help with that.
78 INT. PARETTI’S – BACK AT TABLE – FEW MINUTES LATER 78
Ben and Jelly rejoin Vitti. Ben starts right in on him.
I have to talk to you — in
(to Jelly and Jimmy)
Leave us alone.
They exit without hesitation.
Why didn’t you tell me about your
What about him?
You said he died of a heart
So what’s the problem?
What’s the problem? Your father
78 CONTINUED: 78
Heart attack, murdered, what’s the
difference? He’s dead.
There’s a big difference. Why
didn’t you tell me?
Because it’s private. You think I
tell you every little thing?
That is not a little thing!
Okay, you want to know? Analyze
this. I was twelve years old, the
whole family was having dinner
together right over there, two
guys walked in and shot him dead
right in front of us. Okay?
And you didn’t think this was
important enough to tell me?
What am I supposed to do? Spend
the rest of my life crying about
the past? Forget about it.
You know what? I think you want
to talk about it.
No, I don’t want to talk about it.
I think you do.
No, I don’t.
Then why did you choose this
‘Cause I like it, okay?
ANALYZE THIS – Rev. 6/25/98 99.
78 CONTINUED: (2) 78
Of all the places we could’ve gone,
why this one?
White clam sauce. The best.
No, we’re here because you wanted
me to know about your father.
You’re reaching out to me.
I’ll reach out to you —
Vitti suddenly reaches over and rips Ben’s shirt open.
All he sees is a bald patch on Ben’s chest where the bug
I think we have some major trust
78A INT. SINDONE HEADQUARTERS – SAME TIME 78A
The cutting room is deserted except for Primo and his
men. Sindone is at his desk reading the entertainment
section of the New York Times.
(studying the paper)
I’d like to see a movie but
there’s nothing out there. It’s
all this shoot-‘em-up action
bullshit. I get enough of that at
They all laugh. Moony finishes a call on his cell phone.
That was our friend. He marked
your guy at Paretti’s.
Yeah? Then let’s make it the last
You got it, Primo.
ANALYZE THIS – Rev. 6/25/98 99A.
78A CONTINUED: 78A
(as they exit)
Hey, Jack. Just for fun, tear
out his heart and bring it to me.
79 EXT. STREET – LATER 79
Vitti, Ben and the boys come out of the restaurant and
walk to the car.
Jimmy, you can have shotgun this
time. I don’t mind.
Nah, sit up front. There’s more
room for your legs.
My legs are short, it’s fine in
Get in the front.
You know what? It’s late. I think
I’m just going to call it a night.
Why don’t I just grab a cab and
head on home.
ANALYZE THIS – 6/17/98 100.
79 CONTINUED: 79
Get in the car.
No really, it’s all right.
(pulls a gun)
Get in the fucking car.
Ben looks to Vitti for help.
Do what he says.
You know, we call this a
transference neurosis. It’s
when the patient starts acting
out his problems with his therapist
instead of out in the world. It’s
usually considered a good sign.
Not for me, in this case, but —
Jimmy forces him into the back of the car.
79A EXT. PARETTI’S RESTAURANT – MOMENTS LATER 79A
The Lincoln makes a U-turn in front of Paretti’s and
drives off down the street passing Handsome Jack and
Potatoes in a car parked at the corner. The car takes
off after the Lincoln.
80 INT. FBI VAN – SAME TIME 80
The agents are monitoring the bug, but all they hear is
WATER RUNNING and TOILETS FLUSHING.
What’s he doing in there? He’s
been in the bathroom for half an
Ricci and Steadman look at each other.
ANALYZE THIS – 6/17/98 101.
81 EXT. PARETTI’S RESTAURANT – MOMENTS LATER 81
The FBI van pulls up and lurches to a stop.
82 INT. PARETTI’S BATHROOM – MOMENTS LATER 82
Steadman rushes in, pushes open the stall and sees the
microphone and transmitter in the bottom of the toilet
83 OMITTED 83
85 EXT. SCRAP YARD – NIGHT (LATER) 85
Jelly’s car pulls into a scrap metal yard and parks.
They all get out. Jelly hands Vitti a gun.
(to Jimmy and Jelly)
Leave us alone.
Jelly looks apologetically at Ben.
Sorry, Doc. It’s not personal,
Don’t kid yourself, Jelly. It
doesn’t get more personal than
85 CONTINUED: 85
Jelly and Jimmy walk away, leaving Ben alone with Vitti.
You know why I have to do this,
Because you’re a paranoid? No,
actually you’re a reverse
paranoid. You think you’re out to
Don’t bullshit me! You betrayed
me! You stabbed me in the back.
They start shouting at each other.
I betrayed you? What are you
talking about? Who’s got the gun?
You think I’m an idiot? Don’t
insult my intelligence. You
cooperated! You talked to the
They played me a tape! You said
you were going to kill me.
Never. I never said that.
They glare at each other for a moment.
It doesn’t matter. I didn’t
betray you, Paul. Yes, they
made me wear a wire, but I took it
off, because I think I know how to
help you now.
I don’t want to know what you
Yes, you do.
No, I don’t!
ANALYZE THIS – Rev. 6/10/98 103.
85 CONTINUED: (2) 85
I think you do.
(puts the gun
to Ben’s head)
It’s over! Don’t you get it?
I took one chance and that’s it.
(as Vitti cocks
Can I ask you one last question?
What did you order?
What did you order?
That night. What were you eating
the night your father got killed?
How the hell do I know?
You don’t remember?
It was 35 years ago.
What did your father have?
I told you! I don’t remember.
ANALYZE THIS – Rev. 6/10/98 104.
85 CONTINUED: (3) 85
What’s the matter with you?
It’s a simple question. What was
your father eating!
(after a long
Good. And you.
The food was on the table?
They were just serving it.
Did you see the guys coming?
One of them. Dressed like a
Did your father see him?
No, but I knew he looked wrong.
His pants. They looked too good
for a busboy.
He walked over to the table?
I watched him the whole way.
Did you say anything?
ANALYZE THIS – Rev. 6/10/98 105.
85 CONTINUED: (4) 85
My father was so mad at me.
And you were mad at him.
I couldn’t say anything.
I never saw the second guy. My
mother started screaming.
And you blame yourself?
I coulda saved him.
But you were mad at him.
I killed my father.
You didn’t kill him, Paul. You
were angry but you didn’t kill
him. That’s the life he chose.
I never got to say good-bye.
Say it now, Paul. Talk to him.
What do you want to tell him?
You have to. Tell him, Paul.
I’m sorry. I’m so sorry.
ANALYZE THIS – Rev. 6/10/98 106.
85 CONTINUED: (5) 85
It’s okay, Paul. You can let go
of it now.
Vitti leans back against the car, slumps to the ground
and starts sobbing, 35 years of pent-up grief finally
86 JELLY AND JIMMY 86
Standing around smoking, waiting for the death shot.
What’s taking so long? I’m ruining
my goddamn shoes here. Fuckin’
$350 Bruno Maglis.
What’s wrong with you? Don’t you
have any respect? This is a very
difficult thing for Paul.
Shoulda let me do it. I’d be
home watchin’ E.S.P.N.2 by now.
World’s strongest man. You should
see these guys.
87 VITTI AND BEN 87
Ben is comforting Vitti.
You couldn’t save him, Paul. He
was trying to save you. That’s
what you fought about. He didn’t
want this for you, and you don’t
want it for Anthony. You don’t
want him to grow up the way you
did — without a father.
Vitti just cries louder.
88 JELLY AND JIMMY 88
hearing the crying.
Jesus, the guy’s fallin’ apart.
Why doesn’t he just pop him? It’s
ANALYZE THIS – Rev. 6/10/98 106A.
89 BEN AND VITTI 89
Ben tries to comfort Vitti who is still crying.
Your father’s not dead, Paul. He’s
alive — in you. And he’s trying
to tell you something.
89 CONTINUED: 89
Suddenly, there is a GUNSHOT and a BULLET RICOCHETS off
the TOP of the CAR.
Oh, my God!
90 HANDSOME JACK 90
He OPENS UP with a MAC-10.
JELLY AND JIMMY
Jimmy goes down, hit in the shoulder. Jelly dives for
cover behind a rusted car body.
VITTI AND BEN
(in a panic)
Paul! They’re shooting!
Vitti continues to sob, oblivious to the GUN BATTLE
raging around him.
He FIRES back at Handsome Jack.
He rakes the Lincoln with a BURST from the ASSAULT RIFLE.
All the WINDOWS ARE BLOWN OUT by the GUNFIRE. Ben
Paul! For God’s sake, shoot
Vitti just sits there on the ground, still sobbing
He reloads and FIRES again.
90 CONTINUED: 90
Jelly’s last SHOT strikes him right in the chest, and he
He sees Potatoes fall and starts moving out, covering his
retreat with another BURST from his MACHINE GUN.
Something snaps inside Ben.
He takes the GUN out of Vitti’s hand and starts FIRING
He sees Handsome Jack emerge from cover and takes him out
with FIVE QUICK SHOTS.
He goes down FIRING, dead before he hits the ground.
It’s suddenly quiet. After a long moment, Jimmy rolls
over and moans. Jelly goes to him and starts examining
91 JELLY’S CAR 91
Ben stands up, still holding Vitti’s gun. He sees
Handsome Jack lying dead on the ground.
Oh my God! Did I do that?
No, Doc. That one’s mine. You
got the Chevy Camaro and the
91 CONTINUED: 91
Vitti emerges from behind the car looking red-eyed but
composed again and looks at Ben.
Pretty fuckin’ ironic, isn’t it?
You can give me back the gun now,
Vitti holds out his hand. Ben hesitates for a moment,
then hands him the gun.
It’s okay. I wasn’t really gonna
All right, maybe I was gonna whack
you, but I was real conflicted
about it. Progress, right?
I don’t think I can see you
Yeah, I figured.
This was big tonight. You might
feel a little raw for a while.
So good luck. It’s been —
Vitti nods, they stand there for another moment, then Ben
walks off into the night.
92 INT. BEN’S OFFICE – MORNING 92
ELAINE, a fortyish, tired-looking wife and mother sits
on the couch across from Ben. Ben looks bored and
I want to please him in bed, but
whatever I do it seems like it’s
never enough. Now he wants me to
say things when we’re making love.
92 CONTINUED: 92
What kinds of things does he want
you to say, Elaine?
Well, he wants me to call him ‘big
boy.’ And he’s my bucking bronco,
and I’m supposed to ride him hard
and put him back in the barn wet.
Michael’s laughter is heard coming through the vent. Ben
closes his eyes and sighs deeply.
Are you all right, Dr. Sobol?
Let me suggest something, Elaine.
If the man wants you to say things
… damn it, you should get down
on all fours and bark like a dog
if that’s going to get the job
done. Break out the wine, baby.
Smoke a joint. Do what you have
to do, because life is too short.
It’s just too fucking short.
Elaine stares, taken aback, then she smiles.
93 EXT. VITTI’S HOUSE – SEVERAL DAYS LATER 93
Jelly, Jimmy and Iron Mike arrive and walk up to the
house. The rest of the crew are standing around on
94 INT. VITTI’S BEDROOM – MOMENTS LATER 94
Jelly enters and finds Vitti in his undershorts, putting
on his tie, looking very strong.
How you feelin’, boss? You need
94 CONTINUED: 94
No, I’m great. Never felt better
in my life. When this meeting is
over they won’t know what hit ‘em.
Jelly gives him the thumbs up and exits. Vitti turns to
the TV and starts knotting his tie as a PRUDENTIAL
INSURANCE COMMERCIAL STARTS PLAYING, featuring a father
and his son. As Vitti watches the sentimental ad, his
eyes fill with tears.
95 EXT. WALDORF-ASTORIA HOTEL – LITTLE LATER 95
The sun is shining. A beautiful day for a wedding.
“HERE COMES THE BRIDE” is heard.
96 INT. WALDORF-ASTORIA BANQUET ROOM – LATER 96
The crowd oohs and aahs as Laura starts down the aisle
in her wedding dress. Isaac and Dorothy are standing
near the chupah ready to receive her.
Is Ben going to step on the glass?
No. He doesn’t want to hurt his
foot, so they’re going to drop a
person on it.
96A INT. WALDORF-ASTORIA BANQUET ROOM – MOMENTS LATER 96A
Laura and Ben stand before a REFORMED RABBI. The family
is gathered again. Michael stands just to the side.
We are put on this earth to find a
love, a soulmate, someone with whom
we can create joy. How glad we are
today that Ben and Laura have found
each other, and we anticipate and
celebrate the years of joy they will
share together from this day on.
We hear a PSST from somewhere. Ben and Laura don’t seem
to notice it.
96A CONTINUED: 96A
Ben, do you take this woman, Laura,
to be your lawfully wedded wife, for
richer, for poorer, in sickness and
in health, ‘til death do you part,
so help you God?
Another PSST. Ben looks over and sees Jelly standing
behind some flowers to the side of the altar.
No, not you. I was talking to him.
It’s not important. Yes.
Yes to the thing before. To her.
That’s a yes. Pick it up from
Jelly moves closer. The guests start to mutter.
Doc, we’re going to need to hurry
it up here.
I do not believe this!
(to the Rabbi)
Haul ass, buddy. We got a problem.
Who the hell do you think you are?
96A CONTINUED: (2) 96A
Ooh, she’s feisty. Watch out, Doc.
(to the Rabbi)
Tick tock, let’s go. Hurry up and
pronounce them, huh?
By the power vested me by the state
of New York, I now pronounce you
man and wife.
Okay. Kiss, kiss —
Ben and Laura kiss.
I’m sorry about this, Mrs. Sobol,
but duty calls, you know?
Oh. You’re the first person to
call me Mrs. Sobol.
Laura, I’m sorry. It’s the job.
Go. Just go.
Have him back here by the salad
course or you’re in serious
You’re a pistol.
I like her.
Ben kisses Laura, then the organist plays “Here Comes the
Bride” as Jelly and Ben hurry down the aisle together.
ANGLE ON SCOTT AND BELINDA, ISAAC AND DOROTHY
shaking their heads in confusion.
97 OMITTED 97
99 INT. WALDORF-ASTORIA HOTEL – RECEPTION AREA 99
Ben comes out of the function room with Jelly.
He’s bad, Doc. Worse than I ever
seen him. I think his inner child
is all fucked up.
Have you ever seen an episode like
Yes. Once on ‘Bonanza,’ Hoss
Cartwright got bit by a raccoon.
He got this fever and he was shaking —
100 OMITTED 100
100A INT. WALDORF GARAGE – MOMENTS LATER 100A
Jelly and Ben come out of the hotel into the garage area.
This is serious, Doc. If he
doesn’t make this meeting, they’ll
kill him for sure.
Can’t someone else in the family go
for him? Tommy the Tongue? Louie
the Lip? What about you? You go?
That would work except for one
little detail. I’m a fucking
moron. I’m known for it.
You have to go.
Me? You must be a moron.
100A CONTINUED: 100A
Hey! Watch that.
You just said it yourself.
It’s different when I say it.
When you say it, it sounds very
I’m sorry, Jelly, but I’m not going.
I’m not on the payroll anymore, so
forget about it. My wife is waiting —
He turns to go back into the hotel.
Ben feels a gun pressed against his back.
You can’t shoot me, Jelly.
Correction. Mr. Vitti couldn’t
shoot you. But here’s something
about me you should know. I never
got married, Doctor Sobol. I
don’t have a hobby. I never got a
dog or a cat. I don’t even have a
goldfish. I live for one reason
only, and that’s to serve Mr. Paul
Vitti. He’s what I’m thinking about
when I wake up, and he’s what I’m
thinking about when I close my eyes
to sleep. If he told me to jump off
a tall building, not only would I do
it, I would hope to survive so I could
do it again and again until he told me
to stop. This is all I know. This is
all I got. So please don’t think I
won’t kill you, because I’d hate for
your last thought to be a wrong one.
You’re going to that meeting.
100B INT. FBI CAR – MOMENTS LATER 100B
Parked on 50th Street, Ricci and another agent watch the
limo emerge from the Waldorf garage. Ricci signals
someone on the radio.
100C FBI HELICOPTER 100C
flies INTO VIEW over Park Avenue and starts tracking the
101 EXT. MID-TOWN TUNNEL – DAY 101
The black stretch limo approaches the tunnel entrance.
An FBI helicopter zooms INTO VIEW high above.
102 INT. HELICOPTER – SAME TIME 102
Steadman and Provano track the limo from the air as it
enters the tunnel.
103 OMITTED 103
104 EXT. TUNNEL EXIT – MOMENTS LATER 104
Fifteen identical limos emerge from the tunnel on the
Queens side and start criss-crossing as they leave the
toll booths, then head off in different directions.
105 INT. HELICOPTER – SAME TIME 105
Steadman and Provo try to pick Ben’s limo out of the pack
of identical limos heading up the Long Island Expressway.
Which one is it?
The black one.
105A INT. LIMOUSINE – DAY 105A
Ben is in the back with Jelly and Jimmy. One of their
crew, IRON MIKE, is driving. Ben is putting on a suit
of Jimmy’s. He looks very anxious.
(his shoulder bandaged)
Just remember. That’s a fuckin’
$1200 Valentino suit. You spill
anything on it, I’ll mess you up
Shut up. You’re making him
nervous. If he gets nervous and
fucks up, they’ll kill him for
Let’s go over it again.
This is insane.
Mr. Vitti’s been detained,
apologies all around, blah, blah,
blah. Then you say you’re the new
consigliere, and you’re prepared
to speak for Mr. Vitti.
Then you just keep your mouth
shut, and hope nobody asks you
Boy, this is some fuckin’ plan.
If you have to talk, just be
vague. Can you do that?
I’m a psychologist. Believe me, I
can be vague.
106 INT. VITTI’S BEDROOM – SAME TIME 106
Vitti is lying on the bed staring at the ceiling. Marie
is stroking his forehead. Then he looks over and sees
Anthony sitting in a chair at the foot of the bed,
watching him with concern.
Shouldn’t you be outside playing
No, it’s all right.
How long you gonna sit there?
How long you gonna lay there?
107 EXT. OZONE PARK (QUEENS) – MINUTES LATER 107
The limo pulls into the parking lot of the Tops Limousine
Service. Fifty other limos are already parked there.
Jelly and Jimmy get out, followed by Ben, now dressed in
shiny suit and pinky ring.
108 INT. TOPS LIMO GARAGE – CONTINUOUS ACTION 108
Ben, Jelly, and Jimmy enter a garage the size of a small
airplane hangar. The floor has been cleared and long
tables set up to form a square in the middle of the room.
Wiseguys with shotguns patrol the catwalks above the floor
and soldiers are posted at all the doors.
I can’t do this. I’m telling you,
I cannot do this.
Don’t fucking whine! Whining’s a
dead giveaway. Come on! You’re
the consigliere, for Chrissake.
108 CONTINUED: 108
Around the tables sit forty or fifty of the biggest
gangsters in the world. A few captains stand around the
perimeter, ready to serve their bosses.
These are the bosses? That one
looks like my Uncle Max.
Jelly steers Ben to an empty seat next to Carlo Mangano.
What’s goin’ on? Where’s Vitti?
On his way. Don’t worry.
Mangano eyes Ben with contempt.
What’s he doin’ here?
He’s — it’s okay. Forget about
Forget about it? What the hell is
Seated directly across the room from Ben is Primo
Sindone. He stares hard at Ben, trying to place him,
then leans over to Moony, his consigliere.
Who’s the guy with Jelly?
I don’t know.
Ben looks away nervously.
(to Jelly, borderline
I can’t do this.
He starts to get up but Jelly pulls him back down.
Moony stands up and gets everyone’s attention.
108 CONTINUED: (2) 108
All right, gentlemen. I think we
better start. We have a big
agenda, so for now let’s stick to
the big issues. And it would help
if you identify yourselves when
you speak, since we don’t all know
each other, and we didn’t think
anybody would be into wearing any
fucking name tags.
Laughter around the table.
Sindone stands up and looks straight at Ben.
I’m Primo Sindone. They call me
Sonny Long. It’s good to see so
many of the old faces here, and to
welcome the new ones from all over
the country. I see Frank Zello,
and Joe Baldassare, but I’m a
little disappointed to see that
the head of our other New York
family isn’t here today. All I
see is his man Jelly and some
sawed-off little prick nobody
Jelly looks at Ben, waiting for him to speak, but Ben
just sits, frozen, looking down at his hands.
(stands up, rattled)
Yeah, well, the thing is Mr. Vitti
has been detained and he sends his
apologies for — being detained —
and he apologizes for his —
Detained? What kind of bullshit
is that? What’s more important
than this? As the host of this
meeting, I take his not being here
as a sign of disrespect to me and
to all these other men, too, who
came a long way to be here.
Mr. Vitti meant no disrespect.
The thing is, he’s not feeling
well. He’s sick and he — didn’t
feel well —
108 CONTINUED: (3) 108
Ben rises and slaps Jelly hard across the face.
Jelly! We don’t ever discuss Mr.
Vitti’s health outside the family.
You know better.
Jelly is stunned. The bosses murmur.
All right, who is this guy and
what the fuck is he doing here?
In answer to your first question,
my name is Ben Sobol —
— leone. Sobboleone. They call
me — ‘The doctor.’ As for your
second question. I’m here
representing Paul Vitti. As his
conser — conghili —
(slaps him again)
Don’t you ever correct me again!
As his consigliere, I’m intimately
involved in all aspects of the
family business and I’m prepared
to speak for Mr. Vitti on all
Okay, Doctor, then let’s get down
to business. Everybody knows
there’s been this thing between me
and Paul Vitti for a long time.
Which thing are you talking about?
The first thing or the second
What second thing? I only know
108 CONTINUED: (4) 108
Well, I don’t see how we can
discuss the first thing without
bringing up the second thing.
Didn’t you talk to the guy?
He tugs meaningfully on his earlobe.
The guy with the thing.
What thing? What the fuck are you
How should I know? You brought it
to the others)
This is the whole problem. You
can’t have an intelligent
conversation with the man.
How about if I just break your
fuckin’ neck? What do you think
It’s not important what I think.
What do you think?
What do I think? I think it’s a
good idea! Why would I say it if
I didn’t think it was good?
I don’t know. Why would you?
I wouldn’t! That’s what I’m
Have you always had a problem
dealing with your anger?
108 CONTINUED: (5) 108
What are you talking about?
What do you think I’m talking
I don’t know what the fuck you’re
See, you’re angry again. Do you
feel you have to get angry to be
Sindone turns to a couple of other bosses, FRANK ZELLO
and JOE BALDASSARE.
What’s he talking about?
I don’t know. But you do have a
tendency to get angry a lot.
I agree, Primo.
I’m trying to talk about Vitti!
Why are we talking about me?
Interesting. Do you feel you’re
not worthy enough to be talked
What does that mean?
What do you think it means?
Primo, calm down.
108 CONTINUED: (6) 108
Calm down? How can I calm down
when this prick won’t stop with
Could you pass the fruit, please?
That’s it! You’re a dead man!
Sindone whips out a pistol and points it at Ben, but just
as he’s about to shoot —
All eyes turn.
109 PAUL VITTI 109
He’s standing there, staring at Sindone, cool, clear, and
unafraid. He looks like a king. The room goes silent.
Vitti looks around the table, nods, and crosses to Ben.
Jelly gets up to greet him.
(quietly, to Jelly)
Wait outside with the car running.
Jelly nods and exits.
What are you doing here?
Saving your ass. Sit down. I’ll
take it from here.
Ben sits, greatly relieved.
(to the group)
I’m Paul Vitti. I’m sorry I was
late. Those of you who know me
will know I meant no disrespect.
If it’s all right with you,
there’s something I’d like to say,
then I’ll leave you to your
Ben looks at Vitti and sees a kind of serenity and
clarity he’s never seen before.
109 CONTINUED: 109
About two and a half weeks ago,
somebody killed my friend, Dominic
He looks straight at Sindone.
Don’t look at me. Everybody knows
you whacked him so you could take
What I really came here to say is
that I’ve come to a very important
decision in my life. I want out.
A great murmur of surprise sweeps around the room. Ben
looks at him proudly.
I’m going away for a while, but I
will respect the oath I took the
day I was made, and whatever I
know about anyone else’s business,
I take with me to the grave. You
have my word.
A negative buzz among the bosses.
As for my own organization, I know
Carlo Mangano would like to be the
Mangano smiles gratefully.
Thank you, Paul.
That’s why he betrayed Dominic and
me to our enemies and sent his own
man to kill me in Miami.
Mangano is stunned.
But I leave it to my people to
deal with that and choose their
own boss. And even though it’s my
right, I won’t take revenge,
mostly because I’m in a good place
mentally and feeling good about me.
109 CONTINUED: (2) 109
I don’t know, Paul. I can see
where some people might have a
problem with this.
I realize that, so as an extra
token of good faith between us,
I’ve taken the liberty of writing
down everything I know and putting
it in a safe deposit box in case
anything happens to me or my
There’s a long tense silence while the other bosses
consider all this. Then, finally —
I don’t know what anybody else
thinks, but I say good luck and
God bless, Paul.
Good luck, Paul. Salut.
They all raise their glasses and toast Vitti. Ben raises
his glass to Vitti and drinks.
Vitti smiles at him and drinks.
110 EXT. PARKING LOT – MOMENTS LATER 110
Ben and Vitti come out of the building and cross to the
car. Jelly is waiting, Iron Mike has the MOTOR RUNNING,
and Jimmy is in the front seat with him.
Sindone and Mangano come out with guns drawn, flanked by
two wise guys.
110 CONTINUED: 110
Vitti and his crew turn and face Sindone and Mangano
across the parking lot.
I don’t want to do this, Primo.
You don’t want to do this? That’s
fuckin’ rich. What did you think,
you could just quit and walk away?
You think this is a fuckin’ civil
service job? What are you, crazy?
Hey, Carlo, tell me. You gonna
stab me in the back like the piece
of shit I always knew you were?
Mangano stares at him, cold and hard.
I’m not gonna stab you in the
back, Paul. I want to see your
face when I do it.
I don’t think so.
Mo-Mo stands up from behind a car pointing a shotgun at
Mangano and Sindone.
Johnny Bigs steps out from behind a shed holding an
The back of a van opens to reveal Eddie “Cokes” and Tuna
manning a military air-cooled machine gun on a tripod.
It’s over, Primo. Now get the
fuck outta here.
Sindone glares at him, then lowers his gun, turns, and
starts to walk back into the building joined by Mangano
and the soldiers.
110 CONTINUED: (2) 110
Vitti and Ben relax.
Good thinking. I was going to
bring a machine gun but I don’t
have one. Of course, we haven’t
opened the wedding gifts yet.
Suddenly, Sindone whirls and FIRES at Vitti.
Ben staggers in front of Vitti and takes the bullet in
111 INT. GARAGE – CONTINUOUS ACTION 111
The assembled bosses hear the sound of GUNFIRE outside.
Zello looks at Baldassare.
The bosses all jump up and run for the exits.
112 EXT. PARKING LOT – SAME TIME 112
As the GUN BATTLE CONTINUES, Sindone jumps into a car and
tries to escape, but Eddie Cokes RIPS his car with the
MACHINE GUN, stopping it dead.
113 OMITTED 113
113A GATES 113A
An NYPD armored assault vehicle bursts through the gates.
Police cruisers and SWAT vans come racing up to the scene,
Then, from out of the sky, the FBI helicopter descends,
blaring a warning.
AGENT STEADMAN (V.O.)
(on a loudspeaker)
Drop your weapons and lie facedown
on the ground. I repeat. Drop
your weapons and lie facedown on
114 EXT. ALLEY – CONTINUOUS ACTION 114
Bosses and fat capos go running through the alleys and
clambering over fences in their silk suits and expensive
115 EXT. PARKING LOT – CONTINUOUS ACTION 115
Agent Ricci, wearing a flak jacket and FBI baseball cap,
has Sindone down on the ground with his foot on Primo’s
neck and a .45 aimed at his head.
Don’t move! Don’t you fucking
Hey! Take a pill, Robocop.
Vitti is tending to Ben who is on the ground leaning
against the side of the limo.
I can’t believe it. You took a
bullet for me. What doctor ever
did that much for a patient? I’ll
never forget that.
Paul — I tripped.
Yeah. You tripped over your
116 EXT. FEDERAL PRISON – MANY WEEKS LATER 116
It’s a beautiful summer day. Convicts are playing
basketball and lounging in the yard.
117 INT. PRISON LIBRARY – SAME TIME 117
Ben in a sport coat, and Vitti, in prison whites, are
sitting around in a circle with several other convicts.
DONNY, a heavyweight con with a shaved head and numerous
tattoos is talking.
117 CONTINUED: 117
I don’t think my mother really
listens when I talk. She never
And how does that make you feel?
It makes me feel angry.
I’ll bet you feel hurt, too, don’t
Yes, I do.
Paul, what would you say about
what Donny’s feeling?
Donny, when you’re thirsty, you
don’t go to the wall — you go to
the well. You know what I’m
saying? Your mother may never be
able to listen to you, but you
have friends here who will.
Ben is proud of Vitti’s new sensitivity.
And be patient, Donny. Most
people’s problems take months,
sometimes years to resolve.
I’m doing twenty-five to life.
That should be plenty of time.
118 INT. PRISON CORRIDOR – LATER 118
Ben and Vitti have just left the therapy group.
118 CONTINUED: 118
You know they found Primo Sindone
dead in a field near LaGuardia.
(off Ben’s look)
I had nothing to do with it.
There were guys lined up from
Canarsie to Atlantic City who
wanted to whack that bastard.
Okay, just checking.
You know, Doc, I don’t think I
ever thanked you properly for
We don’t say ‘cured.’ We say you
had a ‘corrective emotional
You, you, you’re very good.
No. You. You.
119 OMITTED 119
120 EXT. SOBOL BACK YARD – NIGHT 120
Ben and Laura are dancing in the yard. Paper lanterns are
hung here and there. A bottle of champagne sits open on
the table. A great TONY BENNETT SONG can be heard playing.
I just can’t get used to it.
120 CONTINUED: 120
It’s been three weeks since the
last time you were kidnapped. I
don’t know if I can adjust.
They kiss as the SONG ENDS. Ben turns and speaks to
What do you say, Tony? One more?
TONY BENNETT and his trio are set up on the back porch.
Whatever you want, Dr. Sobol. My
friend told me to stay as long as
you wanted me. What do you want
to hear, Mrs. Sobol?
Your choice, Tony.
I was hoping you’d say that.
(quietly, to trio)
‘World on a String,’ fellas.
Tony sings “I’ve Got the World on a String” as Ben and
Laura continue to dance. The CAMERA PANS UP and we see
Michael smiling and shooting video from his bedroom
window, then the CAMERA PANS UP TO a starry sky, and we…