Mission: Impossible (1996)

by Robert Towne.

Final shooting script, 16th August 1995.

INT. KIEV APARTMENT - NIGHT

We're in a large closet.  JACK KIEFER, an athletic American

in his late thirties wearing a headset, is wedged into a

corner, staring at a television screen.

The television shows a surveillance view of the living room

that lies outside the confines of the closet.  The TV image

is in black and white.  JACK shifts, trying like hell to get

comfortable but he's been there a while

ON THE SCREEN

A bare bulb shines down on the contents of a shabby hotel

room.  Directly under the blub a man, GENNADY KASIMOV, sits

in a straight backed wooden chair in his blood-stained T-

shirt.  There are a couple of THUGS and a stray HOOKER in the

room behind him.  A legend:

KIEV

KASIMOV is sobbing.  Uncontrollably.  A MAN enters the room,

ANATOLY, an imperious Russian in his forties, a Russian

godfather.  The THUGS and HOOKERS are ushered out.  ANATOLY

looks down at KASIMOV pitiously and urges him to go and sit

by him in a chair he picks up for him.  KASIMOV does as he is

bid, looking gratefully up at ANATOLY.  They speak in Russian

which is subtitled.

ANATOLY

Kasimov, Kasimov, good that you called

us.

KASIMOV

(sobbing)

I don't remember what happened!  We were

at the bar, drinking, laughing -- having

fun.

ANATOLY gets up out of the chair and goes to a bed across the

room.  A WOMAN lies half under the sheets.  She's lying in an

unnatural position on the bed, and the sheets are smeared

with blood.  She's dead.  ANATOLY lifts her eyelid.

KASIMOV

I don't even know how I got here.

I swear, Anatoly, I never touched her!  I

didn't lay a finger on her.

ANATOLY moves away from the WOMAN.

ANATOLY

Kasimov.  Don't flounder.

IN THE CLOSET

JACK, impatient, checks his watch.

JACK

Jesus, she's been under too long.  Come

on, come on!

ON THE SCREEN

KASIMOV

You're the only one who can help me.

Desperately he tugs at ANATOLY'S jacket.  But ANATOLY hits

his hand away and smacks him around the head.

IN THE CLOSET

JACK reacts.

ON THE SCREEN

ANATOLY bends close to KASIMOV.

ANATOLY

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

KASIMOV

They'll kill me.

ANATOLY paces up the room, away from KASIMOV.

ANATOLY

You asked for my help.  You asked

for my

help...come on...

KASIMOV

You're right, of course.

IN THE CLOSET

JACK leans forward.

JACK

The name pal...give us the name.

ON THE SCREEN

KASIMOV

The contact in Minsk..the contact in

Minsk..works in a travel agency.

IN THE CLOSET

JACK

Come on!

ON THE SCREEN

ANATOLY

Come on!

KASIMOV

His name is.....Dimitri Miediev.

ANATOLY

Dimitri Miediev...Dimitri Miediev...

IN THE CLOSET

JACK

Got him.

ON THE SCREEN

Back on screen, ANATOLY places a hand on KASIMOV'S shoulder

as if he had just anointed him.

IN THE CLOSET

In the closet, JACK types the name into a computer and cross

checks -- "MIEDIEV" comes up, then "posting/American

consulate/Kiev."

JACK turns and nods to a WHOREHOUSE WAITRESS in costume in

the closet next to him, dressed in traditional Russian tunic

and virtually no bottom.  She quickly leaves.

INT. SHABBY ROOM - NIGHT

We enter the room for the first time as the WAITRESS does.

She's carrying a tray with a bottle of vodka and two shot

glasses.

ANATOLY

Now, we drink.

He pours them out and hands one to KASIMOV.

ANATOLY (CONT'D)

To friends.

KASIMOV

Yes, Anatoly, yes.

JACK

Cheers.

He drinks.  He blinks.  Something felt funny about that.

Dizzied, KASIMOV swoons and passes out on the floor. ANATOLY

moves to the closet door and opens it.

IN THE CLOSET

ANATOLY reaches up to his face --

--and tears away a mask of flesh

.  He's no middle aged

Russian mobster, he's ETHAN HUNT, an American in his early

thirties.  He gestures to KASIMOV contemptuously.  JACK hands

ETHAN a hypodermic kit and he goes quickly back into the

room.

ETHAN

(in English now)

Get rid of this scum.

Immediately, there is activity, and PEOPLE everywhere.  TWO

OTHERS come into the room and carry KASIMOV out.

ETHAN goes quickly to the body of the dead woman. He cheeks

the pulse in her neck, shines a penlight in her eye. He

strips the adrenalin kit and jabs the long needle into the

dead woman's thigh.  He checks her pulse again, checking a

stopwatch.  In about ten seconds, the woman's eyes open.

CLAIRE is her name, a French woman of thirty or so. She half

rolls over, GROANS, and wipes some of the blood from her

mouth.

CLAIRE

Did we get it?

ETHAN

We got it.  On your feet.

CLAIRE

I want to sleep.  Can I sleep here.

ETHAN

Walk, just walk.  Start walking.

CLAIRE

I'm walking.

ETHAN

Talking's good, walking's better.

CLAIRE

Sleeping's better.

Meanwhile, MEN in overalls take apart the room.  The ceiling

lifts right off the walls, and the walls themselves start to

come down, revealing the "hotel room" to be an elaborate set

in the middle of an empty warehouse.

JACK comes into the room from the closet.  He hands CLAIRE

her jewelry, including a watch and a wedding ring.  ETHAN

stops what he's doing, noticing.  She looks up at him

questioningly.

CLAIRE

Are you

all right Ethan.  What's wrong

with you?

ETHAN

If you're gonna do this again Claire,

It's not gonna be on my watch.

CLAIRE

Oh yeah?

JACK comes into the room from the closet.  He hands CLAIRE

her jewelry, including a watch and a wedding ring.  ETHAN

stops what he's doing, noticing.  She looks up at him,

questioningly.

JACK

Claire.

ETHAN

Jack.

She almost unconsciously slips the wedding ring onto her

finger.  ETHAN notices.  He turns and SHOUTS to the room at

large.

ETHAN

IS THERE ANY PARTICULAR REASON WE'RE NOT

OUT OF HERE YET?!

JACK

Just waiting for you, tubs.

He walks across the room and out the door.  CLAIRE, worried,

clutches her hands together, glancing down at her wedding

ring.

We move in on it --

CUT TO:

INT. JET - DAY

-- and come out on another wedding ring, this one on a MAN's

finger. One of several he's drumming on an arm rest in the

plush first class cabin of a commercial airliner.  He shoves

some money into his wallet, and as he does so we catch a

fleeting glimpse of a photograph of CLAIRE.

The pilot's voice makes an announcement.

VOICE (O.S.)

Ladies and gentlemen, we have leveled off

at our cruising altitude of thirty-eight

thousand feet-and we should be arriving

in Prague right on schedule.

A FLIGHT ATTENDANT makes her way between the seats, passing

out menus.

FLIGHT ATTENDANT

Would you like to watch a movie Mr Rosen?

A passenger takes one.  The ATTENDANT continues on.

FLIGHT ATTENDANT

(CONT'D)

Would you like to watch a movie Mr

Phelps?

The MAN with the wedding ring looks up.  JIM PHELPS is in his

mid-forties, good-looking, intense.  He's a tired man, and

not just now, it's a profound fatigue.  He looks up at the

ATTENDANT and smiles warmly.

PHELPS

No, I prefer the theatre.

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

stilted.

FLIGHT ATTENDANT

Would you consider the cinema of the

Ukraine?

PHELPS

Perhaps you'd choose one for me.

The ATTENDANT turns and walks away.  PHELPS sits back, shakes

a cigarette out of a pack, and taps it nervously on the

armrest.

AT THE FRONT OF THE CABIN.

The FLIGHT ATTENDANT opens a case loaded with video 8

cassettes of feature films.  She opens a panel in the top of

the case and withdraws a tape hidden back there.

BACK AT PHELPS' SEAT

The ATTENDANT returns with the tape and hands it to PHELPS.

He takes it without a word and she moves on.

PHELPS reaches down and turns a lever on the support between

his seat and the empty one beside him. He flips up a small

movie screen and angles it toward himself, away from the

other passengers. He puts on a headset, opens a door in the

armrest, and puts the tape in.

He presses play.

ON THE TAPE,

the image of a man comes on.  EUGENE KITTRIDGE is fortyish,

but seems permanently stuck in the Nixon era -- horn rimmed

glasses, short short haircut, rather be caught dead than

tieless.  But if he catches your eye, he will never, ever

look away.  He's seated at a desk, looking into the camera.

KITTRIDGE

(on the tape)

Good morning, Mr. Phelps.  The man you're

about to see is Aleksander Golitsyn --

The screen winks and shows an image of GOLITSYN, a burly man

in his forties.  The image is herky-jerky videotape,

presumably taken from a concealed camera as GOLITSYN walks

down a foreign street.

KITTRIDGE (O.S.)

-- a former KGB Line X officer now

working the international black market

selling intelligence.  This morning, we

learned that Golitsyn has stolen one half

of a CIA NOC list, the list of our non-

official cover agents working in Eastern

Europe.

The screen shows an image of what such a list might look

like, code names and other information scrolling by on a

computer screen at high speed.

KITTRIDGE (O.S.)

For security reasons, the NOC list is

divided into two encoded halves.

Golitsyn already has the cryptonym

portion, which contains agent code names

and targeting areas.  This portion is

useless unless combined with the second

half -- the true name list that is kept

in the CIA station in our Embassy in Prague.

The Embassy itself comes on screen, a beautiful old building

at the base of the Charles Bridge, which spans the Vltava

River.

KITTRIDGE (O.S.)

We believe Golitsyn plans to steal the

true name list at an Embassy function

tomorrow night.  Your mission, should you

decide to accept it, is to obtain

photographic proof of the theft, apprehend

those involved, and return the stolen

list.  I don't have to stress the

importance of this matter, Jim.  We're

keeping it internally black. Because of

its urgency, I've already sent to Prague

a team selected from your usual group.

Still photographs come on screen, some of which we're already

seen -- JACK KIEFER, CLAIRE and ETHAN.

KITTRIDGE (O.S.)

Ethan Hunt will of course be your point

man, as usual.  He's in Kiev; we're

getting word to him now.

INT. JET - DAY

PHELPS sits back in his seat, closes his eyes, and rubs his

tired brow.  KITTRIDGE himself comes back on the tape.

KITTRIDGE (O.S.)

As always, should you or any member of

your IM force be caught or killed, the

Secretary will disavow all knowledge of

your actions.  This tape will self-

destruct in five seconds.  Good luck,

Jim!

PHELPS inhales deeply --

-- the tape in the armrest starts to smolder, sending up a

plume of wispy smoke --

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

cigarette smoke.

CUT TO:

EXT. PRAGUE SAFE HOUSE - DAY

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

Another legend:

PRAGUE

INT. SAFE HOUSE - PRAGUE - DAY

The IMF team's safe house is a sparsely furnished Prague

apartment with a panoramic view of the city.

The IMF team is scattered around the room. Sketches, pads,

overfilled ashtrays and equipment are strewn everywhere.

JACK and SARAH seated next to each other - JACK demonstrating

the VISCO glasses to her.  CLAIRE is seated opposite JACK at

the computer.  JIM and ETHAN are in the kitchen.  HANNAH

taking a roll of black-out curtain through the room.

JACK

Look to your right, then back to me.

There's a camera built right into the

bridge.  Whatever you see it sees and

transmits it back here.  Can you hear me?

SARAH

Of course I can hear you.

JACK

No, in your...ear piece. You have a

lovely smile (eyes). Can you hear me

now?

SARAH

Loud and clear.

JACK

What's going on?

SARAH

I don't know.

JACK

Why don't you take a look?

SARAH

Jack...that's spying.

JACK

That's what we do isn't it?

SARAH

Jack you're so wicked.

JACK

Too wicked to have a drink later?

SARAH

I think I might just take that look.

ETHAN and JIM PHELPS are in a heated conversation.

ETHAN

Yeah, well, Jim, fact is I've got more

than ninety days leave coming.

PHELPS

A hundred and sixty-seven, I think it is.

Take it all, if you want.  After

this one.

ETHAN

I thought I'd take some now.

PHELPS

(quietly, to Ethan)

What the hell's made you decide to take

your leave at the worst possible time?

Claire's in a weird mood too.

ETHAN

Oh?  What's the problem?

PHELPS

I don't know, I had to go to Chicago

again.  You were in Kiev.  You tell me.

ETHAN

Tell you what?

PHELPS

When you started noticing your short term

memory loss.  What the problem was

you

and Claire had in Kiev?

ETHAN

What problem?

PHELPS

(laughs)

Ah, God, forget it.  What are we talking

burnout here?

ETHAN

I guess.

PHELPS

Ethan, you can't

burn out.

ETHAN

Why not?

PHELPS

Because I can't afford it. And because

you'd burn up before you'd burn out.

CLAIRE, who is at the computer behind them, somehow seems to

be the reference point in the following exchange:

ETHAN

How was Chicago?

PHELPS

Wonderful.  Ran into a convention of auto

dealers at the Drake Hotel.  You hear the

one about the astronaut who comes back

from the first manned flight to Mars

after two years?  His wife's got a year

old kid.  So he says "All right.  Who was

it?  My friend Harry?"  She says no. "Oh,

it was my friend Sammy."  She says it

wasn't Sammy.  "Oh, I suppose it was my

friend Lou."  "No, what's the matter,

don't you think I have any friends of my

own?!"

PHELPS laughs.  ETHAN doesn't.  The back of CLAIRE'S head is

in his line of sight.

PHELPS (CONT'D)

Boy, you really are grim. Come here,

take a look.

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

EXT. PRAGUE - DAY

ETHAN's POV of Embassy.

INT. SAFE HOUSE - DAY

ETHAN nods.

PHELPS (CONT'D)

Beyond Charles Bridge there is our

Embassy.  See it?  Tomorrow night, if

anything goes wrong, this guy will steal

the names of our agents in every country

all over Eastern Europe.  Up for grabs to

the highest bidders -- third world

terrorists, arms dealers, drug lords --

any and everybody who'd love to get rid

of long term coverts like us, and some

very dear friends among them.  If they're

exposed, they'll be executed.  Come over

here.  Take a lock at this.

CLAIRE, who is working at a computer, has pulled up a

quicktime video image in a box on her screen.  In it, an old

edition of the McLaughlin Report, the PBS news show, is

playing.

ETHAN is distracted by it.

INSERT - TELEVISION

SENATOR WALTZER, a bearded, bespectacled man in his forties,

is holding forth:

SENATOR WALTZER

I'll go you one further.  I say the CIA

and all its shadow organizations have

become irrelevant at best and

unconstitutional at worst.  It's time we

throw a little light on the whole concept

of the Pentagon's "black budget."  These

covert agency subgroups have confidential

funding, they report to no one -- who arethese people

?!  We were

living in a

democracy the last time I checked.

BACK TO SCENE

ETHAN looks back at JIM.

ETHAN

You're going to use Walter?

PHELPS

He's our guy.

ETHAN

Isn't he chairing the Armed Services hearing?

PHELPS

Not this week. This week he's flyfishing

at the Oughterard Slough in County

Kildare, with one of our best Irish guides.

ETHAN

He won't be back in a hurry?

PHELPS

No, not in a hurry.  What do you think?

You think the plot'll work?

ETHAN

Sure.  If the main character does.

PHELPS

If you were me, Ethan, who would you

trust to make him believable?

JACK comes breezing in with a piece of bubble gum.

JACK

Sorry, am I interrupting?

ETHAN

Always.

JACK shows the gum to ETHAN.

JACK

Stick of gum. If you come up against a

lock you can't pick --

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

JACK (CONT'D)

Red light.  Green light.  Mash them

together, asta lasagna.  Don't get any on

you -- you have five seconds.

He offers the gum to ETHAN.

PHELPS

Are you gonna take it?

CLAIRE glances up from the computer and catches ETHAN's eye.

PHELPS may have caught the glance, but is focused on ETHAN.

ETHAN

(relenting)

Give me the God damn gum.

JACK

Just don't chew it.

PHELPS

Thank you.

CUT TO:

EXT. AMERICAN EMBASSY - NIGHT

The American Embassy glitters beside the Vltava River.  Party

at the Embassy tonight.

INT. AN ELEVATOR SHAFT - NIGHT

JACK, wearing black coveralls and slightly odd-looking

eyeglasses (they're called Visco glasses), enters an elevator

shaft through a small door at the base of the wall.  He looks

up the shaft, shining a flashlight until he finds what he's

looking for --

-- a gray metal box

, protruding from the wall one floor up.

INT. SAFE HOUSE - NIGHT

PHELPS is at a table in the safe house apartment, watching

the bank of monitors HANNAH wired together earlier. The

monitors are alive now, showing various views of the inside

of the Embassy, where the party is going on, and one view of

the elevator shaft.

PHELPS wearing an IMF headset and speaks into the mouthpiece.

PHELPS

Ethan.  Jack's inside.  Window's open by

twenty-three hundred.

INT. EMBASSY - NIGHT

Inside the Embassy, the party is a formal, tuxedoed affair

that's in full swing on the second floor.

SENATOR WALTZER, the man who was on TV, walks up a grand

staircase, headed in.  An AMERICAN DIPLOMAT in a tuxedo

hurries up to him.

DIPLOMAT

How do you do, Senator, I'm Rand Housman,

the Ambassador's aide.  If I could just

steer you through the reception line here

--

The DIPLOMAT pilots the SENATOR by one arm, guiding him to a

reception line at the base of the stairs to the party.

DIPLOMAT (CONT'D)

Allow me to introduce Jaroslav Reid, the

director of the National Gallery -- Petr

Brandl, the mayor of Prague --

SARAH, a very attractive young American dressed in an elegant

gown, steps out of the reception line and shakes hands with

WALTZER.

SARAH

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

SENATOR WALTZER

Of course I do.  How are you, Miss

Norman?

He leans in and kisses her on the cheek, and as he does so

SARAH whispers something in his ear.

SARAH

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

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

The SENATOR pulls a pair of Visco glasses from his pocket

(and if we didn't know the SENATOR was ETHAN before, this

confirms it), puts them on, and looks up, over her shoulder.

UNDER AN ARCHWAY NEAR THE ENTRANCE,

ALEKSANDER GOLITSYN, the Ukrainian, has just come in from

outside.

INT. SAFE HOUSE - NIGHT

PHELPS sees the SENATOR's point of view of GOLITSYN, through

the glasses, broadcast back to PHELPS' monitor.  He speaks

into his microphone.

PHELPS

Sarah, mark the package and go to two.

INT. EMBASSY PARTY - NIGHT

SARAH still has the SENATOR's attention.

SARAH

Your advance team mentioned you'd want a

tour of the facility, so I've gone ahead

and set that up for you --

SENATOR WALTZER

Terrific.  Let's get going.

(to the Diplomat)

Will you excuse us?

He slips an arm around SARAH and they walk off, not into the

party, but the other way, toward a staircase that leads

further into the Embassy.

DIPLOMAT

Uh, sir?

INT. ELEVATOR SHAFT - NIGHT

JACK climbs up the elevator shaft, towards the gray metal

box.  He just begins to remove the cover when he hears a

noise from above.  He looks up and sees the elevator above

him descending.

JACK quickly pulls himself flush against the wall. The

elevator comes down adjacent to him and stops, pinning him

to the wall.

JACK

Great.  Come on.

INT. EMBASSY PARTY - NIGHT

As the SENATOR and SARAH pass behind the entering GOLITSYN,

SARAH pulls a small bottle of perfume from her purse.  But as

she sprays, she points it slightly to the left, missing

herself and hitting the back of GOLITSYN'S head.  He never

notices.  They move on and down the flight of stairs.

INT. SAFE HOUSE - NIGHT

JIM PHELPS monitors the Visco views of the party.  He looks

to the fourth monitor and checks a view of the party, a jumpy

one, as someone hurrying up stairs.

PHELPS

Hannah.  He's marked.  Lets go.

INT. EMBASSY PARTY - NIGHT

On a flight of stairs, HANNAH, dressed for the party and

slightly out of breath, hurries up the stairs.

HANNAH

En route.

She also has a pair of Visco glasses, which she trains on the

party below.  She pushes a micro switch on the side of her

glasses, activating an electronic filter, which tints the

lenses.

PHELPS (O/S)

Hannah, pull the shade (or - Hannah go to

night vision).

HANNAH’S VISCO POV

the party looks the same, but one head in the crowd stands

out.  That head is GOLITSYN'S, his hair a fluorescent green

where SARAH sprayed it.

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

The SENATOR (let's just call him ETHAN) and SARAH come down

the stairs and pass a sign that says "Denied Area --

Political Attaches Only."  ETHAN checks his watch.  23:00.

He nods to SARAH, they round a corner, and come to an

elevator at the end of the corridor.  A sign in front of it

says "Out of Order."  They head for it anyway.

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

by surprise.

JACK

Governor's in position.  We have the elevator.

GUARD

Excuse me, can I help you?

SARAH

-- which leads directly to the Denied

Area, the only limited access area in the

whole facility.

SARAH flashes an ID at the GUARD and keeps talking.

SARAH (CONT'D)

As you can see. this area has both a

Marine guard and video surveillance, and

is strictly monitored at all times.

She walks up to the thumbprint analyzer on the elevator bank

and slides her thumb inside.  The panel lights up and flashes

a message -- "ACCESS DENIED."  SARAH and ETHAN trade a look.

SARAH (CONT'D)

(covering)

Senator, don't you have a young man on

your staff named JACK

?

She tries the thumb again, Still no soap.

ETHAN

Jack

?  I believe we did have a young man

named Jack

.  Not a reliable man, as I

recall.  Constantly late or behind in his

work.

Now the GUARD, noticing that Sarah's not being allowed

access, comes closer to them.

GUARD

Excuse me, let me see that ID again!

INT. ELEVATOR SHAFT - NIGHT

JACK is still pinned to the wall by the elevator, listening

to their conversation.

PHELPS (O.S.)

Jack's pinned down Sarah.  Should be a

second.  Keep dancing.

ETHAN (O.S.)

(with the Senator's southern accent)

We were forced to tie him to my best

stallion and drag him around the barn a

few times.

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

JACK

Relax your crack, Foghorn, I'm workin' on

it.

He quickly opens the gray metal box, revealing a maze of

circuitry.  He patches in his computer, climbs on top of the

elevator, and hits the keyboard, beginning to download.

THE LAPTOP

there's a split-screen of SARAH's thumbprint and the ID

picture.  JACK downloads her file into the security computer.

INT. THE DENIED AREA/ELEVATOR BANK - NIGHT

Ignoring the GUARD, SARAH turns and slides her thumb into the

thumbprint analyzer once more.  The panel glows, this time

the message flashes --

IDENTITY CONFIRMED

-- and the elevator doors slide open briskly.

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

GUARD

Oh. Sorry, sir.

He snaps a salute.  ETHAN and SARAH get into the elevator and

the doors close behind them.

INT. ELEVATOR SHAFT - NIGHT

JACK looks down at the elevator below.  Through a grating, he

can see them inside.

JACK

The drink (date) with Sarah is definitely

off.

INT. SAFE HOUSE - NIGHT

PHELPS moves from JACK's view of the elevator car to HANNAH's

view of the party on his video monitors.

PHELPS

(a touch of impatience)

Hannah -- I'm blind again.  Hannah.

INT. EMBASSY PARTY - NIGHT

HANNAH, stationed on the second floor of the Embassy, moves

to get a better view of the party. She reacquires GOLITSYN's

glowing head.

HANNAH

He's heading to the denied area.

INT. EMBASSY WORK ROOM - NIGHT

This work room is filled with combination lock filing

cabinets and various computer terminals.  ETHAN hands SARAH

his Visco glasses and she crosses the room, placing them

upside down on top of a filing cabinet.

ETHAN straps on a Visco wrist monitor and tunes it in,

switching several times.

ETHAN

(to Sarah)

Higher.  Higher.

SARAH

Higher.

ETHAN

Right, right.  Good.

SARAH adjusts the glasses.

THROUGH THE GLASSES,

the view of the main computer terminal is upside down, but

clear.  Anyone sitting there will be recorded.

INT. SAFE HOUSE - NIGHT

On PHELPS' monitor, we see ETHAN, via his Visco glasses on

the filing cabinet, standing next to the computer.  PHELPS

barks out a warning.

PHELPS

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

INT. EMBASSY WORK ROOM - NIGHT

ETHAN pushes the elevator button but the elevator is already

moving up.

ETHAN

Jack we're in position.

INT. ELEVATOR SHAFT/WORK ROOM - NIGHT

In a split view, we see both sides of the elevator wall

simultaneously -- on one side, JACK is lying on top of the

rising elevator, on the other side, ETHAN and SARAH are

waiting for it to arrive.

ETHAN

Jack.  Jack.

JACK

I didn't touch it.

The elevator stops, the doors open --

-- and GOLITSYN gets on.  GOLITSYN descends in the elevator

with JACK on top and ETHAN and SARAH waiting down below!

INT. SAFE HOUSE - NIGHT

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

GOLITSYN inside.

PHELPS

(tension rising)

He's in the box, Ethan, he's in the box!

INT. EMBASSY WORK ROOM - NIGHT

ETHAN and SARAH are waiting in front of the elevator, the one

GOLITSYN is about to step off of!  ETHAN looks around, for a

place to hide.

ETHAN

OK.  Taking Golitsyn's exit.  Jack, open

the doors.

SARAH

What about my coat?  I'll freeze.

JACK (O.S.)

I don't have it.

INT. SAFE HOUSE - NIGHT

PHELPS whips over to a laptop and starts typing.

PHELPS

Opening the doors.  Go under.

He jabs ENTER on his keyboard.

INT. EMBASSY WORK ROOM - NIGHT

The elevator doors WHISK open, revealing the empty shaft

beyond.  ETHAN and SARAH jump into the shaft.

INT. ELEVATOR SHAFT - NIGHT

ETHAN and SARAH jump down into the five foot empty space

below the work room floor.  Above them, the elevator

continues its descent, with them hiding below.  The elevator

drops to just over their heads and stops.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN steps off the elevator, crosses the room and slides

a 3.5 computer disk into the computer in the work room.

Through the Visco glasses, we can clearly see him at work,

downloading the vital information.

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Waiting below the elevator, ETHAN takes off his jacket,

starting to reverse it.  He checks his Visco wrist monitor as

GOLITSYN perpetrates the theft.  He smiles and speaks into a

microphone.

ETHAN

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

JACK (O.S.)

Give me a break, Pops.

SARAH

Such a nice ass.

JACK (O.S.)

And a lonely ass.

ETHAN

Sarah's reconsidering.  Claire, transport

in five minutes.

CLAIRE (O.S.)

Roger that.

INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT

Back inside, ETHAN strips off his mask and wearing his now

reversed jacket, he and SARAH exit the small door at the base

of the elevator shaft.

EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK rapidly disconnects his equipment.  But as he pulls the

final electrical clip from the elevator's wiring, it flashes

and SPARKS.

EXT. EMBASSY - NIGHT

ETHAN and SARAH exit an Embassy service area by the

waterfront and blend into the Embassy crowd, as an amorous

couple.

ETHAN

In position.  Jack open the door, let the

package roll.

JACK (O.S.)

Roger that.  Opening doors now.

ETHAN

Stairway, you’re wrapped, go to

transport.

ETHAN’S voice comes over HANNAH’S earpiece.

HANNAH

En route.

HANNAH breaks off and goes up the stairs.

INT. ELEVATOR - NIGHT

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

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

The car engages with a sharp jolt --

JACK

Hey.

--and starts to rise.  JACK looks down, into the elevator

car, through the grate.  There’s no one in it.

INT. SAFE HOUSE - NIGHT

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

the shaft.

PHELPS

Jack, what are you doing?!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK

I’m not doing anything!  (I don’t have it

either).

INT. SAFE HOUSE - NIGHT

PHELPS is typing at his keyboard and jamming the enter button

but gets no response.

PHELPS

I don’t have it -- I don’t havecontrol

!

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK’S face pales.  He looks up, above him, at the

approaching ceiling.

JACK

Uh -- then I have a problem.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN pulls out the now-programmed disk from the computer,

slips it in his jacket pocket and heads for the door.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

JACK looks up through his Visco glasses at the approaching

roof, covered with spikes.

EXT. EMBASSY - NIGHT

Through the monitor, ETHAN sees JACK’S P.O.V. of the roof of

the building approaching.  Fast.

ETHAN

Cut the power.  Cut the power Jack.  Do

you hear me.

INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT

On top of the elevator, JACK has ripped open the control

panel again and is frantically trying to adjust wires to get

the thing to stop.

He swears, his fingers fumble, he works faster and faster.

He looks up.  The roof of the building is nearly upon him.

ETHAN (O.S.)

Come on, Jack, come on.

JACK looks up again, he cringes, he covers his head with his

hands, he SCREAMS --

--and he’s crushed to death against the roof

.

EXT. EMBASSY - NIGHT

ETHAN is staring at the static on the monitor that once was

JACK’S signal.

ETHAN

Jack.  Jack.

He closes his eyes, knowing what that means.

INT. SAFE HOUSE - NIGHT

PHELPS also sees the static.

PHELPS

Man down.  Stay where you are.  I’m on my

way.

He gets up and races out of the apartment.

INT. EMBASSY WORK ROOM - NIGHT

GOLITSYN, who now has the disk

, jabs again and again at the

elevator button but it won’t even light up.  He studies the

elevator doors and jumps into the shaft, just as ETHAN and

SARAH did moments before.

He hits the floor of the elevator shaft and exits the small

door at the shaft’s base.

EXT. PRAGUE SAFE HOUSE - NIGHT

PHELPS hurries towards the bridge.

PHELPS

En route.

EXT. CHARLES BRIDGE - NIGHT

PHELPS dashes onto the Charles Bridge and heads across the

river, toward the Embassy.  He throws a look back, over his

shoulder.  Paranoia’s setting in.

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

Outside the Embassy, GOLITSYN escapes, pushing through the

service area door and racing past a DRUNKEN COUPLE who are in

the midst of a lover’s quarrel, in Russian.

Pan past the embankment and onto the bridge where PHELPS is

still racing to meet ETHAN.  But he stops suddenly, as if

hearing something and looks behind him, at the deepening

gloom.

EXT. EMBASSY - NIGHT

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

SARAH

The package is in the open.

ETHAN

Jim.  Jim.  He’s in the open.

PHELPS (O.S.)

I’ve got a shadow.

ETHAN

Can you lose him?

PHELPS (O.S.)

No.  Abort.

Over ETHAN’s shoulder, SARAH sees GOLITSYN getting away.  Fog

starts to roll over the river towards the bridge.

SARAH

Ethan.  He’s out of pocket.

ETHAN

(to Phelps)

Jim we can’t.

PHELPS (O.S.)

Abort.  That’s an order.

ETHAN

Negative

, Golitsyn’s on the move.

INT. GETAWAY CAR - NIGHT

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

argue.

PHELPS (O.S.)

No, damn it, no, I said ABORT!

EXT. EMBASSY - NIGHT

Outside the Embassy, SARAH and ETHAN argue.

ETHAN

Sarah eye on the package.  Jim, I’m

coming to you.

SARAH

Jim gave an abort, we should walk

away.

ETHAN

No, we’re going to recover the disk,

understand?!  Now move!

ETHAN takes off for the bridge, leaving SARAH to shadow

GOLITSYN.

EXT. PARKING AREA - NIGHT

HANNAH hurries toward the getaway vehicle.

EXT. RESIDENTIAL STREET - NIGHT

ETHAN moves to the bridge stairs.

PHELPS (O.S.)

Where are you?

ETHAN

About two hundred yards from the bridge.

PHELPS (O.S.)

They’re covering this frequency, Ethan.

Cut all radio communications.  Repeat.

Cut all radio communications.

ETHAN continues to run toward the stairs to the bridge.  Past

CLAIRE who sits in the getaway car.  He looks on his monitor

and again sees PHELPS’ POV.  Only ominous silence.  Phelps is

looking back over his shoulder.  The bridge is deserted.

EXT. EMBANKMENT - NIGHT

SARAH follows GOLITSYN as he hurries toward the shore, where

a cobblestone promenade runs along the river.  He disappears

into the fog at the edge of the river.

EXT. STAIRS TO BRIDGE - NIGHT

ETHAN checks his monitor again.

THE MONITOR

PHELPS’ point of view changes radically as his head swivels

on the darkened bridge.  He whirls again, looking over his

shoulder and this time the barrel of a gun

is visible,

pointing at him and before PHELPS has a chance to react a

GUNSHOT CRACKLES over the monitor.

The point of view goes crazy for a moment, then over and down

to a bloody hole in his own chest.

His head rocks again, then goes over the side of the bridge

and makes the long, hard fall into the river below.

EXT. STAIRS TO BRIDGE - NIGHT

ETHAN’s face goes white with shock.

ETHAN

JIM!

EXT. CHARLES BRIDGE - NIGHT

He races up the rest of the stairs to the bridge but there’s

no sign of PHELPS.

ETHAN runs to the railing and looks down into the river but

sees only dark, choppy waters below, now becoming

obscured in the gathering fog.

He turns and looks to the embankment.  He can faintly see

GOLITSYN, hurrying along the promenade.  ETHAN gives chase.

EXT. PARKING AREA - NIGHT

ETHAN runs towards the getaway car, reaching a vantage point

on the top of the stairs, he can see CLAIRE’S outline,

visible in the driver’s seat.  But as he descends the stairs

--

--the car explodes and bursts into flames

.

The force of the blast knocks ETHAN back.

ETHAN

CLAIRE!

He watches the burning car in stunned silence for a moment, a

stunned CROWD starts to gather.

Remembering SARAH, he rushes down the stairs towards the

embankment.

EXT. EMBANKMENT - NIGHT

SARAH comes out of the fog near the riverbank and sees

GOLITSYN again, slowing down.  A MAN comes out of the fog an

seems to ask GOLITSYN for a light.

SARAH draws closer.  Behind her, the DRUNKEN COUPLE seems to

be hanging with her for some reason.

EXT. STAIRS FROM BRIDGE - NIGHT

ETHAN continues towards the embankment.

EXT. EMBANKMENT - NIGHT

SARAH is almost to GOLITSYN.  Suddenly, the MAN in front of

GOLITSYN pulls him towards him

.  Sensing something wrong,

SARAH quickens her pace.  The MAN is now hunched over

GOLITSYN, facing away from SARAH, going through GOLITSYN’s

pockets.

The figure finds what it’s looking for -- the disk -- and

takes it.  SARAH comes closer --

-- and the figure whirls.  It brings a knife up sharply,

plunges it into her chest and slinks away out of sight.

ANGLE

ETHAN races around the corner onto the embankment.  He bursts

out of the fog, just in time to see SARAH fall to her knees,

over GOLITSYN’s body.  ETHAN sees the knife in her chest and

GASPS.

He pulls the knife out of SARAH, who is close to death.  He

looks at it -- it is a black Teflon knife with a serrated

edge.

BEHIND ETHAN

The DRUNKEN COUPLE seem drunk no more.  In fact, they’re

watching ETHAN.  Through the fog and night, they see him

leaning over SARAH, holding the knife in his hands.

AT THE BODIES

SARAH goes still.  ETHAN lays her down, turns the other body

over and sees that it is GOLITSYN.  He quickly begins

rummaging through his pockets.

ETHAN hear police sirens and sees...

ANGLE

A Prague police boat, SIREN wailing, arrives at the dock in

front of the Embassy.  The DRUNKEN MAN and WOMAN stop

suddenly.

As THREE POLICE leap off the boat and race toward the

explosion, ETHAN leaps over the gate and races up the alley

and out of sight.

EXT. STREET -- PHONE BOOTH - NIGHT

ETHAN unscrews the mouthpiece of a payphone receiver.  He’s

holding a flat piece of metal with six prongs on it, a

modernist cockroach.  He CLICKS the cockroach into the guts

of the phone’s wiring, piercing it with its little prongs.

He screws the mouthpiece back on, holds the phone’s tongue

down for a second, releases it and listens.  He has a dial

tone.  Now he punches in a fourteen digit number he knows by

heart.

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

FLAT VOICE (O.S.)

Satcom seven.

ETHAN

Central Europe.  Unsecured.

FLAT VOICE (O.S.)

Designator?

ETHAN

Bravo Echo one one.

FLAT VOICE (O.S.)

Switching.

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

line.

KITTRIDGE (O.S.)

This is Kittridge.

ETHAN

Go secure.

Pause.  A funny series of CLICKS comes over the line.

KITTRIDGE (O.S.)

Go ahead.

ETHAN

They’re dead.

KITTRIDGE (O.S.)

Who’s dead?

ETHAN

My team.  Claire, Jack, even Jim -

- Hannah, maybe, I -- don’t know

KITTRIDGE (O.S.)

Are you damaged?

ETHAN

They knew we were coming.  Golitsyn’s

dead too.  The disk is gone.

KITTRIDGE (O.S.)

Are you intact

?

ETHAN

Do you read me?  The list is in the open

!

KITTRIDGE (O.S.)

Let's just bring you in safely, and then

we'll worry about that, okay?  Were you

followed?

ETHAN closes his eyes.  KITTRIDGE’S voice is strong and

reassuring and he needs that right now.

ETHAN

I don’t think so.

KITTRIDGE (O.S.)

Don’t think

, be sure

.  Are you clean?

ETHAN

Yes.

KITTRIDGE (O.S.)

Location green.  One hour.  I’ll be there

myself.

ETHAN

You’re in Prague?

KITTRIDGE (O.S.)

Heard a lot about you, Hunt.  Don’t

disappoint me.

ETHAN

No sir.

KITTRIDGE (O.S.)

One hour.

He hangs up.  ETHAN does the same.  He stares at the phone

for a moment, thinking.  He checks his watch.

EXT. STREET - NIGHT

ETHAN steps out of the phone booth and starts down the

street.  Every face seems to be starring at him now, every

sound is menacing.  He pulls his coat in tight, shoves his

hands in his pockets and walks among the crowd.

EXT. OLD TOWN SQUARE - NIGHT

ETHAN makes his way past the old town clock, a towering,

gothic structure and into a plaza, surrounded mostly by

residential buildings.

ETHAN’S POV

Straight across from him is a glass enclosed restaurant built

on the portico of an old palace.

Brilliantly lit up from inside, the restaurant positively

shimmers, every table visible from everywhere in the plaza.

INT. RESTAURANT - NIGHT

ETHAN'S POV

ETHAN walks in the glass front doors, right next to an

enormous fish tank, part of the restaurant's exterior wall.

He scans the clientele carefully -- maybe a dozen PATRONS are

scattered around.

EUGENE KITTRIDGE is seated at a table in the middle. He and

ETHAN make eye contact.  ETHAN walks to the table, a couple

of quick, seemingly cursory glances around the room as he

goes.  KITTRIDGE has been working on a pretty good-sized

lobster.  He rises to greet ETHAN and they sit.

KITTRIDGE

I can't tell you how sorry I am.  I know

how much Jim in particular meant to you,

Ethan.  Personally as well as professionally.

ETHAN

Yeah.

He spots a stack of documents on the table.

ETHAN picks them up.  There's a Canadian picture bearing

ETHAN photo and the name Phillipe Doucette, credit cards,

driver's license, etc.

KITTRIDGE

Passport, visas - you know the drill.

We'll work the exfiltration thru Canada,

debrief you at Langley.  Throw the Prague

police a bone, you know toss them a few

suspects.  Follow me?

ETHAN

Yeah.  I follow you.

KITTRIDGE

We've lost enough agents for one night.

ETHAN

You mean I've

lost enough agents for one

night.

KITTRIDGE seems to be at the point of saying one thing, then,

carefully:

KITTRIDGE

You seem hell bent on blaming yourself,

Ethan.

ETHAN

Who else is left?

KITTRIDGE

Yes.  I see your point.

ETHAN

Why was there another team?

KITTRIDGE

What?

ETHAN

Of IMF agents.  At the Embassy.  Tonight.

KITTRIDGE

I don't quite follow you.

ETHAN

Let's see if you can follow me around

this room.

(eyes moving around the room)

The drunk Russians on the embankment at 7

and 8 o'clock...The couple waltzing

around me at the Embassy at 9 and 11.

The waiter behind Hannah at the top of

the staircase - Bowtie, 12 o'clock. The

other IMF team.  You're worried about me.

Why

?

KITTRIDGE

(a tight little smile)

You're right.  Maybe this'll save some

time.

The figures around the room have grown restless.  KITTRIDGE

tries to indicate that it's okay. He pulls some papers out

of his jacket.

KITTRIDGE (CONT'D)

For a little over two years now we've

been spotting serious blowback in IMF

operations.  We have a penetration.  The

other day we decoded a message on the

Internet from a Czech we know as "Max."

ETHAN

The arms dealer.

KITTRIDGE

That's right.  Max, it seems, has two

unique gifts -- a capacity for anonymity

and for corrupting susceptible agents.

This time he's gotten to someone on the

inside - he's put himself in a position

to buy our NOC list. An operation he

referred to as "Job 314".  The job he

thought Golitsyn was doing tonight.

ETHAN

But the list Golitsyn stole was a decoy.

KITTRIDGE

Correct the actual list is safe at

Langley.  "Golitsyn" was a lightning rod,

one of ours.

ETHAN

This whole operation was a molehunt.

KITTRIDGE

Yes, the mole's deep inside. And -- like

you said.  You survived.

ETHAN stares at him levelly.

KITTRIDGE (CONT'D)

I want to show you something, Ethan.

He now shoves the papers across the table.  They're xeroxed

copies of a Wisconsin bank account in the name of DONALD and

MARGARET ETHAN HUNT.  It shows a balance of $127, 000.

KITTRIDGE (CONT'D)

Since your father's death, your family's

farm has been in sub-chapter S and now,

suddenly, they're flush with over a

hundred and twenty grand in the bank.

Dad's illness was supposed to have wiped

out the bank account -- dying slowly in

America after all, can be a very

expensive proposition Ethan.  So, why

don't we go quietly out of here onto the

plane...

ETHAN

How about if we just go quietly into the

bathroom and I wash your mouth out with

soap - you pathetic button down

bureaucratic asshole.

KITTRIDGE (CONT'D)

Ethan, I can understand you're very

upset.

ETHAN

Kitteridge, you've never seen me very

upset.

ETHAN takes something from his jacket pocket.  While

KITTRIDGE talks, ETHAN unwraps whatever is in his hand.

KITTRIDGE

All right, enough is  enough Hunt. You've

bribed, cajoled, killed - and relied on

intimate loyalties to get away with it.

You're determined to shake hands with the

devil and I'm going to make sure you do

it in hell.

We see what ETHAN holds in his hand -- it's the piece of

bubble gum, half red, half green. He squeezes the gum,

mushing the two sides together.

ETHAN lashes out, swatting KITTRIDGE'S glass of wine off the

table in one quick motion.  As he does, he hurls the piece of

gum.

Diners look up, startled at the sound of the breaking wine

glass.  KITTRIDGE follows the trajectory of the glass --

-- and sees the piece of gum, stuck to the tank. His eyes

widen.  KA BOOM!

The tiny piece of plastique explodes, SHATTERING the fish

tank.  A hundred gallons of water flow over the MAN and

WOMAN, knocking them to the ground.

At the same time, ETHAN bolts for the door.

EXT. OLD TOWN SQUARE - NIGHT

ETHAN races out of the restaurant and takes off, into the

deserted square.

EXT. SAFE HOUSE - ENTRYWAY - NIGHT

Silence.  ETHAN enters the darkened entry.

INT. SAFE HOUSE STAIRWELL - NIGHT

ETHAN glances up at the stairwell.  Naked light bulbs

illuminate the way up.  He slips off his jacket and shirt,

then puts his jacket back on.

INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT

ETHAN unscrews a bulb.  He crushes the bulb in his shirt and

scatters the glass fragments on the steps.  He climbs to the

next bulb.

INT. SAFE HOUSE - DOORWAY - NIGHT

At the now-darkened door to the apartment, there's the soft

sound of another bulb being POPPED in cloth, glass fragments

dropping and ETHAN'S at the door.

INT. SAFE HOUSE - NIGHT

In the darkened safe house, ETHAN goes to a vase with

flowers, picks it up and unscrews the bottom, retrieving a

Sig Sauer automatic. He moves through the rooms, checking

them as he goes.

INT. SAFE HOUSE BATHROOM - NIGHT

ETHAN checks the shower, then goes to his shaving kit,

pulling out a shaving cream can and a hairspray can.  He

unscrews the bottoms, retrieving cash in various

denominations from various countries and a couple of

passports.

As he pockets them, he catches sight of himself in the

mirror.  He's a mess.  He splashes water on his face.

INT. SAFE HOUSE KITCHEN - NIGHT

ETHAN greedily tears the cap off a bottle of mineral water

and proceeds to guzzle it as if he was dying of thirst.

INT. SAFE HOUSE - NIGHT

He comes back into the living room. Still drinking, he

notices flickering lights on the other side of the room, the

static from the four monitors PHELPS was watching.  One by

one, he switches them off.

THE LAPTOP

JACK had been using lies closed at his abandoned desk.  ETHAN

wakes it up.

The computer emits a DIAL TONE, then STATIC as it hits its

connection.  It prompts ETHAN along:

SELECT USENET GROUP

ETHAN TYPES IN

job 314

ETHAN

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

March.

The computer replies:

SEARCHING STRING NOT FOUND

ETHAN tries again:

max.com

The answer:

SEARCH STRING NOT FOUND

He tries a few more, quickly -- "job," "jobs," "joblist.com,"

but nothing comes up.  He tries something else -- "scroll

usenet groups."

The computer scrolls names of bulletin boards at a dizzying

speed, by the hundreds.  That's not going anywhere.

ETHAN pauses, slaking his bottomless thirst and trying to

figure out what permutation of "job 314" he should add to the

others on his computer screen.  He MUMBLES.

ETHAN

Job three fourteen.  Job --

(a realization,

the Biblical pronunciation)

It's Job

!

He rummages around on the desk, checks the bookshelf and

finds a Gideon Bible.  He turns to Job 3:14 and reads the

Bible passage "Kings and Counsellors..."

He thinks for another moment, then punches back into the

Internet and under the command "Select Usenet Group" he

types:

BIBLE

The computer replies:

126 ENTRIES FOUND, SPECIFY GROUP

ETHAN:

BOOK OF JOB

The computer presents a multi-colored screen of religious

icons and artwork with an accompanying message:

WELCOME TO THE BOOK OF JOB DISCUSSION

GROUP.  WHICH CHAPTER AND VERSE DO

YOU WISH TO POST YOUR ENTRY UNDER?

ETHAN types his answer "Job 3:14" and the screen presents a

"stickie" for him to write his message on.  He does:

ETHAN

Max -- Goods tainted.  Consider extremely

hazardous.  DO NOT USE.  Fate will be

that of kings and counsellors who built

for themselves palaces now lying in

ruins.  Must meet to discuss a.s.a.p.

ANGLE

A rhythmic CRUNCHING sound and from the darkness on the other

side of the room, PHELPS staggers toward him, wet and muddy,

his middle a hopelessly bloody mess.  He looks like he's

dying on his feet.  ETHAN freezes, appalled.

PHELPS

Ethan, what are you doing?

ETHAN tries to speak but nothing will come out.

PHELPS (CONT'D)

I needed you, Ethan. 1 needed you on the

bridge, and -- you weren't there.  Ethan?

Ethan?

ETHAN reaches out to grab PHELPS but can't seem to touch him.

PHELPS suddenly vanishes into thin air, ETHAN awakens from

the dream and finds himself leaping to his feet, gun cocked

and pointed at --

ANGLE

It's CLAIRE

.

ETHAN

What are you doing here?!

CLAIRE freezes, her hands half-raised.

CLAIRE

(carefully)

Ethan -- Ethan, it's okay.  It's Claire.

Ethan what's wrong with you?

ETHAN

Don't move.

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

ETHAN

You were in the car!

CLAIRE

I wasn't.  I heard that Jim was in

trouble on the radio.  He said someone

was...

ETHAN

Shut up!  I saw you.  You were in the

car.

CLAIRE

No, I got out of the car and I ran to the

bridge.

ETHAN

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

CLAIRE

What happened to Jim?

ETHAN

There was nobody on the bridge.

CLAIRE

What happened to Jim?

Ethan grabs her wrists, shouting.

ETHAN

Dead.  Dead.  Dead!  Wake up, Claire!

Jim's dead, they're dead.  They're all

dead!

ETHAN releases her wrists.

CLAIRE

(mumbling)

They're dead.  Jim's dead.

ETHAN

Take off your coat.

CLAIRE

What?

ETHAN

Take off your God damn coat!

He grabs a sleeve and literally tears the coat off her, half-

spinning her around.  The coat hits the floor like a dead

body.  CLAIRE'S instinctive move is to cover her chest.

CLAIRE begins to shiver.  ETHAN circles her, runs his hand

cursorily across her body.  It accentuates CLAIRE'S

shivering.

ETHAN (CONT'D)

Where were you?

CLAIRE

I walked away.  He said abort.  He was

gone so I walked away.

ETHAN

That was four hours ago!  Who sent you?

Did they send you here?

CLAIRE

(slowly)

Who is "they?"

ETHAN

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

CLAIRE

Who is they, who is they?

ETHAN grabs her by the wrists.

ETHAN

Who sent you?!  Who sent you?

CLAIRE

(screaming)

No one sent me!  We're supposed to be

back here at four o'clock, four o'clock,

if we abort, we don't return here until

four o'clock, 0-four hundred, four am,

four o'clock --!

She sags.  A moment.  Then the clock begins to chime -- BONG,

BONG, BONG, BONG.  In the wake of the bells' reverb, ETHAN

releases his grip on her wrists.

INT. SAFE HOUSE - LATER THE SAME NIGHT

ETHAN sits in front of the computer, staring blankly at it,

still waiting for a response.  CLAIRE sitting on the end of

the bed.  Dawn approaches, it's very, very quiet.

CLAIRE

Why haven't they brought us in yet?

ETHAN

I've been disavowed.  They think I killed

Jim and everyone else.  Somehow a hundred

thousand dollars found its way into my

parents' bank account.  Kittridge assumes

I'm a mole they've been tracing and I've

been in the employ of an arms dealer,

Max, for the last two years, to get him

our NOC list.

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

CLAIRE

What are you going to do?

ETHAN

I'm going to get it for him.  Whoever the

mole is, I think goes by the name of Job,

at least part of the time. 1 can't find

him, but if he knows 1 have the NOC list,

he'll find me.

CLAIRE

Ethan, you're not making sense. Let me

go in and talk to Kittridge. I'm going

to tell him you had nothing to do...

ETHAN

Claire, Claire, Claire, if you're not

dead, he's going to assume you're with

me.

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

THE COMPUTER SCREEN

Blinking -- "MESSAGE WAITING."  ETHAN hurries over and clicks

on the message box.  The screen blinks and the message shows

up:

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

?	BUY A PACKET OF DUNHILL

?	AND ASK THE MAN SITTING ON THE BUS

?	STOP BENCH FOR A MATCH

CLAIRE looks to ETHAN.

CLAIRE

The message is for Job.

ETHAN

I'm going to answer it.

EXT. STREET BY BANK/FLORENC BUS STOP - DAY

ETHAN arrives at the bus stop outside the Savoy Arcade. A

MAN in a black wind-breaker sits on the bench, his back to

ETHAN.

ETHAN

Excuse me, could I trouble you for a

match?

Without turning, the MAN offers up a box of matches. As

ETHAN takes them, TWO MEN from behind take him by either arm

and escort him into a car which has just pulled up.

INT. CAR - DAY

ETHAN slides into the back seat, between the TWO MEN.

MATTHIAS, the man on the left, holds up a black hood.  He

extends it to ETHAN, who doesn't take it.

MATTHIAS

Would you remove your hat please?

ETHAN

Why?

MATTHIAS

You wish to meet Max?  This is the price

of admission.

Reluctantly, Ethan pulls the hood over his head and the car

takes off.

INT. MAX'S APARTMENT - DAY

The black hood still on his head, ETHAN has trouble sitting

upright.  He's before a desk, in an apartment somewhere in

the city -- it's impossible to tell where, as the blinds are

drawn.  The place is roomy and lavishly furnished --

expensive Oriental rugs, well-chosen objects of art.

Somewhere down the block, a dog BARKS, steadily, every few

seconds. In the hallway outside the apartment door, someone

is VACUUMING.  MATTHIAS and the OTHER MAN are nearby.

ETHAN

I thought I was going to see Max.

MATTHIAS

You misunderstood.  No one sees Max.

ETHAN

Then what am I doing here?

MATTHIAS

Allowing Max to see you and hear what

you've got to say.

ETHAN

I don't communicate very well through a

shroud.

MATTHIAS

If Max doesn't like what you have to say,

you'll be wearing that shroud

indefinitely.

ETHAN

I'm willing to take the chance.

MATTHIAS

Very well.

MAX'S figure into frame.  MATTHIAS removes ETHAN's hood.

When it comes off ETHAN finds himself looking up at a tall

woman of indeterminate age.  She's handsome to the point of

severity.

MAX

Who are you and what are you doing here?

ETHAN

I need one hundred thousand dollars.

MAX

Really?  And you thought if you simply

showed up I might give it to you?

ETHAN

Why not?  You gave Job a hundred and

twenty five thousand.

MAX

The penny drops.  You

are not

Job.  Yes,

Job is not given to quoting Scripture in

his communications. And there was its

tone -- aggressive but playful.  Job is

not playful.  So you're something of a

paradox.

ETHAN

That depends.

MAX

On what?

ETHAN

Whether you like a paradox.  I want a

hundred and fifty thousand dollars.

MAX

It's quite out of the question.

ETHAN

The disk Job sold you is worthless.  It's

bait, part of an internal molehunt.

MAX

And how might you know that?  Are you

another Company man?

ETHAN

Like Job?

MAX

Ah, but, we're asking about you.

ETHAN

I'm NOC.  Was.  Now

disavowed.

MAX

Why, may I ask?

ETHAN

That's the question I want to ask Job.

MAX

I don't know Job any more than he knows

me.

ETHAN

Even so, I'm sure you could arrange an

introduction.

MAX

Why should I?

ETHAN

Because I can deliver the actual NOC

list.  The one you have is not only

worthless, it's certain to be equipped

with a homing device to pinpoint your

exact location.

MAX

It's easy to say the disk is worthless

when you say I can't look at the

information and see

if it's worthless.

Not a tenable position, sir.

ETHAN

Okay, boot it up and in anywhere from

thirty seconds to ten minutes you're

gonna have Virginia farm boys hopping

around you like jackrabbits.

MAX

(Pause.)

Mm - Hmmm...

ETHAN

Tell you what.  How good's the RF scanner

you used in the car?

MAX

Very good.

ETHAN

Okay, use it.  But I suggest pack up

first.

ANGLE

MATTHIAS boots up.  There's a little musical noise and the

screen brightens.  The computer WHIRS and CLICKS and a

complex list of names, addresses, phone numbers and other

personal information scrolls by.  But Matthias is watching

the digital read-out on the RF scanner.

MATTHIAS

Twenty-six, twenty-seven.  So far so

good.

MAX

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

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

MATTHIAS

Thirty-two and change.

MAX

(to Ethan)

Doesn't mean it's a signal.  Could just

be the hard drive heating up.

She looks from the scanner to ETHAN as if she's trying to

make up her mind about something.

MATTHIAS

Forty-four.  Forty-five.

ETHAN

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

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

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

onto a balcony.

EXT. MAX'S APARTMENT - BALCONY - DAY

The OTHER MAN comes out on the balcony.  Nothing out here but

a beautiful day.  He walks to the railing and looks down at

the street.

Down below, the dog that's still barking is tied to a street

sign.  WOOF.  WOOF.  WOOF.  Abruptly, it stops.

INT. MAX'S APARTMENT - DAY

Back inside:

MATTHIAS

Fifty-seven. Fifty-nine.

EXT. MAX'S APARTMENT

A pollution control van and a taxi arrive amidst other street

activity. KITTRIDGE and the FEMALE CZECH AGENT exit the taxi

as BARNES and TWO OTHER UNDERCOVER MALE IMF agents leave the

van.

INT. MAX'S BUILDING - LOBBY - DAY

Led by KITTRIDGE, the FIVE IMF AGENTS wearing Kevlar-lined

trenchcoats creep through the lobby of the building and hit

the stairs. They climb them silently.

INT. MAX'S BUILDING HALLWAY - DAY

A CLEANING WOMAN is vacuuming the hall carpeting when the

AGENTS come up the stairs, guns drawn. Her jaw drops and she

turns off the vacuum cleaner.

FEMALE IMF

(in czech)

Switch it on.  Keep cleaning.

KITTRIDGE looks at her sharply and gestures.  She turns the

vacuum back on. They reach the door of a certain apartment

and --

INT. APARTMENT - DAY

-- KICK through it.  The AGENTS swarm into MAX'S apartment,

guns waving in all directions.  KITTRIDGE sweeps in between

them and takes command of the place --

--but there's nobody here.  TWO AGENTS race into the bedroom,

and just as quickly out again.

EXT. POWDER TOWER - TOP SHOT - DAY

MAX, ETHAN, MATTHIAS and the OTHER MAN move quickly across

the bridge that connects Max's apartment to the tower.

EXT. MAX'S APARTMENT BALCONY - DAY

KITTRIDGE kicks open the door to the balcony, comes outside,

and looks around.  Nobody in sight.

KITTRIDGE

GOD D-

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

MAX

Oh dear, Gunther will never let me use

one of his apartments again.

(turns to Ethan)

Phew, sorry I doubted you, dear boy.

You're a good sport.  Do accept the

compliment.

ETHAN

Thanks, Max.  Or is it Maxine?

INT. CAR - MOVING - DAY

MAX

I don't have to tell you what a comfort

anonymity can be in my profession -- like

a warm blanket.

(abruptly)

My deal with Job was subject to a

successful boot scan.  Obviously it

didn't pass muster.  Deal's off.

ETHAN

What was your deal with Job?

MAX

Six million dollars.  I'll give you the

same.  But I want the complete list now,

not just Eastern Europe.  I won't do this

piecemeal, it's too dangerous.  I want

the entire

list, the true name of every

non-official cover agent throughout the

world.

ETHAN

Ten

million.  Ten million in negotiable

U.S. Treasury certificates, in bearer

form, coupons attached.  And one more

thing -- your personal assurance that Job

will be at the exchange.

MAX

Done.  Bring it to me in London.  I want

it by the end of the week.

ETHAN

How will you make sure Job will be there?

MAX

How will you make sure I'll have the list

in three days?  It's been a delight.  Now

where can I drop you dear boy?

ETHAN

I'm not being dropped anywhere without my

money.

MAX manages to laugh without coughing.  Then, with an

admonishing forefinger:

MAX

I'm going to have to front you

personally.  Don't lose that money

without losing your life.

ETHAN

I wouldn't dream of it.

MAX settles back and regards ETHAN.  A theatrical sigh.  She

fancies this guy.

CUT TO:

INT. MAX'S APARTMENT - DAY

KITTRIDGE waits on the balcony for his AGENTS to complete

their search.  HARRY BARNES, a middle-aged, gray suited,

somewhat gray-faced bureaucrat, comes to join Kittridge.

KITTRIDGE

The man's gone black, Barnes.  He's under

until he decides to surface.

BARNES

Look we can use someone from the Embassy

and we can get the local authorities

involved. Close off his transportation.

KITTRIDGE

What can we do, Barnes?  Put a guy at the

airport?  How many identities do you

think Hunt has?  How many times has he

slipped past custom, in how many

countries?  These guys are trained to be

ghosts.  We

taught them how to do it, for

Christ's sake!

BARNES

So what do you suggest?

KITTRIDGE

Let's not waste time chasing him.  Make

him come to us.  Everybody’s got pressure

points.  Find out something that's

important to him personally and you

squeeze.

CUT TO:

INT. SAFE HOUSE - DAY

ETHAN enters the living room.  CLAIRE walks out of the

bedroom holding a gun.

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

currency.

CLAIRE

Max made a deal with you?

ETHAN

I deliver the NOC list, Max delivers Job.

CLAIRE

We've got seventy-five rounds for your

Glock 9, but only twenty for the Sig

Sauer, one pair of Visco glasses with

monitor, plenty of passports. You said

it yourself -- if I'm not dead, I'm with

you.

ETHAN

You're sure about this?

CLAIRE

Jim was my husband. I want to know who

killed him. ( ALT ) I want to get the son

of a bitch who did this.

ETHAN

We need help, and we don't have time.

They have to be local.

CLAIRE

What kind of help?

INT. SAFE HOUSE - MOMENTS LATER - DAY

The KY57 crypto phone, a black box with an ordinary phone

receiver in the top, THUNKS down on the table.

ETHAN plugs the phone cable from his laptop into the back.

The green display on top of the KY57 dials a number and makes

a computer connection.

On the computer, the screen says:

I.M.F. PERSONNEL DATABASE

ENTER PASSWORD NOW

ETHAN types a password and the screen asks him for the

CATEGORY?

He types in a single word.

DISAVOWED

DISSOLVE TO:

INT. TRAIN - STATEROOM - NIGHT

The word "disavowed" dissolves slowly over the stateroom of a

high speed train, where the newly assembled IM force has

gathered around a table -- KRIEGER, a dangerous-looking

Frenchman of forty or so, LUTHER STICKELL, a muscular, soft-

spoken American in his mid-thirties.  ETHAN, and CLAIRE.

LUTHER regards the others warily.

ETHAN

Simple game.  Four players.

(points to Krieger)

Exfil opens the pocket --

(and to Luther)

-- cyber ops lifts the wallet.

KRIEGER

Bank?

ETHAN

IMF mainframe.

KRIEGER

(after a moment)

Where exactly is it?

ETHAN

In Langley.

LUTHER

In Langley?  The one in Virginia, Langley?

KRIEGER

Inside

CIA headquarters at Langley.

ETHAN nods.  KRIEGER turns to CLAIRE.

KRIEGER (CONT'D)

Is he serious?

CLAIRE

Always.

KRIEGER

If we're going to Virginia, why don't we

drop by Fort Knox?  I can fly a

helicopter right in through the lobby and

set it down inside the vault and it will

be a hell of a lot easier than breaking

into the God damn CIA.

LUTHER

What are we downloading?

ETHAN

Information.

LUTHER

What kind?

ETHAN

Profitable.

CLAIRE

Payment on delivery.

LUTHER

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

ETHAN

This doesn't sound like the Luther

Stickell I've heard of.  What'd they used

to call you?  The Net Ranger?  Phineas

Phreak?  The only man alive who actually

hacked NATO Ghostcom.

LUTHER

There was never any physical evidence

that I had anything to do with that..

that..

(correcting himself)

With that exceptional piece of work.

ETHAN

You don't know what you're missing. This

is the Mt. Everest of hacks.

LUTHER

You're all kidding yourselves. Even with

top of the line crypto.  Cray access.

STU 3's --

CLAIRE

Krieger can get it.

(to Krieger)

Right?

KRIEGER

May take a little time.

ETHAN

May take a little time. That's not what

Claire tells me about you.

LUTHER

Thinking Machine laptops, I'm talking

about the 686 prototypes -- with

the

artificial intelligence Risk chip --

ETHAN looks at KRIEGER.

KRIEGER

Twenty-four hours.

ETHAN looks back at LUTHER.  LUTHER thinks.

LUTHER

And I get to keep the equipment when

we're done.

ETHAN

Luther, I guess you're all out of

excuses.

LUTHER

I can't just hack my way inside.  There's

no modem access to the mainframe, it's in

a stand-alone.  I'd have to be physically

at the terminal.

ETHAN

Luther, relax, it's worse than you think.

The terminal's in black vault lock-down.

INT. CIA CORRIDOR/GUARD STATION - DAY

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

A CIA ANALYST carrying a glass of iced tea and several file

folders walks down a long corridor in the headquarters

building.  He comes to an impressive guard station and rests

his chin on a strange-looking optometric device.

ETHAN (V.O.)

They missed nothing in that room.  Even

the vents have laser nets over them.

Apparently the device approves and the ANALYST is buzzed into

a "RESTRICTED" area of the building.

INT. CIA COMPUTER ANTEROOM - DAY

The ANALYST reaches a curtained area. He shoves the curtain

aside and comes to a large, vaulted door.  He slides a card-

key into a slot, leaves it there and slides a second card-key

into the slot beneath it.

ETHAN (V.O.)

Inside, there are three countermeasure

systems that can only be deactivated by

authorized entry.  Which we won't have.

A panel next to the ANALYST says "INTRUSION COUNTERMEASURES

OFF."  The ANALYST next spins a three digit combination code,

CHUNKS the door open and steps into --

INT. CIA COMPUTER ROOM - DAY

-- the secured terminal room.  It's not large but it's

impressive.  A single terminal is bolted into the middle of

the floor and the glass and tile walls of the room overlook

computer storage towers.

ETHAN (V.O.)

The first system is sound-sensitive,

anything above a whisper sets it off.

The second system is on the floor and

pressure-sensitive --

The ANALYST closes the vault door behind him and walks across

the room.  As he walks, the floor tiles light up under his

feet, turning off again when he lifts the weight from them.

ETHAN (V.O.)

--and the third detects any increase in

temperature.  Even the body heat of an

unauthorized person in the room will

trigger it.

A thermometer on the wall shows the temperature is 72

degrees.  The ANALYST sets his glass down, boots up the

computer, and starts entering data from the file folders.

ETHAN (V.O.)

All three systems are state of the art.

The ANALYST turns and takes a sip of his iced tea.  A drop of

condensation runs down the glass and hits the floor. When it

makes contact, the floor panel lights up.

INT. TRAIN STATEROOM - NIGHT

The other team members gathered around the table look at

ETHAN skeptically.

LUTHER

And you really think we can do this.

INT. TRAIN CORRIDOR - NIGHT

The middle of the night and the train is dark. The team

members come out of the stateroom to go to bed -- KRIEGER

heads in one direction, ETHAN and CLAIRE in the other.

ETHAN stops.  His attention is drawn to the car ahead. There

is a window in the door to the car and he looks through it.

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

Ethan sees the business car, a plush space for busy

executives to get some work done on the train. There are

laptops, cellular phones, desks that fold out in front of

spacious seats.

A FEMALE EXECUTIVE, forty or so, is seated at one of the

desks, typing away into her laptop.

INT. TRAIN - CORRIDOR - NIGHT

ETHAN knocks on the compartment door.

ETHAN

May I come in?

CLAIRE

(wary but interested)

Sure...

INT. TRAIN - CLAIRE’S COMPARTMENT - NIGHT

ETHAN and CLAIRE enter, ETHAN closing the compartment door.

He pulls an envelope from his jacket and holds it out to her.

She takes it, waits.

ETHAN

It's cash. And a second passport. If

anything goes wrong when we're inside, if

you sense even the slightest deviation

don't look over your shoulder, you walk

away - you hear me? Just walk away.

CLAIRE

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

ETHAN

I didn't say that.

CLAIRE

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

ETHAN

I just need you to be safe.

CLAIRE

What about you?

ETHAN

What about me - Jim called an abort - I

didn't comply.  I lost the team. I just

need you to be safe.

CLAIRE's coolness causes ETHAN to hesitate just enough to

take it in.

CLAIRE

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

And they're suddenly, violently in each others arms, kissing

and half-falling onto the converted bed.  She suddenly

resists.  He senses it and pulls away.

ETHAN

Sorry.

He rises and goes to the door.  He's got his hand on the knob

when CLAIRE wraps her arms around him from behind, turns him

to her and kisses him, deeply.  This time they sink slowly to

the bed.

CUT TO:

EXT. CIA LANGLEY - DAY

Seen from the air, CIA headquarters is a sprawling complex,

two huge buildings surrounded by acres of parking lots hacked

out of a thick forest.

LANGLEY

INT. COMMUNICATIONS ROOM - DAY

KITTRIDGE, BARNES, and their STAFF are hard at work,

photographs and biographical data of ETHAN on various

computer and television screens around the room.  KITTRIDGE

leans back in his chair, staring at the ceiling.

BARNES

What I want to know is how Hunt accessed

the disavowed file, even after we cut off

his authorization code.

AGENT LOWDEN/AGENT

MAREK

He may have used Phelps' code. They were

friends, and Phelps, was still valid for

twenty-four hours.

BARNES

If that's the case, we need to implement

a system to immediately deactivate an

agent's code immediately...

KITTRIDGE brings his chair legs down on the floor with a

BANG.

KITTRIDGE

I can't believe what I'm listening to.

Hunt just kicked us in the ass, you

guys

are standing here trying to figure out

what kind of shoes he had on!  I don'tcare

how he did it, I want to know why

he

did it!  Is he recruiting?  For what

purpose?

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

in here.

AGENT PAT/AGENT

LOWDEN

Survival.

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

building.

KITTRIDGE

Too short sighted.  This guy's proactive,

he initiates

.  The question is what

does

he want now and where

does he need to get

it and Barnes what the hell

is that

noise?!

An AGENT is just coming in from the hallway.

AGENT

Fire alarm, Gene.

KITTRIDGE

Oh, for -- do we have to evacuate?

BARNES

That's S.O.P..

KITTRIDGE

S.O.P..

CUT TO:

EXT. VIRGINIA TWO LANE HIGHWAY - DAY

SIRENS BLARING, three fire trucks race past an inconspicuous

gray van parked on the shoulder of a two lane highway.

INT. CIA LANGLEY LOBBY - DAY

Three FIREMEN stomp into the main lobby of the CIA

headquarters building.  ETHAN and KRIEGER are among them, in

firemen's jumpsuits, carrying packs of equipment.

ETHAN takes a breath as they cross to the GUARD's desk.  He

looks up, above him.

Etched into the top of one wall are the words "AND YE SHALL

KNOW THE TRUTH AND THE TRUTH SHALL MAKE YOU FREE."

They reach the GUARD.  ETHAN, who wears Visco glasses, elbows

to the front of the group and takes charge.

ETHAN

(to the Guard)

We picked up alarms in sectors three,

seven, and twelve.

The GUARD checks a screen in front of him.

GUARD RICHARD

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

The FIREMEN look at each other.  Who is this guy?  But he

seems to know what he's talking about, so --

ETHAN

(to the Guard)

What sector's the air conditioning?

GUARD RANDALL

Uh -- twenty-one, but there's no alarm in

sector twenty-one.

ETHAN

I gotta go in there and shut it down!

GUARD RANDALL

Nobody goes into any sector where the

alarm didn't go off.

ETHAN

Do you want

to blow the fire through the

whole building?

GUARD RICHARD

(reciting policy)

Nobody

goes into any

sector where the

alarm

did not go off --

EXT. CIA LANGLEY - PARKING AREA - DAY

One fire truck is parked slightly behind the others in the

parking area of the headquarters building.  Second truck

roars past.  LUTHER watches it go.

INT. FIRE TRUCK - DAY

LUTHER is in the belly of the fire truck with a ton of

equipment -- three laptops, a bundle of phone cable, a mini-

dish antenna, a cellular phone, several thick phone company

manuals with names like "COSMOS" and "SWITCHED ACCESS

SERVICE."

One laptop serves as a Visco monitor, showing a video image

in which LUTHER watches ETHAN'S point of view of the stubborn

GUARD, who's finishing his sentence.

GUARD

(on screen)

--and it did not

go off in twenty-one!

LUTHER turns to a screen on another computer and searches

through a complex facilities menu.

LUTHER

(mouths)

Twenty-one, twenty-one --

He finds what he's looking for and double clicks on it.  A

red box on his screen lights up --

INT. CIA LANGLEY - LOBBY - DAY

-- and the same red box lights up on the GUARD'S screen.

From in the distance, a new ALARM begins to wail.

GUARD RANDALL

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

ETHAN

Let's move!

ETHAN turns and looks at one of the FIREMEN behind them --

it's CLAIRE.  CLAIRE and KRIEGER follow ETHAN/GUARD to

corridor.

INT. CIA STORAGE ROOM - DAY

CLAIRE quickly slips out of her fireman's jumpsuit, revealing

a business suit underneath.  She clips an ID tag to her

breast pocket.

She pulls a piece of paper from her pocket, a computer

printout of a man's ID photo.  She stares at the face,

studying it.

INT. CIA CAFETERIA - DAY

CLAIRE, carrying a cup of coffee and a muffin, looks for a

spot among the tables in the cafeteria of the headquarters

building.

She sees a MAN sitting alone, reading a newspaper.  It's the

man whose picture she looked at in the storage room.  She

sits next to him.

He looks up and gives her an acknowledging half smile, then

goes back to his paper.

He turns to pick up the paper and in the moment he is facing

the other way, CLAIRE pulls out a small vial resembling a

perfume sampler.  She dumps the clear liquid contents into

his coffee.  He turns back and hands her part of the paper.

CLAIRE smiles.

COFFEE MAN drinks up.  CLAIRE stares at his shoulder

strangely.  He notices.

She reaches out and flicks something off his shoulder blade.

He smiles.  But she hasn't flicked something off

his shoulder

blade, she's flicked something onto

it -- a little piece of

shiny gray metallic tape.  CLAIRE leaves the table. COFFEE

MAN drinks up and leaves the table.

INT. FIRE TRUCK - DAY

LUTHER stares at another one of his laptops, this one with a

blueprint of the inside of the building.  A cursor begins to

flash in one of the rooms.  LUTHER smiles.

LUTHER

Hi there.

INT. CIA CORRIDOR/GUARD STATION - DAY

A GUARD carrying an MP5, a handheld machine gun, leads ETHAN

and KRIEGER to a heavy metal door marked SERVICE.

GUARD

Air conditioning's through here!

They turn a corner, walking directly past --

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

COFFEE MAN.

INT. CIA LANGLEY - CORRIDORS - DAY

COFFEE MAN comes out of the cafeteria, walks down the

corridor. he goes to the restricted access door, taps the

control panel.

CIA ANALYST

William Donloe.

COFFEE MAN (ANALYST) walks past a GUARD desk and peers into

an optometric scanner and we suddenly remember where we've

seen COFFEE MAN before.  He's the TECHNICIAN who works at the

secured computer terminal.

INT. CIA - SERVICE AREA - DAY

ETHAN and KRIEGER in the service area - preparing.  ETHAN

putting the mask in a bag.

The GUARD returns.

GUARD

Where's the other guy?

The GUARD moves towards ETHAN, who kicks back at him, pushing

him back to KRIEGER, who zaps the GUARD on the back of the

neck.  He twitches and slumps to the ground, unconscious.

KRIEGER quickly grabs him around the neck.

ETHAN turns.  Holding the GUARD'S head with one hand, KRIEGER

pulls a stiletto from the sheath in the back of his belt with

the other.  He jabs it toward the base of the GUARD'S skull -

-- but ETHAN is on him in a flash.  He grabs KRIEGER's knife

arm shoving it up against the wall.  Staring into KRIEGER'S

face in warning.

ETHAN

Zero body count.

KRIEGER

(a threat)

We'll see.

ETHAN

Time up.

ETHAN releases him and walks away.

INT. VERTICAL DUCT - DAY

The Guard is tied up, lying on the floor of the Service Area

Room.  ETHAN and KRIEGER are below the open vent into the

duct system.

The first climb is straight up.  KRIEGER cups his hands under

ETHAN'S foot and lifts him up into the duct as he starts to

climb.

INT. DUCT - DAY

ETHAN and KRIEGER crawl quickly through the ducts, moving

horizontally now.  They reach a juncture and turn right.

ETHAN

1 - 2 - 3 - Toast, toast.  Luther, I'm

going in.  Don't disappoint me...Krieger,

from here on in, absolute silence.

INT. DUCT - DAY

ETHAN and KRIEGER reach a ventilator shaft in the duct.  A

laser net protects the ventilator, red shafts of light cris-

crossing every which way.  ETHAN looks down, through the net.

He can see the computer room below and the top of the

TECHNICIAN'S head.

INT. DUCT - DAY

In the duct, ETHAN signals to KRIEGER, making a triangle of

his hands.  KRIEGER wriggles forward and hands him a multi-

sided, pyramid shaped glass object.

ETHAN raises the pyramid and intercepts a portion of one of

the laser net's beams. The pyramid glows and we realise what

it is -- a prism.

The laser beam now captive in the prism, ETHAN carefully

moves it out of the centre of the ventilator shaft and

directs it toward another prism, clearing a path through the

shaft.

INT. CIA - COMPUTER ROOM - DAY

Up in the ceiling above it, one of the screws starts to move

in the ventilator shaft, unscrewing.  When it appears ready

to drop out, a thin strip of metal snakes out from between

the bars of the shaft and edges up next to the screw.

The screw drops out of its hole but it doesn't drop to the

floor, it zips over and clings to the side of the metal strip

with a gentle CLICK, as to a magnet.

The screw is pulled up, through the shaft.  Now the whole

shaft moves, down, into the room, held by a hand.

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

A rubber tube snakes down, through the hole, coming to a stop

near the thermostat, which says it's seventy-two degrees.  A

gentle WHOOSH is audible as frosty air blows through the

tube, cooling the room.

INT. CIA COMPUTER ROOM - DAY

The TECHNICIAN defaults the security systems outside the

terminal room.

INT. CIA - COMPUTER ROOM - DAY

It is eerily still in the locked-down computer room we saw

earlier.  No-one is there, there's not a sound but for the

gentle HUM of the computer as it waits to be put to use.

Now ETHAN's head

descends slowly into the room, his hair

falling in front of him.

At first it seems he's just poking his head in for a look,

but he keeps coming and coming -- first his head, then

shoulders, then waist, then knees, and finally we see his

ankles and understand.

He is lowered to stop in front of the thermometer and

temperature read out on the computer.  Suddenly ETHAN is

lifted back up quickly to hang at ceiling height above the

computer as the ANALYST enters the room.

INT. CIA - COMPUTER ROOM - DAY

The TECHNICIAN crosses to the computer and sits down, a stack

of work to his right.

INT. CIA COMPUTER ROOM - DAY

The TECHNICIAN is working away at the computer.  He pauses

and wipes some sweat from his forehead.

INT. CIA COMPUTER ROOM - DAY

With a strange look on his face, the TECHNICIAN looks up.

It's almost as if he senses ETHAN above him but instead --

TECHNICIAN

Oh, God.

-- he vomits.

He reaches for the garbage can and upchucks again.  Puzzled,

sick and feeling another wave coming on, he drags himself to

his feet, hauls himself across the room and leaves.

INT. CIA - COMPUTER ANTEROOM - DAY

Even sick, the TECHNICIAN still thinks to re-activate the

alarm systems with a card-key.  They HUM back to life

efficiently, a light flashing:

INTRUSION COUNTERMEASURES ON

INT. CIA COMPUTER ROOM - DAY

ETHAN descends again, slowly but steadily, until he is at the

same height as the computer terminal to hang horizontally in

front of the computer.

A heavy velcro strap binds his ankles together, secured by a

rope that leads up into the ventilator shaft and through the

set of pulleys.

INT. DUCT - DAY

KRIEGER holds the rope, his jaw clenched, sweat breaking out

on his forehead.

INT. CIA - COMPUTER ROOM - DAY

Unfortunately, he's three feet away from it.  He stretches

his arms but can't reach.

He blinks, unable to believe this.  He curls himself into a

situp and looks up, into the shaft.

INT. DUCT - DAY

KRIEGER sees the predicament.

INT. CIA - COMPUTER ROOM - DAY

ETHAN gestures to him, pointing to the floor.  Slowly,

KRIEGER drops him another few feet.  Now ETHAN's lower than

the terminal and still three feet away from it.

He closes his eyes, summoning his strength and does another

situp, bringing himself up right in front of the terminal.

INT. FIRE TRUCK - DAY

In the fire truck, LUTHER, who is watching on the Visco

monitor, turns his head upside down to get a look at what

ETHAN sees.

He cups his hands around the microphone of his headset and

begins to whisper.  We hear only the moist, airy sound of his

breath, not the words.

LUTHER

Type this password: AW96B6.  Return.  Go

to the files menu, find the NOC list

file.  Open "NOC List."  Put your

diskette in.  Double click on the NOC

list.

INT. CIA - COMPUTER ROOM - DAY

ETHAN's ear receiver WHISPERS ever-so-slightly.  He reaches

out, to the upside down keyboard, cranes his head to see it

and starts typing, softly.

The computer HUMS, activated.  ETHAN unbuttons his pocket,

withdraws a 3.5 disk and slides it gently into the floppy

drive.

The computer accepts it with a soft WHIR.  ETHAN winces, even

that soft sound is deafening in these circumstances.

But no alarms go off.

INT. FIRE TRUCK - DAY

LUTHER cranes his head again to see the computer terminal

through ETHAN's trembling viewpoint.  He WHISPERS more

commands.

LUTHER

Ok, good!  It's scrolling.  0K, now we're

going to download.  Edit menu.  Select

"copy to disc".  You're downloading.

When it's all green it's done.

INT. CIA - COMPUTER ROOM - DAY

ETHAN types in the contends, presses enter and the screen

displays a comforting message:

DOWNLOADING

INT. FIRE TRUCK - DAY

LUTHER'S eyes widen as he gets his first look, on the Visco

monitor, of the specific information they're downloading.

The NOC list.

LUTHER

Holy mother of God.

INT. DUCT - DAY

KRIEGER shakes with the strain of holding the rope.  His eyes

suddenly widen as he sees something next to him.

It's a rat.  KRIEGER stares. The rat stares back.  Neither

moves.  Puzzled by KRIEGER'S lack of response, the rat crawls

forward, inquisitive.

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

sneeze.

INT. FIRE TRUCK - DAY

LUTHER pulls himself together and WHISPERS another command

into the microphone.

LUTHER

You've done it.  Eject it.

INT. CIA - COMPUTER ROOM - DAY

The 3.5 disk is ejected from the floppy drive.  ETHAN pockets

it and signals to be raised.

Slowly, his body starts to move up.  As it does, a bead of

sweat rolls down his nose, balling at the tip.

ETHAN ignores it.  But below him, he sees the floor tiles,

four of them lit up under the wheels of the chair at the

computer terminal.

His eyes widen as he realizes something --

--the drop of sweat falls --

--and he catches

it with his right hand.

INT. CIA - MEN'S - DAY

CIA ANALYST crosses corridor from restricted access door to

bathroom.

A toilet FLUSHES, smashing the silence, and the TECHNICIAN

staggers out of the bathroom. He goes to the sink and throws

some water on his face. He's still unaware of the piece of

shiny metallic tape stuck to his shoulder blade.

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

INT. FIRE TRUCK - DAY

On one of LUTHER'S laptops, the blinking cursor starts to

move down a corridor.  LUTHER speaks into his microphone.

LUTHER

He's rolling.  Get moving!

INT. CIA - COMPUTER ROOM - DAY

ETHAN is near the ceiling, but KRIEGER isn't pulling any

more.  ETHAN looks up at him, wide-eyed and gestures to pull

him up.  KRIEGER shakes his head no.

ETHAN gestures -- "WHAT?!"

INT. FIRE TRUCK - DAY

The cursor is halfway across the screen.

LUTHER

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

INT. CIA - COMPUTER ROOM - DAY

ETHAN still dangles.  Holding the rope with one hand, KRIEGER

holds out his other, demanding something.  He wants the disk.

INT. CIA CORRIDOR/GUARD STATION - DAY

The TECHNICIAN makes his way back down the corridor, toward

the computer room.

INT. FIRE TRUCK - DAY

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

is sweating.

LUTHER

He's at the vault - get moving!  1

yellow, 2 yellows...Toast!

INT. CIA - COMPUTER ROOM - DAY

ETHAN, still hanging upside down, has refused.  KRIEGER

demands again.

INT. CORRIDOR/GUARD STATION - DAY

The TECHNICIAN passes through the optometric scanner.

INT. FIRE TRUCK - DAY

LUTHER

You're not moving

!

INT. CIA - COMPUTER ROOM - DAY

ETHAN is hoisted up.

INT. FIRE TRUCK - DAY

LUTHER

Phew! (to himself) NOC list.

INT. CIA - COMPUTER ROOM - DAY

ETHAN has the diskette in his mouth.  KRIEGER leans down and

takes it.  He drops the knife.

KRIEGER

Merci.

ETHAN

We're not outta here yet.

INT. CIA - COMPUTER ANTEROOM - DAY

The TECHNICIAN deactivates the alarm systems, swings the

door open and comes back into the room.

He turns to close the door behind him and in so doing just

misses seeing ETHAN'S head as it is pulled back up into the

ceiling.

CUT TO:

INT. DUCT - DAY

ETHAN throws smoke cannisters and he and KRIEGER crawl

frantically back through the duct, the way they came.

INT. CIA LANGLEY - LOBBY - DAY

CLAIRE walks quickly past the GUARDS in the reception area

and out of the building.

INT. CIA - COMPUTER ROOM - DAY

The TECHNICIAN enters the room and shuts the door.  He sees

the knife, picks it up, looks at it and then puts it down.

He resumes his work at the computer but when he punches up

his program, something prints out on his screen.  Its header:

KEYSTROKE LOG -- FILE DOWNLOAD

11/18/95 9.58 AM

And it goes on.  The TECHNICIAN'S eyes widen in disbelief.

He spins back in his chair and reaches for the nearest

telephone.

INT. CIA - COMMUNICATIONS ROOM - DAY

In the communications room, tempers are running a little

high.  KITTRIDGE is on his feet, berating his staff.

KITTRIDGE

Think

, for Christ's sake, you guys are

mired in detail, open your minds, it's

gotta be staring us in the face!  What

does Ethan Hunt want

?!

BARNES

Same thing he wanted in Prague!  Same

thing he's always wanted!  The NOC list!

KITTRIDGE

Okay!

Now it's coming together in KITTRIDGE'S mind and a horrible

thought occurs to him.

KITTRIDGE (CONT'D)

And where is the list vulnerable?

There is nervous silence for a moment.  Behind KITTRIDGE, on

the other side of the room, the phone starts to ring

.

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

room.

KITTRIDGE (CONT'D)

(joking)

Other than here.

Nervous laughter goes around the table.  It fades.  On the

other side of the room, the AGENT who answered the phone

turns, receiver in hand, face ashen.

He holds the phone out to KITTRIDGE, terrified, the bearer of

extremely

bad news.

They all turn slowly and look at him.  He holds the phone out

to KITTRIDGE, shaking slightly.

AGENT

It's for you.

KITTRIDGE

Kittridge, yup?

CUT TO:

EXT. VIRGINIA ROAD - DAY

It may be a HUMAN SCREAM or it may be a SIREN'S WAIL but it

echoes over the forest as a lone fire truck ROARS away from

the headquarters building, making its escape.

INT. FIRE TRUCK - MOVING - DAY

LUTHER, KRIEGER, CLAIRE and ETHAN, the victorious team, are

in the truck's cab.  They exchange looks of massive relief.

But no one speaks.  LUTHER, in particular, looks heavily

troubled by what they've just done.

ETHAN looks at CLAIRE, who is jammed into the seat next to

him.  She drops her head on his shoulder, exhausted.

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

ETHAN just looks straight ahead and to CLAIRE.

CUT TO:

INT. COMMUNICATIONS ROOM - DAY

The TECHNICIAN who discovered the theft of the list sits at

one end of the now-empty conference table in the

communications room.  KITTRIDGE sits in a chair beside,

staring gravely at him.

He gets up and walks to the door, where HARRY BARNES hovers.

KITTRIDGE lowers his voice, it's barely audible.

KITTRIDGE (CONT'D)

(to Barnes)

You and I know about this -- and that's

where it stops.  Understand?  It never happened.

BARNES

What about him...?

He gestures to the TECHNICIAN, who watches them anxiously.

KITTRIDGE

I want him manning a radar tower in

Alaska by the end of the day.  Just mail

him his clothes.

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

him anxiously.

CUT TO:

EXT. LONDON - NIGHT

Night. This street is a row of nondescript hotels, one after

the other, with anonymous names like "Hotel Pomeroy," "Hotel

Vincent," and "Hotel Berridge."

LONDON

INT. LONDON SAFE HOUSE - NIGHT

This barely furnished flat is as nondescript as the row of

buildings it's in.  ETHAN hurriedly digs through an overnight

bag until he finds what he's looking for -- the now-battered

bible he's used to contact Max.  He flips through the pages

and crosses the room to his laptop, which is powered up and

waiting on the tiny desk.

LUTHER, alone in a chair across the room. is seriously

preoccupied.  KRIEGER is sprawled-on a ratty sofa, hoisting a

lager and watching CNN.

CLAIRE is at the window staring out, anxious.

KRIEGER glances over the back of the sofa at ETHAN.

KRIEGER

You contacting your buyer?

(no answer)

Ethan?

From the desk, ETHAN glances up.  Then goes back to the

computer.  KRIEGER continues to glare over the sofa back.

KRIEGER (CONT'D)

Ethan?  Oh, 'scuse me Mr. Hunt?

ETHAN ignores him, working.  His computer jams with static as

it connects to a BBS.  The screen blinks and displays the

familiar Bible group service through which he's contacted

Max.  When it asks him which chapter and verse for the

posting, ETHAN flicks through the Bible, looking for the next

code.  He  begins to type.

MAX -- Now might be an excellent time

to interpret Scripture face to face.

Meet on TGV, noon tomorrow.  Take

seat 27.  Bring our mutual friend

Job.

KRIEGER suddenly appears over his shoulder and knocks bible

out of Ethan's hands to the floor.

KRIEGER

You're not going to any meeting without me.

ETHAN

My contact is extremely shy.

He goes back to the computer, his finger hovering over the

"ENTER" button.

LUTHER and CLAIRE watch this growing conflict closely. ETHAN

sighs and stands up.  KRIEGER pulls out the blue disk he took

from ETHAN in the computer room and waves it in front of him.

KRIEGER

I don't think you're in any position to

give orders, do you?  Not while I'm

holding this.

CLAIRE

Krieger.

KRIEGER

Stay out of this.

OR

Lachez - moi

OR

T'agueue

ETHAN

Don't you mean this?

He reaches into his briefcase and pulls out an identical

disk.  He puts it back in his jacket pocket.

KRIEGER stares for a second.

KRIEGER

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

ETHAN

What's the matter, you don't know this

trick?

He holds the jacket pocket wide open, for KRIEGER to look

into.  KRIEGER does.  The pocket is empty.

ETHAN (CONT'D)

(mock surprise)

Where did it go?!  It's GONE!

ETHAN walks over to CLAIRE, reaches into the pocket of the

trousers she's wearing and pulls out the disk.

ETHAN (CONT'D)

But not too

far!

He palms the disk in his right hand.

ETHAN (CONT'D)

I know what you're thinking, Krieger.

You're thinking, back in the computer

room -- I was up here -- he was down

there -- .  He was carrying two discs.

While he talks, he rotates his hand, palm away from KRIEGER.

When he rotates it back, the disk is gone again.  He holds up

his left hand.  It's there now.

ETHAN (CONT'D)

So

hard to keep track of these things.

ETHAN shows his hands -- now both

are empty.

KRIEGER

(fuming)

Where is it?

ETHAN pats his pockets, pretending to be frantic.

ETHAN

I thought you had it!  Do you actually

think I'd let you have the NOC list?

KRIEGER just stares at him, shaken.  CLAIRE laughs.  KRIEGER

looks at her.  He turns completely red.  When he looks back

at ETHAN, ETHAN holds two

disks -- one in each hand.

KRIEGER

Try any sleight-of-hand with my money and

I’ll cut your throat.

He tosses his worthless disk into the trash can and storms

out, SLAMMING the door behind him.  ETHAN picks up the Bible

and sees Drake Hotel.

CLAIRE

I'm so sorry.  Krieger was my call.  I've

never worked with him.  I'm sorry, Ethan.

ETHAN

We did what we had to do.

CLAIRE

I'm going to try and get some sleep.

She leaves, closing the door behind her, leaving ETHAN and

LUTHER alone.

ANGLE

ETHAN waits a moment, then casually walks to the trash can,

picks up the disk KRIEGER threw out and brushes it off

carefully.

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

jacket pocket.

LUTHER

Krieger did

have the NOC list.

ETHAN

Now I want you to hold onto it.

LUTHER

What makes you trust me?

ETHAN

Because if you knew what you were getting

into, you never would have done it.

LUTHER

I'm not letting this list get out in the

open.

ETHAN

Exactly, that's your job.  Tomorrow on

the train, you can't let this list get

out into the open.  What's the range of

this thing?

LUTHER

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

close.

ETHAN

I'll get you close.

Claire opens the door.

CLAIRE

Ethan I need to talk to you.

ETHAN follows CLAIRE into her room where she shows him the

television screen.

INSERT - SCREEN

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

ANCHOR

The unlikely setting...a farm in the

heartland of America...the State of

Wisconsin, where federal agents claim to

have broken the brain trust behind an

international drug ring.  For a report we

go live now to CNN correspondent (Joe

Jones) in the state capitol, Madison.

(Joe)...?

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

REPORTER

Authorities have identified the couple as

Margaret Ethan Hunt and Donald Hunt.

BACK TO SCENE

ETHAN looks.  CLAIRE behind him.

INSERT - SCREEN

An OLDER COUPLE, mid-sixties, exit the doors and are led down

the steps of the courthouse in shackles.  The Reporter and

other news crews race up to the door.

REPORTER

Here they are now.

Camera follows the couple downstairs.  Police roughly pull

them away from the news crews.

BACK TO SCENE

INSERT - SCREEN

REPORTER

They were apprehended this morning by the

DEA in a major sting operation for the

illegal manufacture of the drug

methcathinone, known on the street as

"cat".

BACK TO SCENE

ETHAN

INSERT - SCREEN

VOICE (O.S.)

Similar to methamphetamines, cat is seen

by officials as one of the most powerful

and dangerous drugs in the world.  Some

thirty-four cat labs have been seized so

far, but the recently widowed Mrs. Hunt

and her brother-in-law are believed to be

involved in a global drug distribution

network.

A public official exits the building.  The reporter and other

news crews charge up to him.

REPORTER

Mr. Fairchild, agent Fairchild, a comment

please.

The image on the television changes to an interview with a

PUBLIC OFFICIAL who faces a bank of microphones.

PUBLIC OFFICIAL

I think it's sad, really.  Farmers,

unless they're a conglomerate, are always

operating on a paper-thin margin.  I'm

afraid what we have here is a case of a

naive and lonely widow with a lot of

financial problems who chose to make

money through illegal means.

REPORTER

That was John Fairchild, the DEA agent in

charge of this investigation.  Officials

tell me that international law

enforcement agents are expected to arrive

here later today to question the Hunts.

This is Joe Jones, CNN, Love in Madison,

Wisconsin.

BACK TO SCENE

ETHAN

Kittridge...

CLAIRE

Bastard!

ETHAN switches TV off and paces away from it.  His anger

erupts and he kicks the old filing cabinets, then picks up a

chair and throws it across the room so it smashes into the

wall.  CLAIRE tries to get hold of him, but he shakes her

away.

ETHAN

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

CAMERA SWING PANS between them.

CLAIRE

What are you going to do?

ETHAN

(turns to her and gestures at TV)

He's expecting my call.

(strides to door)

I'm going to the station...

(o/s at door)

And I'm going to call him.

EXT. LONDON SAFE HOUSE - RAIN - NIGHT

ETHAN comes out from a side street by Liverpool Street

Underground Station and crosses the road to the main station.

CLAIRE watches him from the window.

INT. LONDON TERMINUS RAILWAY STATION - NIGHT

ETHAN hurries down escalator.  CAMERA MOVES IN on him.  He

crosses to the TELEPHONE BOXES. He starts to dial a number.

CUT TO:

INT. CIA - COMMUNICATIONS ROOM - NIGHT

A light flashes and a phone BUZZES.  KITTRIDGE in shirt and

tie, picks up.  BARNES and several other AGENTS are

monitoring newscasts and engaged in various activities

related to the Hunt case.

KITTRIDGE

(picking up)

Kittridge.

ETHAN (O.S.)

I see you've been out visiting the folks.

KITTRIDGE

(covers receiver)

It's Hunt.  What do you need for a

pinpoint?

(to Ethan)

Been watching a little T.V., have you?

One of the technicians frantically scratches something on a

piece of foolscap and waves it at KITTRIDGE:  "80 SECONDS".

KITTRIDGE nods.

EXT. PHONE BOX - LONDON - NIGHT

ETHAN

Hauling Mom off to jail in shackles was

an especially nice touch.

INT. CIA - COMMUNICATIONS ROOM - NIGHT

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

screen.

TECHNICIAN

He's in England.

BARNES scratches England and 22 seconds on foolscap and waves

it.

KITTRIDGE

(covering receiver)

Get MI5.

The TECHNICIAN opens another line on his console and begins

patching through to Whitehall.

KITTRIDGE

Ethan, I want to reassure you that my

first order of business after you come in

is to get these ridiculous charges

against your family dropped and

eliminated completely from their files.

Come in now, we can plea down the charges

against you as well.

The wall clock is thirty seconds and counting down.  The

TECHNICIAN is frantically signalling KITTRIDGE to keep

talking.  KITTRIDGE is momentarily stuck.  Fortunately:

ETHAN (O.S.)

Can I ask you something, Kittridge?

KITTRIDGE

Certainly Ethan.

INT. PHONE BOX - LONDON - NIGHT

ETHAN

If you're dealing with someone who's

crushed, stabbed, shot and detonated five

members of his own IMF team, how

devastated do you think you're going to

make him by marching Ma and Uncle Donald

down to the county courthouse?

INT. CIA - COMMUNICATIONS ROOM - NIGHT

KITTRIDGE

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

Click.  ETHAN has hung up.  KITTRIDGE looks hopefully to the

TECHNICIAN who says:

BARNES

Lost him.  We needed three more seconds.

Surprisingly KITTRIDGE is not as upset as he is puzzled.

KITTRIDGE

He wanted us to know he was in London.

Clearly that's the question that KITTRIDGE is turning over in

his mind and he doesn't have a simple answer to it.

CUT TO:

EXT. PHONE BOX - LONDON - NIGHT

Close Digital clock.  It reads 23.59.  Angle widens to show

ETHAN looking at it with grim satisfaction.  He opens the

door of the phone booth and almost SMACKS right into --

--the pale, weary, ghostlike figure of a man standing just

inches in front of him.  Startled, ETHAN looks up, but what

he sees shakes him to the core.

The man is JIM PHELPS

.

ETHAN SHOUTS and almost falls back into the phone booth.

PHELPS leans against the door of the booth and smiles weakly.

PHELPS

You're a hard man to catch up with.

PHELPS falls towards ETHAN.  ETHAN tries to speak, but can't

even form words.

INT - RAILWAY STATION CAFE (DAY)

ETHAN and PHELPS opposite one another in a booth, PHELPS

looking clammy and listing to one side.  But the banter

seems friendly and very quick - two friends and close

colleagues able to follow one another's reasoning easily,

finishing each other's sentences:

PHELPS

..the next day I managed to drag myself

to the safe house, must've just missed

you..anyway, I checked our aliases.

ETHAN

- and picked us up in the States -

PHELPS

- but you left before I could get there

and I could check just so many places..

ETHAN

Yeah, smaller countries don't computerize

customs records -

PHELPS

- so I watched Europe. Once you showed

up in England..it was easy.

ETHAN

You knew I liked the rentals at Liverpool

Street.

PHELPS

Hey, I showed 'em to you!

ETHAN

I remember..

PHELPS smiles warmly, has to steady himself to maintain an

upright position.  He opens a medicine bottle and takes the

pain killers.

ETHAN

Jim, who do you think you're kidding?  A

doctor's gotta look at that.  You can't

sit up straight.

PHELPS

I can sit up straight.  I just can't..sit

up straight very well.  It's not

important!  I saw who shot me.  Ethan, I

saw the mole.  It was Kittridge.

(a fist into the table)

Kittridge!

PHELPS grips the sides of the table.

ETHAN

Kitteridge.  Oh my god!  Kittridge is the

mole?

PHELPS

Yeah.

ETHAN

How did Kittridge do it?..

EXT. CHARLES BRIDGE - FLASHBACK - NIGHT

A reprise of PHELPS'S narrative only now ETHAN'S telling it

and camera is showing the events as ETHAN sees they actually

happened.

ETHAN VO

- first he took care of Jack in the

elevator -

At the Embassy PHELPS sends the elevator to the top of the

building, watching it go and crush Kiefer.

ETHAN VO

- he shot you on the bridge -

On the Charles bridge PHELPS using the Visco glasses aims the

gun toward them, fires, cants the glasses and tosses them

into the Vltava River.

ETHAN VO

- he must have had back up take out

Golitsyn and Sarah at the fence..

There on the embankment, in the night and fog, it is KRIEGER

who takes out GOLITSYN and SARAH thru the fence..

ETHAN VO

How did he do Hannah?

Here it is CLAIRE with back to camera who presses the

detonator and turns dreamily to face it, the explosion

brilliant behind her...

ETHAN VO

No.  No.  He could've taken out Hannah

himself.

PHELPS presses the remote detonator and the car blows..

OVER SHOULDER - PHELPS (INT. RAILWAY CAFE)

ETHAN looking intently at him.

ETHAN

Why, Jim?  Why?

Awkward moment.

PHELPS

..when you think about it, Ethan, it was

inevitable..no more Cold War.  No more

secrets you keep from everyone but

yourself, operations you answer to no one

but yourself.  Then one morning you wake

up and find out the President of the

United States is running the country -

without your permission

.  The son-of-a-

bitch!  How dare

he?  You realize it’s

over, you’re an obsolete piece of

hardware not worth upgrading, you’ve got

a lousy marriage and sixty-two grand a

year.  Kittridge, we’ll go after that no

good son-of-a-bitch, big time!

ETHAN

We don’t have to, Jim.  He’ll come after

us.

PHELPS

What’s going to make him do that?

ETHAN

What he didn’t get in Prague.  The NOC

list.

PHELPS

Jesus, Ethan.  Good for you.

ETHAN

A meeting tomorrow on the TGV, enroute to

Paris.

PHELPS

Tight security.  No guns.  Real plus.

ETHAN

If I supposedly deliver the NOC list to

Max, Max has agreed to deliver Job to me.

I’ll have Claire and Luther Stickell with

me on the train.  Marcel Krieger will

have helicopter transport waiting in

Paris.

PHELPS looks away.  Seems badly shaken.

ETHAN

Jim...?

PHELPS

I was sitting in a cafe waiting for you

and suddenly there she was, standing in

the rain just outside the safe

house..alive and beautiful..and thinking

I’m dead and gone.  God knows what she’s

had to do forget about me to keep going

and get the job done, I..

PHELPS breaks off abruptly.  Apparently some inner struggle

over this threatens to overwhelm him.  Then, controlling it:

PHELPS

- no.  She can’t know about me.  No one

can.  Not til this is over.  There’s too

much at stake, Ethan.

ETHAN

You’re probably right.

PHELPS

I usually am.

ETHAN

Once we leave the safehouse, get in there

and crash.  I’ll call you from Paris.

PHELPS

You got it.

ETHAN

And get a doctor.

PHELPS

Good luck.

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

The door to CLAIRE'S room in the safe house opens, throwing a

shaft of light over her form.  ETHAN creeps in and closes the

door behind him.

It is approximately one a.m. .  CLAIRE is huddled in the

corner.  ETHAN enters and stands looking at her.

CLAIRE

What happened?

ETHAN

(walks towards her)

I sent the message to Max.  We’re on for

tomorrow.

CLAIRE

Okay...

ETHAN

(he steps towards her, stops)

Is this the only way?

CLAIRE

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

She draws him down by his hand to kiss her.

He kisses her again, more fully.  She wraps an arm around him

and he holds onto the kiss.  The room appears to revolve

around them.

CUT TO:

EXT. PRIVATE HELIPAD - DAY

Suddenly it’s bright, broad daylight, so bright it hurts our

eyes.

KITTRIDGE and BARNES step off a military helicopter, blinking

at the sunlight and hurry down the steps.

TWO AGENTS immediately flank KITTRIDGE at the bottom and fall

into step alongside, ready to brief him.  One of them holds

out a small package with "for Job" written on it.

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

simply says:

TGV.  LONDON TERMINUS

Noon.

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

As he reads the note, something else falls out of the

envelope and CLUNKS to the ground.

He bends over, picks it up, and looks at it.  Cradled in his

hand, we can’t see what it is.  But to him, it’s very

interesting.

He steps up his pace, headed for the car.

KITTRIDGE

(to the Agent)

How long to the London Terminus?

AGENT

Twenty, twenty-five minutes.

KITTRIDGE

You’ve got ten.  Move

!

INT. WATERLOO STATION PLATFORM - DAY

The sleek front power car, looking like the nose of an SST,

gets its 25,000 volt charge from the overhead catenary.

The rear power car gets its jolt.

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

INT. BUSINESS CAR - MOVING - DAY

The business car is similar to the one ETHAN saw on the first

train they look across Europe.  It’s crowded, maybe THIRTY

MEN and WOMEN in suits, most of them already immersed in work

on their laptops or talking on their cellular phones.

One such woman is MAX in her seat, number 27.  MATTHIAS and

the OTHER MAN, last seen dropping off ETHAN in Prague, sit

across from her, her laptop is on the table next to her, in

her briefcase.

MAX

How long until we reach the Chunnel?

MATTHIAS

Twenty minutes.

INT. REAR CAR - MOVING - DAY

A MAN puts a cellular phone and a radio/cassette machine on

the bunk-bed.  We only see his hands as he proceeds to take

the parts of a pistol out of the cassette machine and

assemble a wicked-looking pistol from the seemingly innocuous

electrical parts inside.

INT. BUSINESS CAR - MOVING - DAY

MAX is reading the Financial Times.  MATTHIAS is looking out

of the window.  A cellular phone rings inside MAX’s briefcase

in front of MATTHIAS.  MATTHIAS takes the phone out.

MATTHIAS

Yes...

(holds phone out for Max)

It’s him.

MAX

(into phone)

This wasn’t what we discussed.

ETHAN (O.S.)

(on phone)

My apologies Max.  Couldn’t be helped.

There’s a piece of black cloth under your

seat.  Tear it away and you’ll find the

disk.

MAX reaches down and does as instructed, finding the computer

disk as promised.  She hands it to Matthias who strips off

the velcro covering and slots it into the drive next to the

computer in the briefcase.  He boots it up quickly and turns

the briefcase containing the computer toward MAX for her to

see.

One half of the screen, with the heading "CRYPTONYM AND

OPERATIONAL SPECS" is already jammed with information.  The

blank second half of the screen acquires the title "TRUE

NAME," and information starts filling itself in rapidly --

names, addresses, identities.

As the two sides match up, a legend flashes:

IDENTITY MATCH

MAX

(back into phone)

Ha, dear boy!  I do hope this doesn’t

prelude a meeting in private.

ETHAN (O.S.)

It doesn’t, dear girl.  as long as you

tell me where the money is.

MAX

The possibility alone is worth ten

million.  Baggage car, rack 3.  Silver

briefcase.  Combination 314.

ETHAN (O.S.)

What about Job?

MAX

I wouldn’t worry about him.  Once you’ve

got the money -- he’ll find you.

INT. BUSINESS CAR - MOVING (ANOTHER ANGLE)

LUTHER, three rows behind in another seat, is at work on a

laptop of his own.  A mobile Nokia phone is beside it - red

light flashing.

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

KITTRIDGE and BARNES move through the second class car.  They

turn around and start working their way back again.

At the front, CLAIRE is getting desperate.  A LARGE MAN

passes through the door behind her.

The LARGE MAN continues back, nearing KITTRIDGE and BARNES,

who are forced to step into empty seats on the side in order

to make room for him to pass.  As they move by him, their

vision is momentarily blocked --

-- and CLAIRE gets up to follow

.

She follows to the rear of the car and she passes through the

door and out of the car, after KITTRIDGE and BARNES talk in

doorway.

BARNES

Only four more cars.

KITTRIDGE

And if we don’t find him - we’ll search

the whole train again.

BARNES

What’s Hunt doing on the TGV?

KITTRIDGE

High speed train.  No-one gets on.  No-

one gets off.  High security.  Good place

for a pass off to Max.

BARNES

But why tell us?

KITTRIDGE

He’s putting on a show, Barnes.

BARNES

What kind of show.

KITTRIDGE

I don’t know.

(looks at his wrist monitor)

It didn’t say on the tickets.

KITTRIDGE and BARNES go off back through the next coach.

CLAIRE follows into the same doorway and stops to speak into

her wristwatch to ETHAN:

CLAIRE

Ethan...Kittridge is on the train.

ETHAN

Kittridge is Job.  Max delivered.  How

far is he from Luther?

CLAIRE

Two cars.  Where are you?

ETHAN

You are my eyes.  Stay with him.

She moves onto the next coach, going after KITTRIDGE and

BARNES.

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

On her computer screen in the business car, an ominous

message flashes.

LIST COMPLETE

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

MAX

(into phone)

He’s in the baggage car.

PHELPS (O/S)

(assembling gun in sleeping

compartment)

I’ll be there.

MAX hangs up and hands the phone to MATTHIAS who slots it

into the briefcase next to the computer.  He dials a number

on the keyboard and pushes send.  The computer emits a DIAL

TONE.  Her computer flashes a message.

MODEM DENIED

MAX

What’s the problem.

MATTHIAS

Connection denied.

MAX

Try it again.

MATTHIAS

It’s not working.

MAX

Is something wrong with the phone?

(Pause as he tries the phone)

Well is something wrong with the

batteries?

MATTHIAS

I always check the batteries.

MAX

Run it through from the top.

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

The MAN assembling the gun CLICKS the last piece, the

silencer, into place.

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

KITTRIDGE and BARNES looking - stop in doorway.

BARNES

Nothing but civilians, Gene.

KITTRIDGE

This is bullshit - we don’t even know

what Max looks like.

BARNES

Maybe we don’t have to know what he looks

like.  If he’s got that list, he’s going

to want to check it.  We should be

looking for laptops.

KITTRIDGE

Good idea.

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

LUTHER sees them coming.  He smacks the laptop shut and

positions his jamming phone on the table to point at Max’s

computer.  He gets up, taking his computer with him, headed

for the rear of the car.  A WAITER sees the phone and goes

after LUTHER with it.

WAITER

Excuse me, Sir, your telephone...

OTHER PASSENGERS’ phones nearby go haywire.  LUTHER looks to

MAX.  Exits car.

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

Her dial tone finally hits the static of a computer

connection and the message on her screen changes:

TRANSFER IN PROGRESS

MATTHIAS

It’s working.

MAX

Phew!  We’ve got five minutes...

INT. BUSINESS CAR - MOVING - DAY

LUTHER shuts himself in the bathroom.  The OTHER MAN follows

him, tries the door and waits his moment.  The OTHER MAN

bangs against the door.  LUTHER braces himself against the

door.

INT. ANOTHER CAR - MOVING - DAY

CLAIRE walking through.  She pauses to listen in her

earpiece.

ETHAN (O/S)

I’ve got the money.  Meet me in the

baggage car.

She walks on.

INT. BUSINESS CAR - MOVING - DAY

KITTRIDGE and BARNES are looking at the people in the

Business Car behind MAX.  CLAIRE passes them by heading for

the last executive coach to get to Club and Baggage Car.  She

passes the OTHER MAN at the bathroom door.  He follows her.

KITTRIDGE

Get this door open.

KITTRIDGE and BARNES have seen CLAIRE go through MAX’S

Business Car and past the OTHER MAN at the bathroom door.

They follow, but suspect the locked bathroom door and stop

there to listen.

INT. LAST EXECUTIVE CAR - MOVING - DAY

CLAIRE moves swiftly through the last car (after MAX’S car).

up into the Club Car and opens the door leading to the

BAGGAGE CAR.  Goes in.  The door slams shut.

KITTRIDGE

Hello, Luther.  Where’s Hunt?

LUTHER

Mr. Kittridge, the NOC list is being

modemed off the train.

KITTRIDGE

Where?

INT. REAR CAR - MOVING - DAY

CLAIRE enters a little breathless.  Spotting PHELP’S profile

in the darkened car.

CLAIRE

Ethan’s right behind me.  Listen to me

Jim.  Is it such a good idea to kill him?

We take the money.  Ethan takes the

blame.  No-one else has seen you alive.

No-one will believe him.

ETHAN

Of course - I’m sorry to hear you say

that Claire.

CLAIRE

Ethan?

PHELPS

Yes.  Ethan Hunt, darling.  Remember him?

Here PHELPS pulls out his assembled pistol.

CLAIRE

You knew about Jim?

PHELPS

Course he did.  Just exactly when he knew

is something of a question.  Before or

after I showed in London, mind telling

me, Ethan?

ETHAN

Before London.  But after you took the

Bible out of the Drake Hotel in Chicago.

PHELPS

They stamped it, didn’t they?  Those damn

Gideons.

PHELP’S watch alarm goes off.

PHELPS

Two minutes til Krieger shows.  This’ll

have to be quicker than I’d like.

Certainly quicker than you’d like.

CLAIRE

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

PHELPS

Why the masquerade?  Why take the risk?

Well, Claire, you’ve asked the question

and you are the answer.

ETHAN

I knew about Jim.

PHELPS

But, he didn’t know about you.  In all

fairness, Ethan, Claire was never

convinced her charms would work with you.

But I was supremely confident - having

tastes the goods.  "Thou shall not covet

thy Neighbour’s wife", Ethan.  Oh, Ethan

is in love with you, Claire, make no

mistake about it.  And like all the

world’s lovers, he’s tortured by the

same, one pathetic question - "does she

feel the same way I do?"

JIM turns to CLAIRE.

PHELPS

Well Claire do you?  Have you been

exploiting his feelings or returning

them?

CLAIRE

Jim - lets just get the money and get out

of here.

CLAIRE goes to ETHAN.

CLAIRE (CONT'D)

The money Ethan.

ETHAN hands her the money.

ETHAN

You’ve earned it.

CLAIRE goes to Jim with the money.

PHELPS

Count it.

CLAIRE starts to count.

ETHAN

Tell me something Claire, that night in

Prague, was it you or Jim that blew up

the car and scattered Hannah all over

town?

PHELPS

Keep counting Claire.

CLAIRE

It was me.  I did it.

CLAIRE hands PHELPS the money.

PHELPS

Satisfied?

CLAIRE

All ten million.

PHELPS

Fold it.  Fold it tight.

ETHAN

Aren’t you going to thank me Jim.  Ten

million is better than six.

PHELPS

Don’t flatter yourself - six was for

Eastern Europe

.  You made a lousy deal -

ten for the world?  What is that?  But I

needed you for the transfer with Max.  I

got a little extra change;  and you got a

little extra too.

PHELP’S watch alarm goes off.

PHELPS

Sorry Ethan.  Times up.  Say goodbye.

ETHAN

You’re wrong about one thing.  I’m not

the only one who’s seen you alive.

ETHAN throws JIM the Visco glasses.

KITTRIDGE

Good morning, Mr Phelps.

PHELPS and CLAIRE are stunned.

PHELPS

You son of a bitch.

PHELPS points the gun at ETHAN.

CLAIRE

Don’t Jim.

PHELPS

Now we don’t have to eliminate him?  You

like that, don’t you Claire?  Don’t you?

CLAIRE

Yes.

ETHAN

Jim, it’s over.

PHELPS

Ethan - I’ve always taught you, nothing

can be more dangerous than the truth.  It

can kill you.

PHELPS shoots CLAIRE.  Struggle between PHELPS and ETHAN.

The gun is lost.  PHELPS beats ETHAN to the ground.  His

watch alarm beeps rapidly.  He turns, goes up the stairs

and...

ETHAN goes to CLAIRE.

ETHAN

Claire...Hey...

CLAIRE

This stuff is so sticky.

ETHAN

Claire.

CLAIRE

It’s all right, Ethan..you’ll bring me

back...won’t you...

ETHAN

I always have, Claire..

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

INT. REAR CAR - ENGINEER'S SECTION - DAY

PHELPS climbs up a ladder past an inert engineer slumped over

the control panel -- an obvious earlier victim of PHELPS.

PHELPS puts on a pair of clear goggles, reaches a trap door

and climbs through it --

EXT. ROOF OF TRAIN - DAY

-- halfway out onto the roof of the train.  He reaches into

his jacket pocket and pulls out a suction cup with a handle

on the end of it.  He SMACKS the suction cup down on the roof

and pulls himself the rest of the way out.

He pulls out a second suction cup and SMACKS it down on the

smooth surface of the train.

Now for the tough part.  Using the suction cups, PHELPS

slowly pulls himself forward, a foot at a time, pulling and

replanting the cups as he goes.

He drags himself over the length of the final car, to the

back of the train, where the rear engine slants off sharply,

a window for the ENGINEER.

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

belt.

He looks up, scanning the sky behind the train.  From out

of the fog, a helicopter

approaches.

PHELPS turns and looks ahead, in the direction the train is

going.  In the distance, he can see the chunnel approaching

the tunnel under the English Channel.  His eyes widen.

INT. HELICOPTER - DAY

KRIEGER is at the controls.  He sees the approaching tunnel

as well.

EXT. ROOF OF TRAIN - DAY

PHELPS crawls like hell to get into position.  Looking up, he

sees KRIEGER pointing frantically behind him. PHELPS turns.

ETHAN is climbing out the trap door.

A cable and hook swing down from the helicopter, almost

touching the roof of the train. PHELPS crawls closer to it.

ETHAN, behind him, is in a far more precarious position.

Without goggles or suction cups, he has to use his fingers to

grab small holes on the roof.

He is flipped over by the wind, ending up facing the other

way.  Loses his grip and is blown backwards over the roof.

INT. HELICOPTER - DAY

KRIEGER sees the Chunnel entrance approaching.  He gestures

to PHELPS and tries to move the cable closer to him, passing

over PHELPS and then back to him.

EXT. ROOF OF TRAIN - DAY

PHELPS grabs the cable and is about to hook the cable onto

his belt, ETHAN slides into him and they both crash onto the

roof.

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

the roof.

PHELPS and ETHAN struggle, but they are hurtling dangerously

closer to the chunnel entrance.

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

INT. HELICOPTER - DAY

KRIEGER sees the tunnel, only seconds away now.  He paws at

the controls, jerking back desperately on a certain lever.

EXT. ROOF OF TRAIN - DAY

PHELPS kicks ETHAN and he falls off the far side of the

train.  PHELPS falls off the near side and holding onto the

strap manages to pull himself back on.

-- The train ZOOMS into the tunnel --

-- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT!

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

As the train roars into the tunnel, the business car goes

nearly dark and the message on MAX'S computer screen changes

one last time.  This time it says:

CONNECTION TERMINATED.

TRANSFER LOST.

MAX'S face falls.

MAX

Damn!

INT. REAR CAR/ENGINEER'S SECTION - DAY

Another CONDUCTOR races into the power car, past his inert

companion, and is shocked to see the copter right behind the

train.  He grabs a radio and SCREAMS into it.

CONDUCTOR

No, no, it's IN

the tunnel!

VOICE (O.S.)

Stop the train!

CONDUCTOR

It'll crash into us!  Accelerate,

accelerate.

EXT. ROOF OF TRAIN/TUNNEL - DAY

For a moment, we see no one.  No ETHAN.  No PHELPS.  Moving

around to the other end of the car, we see where they've

gone.

They're dangling from either side of it

.

PHELPS paws for one of the suction cups and pulls himself

back onto the roof of the train.  ETHAN reaches for the other

cup.

The helicopter, fortunate that this tunnel is double track

and barely wide enough to accomodate it, pursues, KRIEGER

pushing it up to full speed again.

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

train.

EXT. ROOF OF TRAIN/TUNNEL - DAY

PHELPS, nearing the back, manoeuvers himself to the

windshield of the rear power car, trying to grab the skid of

KRIEGER'S copter.

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

other direction.

Another train.

At the last moment, PHELPS notices the reflection of the

oncoming train in the windshield and swings back onto the

roof of his train, barely avoiding getting creamed by it as

it blows by.

The helicopter avoids the oncoming train too -- and PHELPS

misses the skid.

KRIEGER tips the front of the copter, trying to decapitate

ETHAN with the rotor.  PHELPS jumps onto the skid, but the

copter pitches so far forward the blade hits the top of the

tunnel.  SPARKS and chunks of cement fly.

KRIEGER levels the chopper quickly.  ETHAN uses the moment to

leap from the train onto the other helicopter skid.

PHELPS and ETHAN now hang on the skids, facing one another.

Crouching on the skid, ETHAN digs in his pocket and pulls

out --

-- a red and green piece of bubble gum

.

PHELPS sees it and SCREAMS at KRIEGER, who scrambles

frantically for his gun.

ETHAN

Red light, green light.  Asta Lasagna

mother fucker.

ETHAN mashes the red into the green, slaps the gum onto the

copter's underbelly and turns away from it.

PHELPS kicks vainly at the gum, SCREAMING --

-- but the gum EXPLODES.  The force of the blast rockets

ETHAN forward, he lands on the train's windshield.

The helicopter whirls and BASHES into the tunnel, veers

wildly, then pitches forward and down, smashing PHELPS under

the skid and EXPLODING in a giant fireball.

ETHAN, stuck on the windshield, can only watch as the

wreckage of the copter tumbles down the train towards him.

It stops just short of him, with its bent and broken rotor

blade barely missing his throat.

ETHAN lays his head against the windshield glass, utterly

drained.

INT. BUSINESS CAR/TUNNEL - MOVING - DAY

KITTRIDGE comes back into the business car and is joined by

BARNES.  LUTHER, only slightly bruised, stands up next to

them and gestures to MAX and her laptop.

LUTHER

I think this is what you're looking for.

MAX looks up, stunned.  KITTRIDGE leans over and peers at her

screen. He just smiles and sits down next to her, content to

wait for her to speak.

When she finally does, she's almost charming.

MAX

My lawyers will have a field day with

this.  Entrapment, jurisdictional

conflicts --

KITTRIDGE leans closer to her and lowers his voice, just as

friendly.

KITTRIDGE

Maybe we'll just keep the courts out of

this one.

MAX

I'm sure we can find something I have

that you need.

KITTRIDGE

You know, I would love

to try.

EXT. LONDON PUB - DAY

LUTHER sits on a high stool, his PowerBook next to him, while

he sips a beer.  A television screen is featuring follow-up

coverage of yesterday's dramatic helicopter-train wreck in

the chunnel.  Aside from emphasizing that it was the work of

a lone, crazed character in a helicopter who was killed in

the crash, there are comments about how miraculous it was

there were no other fatalaties.  There are intermittent

sounds of aircraft taking off and landing, announcements of

arrivals and departures.  ETHAN into shot.  He sits beside

LUTHER.

LUTHER

Reach your folks?

(ETHAN nods)

How they feeling?

ETHAN

About what?

LUTHER

The official apology from the Justice

Department, the VIP treatment, you know,

the whole nine yards.

ETHAN

Well my Mother was a little confused

about how the DEA could mistake her and

Uncle Donald for a couple of dope smugglers

in the Florida keys.

LUTHER picks up his beer.

LUTHER

(Laughs and with a British accent)

Cheers.

They drink.

ETHAN

Here's to  you, Luther. (clink glasses)  To

being off the disavowed list.

LUTHER

Hey, I'm the flavour of the month!

ETHAN

You're more than that, Luther.  They were

mistaken about you and they're trying to

show you they know it.  They want you

back in.

LUTHER

Sure.  They want me back in so I won't

break in!  They still

can't figure out

how we did it.

ETHAN

You didn't tell 'em at the debriefing?

LUTHER

I figured I'd let 'em reinstate my back

pay, give me a promotion, check out my

office at Langley and then

, maybe, talk

about it.

ETHAN

(laughing)

It's all one big negotiation, isn't it?

LUTHER

Why don't you come back with me?

ETHAN

Just don't know why I'd be doing it.

LUTHER

You really liked Phelps, didn't you?

ETHAN

He was a good guy for a long, long time.

Just - not long enough. (looks up) Gotta

catch my flight..(rising)

So.  How's it feel being a solid citizen

again?

LUTHER

Oh man...I don't know.  I'm gonna miss

being disreputable.

ETHAN

Well, Luther - if it makes you feel any

better I'll always think of you that way.

The two men understand one another and LUTHER will say no

more.  The two exchange slight gestures of farewell and in a

moment ETHAN disappears from the bar, leaving a contemplative

LUTHER looking after him.

INT. PLANE - NIGHT

ETHAN HUNT slumps down in his scat, dosing. A FLIGHT

ATTENDANT makes her way down the aisle, holding a case filled

with movie cassettes. She stops before a lady passenger.

FLIGHT ATTENDANT

Would you like to watch a movie, Miss

Clarke?

She then stops before ETHAN.

FLIGHT ATTENDANT

Excuse me, Mr. Hunt.  Would you like to

watch a movie.

ETHAN

No, thank you.

FLIGHT ATTENDANT

Would you consider the cinema of the

Caribbean?

ETHAN just stares at her.  This couldn't be what it's

sounding like.

FLIGHT ATTENDANT

Aruba, perhaps?

The camera moves into ETHAN's face.  They found him.  They

want him back.  He looks up at her and.....

CUT TO BLACK

THE END