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                                                                1.




1   INT. KIEV APARTMENT - NIGHT                                      1

    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 bulb 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 piteously 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.
                                                            2.


                  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
                                                             3.


                      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.


2   INT. SHABBY ROOM - NIGHT                                      2

    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.
                                                            4.


                  ANATOLY
        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
                                                            5.


        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.
                                                                  6.


    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:


3   INT. JET - DAY                                                     3

    -- 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
                                                         7.


        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.
                                                               8.


    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.


4   INT. JET - DAY                                                  4

    PHELPS sits back in his seat, closes his eyes, and rubs his
    tired brow. KITTRIDGE himself comes back on the tape.
                                                                9.


                       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:


5   EXT. PRAGUE SAFE HOUSE - DAY                                     5

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

    PRAGUE


6   INT. SAFE HOUSE - PRAGUE - DAY                                   6

    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
                                                     10.


        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.
                                                        11.


                  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
                                                              12.


            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
            Boy, you really are grim. Come
            here, take a look.

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


7   EXT. PRAGUE - DAY                                               7

    ETHAN's POV of Embassy.


8   INT. SAFE HOUSE - DAY                                           8

    ETHAN nods.

                      PHELPS
            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.
                                                      13.


ETHAN is distracted by it.

INSERT - TELEVISION

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

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

BACK TO SCENE

ETHAN looks back at JIM.

                  ETHAN
        You're going to use Walter?

                  PHELPS
        He's our guy.

                  ETHAN
        Isn't he chairing the Armed
        Services hearing?

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

                  ETHAN
        He won't be back in a hurry?

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

                  ETHAN
        Sure. If the main character does.

                  PHELPS
                                                             14.


            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
            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:


9   EXT. AMERICAN EMBASSY - NIGHT                                  9

    The American Embassy glitters beside the Vltava River.
    Party at the Embassy tonight.
                                                                15.


10   INT. AN ELEVATOR SHAFT - NIGHT                                   10

     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.


11   INT. SAFE HOUSE - NIGHT                                          11

     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.


12   INT. EMBASSY - NIGHT                                             12

     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
             Allow me to introduce Jaroslav
             Reid, the director of the National
             Gallery -- Petr Brandl, the mayor
             of Prague --
                                                                16.


     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.


13   INT. SAFE HOUSE - NIGHT                                          13

     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.


14   INT. EMBASSY PARTY - NIGHT                                       14

     SARAH still has the SENATOR's attention.

                         SARAH
                                                             17.


             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?


15   INT. ELEVATOR SHAFT - NIGHT                                   15

     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.


16   INT. EMBASSY PARTY - NIGHT                                    16

     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.


17   INT. SAFE HOUSE - NIGHT                                       17

     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.


18   INT. EMBASSY PARTY - NIGHT                                    18
                                                                18.


     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.


19   INT. THE DENIED AREA/ELEVATOR BANK - NIGHT                       19

     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
                                                              19.


             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
                  (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!


20   INT. ELEVATOR SHAFT - NIGHT                                    20

     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.
                                                                20.


     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.


21   INT. THE DENIED AREA - ELEVATOR BANK - NIGHT                     21

     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.


22   INT. ELEVATOR SHAFT - NIGHT                                      22

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

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


23   INT. SAFE HOUSE - NIGHT                                          23

     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.


24   INT. EMBASSY PARTY - NIGHT                                       24
                                                              21.


     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.


25   INT. EMBASSY WORK ROOM - NIGHT                                 25

     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.


26   INT. SAFE HOUSE - NIGHT                                        26

     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.


27   INT. EMBASSY WORK ROOM - NIGHT                                 27

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

                       ETHAN
                                                              22.


             Jack we're in position.


28   INT. ELEVATOR SHAFT - WORK ROOM - NIGHT                        28

     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!


29   INT. SAFE HOUSE - NIGHT                                        29

     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!


30   INT. EMBASSY WORK ROOM - NIGHT                                 30

     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.


31   INT. SAFE HOUSE - NIGHT                                        31

     PHELPS whips over to a laptop and starts typing.
                                                                23.


                       PHELPS
             Opening the doors. Go under.

     He jabs ENTER on his keyboard.


32   INT. EMBASSY WORK ROOM - NIGHT                                   32

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


33   INT. ELEVATOR SHAFT - NIGHT                                      33

     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.


34   INT. EMBASSY WORK ROOM - NIGHT                                   34

     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.


35   INT. ELEVATOR SHAFT - BELOW ELEVATOR - NIGHT                     35

     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.)
                                                             24.


             Roger that.


36   INT. ELEVATOR SHAFT - BELOW ELEVATOR - NIGHT                  36

     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.


37   EXT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                  37

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


38   EXT. EMBASSY - NIGHT                                          38

     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.


39   INT. ELEVATOR - NIGHT                                         39

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


40   INT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                  40

     The car engages with a sharp jolt --
                                                                25.


                       JACK
             Hey.

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


41   INT. SAFE HOUSE - NIGHT                                          41

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

                       PHELPS
             Jack, what are you doing?!


42   INT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                     42

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


43   INT. SAFE HOUSE - NIGHT                                          43

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

                       PHELPS
             I don't have it -- I don't have
             control!


44   INT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                     44

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

                       JACK
             Uh -- then I have a problem.


45   INT. EMBASSY WORK ROOM - NIGHT                                   45

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


46   INT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                     46

     JACK looks up through his Visco glasses at the approaching
     roof, covered with spikes.
                                                                26.


47   EXT. EMBASSY - NIGHT                                             47

     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.


48   INT. ELEVATOR SHAFT - ABOVE ELEVATOR - NIGHT                     48

     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.


49   EXT. EMBASSY - NIGHT                                             49

     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.


50   INT. SAFE HOUSE - NIGHT                                          50

     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.


51   INT. EMBASSY WORK ROOM - NIGHT                                   51
                                                             27.


     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.


52   EXT. PRAGUE SAFE HOUSE - NIGHT                                52

     PHELPS hurries towards the bridge.

                         PHELPS
             En route.


53   EXT. CHARLES BRIDGE - NIGHT                                   53

     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.


54   EXT. EMBASSY - AS SEEN FROM CHARLES BRIDGE - NIGHT            54

     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.


55   EXT. EMBASSY - NIGHT                                          55

     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.)
                                                                28.


             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.


56   INT. GETAWAY CAR - NIGHT                                         56

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

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


57   EXT. EMBASSY - NIGHT                                             57

     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.


58   EXT. PARKING AREA - NIGHT                                        58

     HANNAH hurries toward the getaway vehicle.
                                                                29.


59   EXT. RESIDENTIAL STREET - NIGHT                                  59

     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.


60   EXT. EMBANKMENT - NIGHT                                          60

     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.


61   EXT. STAIRS TO BRIDGE - NIGHT                                    61

     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.
                                                                30.


62   EXT. STAIRS TO BRIDGE - NIGHT                                    62

     ETHAN's face goes white with shock.

                       ETHAN
             JIM!


63   EXT. CHARLES BRIDGE - NIGHT                                      63

     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.


64   EXT. PARKING AREA - NIGHT                                        64

     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.


65   EXT. EMBANKMENT - NIGHT                                          65

     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.
                                                               31.


66   EXT. STAIRS FROM BRIDGE - NIGHT                                 66

     ETHAN continues towards the embankment.


67   EXT. EMBANKMENT - NIGHT                                         67

     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.
                                                                 32.


     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.


68   EXT. STREET - PHONE BOOTH - NIGHT                                 68

     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?
                                                         33.


                  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.
                                                                34.


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


69   EXT. STREET - NIGHT                                              69

     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.


70   EXT. OLD TOWN SQUARE - NIGHT                                     70

     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.


71   INT. RESTAURANT - NIGHT                                          71

     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.
                                                          35.


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.
                                                        36.


             (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
        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
                                                          37.


        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
        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
        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
        Ethan, I can understand you're very
        upset.

                  ETHAN
        Kittridge, 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
                                                                38.


             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.


72   EXT. OLD TOWN SQUARE - NIGHT                                     72

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


73   EXT. SAFE HOUSE - ENTRYWAY - NIGHT                               73

     Silence. ETHAN enters the darkened entry.


74   INT. SAFE HOUSE STAIRWELL - NIGHT                                74

     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.


75   INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT                75

     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.
                                                               39.


76   INT. SAFE HOUSE - DOORWAY - NIGHT                               76

     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.


77   INT. SAFE HOUSE - NIGHT                                         77

     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.


78   INT. SAFE HOUSE BATHROOM - NIGHT                                78

     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.


79   INT. SAFE HOUSE KITCHEN - NIGHT                                 79

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


80   INT. SAFE HOUSE - NIGHT                                         80

     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
                                                           40.


                    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 126

ETHAN:

BOOK OF JOB

The computer presents a multi-colored screen of religious
icons and artwork with an accompanying message:
                                                        41.


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
        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)
                                                          42.


        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.
                                                        43.


                  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
        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.
                                                             44.


81   INT. SAFE HOUSE - LATER THE SAME NIGHT                        81

     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.
                                                                45.


     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.


82   EXT. STREET BY BANK/FLORENC BUS STOP - DAY                       82

     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.


83   INT. CAR - DAY                                                   83

     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.


84   INT. MAX'S APARTMENT - DAY                                       84
                                                        46.


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
                                      47.


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
                                              48.


        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
                                                             49.


     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.


85   EXT. MAX'S APARTMENT - BALCONY - DAY                          85

     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.


86   INT. MAX'S APARTMENT - DAY                                    86
                                                             50.


     Back inside:

                       MATTHIAS
             Fifty-seven. Fifty-nine.


87   EXT. MAX'S APARTMENT                                          87

     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.


88   INT. MAX'S BUILDING - LOBBY - DAY                             88

     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.


89   INT. MAX'S BUILDING HALLWAY - DAY                             89

     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 --


90   INT. APARTMENT - DAY                                          90

     -- 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.


91   EXT. POWDER TOWER - TOP SHOT - DAY                            91

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


92   EXT. MAX'S APARTMENT BALCONY - DAY                            92
                                                           51.


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

                       KITTRIDGE
             GOD D-


93   INT. MAX'S CAR - ETHAN AND MAX - DAY                        93

                       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?


94   INT. CAR - MOVING - DAY                                     94

                       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
                                                                52.


             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:


95   INT. MAX'S APARTMENT - DAY                                       95

     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
                                                             53.


             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:


96   INT. SAFE HOUSE - DAY                                         96

     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.
                                                              54.


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

                       CLAIRE
             What kind of help?


97   INT. SAFE HOUSE - MOMENTS LATER - DAY                          97

     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:


98   INT. TRAIN - STATEROOM - NIGHT                                 98

     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?
                                              55.


                  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
        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
                                              56.


        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
                                                                57.


             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.


99   INT. CIA CORRIDOR - GUARD STATION - DAY                          99

     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.


100 INT. CIA COMPUTER ANTEROOM - DAY                                  100

     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 --


101 INT. CIA COMPUTER ROOM - DAY                                      101
                                                               58.


    -- 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.


102 INT. TRAIN STATEROOM - NIGHT                                     102

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

                       LUTHER
             And you really think we can do
             this.


103 INT. TRAIN CORRIDOR - NIGHT                                      103

    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.
                                                               59.


    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.


104 INT. BUSINESS CAR - NIGHT)                                       104

    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.


105 INT. TRAIN - CORRIDOR - NIGHT                                    105

    ETHAN knocks on the compartment door.

                       ETHAN
             May I come in?

                       CLAIRE
                  (wary but interested)
             Sure...


106 INT. TRAIN - CLAIRE'S COMPARTMENT - NIGHT                        106

    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.
                                                               60.


                        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:


107 EXT. CIA LANGLEY - DAY                                           107

    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


108 INT. COMMUNICATIONS ROOM - DAY                                   108

    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
                                                           61.


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

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

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

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

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

AGENT PAT/AGENT

                    LOWDEN
        Survival.

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

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

An AGENT is just coming in from the hallway.

                  AGENT
        Fire alarm, Gene.

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

                  BARNES
        That's S.O.P..
                                                              62.


                       KITTRIDGE
             S.O.P..

                                                        CUT TO:


109 EXT. VIRGINIA TWO LANE HIGHWAY - DAY                            109

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


110 INT. CIA LANGLEY LOBBY - DAY                                    110

    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!
                                                               63.


                       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 --


111 EXT. CIA LANGLEY - PARKING AREA - DAY                            111

    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.


112 INT. FIRE TRUCK - DAY                                            112

    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 --


113 INT. CIA LANGLEY - LOBBY - DAY                                   113

    -- and the same red box lights up on the GUARD'S screen.
    From in the distance, a new ALARM begins to wail.
                                                             64.


                       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.


114 INT. CIA STORAGE ROOM - DAY                                    114

    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.


115 INT. CIA CAFETERIA - DAY                                       115

    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.
                                                               65.


116 INT. FIRE TRUCK - DAY                                            116

    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.


117 INT. CIA CORRIDOR/GUARD STATION - DAY                            117

    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.


118 INT. CIA LANGLEY - CORRIDORS - DAY                               118

    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.


119 INT. CIA - SERVICE AREA - DAY                                    119

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

    The GUARD returns.

                       GUARD
             Where's the other guy?
                                                              66.


    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.


120 INT. VERTICAL DUCT - DAY                                        120

    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.


121 INT. DUCT - DAY                                                 121

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

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


122 INT. DUCT - DAY                                                 122
                                                               67.


    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.


123 INT. DUCT - DAY                                                  123

    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.


124 INT. CIA - COMPUTER ROOM - DAY                                   124

    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.


125 INT. CIA COMPUTER ROOM - DAY                                     125

    The TECHNICIAN defaults the security systems outside the
    terminal room.
                                                               68.


126 INT. CIA - COMPUTER ROOM - DAY                                   126

    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.


127 INT. CIA - COMPUTER ROOM - DAY                                   127

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


128 INT. CIA COMPUTER ROOM - DAY                                     128

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


129 INT. CIA COMPUTER ROOM - DAY                                     129

    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.


130 INT. CIA - COMPUTER ANTEROOM - DAY                               130

    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:
                                                               69.


    INTRUSION COUNTERMEASURES ON


131 INT. CIA COMPUTER ROOM - DAY                                     131

    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.


132 INT. DUCT - DAY                                                  132

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


133 INT. CIA - COMPUTER ROOM - DAY                                   133

    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.


134 INT. DUCT - DAY                                                  134

    KRIEGER sees the predicament.


135 INT. CIA - COMPUTER ROOM - DAY                                   135

    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.


136 INT. FIRE TRUCK - DAY                                            136

    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.
                                                            70.


                       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.


137 INT. CIA - COMPUTER ROOM - DAY                                137

    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.


138 INT. FIRE TRUCK - DAY                                         138

    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.


139 INT. CIA - COMPUTER ROOM - DAY                                139

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

    DOWNLOADING


140 INT. FIRE TRUCK - DAY                                         140

    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
                                                               71.


             Holy mother of God.


141 INT. DUCT - DAY                                                  141

    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.


142 INT. FIRE TRUCK - DAY                                            142

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

                       LUTHER
             You've done it. Eject it.


143 INT. CIA - COMPUTER ROOM - DAY                                   143

    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.


144 INT. CIA - MEN'S - DAY                                           144

    CIA ANALYST crosses corridor from restricted access door to
    bathroom.
                                                              72.


    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.


145 INT. FIRE TRUCK - DAY                                           145

    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!


146 INT. CIA - COMPUTER ROOM - DAY                                  146

    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?!"


147 INT. FIRE TRUCK - DAY                                           147

    The cursor is halfway across the screen.

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


148 INT. CIA - COMPUTER ROOM - DAY                                  148

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


149 INT. CIA CORRIDOR - GUARD STATION - DAY                         149

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


150 INT. FIRE TRUCK - DAY                                           150

    The blinking cursor is near the edge of the screen and
    LUTHER is sweating.
                                                               73.


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


151 INT. CIA - COMPUTER ROOM - DAY                                   151

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


152 INT. CORRIDOR - GUARD STATION - DAY                              152

    The TECHNICIAN passes through the optometric scanner.


153 INT. FIRE TRUCK - DAY                                            153

                       LUTHER
             You're not moving!


154 INT. CIA - COMPUTER ROOM - DAY                                   154

    ETHAN is hoisted up.


155 INT. FIRE TRUCK - DAY                                            155

                       LUTHER
             Phew! (to himself) NOC list.


156 INT. CIA - COMPUTER ROOM - DAY                                   156

    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.


157 INT. CIA - COMPUTER ANTEROOM - DAY                               157

    The TECHNICIAN deactivates the alarm systems, swings the
    door open and comes back into the room.
                                                               74.


    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:


158 INT. DUCT - DAY                                                  158

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


159 INT. CIA LANGLEY - LOBBY - DAY                                   159

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


160 INT. CIA - COMPUTER ROOM - DAY                                   160

    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

    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.


161 INT. CIA - COMMUNICATIONS ROOM - DAY                             161

    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!
                                                               75.


                       KITTRIDGE
             Okay!

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

                       KITTRIDGE
             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
                  (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:


162 EXT. VIRGINIA ROAD - DAY                                         162

    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.


163 INT. FIRE TRUCK - MOVING - DAY                                   163

    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.
                                                               76.


    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:


164 INT. COMMUNICATIONS ROOM - DAY                                   164

    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
                  (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:


165 EXT. LONDON - NIGHT                                              165

    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


166 INT. LONDON SAFE HOUSE - NIGHT                                   166
                                                           77.


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
        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.
                                                           78.


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
             (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
        But not too far!

He palms the disk in his right hand.

                   ETHAN
                                                        79.


        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
        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.
                                                        80.


                  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
                                                        81.


        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.)
                                                         82.


        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.
                                                             83.


                       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.


167 EXT. LONDON SAFE HOUSE - RAIN - NIGHT                          167

    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.


168 INT. LONDON TERMINUS RAILWAY STATION - NIGHT                   168

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

                                                        CUT TO:


169 INT. CIA - COMMUNICATIONS ROOM - NIGHT                         169

    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?
                                                              84.


                       (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.


170 EXT. PHONE BOX - LONDON - NIGHT                                 170

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


171 INT. CIA - COMMUNICATIONS ROOM - NIGHT                          171

    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
                                                               85.


             Certainly Ethan.


172 INT. PHONE BOX - LONDON - NIGHT                                  172

                       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?


173 INT. CIA - COMMUNICATIONS ROOM - NIGHT                           173

                       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:


174 EXT. PHONE BOX - LONDON - NIGHT                                  174

    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.
                                                               86.


    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.


175 INT - RAILWAY STATION CAFE - DAY                                 175

    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..
                                                            87.


    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?..


176 EXT. CHARLES BRIDGE - FLASHBACK - NIGHT                       176

    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
                                                              88.


             - 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..


177 INT. RAILWAY CAFE                                               177

    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
                                                        89.


        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.
                                                              90.


                       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.


178 INT. LONDON SAFE HOUSE - CLAIRE'S ROOM - NIGHT                  178

    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:
                                                               91.


179 EXT. PRIVATE HELIPAD - DAY                                       179

    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!


180 INT. WATERLOO STATION PLATFORM - DAY                             180

    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.


181 INT. BUSINESS CAR - MOVING - DAY                                 181
                                                               92.


    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.


182 INT. REAR CAR - MOVING - DAY                                     182

    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.


183 INT. BUSINESS CAR - MOVING - DAY                                 183

    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.
                                                               93.


    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.


184 INT. BUSINESS CAR - MOVING - ANOTHER ANGLE                       184

    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.


185 INT. SECOND CLASS CAR - MOVING - ANOTHER ANGLE - DAY             185

    KITTRIDGE and BARNES move through the second class car.
    They turn around and start working their way back again.
                                                           94.


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
                                                                95.


              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.


186 INT. BUSINESS CAR - MOVING - MAX - DAY                            186

    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?
                                                            96.


                  (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.


187 INT. REAR CAR - SLEEPING COMPARTMENT - MOVING - DAY           187

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


188 INT. CAR - NEXT TO MAX'S CAR - MOVING - DAY                   188

    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.


189 INT. BUSINESS CAR - LUTHER - MOVING - DAY                     189

    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.
                                                              97.


190 INT. BUSINESS CAR - MOVING - MAX - DAY                          190

    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...


191 INT. BUSINESS CAR - MOVING - DAY                                191

    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.


192 INT. ANOTHER CAR - MOVING - DAY                                 192

    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.


193 INT. BUSINESS CAR - MOVING - DAY                                193

    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.


194 INT. LAST EXECUTIVE CAR - MOVING - DAY                          194
                                                               98.


    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?


195 INT. REAR CAR - MOVING - DAY                                     195

    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
                                              99.


        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
                                             100.


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

CLAIRE goes to ETHAN.

                  CLAIRE
        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
                                                       101.


        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...
                                                              102.


    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.


196 INT. REAR CAR - ENGINEER'S SECTION - DAY                         196

    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 --


197 EXT. ROOF OF TRAIN - DAY                                         197

    -- 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.
                                                           103.


    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.


198 INT. HELICOPTER - DAY                                         198

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


199 EXT. ROOF OF TRAIN - DAY                                      199

    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.


200 INT. HELICOPTER - DAY                                         200

    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.


201 EXT. ROOF OF TRAIN - DAY                                      201

    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.


202 INT. HELICOPTER - DAY                                         202
                                                           104.


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


203 EXT. ROOF OF TRAIN - DAY                                      203

    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!


204 INT. BUSINESS CAR/TUNNEL - MOVING - DAY                       204

    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!


205 INT. REAR CAR - ENGINEER'S SECTION - DAY                      205

    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.


206 EXT. ROOF OF TRAIN - TUNNEL - DAY                             206
                                                           105.


    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.


207 EXT. ROOF OF TRAIN - TUNNEL - DAY                             207

    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.
                                                              106.


                       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.


208 INT. BUSINESS CAR/TUNNEL - MOVING - DAY                          208

    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.
                                                           107.


                       MAX
             I'm sure we can find something I
             have that you need.

                       KITTRIDGE
             You know, I would love to try.


209 EXT. LONDON PUB - DAY                                         209

    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.
                                      108.


     (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
                                                             109.


              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.


210 INT. PLANE - NIGHT                                              210

    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