I N. - GAME SHOW SET. - DAY BLACK AND WHITE FOOTAGE FROM 1978 MUSIC UP : A simple GAME SHOW SET -- one long desk-that houses four `` CELEBRITY PANELISTS,'' a small pulpit with attached microphone for the host, BUD COLLYER, who walks through the curtain to the delight of the audience. Bud bows and waves to the celebrities -- ORSON BEAN, KITTY CARLISLE, TOM POSTON, and PEGGY CASS. BUD COLLYER Hello, panel, and welcome everyone to another exciting day on `` To Tell The Truth.'' Let's get the show started. THE CURTAIN STARTS TO RISE BRIGHT LIGHTS SHINE on the faces of THREE MEN who walk toward center stage. All thre n wear identical AIRLINE PILOT UNIFORMS, each with m ; c ng blue blazers and caps. ( cont' d ) Gentleman, please state your names. PILOT #1 My name is Frank Abagnale Jr. THE PILOT IN THE MIDDLE steps forward. PILOT #2 My name is Frank Abagnale Jr. THE THIRD PILOT does the same. PILOT #3 My name is Frank Abagnale Jr. Bud smiles, grabs a piece of paper. BUD COLLYER Panel, listen to this one. -LRB- he starts to read -RRB- My name is Frank Abagnale Jr, and some people consider me the worlds greatest imposter. -LRB- CONTINUED -RRB- As Bud reads, the CAMERA SLOWLY PANS the faces of the three PILOTS BUD COLLYER ( cont'd )  -LRB- READING -RRB- From 1964 to 1966 I successfully impersonated an airline pilot for Pan Am Airlines, and flew over two million miles for free. During that time I was also the Chief Resident Pediatrician at a Georgia hospital, the Assistant Attorney General for the state of Louisiana, and a Professor of American History at a prestigious University in France. By the time I was caught and sentenced to prison, I had cashed over six million dollars in fraudulent checks in 26 foreign countries and all fifty states, and I did it all before my 18th birthday. To this day, I am the only teenager ever to have been placed on the FBI' s most wanted list. My name is a Abagna l e Jr. Warm applause as the THREE MEN walk behind a desk that faces the pa They all sit down at exactly the same time. BUD COLLY ER -LRB- CONT'D -RRB- Okay, panel, you have ork cut out for you. Kitty Carl, you have the first question. KITTY CARLISLE Imposter number one, how many years were you in prison? PILOT #1 I served two years in France, and five years in Atlanta, Georgia. KITTY CARLISLE Imposter number two, I find all this very fascinating. Who was it that finally caught you? SLOWLY PUSH IN ON THE PILOT IN THE MIDDLE -- A thin smile across his lips as he faces the panel -- his manicured hands out in front of him on the desk -- his back ( CONTINUED ) straight in his chair -- his cap pulled slightly forward on his head -- the way pilots like to wear them. EXT. - PAPIGONE MAXIMUM SECURITY PRISON. - MARSEILLE - NIGHT SUPER : MARSEILLE, FRANCE DECEMBER 25, 1967 A heavy rain falls on CARL HANRATTY, 40's, who wears a black hat and holds a black umbrella as he bangs on the window of a small GUARDHOUSE in front of a LARGE GATED PRISON. Carl is sneezing as he holds up an IDENTIFICATION CARD TO THE GUARD. CARL HANRATTY CARL HANRATTY, FBI.

INT. - PAPIGONE PRISON WARDEN'S OFFICE. - DAY 3 Carl is walking down a long corridor inside the prison, struggling to close his umbrella as he faces WARDEN GARREN and TWO GUARDS. CARL HANRATTY I have orders see a prisoner named Abagnale, t ake his statement and solicit a c n ^ n so I can prepare for tomorrow' tladition. Carl takes a roll of CASH out of h is p ocket, casually slips the money to the Warden. CARL HANRATTY If I give you another twenty, will you turn up the heat in here?

INT. - PAPIGONE PRISON - FRANK'S CELL/CORRIDOR. - DAY Warden Garren is leading Carl down a small, isolated corridor just off the main floor. They pass CEMENT DOORS with metal SLIDE HOLES and numbers taped to the front. There are no bars or windows in this area, and complete silence. Garren stops at the last cell and opens the SLIDE HOLE. WARDEN GARREN Do n't pass him anything through the HOLE- Garren walks off, and Carl immediately starts to smile, looking around for a long BEAT as he stares at the cell door. ( CONTINUED ) CARL HANRATTY Yoohoo. Hello? Is the lady of the house at home? Carl tries to control his excitement as he kneels down and looks through the metal slide hole. THROUGH THE HOLE

INT. - PAPIGONE PRISON - FRANK'S CELL. - NIGHT 5 WE SEE FRANK ABAGNALE JR., his face partially hidden in the dim cell, which gets its only light from a hanging bulb. Frank is lying on the cement floor, his back up against the far wall. He wears only a pair of underwear and clutches a torn blanket. CARL HANRATTY Jesus, Frank, you look terrible. I heard about French prisons, but this is positively barbaric. WE HEAR a sound come fr om the cell, and then heavy coughing. CARL HANRATT Y -LRB- CONT'D -RRB- That does n't look g ood. I have a little cold my self. FRANK Help me. CARL HANRATTY Help you? Yes, I'll help you, Frank. CARL HA N RATTY Why do you think I've been fighting to have you extradited. Why do you think I came to take you home? Do you know that 21 other countries want'you in their prisons? I saw the list -- Egypt was on there. Who the hell goes to Egypt to write bad checks? FRANK I'm sick... please... CARL HANRATTY Do n't worry, Frank, you just have to make it through one more night. And then tomorrow I'll help you onto a plane, clean you up, and put you in a cell for the next twenty-five years. -LRB- CONTINUED -RRB- INSIDE THE CELL CLOSE ON FRANK ABAGNALE JR. His face covered by a beard and matted black hair. Frank closes his eyes and starts to cough. FRANK Help me, please. I ca n't breathe... OUTSIDE THE CELL Carl listens to Frank, who is coughing so hard he starts to choke. FRANK -LRB- CONT'D -RRB- Ca n't... breathe... CARL HANRATTY Do n't start this shit, Frank. FRANK Ca n't... Ca n't Carl looks through the s lide hole door, but can only see faint images of Frank rol the floor holding his THROAT- CARL HANRATTY -LRB- CONT'D -RRB- Frank, what's happening? Damn it, just calm down! Somebody help me!! SMASH CUT

INT. - PAPIGONE PRISON - FRANK'S CELL/CORRIDOR. 6 THE CELL DOOR IS THROWN OPEN Frank is being dragged across the floor by Warden Garren and a second GUARD, each holding an arm as they drag Frank's emaciated six-foot frame through the halls. CARL HANRATTY jogs behind the guards. CARL HANRATTY He's not breathing. I think he stopped breathing!

INT. - PAPIGONE PRISON INFIRMARY. - DAY 7 A small, empty room with four empty hospital beds. Frank is lifted onto one of the beds, his legs and arms flailing out to the sides, kicking a thin curtain out from the wall. CARL HANRATTY What's happening to him? Garren and the Guard quickly move toward a sink, where they start to wash their hands. CARL HANRATTY -LRB- CONT'D -RRB- What are you doing? ASSISTANT WARDEN GARREN Washing off the lice. CARL HANRATTY He ca n't breath. You have to call a doctor. STANT WARDEN GARREN The doctor comes in the morning. You ca n't just le t him die. I have orders from the Embassy! This man is going t tradited to the United State am holding you responsible if a' nt happens! Suddenly Garren looks past Shaye -- eyeing the curtain that partially encloses Frank's bed. Garren slowly moves toward the curtain, pushes it open. FRANK IS GONE CLOSE ON GARREN drawing his gun and sprinting out the open door of the infirmary, yelling in French for the Guard to follow. Carl Shaye stands motionless, staring down in horror at the empty bed. CARL HANRATTY -LRB- CONT'D -RRB- Oh, shit...Frank!

INT. - PRISON. - CONTINUOUS The prison ALARM has sent every prisoner to the front of their cells, where they see Frank stumbling through the prison -- ( CONTINUED ) a thin smile on his lips as he tries to move his starved legs toward the main door. As Frank makes his way past a row of cheering prisoners, he trips and falls, his body too weak to run as he starts to crawl across the prison floor. Carl and Garren easily catch up to him, Garren quickly kneeling down and holding his gun against Frank's head -- cocking the weapon. Frank stops crawling, rolls over on his back and smiles up at CARL HANRATTY. FRANK Okay, Carl... let's go home.

INT. - NEW ROCHELLE ROTARY CLUB. - BANQUET ROOM. - NIGHT SUPER : NEW ROCHELLE. NEW JERSEY 1964 A smoke filled oak dining room packed with CLUB MEMBERS -- HUNDREDS OF MIDDLE AGED WHITE MEN wearing black suits and holding long cigars as they drink from brandy glasses. FRANK ABAGNALE, 15, a BUCKLEY PRIVATE SCHOOL BLUE BLAZER AND WHITE PANT with his mother, PAULA, 33, at a center table near themes Paula is a stunning blonde dressed in diamonds and and since she's the only woman in the room -- she's getti t of attention. CLUB PRESIDENT JACK WRIGHT takes rophone at the front of the stage. JACK WRIGHT The New Rochelle Rotary Club has a history that goes back to 1 919. In all those years, we have only inducted a handful of deserving men as lifetime members, an honor that has seen 57 names enshrined on the wall of honor. Tonight, we make it 58. So please stand, as I present my good friend, Frank William Abagnale. Applause all around as FRANK ABAGNALE SR. steps up to the MICROPHONE. He is handsome and impeccable groomed -- wearing a black suit and holding onto his plaque with two hands. FRANK SR. I stand here today humbled by the presence of Mayor Allen, and our club President, Jack Wright. But most of all, I am honored to see my loving wife, Paula, and my son, Frank Jr., sitting in the front-row. I'm just a business man, a working stiff -- but tonight you have made me royalty. And for this, I am eternally grateful. Laughter from the men in the room as Frank continues. FRANK SR. -LRB- CONT'D -RRB- Two little mice fell in a bucket of cream. The first mouse quickly gave up and drowned, but the second mouse would n't quit. He struggled so hard, -LRB- MORE -RRB- -LRB- CONTINUED -RRB- FRANK SR. -LRB- CONT'D -RRB- that he eventually churned that cream into butter -- and crawled out. Gentleman, as of this moment, I am that second mouse. The men applaud as Frank Sr. smiles down at his wife and son, giving them a wink as he raises the plaque in the air.

EXT. - FRANK'S HOUSE. -/W ROCHELLE. - DAY A tree lined, picture ce of suburbia, with large homes splashed with snow, Ca n the driveways and kids sledding in the street.

EXT. - FRANK'S HOUSE CHRISTMA4ER2MF, - DAY DEAN MARTIN is singing EVERYBOD SOMEBODY on the radio, as Frank Sr. hammers his PLAQUE i the wall. in the middle of the DEN, Frank is dancing with his mother, who is holding a glass of wine as she dances. PAULA You're a better dancer than your father, Frankie. The girls do n't know what they're in for. FRANK SR. Paula, show him the dance you were doing when we met. PAULA Who can remember? FRANK SR. The people in that little French Village were so happy to see Americans, that they decided to put on a show for us. -LRB- CONTINUED -RRB- FRANK I know the story, Dad. FRANK SR. So they cram two hundred soldiers into this tiny social hall, and the first person to walk on stage is your mother. And she starts to dance... Paula steps away from Frank, and she starts to dance a ballet, smiling as she tries to remember the steps. FRANK SR. -LRB- CONT'D -RRB- It had been months since we had even seen a woman, and here's this blonde angel on stage -- and the men are literally holding their breath. And I turned to my buddies, and I said.. FRANK -LRB- imitating his father -RRB- I will not lea France without her. Paula spins around, accide ntally, SP ILLS HER GLASS OF WINE -- PAULA Oh, shit, the rug! I b relieve I did that. Frankie, run /get a towel... As Frank runs off, Paula drops to her knees and scrubs the stain with the hem of her dress. PAULA -LRB- CONT'D -RRB- This will never come out. She looks up at her husband. PAULA -LRB- CONT'D -RRB- Whenever I dance for you, I get in trouble.

INT. - FRANK'S HOUSE. - MORNING Frank is asleep in his bedroom. His father walks in carrying a plate of scrambled eggs. ( CONTINUED ) FRANK SR. Wake up, Frank... it's eight-thirty. Frank opens his eyes, stares at his father. FRANK I overslept. Mom's gon na kill me. FRANK SR. It's okay. You do n't have to go to school today. FRANK Is it snowing? FRANK SR. Do you own a black suit? FRANK A black suit? Why? FRANK SR. We have a ver y i mportant meeting in the city.

EXT. - MEN'S SHOP. THE WHITE CADILLAC is park ont of A MEN'S CLOTHING STORE -- Frank Sr. banging on the g lass door, trying to get someone's attention. FRANK SR. Ma'am, open the door. Just open up, please, it's important. THE DOOR OPENS A CRACK AND DARCY, 40's, low cut blouse, a bagel in her hand, stares at Frank Sr. DARCY we do n't open for half an hour. FRANK SR. What's your name, ma'am? DARCY Darcy. FRANK SR. Darcy, that's a pretty name. I'm in a bit of fix -- I need a suit for my kid. This is my son, Frank, he needs -LRB- MORE -RRB- -LRB- CONTINUED -RRB- FRANK SR. -LRB- CONT'D -RRB- a black suit. There was a death in the family, my father, eighty-five years old, a war hero, there's a funeral this afternoon -- a military funeral -- planes flying overhead, twenty-one gun salute. Frank needs to borrow a suit for a couple of hours. DARCY I'm sorry. We do n't loan suits, and we're not open. As she closes the door, Frank Sr. takes a small GOLD NECKLACE OUT OF HIS POCKET, holds it up to the glass. FRANK SR. Is this yours, Darcy? I just found it in the parking lot? Darcy stares at the necklace through the door.

EXT. - NEW YORK CITY. - DA Y The Cadillac is parked somewh Frank, now wearing a BLACK SUIT a his father gets out of the car and climbs into the back seat FRANK SR. Slide over. You're gon na take me to Chase Manhattan Bank. Just head up to seventy-second and Madison, pull up to the front and park next to the fire hydrant. Frank looks back at his father. FRANK Dad... I do n't know how to drive.

EXT. / INT. - CADILLAC. - DAY Frank is driving through Manhattan, his father in the back seat screaming directions as he teaches him to drive. They are both laughing as Frank speeds through the city. ( CONTINUED ) FRANK SR. A little more gas -- now slip it into second. That's good, more clutch, now pull into this lane here -- slowly! THE CADILLAC SWERVES HARD, ALMOST HITTING A CAB -- CARS HONKING AND SLAMMING ON THEIR BRAKES AS FRANK SR. STICKS HIS HEAD OUT THE WINDOW. FRANK SR. -LRB- CONT'D -RRB- -LRB- yelling out the window -RRB- Do n't honk at us you son of a bitch -- I'm teaching my kid to drive! You're doing fine, Frank, just pick a lane and slip it into third -- about one- o'clock -- push it hard. Frank slips it into third. FRANK SR. -LRB- CONT'D -RRB- Perfect! Now you got it! Look at you, Frank, t his is your town -- you're goin g s tr aight up Broadway!

INT. - CHASE MANHATTAN. EMPLOYEES ARE HELPING CUST RS the hushed silence of the MASSIVE BANK. Suddenly all ey es to the street, where A CHAUFFEUR IN A BLACK SUIT AND OPENING THE BACK DOOR OF A WHITE CADILLAC THAT IS P ARKED NEXT T TO A FIRE HYDRANT.

EXT. - CHASE MANHATTAN BANK. - DAY Frank Sr. steps out of the Cadillac, gives his son a wink. FRANK SR. Okay. Stop grinning. When I get inside you go back to the front seat and wait. Even if a cop comes and writes you a ticket, you do n't move the car, understood? FRANK Dad... is this really gon na help? FRANK SR. You know why the Yankees always win, Frank? FRANK They have Mickey Mantle? -LRB- CONTINUED -RRB- FRANK SR. No. It's because the other teams ca n't stop staring at those damn pinstripes. Frank Sr. steps out from the Cadillac, grabs his briefcase. FRANK SR. -LRB- CONT'D -RRB- Watch this, Frank. The manager of Chase Manhattan bank is about to open the door for your father. As Frank Sr. casually walks toward the doors of Chase Manhattan, the MANAGER rushes through the bank to open the doors for him.

INT. - LOAN DEPARTMENT. - CHASE MANHATTAN BANK. - DAY Frank Sr. is sitting across from a LOAN OFFICER, who is looking over his file. LOAN OFFICER You've owned stationery store for how man yea rs? FRANK SR. Nineteen. I bought it right after the war. LOAN OFFICER Mr. Abagnale, we don't usuall y loan money to people who hav resolved business with the I.R.S.. FRANK SR. That's just a misunderstanding. I hired the wrong guy to do my books, a mistake anyone could make. I would n't even consider that if I were you. LOAN OFFICER You want me to ignore the fact that the government is demanding two years back taxes? FRANK SR. My store is a landmark in New Rochelle. I have customers all over New Jersey. LOAN OFFICER Sir, you're not a customer of Chase Manhattan. We do n't know you. I'm sure you're bank in New Rochelle... FRANK SR. My bank went out of business. Banks like this put them out of business. Frank Sr. leans in, lowers his voice. FRANK SR. -LRB- CONT'D -RRB- Now I know I made a mistake, I admit that. But these people want blood -- they want my store -- they've threatened to put me in jail. This is America, right, I'm not a criminal. I'm a medal of honor winner, a lifetime member of the New Rochelle Rotary Club. All I'm asking you to do is help me beat these guys. L OAN OFFICER This is not a qu estion of winning and losing. It, question of risk. I'm very sor ry. FRAN K SR. You're the largest bank in the world. Where's the fucking risk?

EXT. - USED CAR LOT. - DAY A SALESMAN is handing Frank Sr. A CHECK and a set of KEYS. SALESMAN The Impala is parked right over there. Frank and his father glance toward an OLD, DENTED CHEVY IMPALA at the back of the lot. SALESMAN -LRB- CONT'D -RRB- it was great doing business with you. THE SALESMAN gets in the CADILLAC and drives it toward the front of the car lot. Frank Sr. looks down at the CHECK in his hand. FRANK SR. Come on, Frank. Let's go return the suit.

EXT. - FRANK'S HOUSE. - DAY A MOVING TRUCK IS DRIVING AWAY FROM THE HOUSE. The Chevy Impala is packed with boxes as it slowly pulls out of the driveway, passing the SOLD SIGN on the front lawn as it follows the moving truck through the neighborhood.

EXT. - EASTCHESTER TRAIN STATION. - DUSK A CARGO TRAIN shoots through the rain as it pulls into a run down station that is flanked by the dilapidated APARTMENT BUILDINGS AND TENEMENT HOUSES that make up the town of EASTCHESTER, NEW JERSEY.

INT. - EASTCHESTER APARTMENT - NIGHT A TWO BEDROOM APARTMENT with cracks in the ceiling that seem to grow with each passing train. There are MOVING BOXES STACKED AGAINST THE WALLS, and a dining room table that seems to take up half the apartment. Frank is in the kitchen making dinner as his father walks in from work -- his suit w rin kled, his briefcase in hand. FRANK SR. Where's your mother? FRANK She said she was going to look for a job. Frank Sr. and after a BEAT Frank laughs with him. FRANK -LRB- CONT'D -RRB- I'm making pancakes. FRANK SR. We're not gon na eat pancakes for dinner on my son's sixteenth birthday. Frank turns to his father. FRANK SR. -LRB- CONT'D -RRB- Why are you looking at me like that? You thought I forgot? -LRB- CONTINUED -RRB- Frank opens his BRIEFCASE, takes out a CHECKBOOK FROM CHASE MANHATTAN BANK. He walks over and hands it to Frank. FRANK SR. -LRB- CONT'D -RRB- I opened a checking account in your name. I put twenty-five dollars in the account so you can buy whatever you want. Do n't tell you mother. Frank slowly opens the CHECKBOOK, sees his name at the top of the first check. FRANK But they turned down your loan? FRANK SR. Yeah. They all turned me down. FRANK So why open a bank account with them? FRANK SR. Because one day you'll want something from these people -- a house, a car -- they have all the money. There's a hundred check h ere, Frank, which means from this day on -- you're in thier little club.

EXT. - MONROE HIGH SCHOO MORNING THE IMPALA pulls up to the f the local public High School. Frank wears his BLUE WHITE PANTS as he gets out of the car and smiles at his mother. Paula wears an OLD FUR COAT over her pajamas. PAULA See that, it's just a school. No different than Buckley. Frank reaches through the window of the car, takes the CIGARETTE out of his mother's mouth. FRANK You promised you were going to quit. PAULA Frankie, you do n't have to wear the uniform here. Why do n't you take the jacket off? FRANK I'm used to it.

INT. - MONROE HIGH SCHOOL. - DAY Frank walks through the crowded halls looking lost as he holds a CLASS SCHEDULE. He gets odd looks and stares from the kids around him.

INT. - CLASSROOM. - DAY Frank walks into a packed classroom, the STUDENTS turning to stare as he checks his schedule. FRANK Is this Ms. Glasser's sixth period French? Some of the students laugh, most just turn back to their friends as Frank nervously adjusts his tie. A GIRL in the front row stares at Frank. STUDENT Are you the sub? Frank looks around for the teacher, then slowly starts to nod. Frank walks toward the blac kboard writes his name on the board -- MR. ABAGNALE. HE S LAMS THE B ACK OF AN ERASER against the board to get the students a ttention. FRANK -LRB- CONT'D -RRB- Listen up, class. My name is Mr. Abagnale and I'll be your substitute today. Would somebody please tell me where you left off in your text book? GIRL Chapter seven. FRANK Open your books to chapter eight, read quietly to yourselves. The classroom door swings open, and a frail, confused TEACHER walks in and motions to Frank. TEACHER Are you subbing for Roberta? FRANK Yes. TEACHER They sent for me -- they said they needed a sub. I rushed over here from Dixon. FRANK I always sub for Roberta. TEACHER I'll never come to Monroe again. You tell them not to call me! The WOMAN storms out, and Frank turns back to the students. FRANK I suggest you start reading people.

INT. - PRINCIPAL'S OFFICE. - MONROE HIGH SCHOOL - DAY PRINCIPAL EVANS AND VIARINCIPAL BROWN are standing in front of Frank Sr. an Pau la, who sit in two small chairs facing the Principal' s desk. PAULA I'm not sure I understand. Has Frank been coming to school or not? VICE-PRIN CIPAL B ROWN Mr. and Mrs. Abagnale, this is not a question of your son's attendance. PRINCIPAL EVANS For the past week Frank has been teaching Ms. Glasser's French class. PAULA He what? PRINCIPAL EVANS Your son has been pretending to be a substitute teacher, lecturing the students, giving out homework. VICE-PRINCIPAL BROWN Ms. Glasser has been ill, and there was some confusion with the real sub -- we're still not sure what happened. PRINCIPAL EVANS Your son held a teacher-parent conference yesterday. He was planning a class field trip to a French bread factory in Trenton. Do you see the problem we have? Frank Sr. and Paula seem a bit confused. PAULA This is our fault, Principal Evans. Frank had been at Buckley since he was a little boy. We had to take him out for personal reasons, away from his friends -- you know how kids are. He's all alone here. FRANK SR. He's not alone. He has us.

EXT. - PRINCIPAL'S OFFICE. - SAME TIME Frank is sitting outsid e t he Principal's office wearing his coat and tie, waiting f o r his parents to come out. He watches as a FOOTBALL PLAYER hands- SCHOOL ADMINISTRATOR a note. FOOTBALL PLAYER I have a note fr om my m om. I need to miss sixth period she's taking me to the doctor. SCHOOL ADMINISTRATOR Thank you, Roger. As the Football player walks off, Frank leans over to look at the note. The Administrator catches him looking. FRANK It's a fake. SCHOOL ADMINISTRATOR Excuse me? FRANK There's no crease in the paper. SCHOOL ADMINISTRATOR I do n't understand. FRANK When your mom hands you a note to miss school, you put it in your pocket. And if it was in his pocket, where's the crease?

INT. - PRINCIPAL'S OFFICE. - DAY Frank Sr. lights a cigarette as he stands up to leave. FRANK SR. Excuse me. I have to go to work. PRINCIPAL EVANS Sir, we have no choice but to suspend Frank for one week, and transfer him out of French and into German. FRANK SR. You're not suspending anyone. if you go after my son I'll go before the school board and ask them who's minding the st or e at Monroe High. I'll ask my good friend Tom Walsh how it's po ssible f or a little kid to teach a Fr ench class for an entire week without t he P incipal of the school knowing a bout it. I might even mention the f ac t my son does n't speak Frenc h.

INT. - MONROE HIGH SCHOOL. -DAY Frank closes his locker, sees FOUR CHEERLEADERS standing in front of him. The leader of the group, JOANNA, steps forward. JOANNA Are you that transfer from Buckley? Frank looks a bit confused as he stares at the girls. FRANK Yes. JOANNA My name is Joanna Carlson, and I was wondering if you were going to the Junior Prom? FRANK No. I do n't have a date yet. My name is Frank Abagnale. JOANNA Frank, do you think you could buy my' friends and I some beer before the dance? All the other guys are afraid to try. FRANK I'm only sixteen. How could I buy you beer? JOANNA If you're old enough to teach French, you're old enough to buy beer.

INT. - FRANK'S APARTMENT. - DAY Frank walks in from school, throws his books on a chair and opens the refrigerator. The radio is on and there's a bottle of wine on the counter. FRANK Mom, I'm home. Nobody answers, and F rank slowly walks toward the back bedroom door, which is closed. FRANK -LRB- CONT'D -RRB- I met a girl today. Mom? Frank's about to knock when th e b edroom door suddenly opens, and Paula walks out with JACK W RIGHT - the Rotary Club President -- who wears a tailored bla ck suit. Paula wears a dress and holds a tray of food. PAULA That's all there is, two bedrooms, but we're getting used to it. Frankie, you remember Dad's friend Jack Wright from the club, he came by looking for your father -- I was giving him a tour of the apartment. JACK WRIGHT Very spacious, Paula. FRANK Dad's at work. Frank stares at Jack, who walks over and picks up his HAT off the chair. JACK WRIGHT You look more like your old man every day. Thanks for the sandwich, Paula. I'll see ya later. FRANK Wait. Frank walks to the couch, picks up a small ROTARY PIN that is lying on the cushions. He holds it up to Jack. JACK WRIGHT Thank you, Frank. That's the President's pin. I'd be in big trouble if I lost that. Jack clips the pin to his jacket, turns and walks out the door. PAULA Are you hungry, Frankie? I'll make you a sandwich. Paula walks into the kitch en, opens the refrigerator and starts making a sandw ich. PAULA -LRB- CONT'D -RRB- Jack wanted to t alk busi ness with your father. He sa id that we should sue the government, that it's not legal what they're do ing to us. Why are n't you saying anyth ing. Frank stares at his mother, who continues to make his sandwich. PAULA -LRB- CONT'D -RRB- You're not going to tell him, are you? Paula walks over to her son, her hands shaking as she hands him a sandwich. FRANK No. PAULA That's right. There's nothing to tell. I'm going outfor a few hours, visit some old friends from the tennis club. And when I get home we'll all -LRB- CONTINUED -RRB- PAULA -LRB- CONT'D -RRB- have dinner together, right? But your wo n't say anything, because it's just stupid, is n't it? Paula lights a cigarette, walks toward the door. PAULA -LRB- CONT'D -RRB- Do you need some money, Frankie, a few dollars to buy some record albums? Here, take five dollars. Paula holds out five dollars, and Frank walks toward her, reaches up and takes the cigarette out of her mouth. FRANK You promised you were going to quit.

EXT. - ABAGNALE STATIONERS. - NEW ROCHELLE. - DAY A large stationery store sits right in the middle of the upscale neighborhood of New Rochelle.

INT. - STATIONERY STO A DAY Frank is working behind the cou nter of his father's store, gently placing a SILVER PEN a cross a velvet display pad. A WOMAN stares down at the p en. FRANK This is a. 925 sterl ing silve r Waldmann ballpoint pen with a two- color twist action top. Just turn it like this -- the ink changes from black to blue. Nine dollars. WOMAN They have them in the city for six. As the woman walks out of the store, Frank Sr. comes running out of his office, which doubles as the stockroom. He holds a letter in his hand. FRANK SR. It's over. I did it, Frank. The sons of bitches have called off the dogs -- read it and weep. I beat the United States government. Take a look at that. -LRB- CONTINUED -RRB- Frank Sr. hands Frank a letter. FRANK SR. -LRB- CONT'D -RRB- See what it says -- the I.R.S is backing off. They're gon na take their money and run -- no charges filed, no further investigations into this matter. They thought they could get me, and I sent Uncle Sam running for the hills. FRANK Does this mean we can move home? FRANK SR. We're gon na move back here, Frank, get a new house, a new car -- FRANK A red Cadillac with white interior. FRANK SR. It's gon na take a little time, but we're gon na get it all back -- every fur coat, eve goddamn piece of silver! Com e o n help me lock up. We're going celeb ra t e!

INT. - VILLAGE INN BAR. ='REASTCHESTER. - DAY Frank follows his father int V ILLAGE INN BAR, a neighborhood dive that is ful'lway workers coming off the night shift. Frank and his are greeted with cold stares from a handful of REGULARS are drinking and watching a mounted black and white TV. NEWSCASTER -LRB- V.0. ON TV -RRB- The Warren Commission has concluded their investigation into the assassination of President Kennedy, and has found that Lee Harvey Oswald acted alone, with no evidence of conspiracy, domestic or foreign. FRANK SR. -LRB- to the bartender -RRB- Bring us a couple of beers and two shots of Canadian. BARTENDER I need to see the kid's I.D.. FRANK SR. This kid is the head salesman in my company. He's twenty-two and he's making five bills a week, so just bring the drinks and mind your business. Frank and his father sit at a small table in the middle of the bar. Frank looks uncomfortable as his father lights a cigar. FRANK Maybe I should wait in the car. FRANK SR. Are you afraid of these men? Look at the way, they sit, the way they dress, the way they drink. What are they, railway men? Cargo loaders? Those men have n't earned the right to judge us. I beat Uncle Sam, what have they ever done? The WAITRESS brings o ver the drinks, and Frank Sr. quickly downs both shots. He tkaes DIME out of his pocket and sets it on the table. FRAN K SR. -LRB- CONT' D -RRB- Frank, I want you to take that dime and go put it in th e jukebox. Pick something loud. We're celebr ating. Frank glances to the bar, where the MEN are quietly watching the-TV. The JUKEBOX is directly under the television. FRANK SR. -LRB- CONT'D -RRB- You know who I like? Lesley Gore. FRANK Dad... they're watching TV. FRANK SR. Yes. But in a moment they'll be listening to Lesley Gore. We're gon na teach the drunks to mind their manners. FRANK I think they know I'm not eighteen. FRANK SR. People only know what you tell them. Frank Sr. picks up the dime and holds it up to. his son. FRANK SR. -LRB- CONT'D -RRB- Take the dime, son. Just take the dime and walk over there like you just closed a big deal. Walk over there like you got a roll of twenties right next to your pecker. Frank gets out of his chair and nervously faces his Father. FRANK SR. -LRB- CONT'D -RRB- And do n't forget to smile while you're shoving it down their throats. Frank holds his father's dime as he slowly walks toward the JUKEBOX. THE MEN AT THE BAR see him coming, slowly turn on their stools. MAN #1 Do n't play that thing, kid. BARTENDER We're watching the news. Frank nervously stands al t he j ukebox. Some of the men have gotten off their stools drinks in hand. MAN #2 We asked you not to do that, kid. The President is abou t ma ke a speech. Frank looks toward his father, who sits back in his chair, smoking and smiling. Frank's hand shakes as he reaches out, drops the dime into the jukebox. MAN #1 We're not gon na tell you again. Step away from the jukebox. FRANK SR. Why you bothering the kid? You got a problem, come bother me. Frank watches as TWO DRUNKS walk toward his father. They both hold PITCHERS OF BEER in their hands. FRANK SR. -LRB- CONT'D -RRB- Hit the button, Frank. You hit that goddamn button! As Frank reaches out and hits the button, the men start to pour their beers over his father's head. Fran k S r. does nothing to stop them, the smile never leaving his face as he screams at his son. FRANK SR. -LRB- CONT'D -RRB- That's right, Frank! Who are they! Who are they! THE JUKEBOX springs to life, and WE HEAR LESLEY GORE singing `` IT'S MY PARTY.'' The men continue to pour their beers over Frank Sr.'s head, the entire bar screaming with laughter. FRANK SR. -LRB- CONT'D -RRB- Bus drivers! Security guards! Fry cooks! Now they understand! They ca n't win, Frank, they ca n't beat me!

INT. - EASTCHESTER COURTHOUSE. - DAY A LARGE COURTROOM -- ONLY FIVE PEOPLE INSIDE. On one side of the room WE SEE FRANK S wearing a white suit that does n't quite fit -- a notice stain on the shirt. His weathered black briefcase is on t he desk in front of him. Paula is on the other si de of the courtroom, wearing a blue church dress and holding a n unlit cigarette in her hand. Paula and Frank Sr. sit with lawyers facing JUDGE LARKIN, who is examining the CASE FIL E for the first time. JUDGE LARKI N Would the boy step forward and state his name for the record. Frank is seated in the middle of the courtroom -- a backpack on the floor at his feet. Frank slowly walks toward the bench. FRANK Frank William Abagnale Jr. JUDGE LARKIN Frank, the court apologizes for pulling you out of school this morning. Are you aware of the fact that your parents have filed for divorce? -LRB- CONTINUED -RRB- Frank glances at his mother, then slowly shakes his head `` no.'' JUDGE LARKIN -LRB- CONT'D -RRB- Again, I apologize. This is a custody hearing to determine who you are going to live with after the divorce. Your mother and father are leaving this decision up to you. For the record, I would like to praise both parents for showing such confidence in their son, who they believe will make the best decision for himself and his family. Frank stares straight ahead, his breathing forced as he stares at Judge Larkin. JUDGE LARKIN -LRB- CONT'D -RRB- Okay, Frank, I'm going to ask you a difficult question. Who's it going to be, your mother or your father? Frank looks to his father, then turns and stares at his mother for a long BEAT. FRANK Can I have a minute to think about it?

EXT. - EASTCHESTER. - DAY Frank is running through town, a look of sheer desperation on hi s f ace as he runs past dil apidated shops and abandoned buildings -- racing a train that is s lowing pulling into the Eastchester station.

INT. - EASTCHESTER TRAIN STATION. - DAY Frank runs up to the ticket window at the TRAIN STATION. FRANK One ticket to Grand Central, please. TICKET CLERK Three dollars and fifty cents. FRANK Can I write you a check?

INT. - PAPIGONE PRISON. - MARSEILLE. - NIGHT 37 THE CELL DOOR IS PULLED OPEN, and Frank slowly walks out and faces CARL HANRATTY, who is holding a pair of HANDCUFFS and standing with FBI AGENTS EARL AMDURSKY and TOM FOX- All three AGENTS get a glimpse inside the cell -- and they all quickly turn away. CARL HANRATTY Frank, this is Agent Amdursky and Agent Fox. They'll be helping with the extradition. Carl puts the handcuffs on Frank, who can barely stay on his feet as he slowly turns to Warden Garren. FRANK Your wife is sleeping with one of the guards. Just thought you should know.

INT. - HOTEL ROOM. - FRANCE. - NIGHT 38 CARL HANRATTY, Amdursky and Fox are all watching Frank as he sits naked in a bathtub, his handcuffs still on as he tries to shave his beard.

INT. - HOTEL ROOM. - FF5?% - NIGHT 39 Frank has one HANDCUFFED to a chair, and both legs SHACKLED to the corner of the b ed. He's eating a sandwich and drinking a glass of milk a s CARL HANRATTY sits across from him. CARL HANRATTY Just sit back and get table. We leave for the airpor nine hours. FRANK I want to call my father. CARL HANRATTY You can call him when we get to New York? I apologize for the room -- it's the only place the agency could afford. FRANK Do n't worry, Carl. I've stayed in worse.

EXT. - TIMES SQUARE HOTEL. - NIGHT 40 Frank wears blue pajamas as he's THROWN OUT OF A DILAPIDATED TIMES SQUARE HOTEL ROOM BY THE NIGHT MANAGER, who is dragging him toward the door. SUPER : OCTOBER. 1964 MANAGER I do n't want to hear your story. That's two checks that bounced, do you know how much trouble I'm in? FRANK The bank made a mistake, Andy, I'll write you a check right now! Please, it's midnight, I have no place to go. The Manager pushes Frank into the cage elevator. MANAGER You're a goddamn kid. You should be in school.

INT. - NEW YORK HOTEL ROOM. - NIGHT 41 A decrepit Times Square hotel room. Frank sits up in bed staring down at his NEW RSEY DRIVER'S LICENSE -- which is a simple I.D. CARD wi th no picture. Frank uses a pen to change the date of birth from 1948 to 1938.

INT. - NEW YORK SAVINGS BTKF - DAY Frank holds a BLACK BRIEFCAS as he s tands in front of a FEMALE BANK TELLER holding a CHASE MAN HATTAN CHECK. FRANK My boss sent me to Brooklyn, then Queens, now he wants me in Long Island and I'm short train fare. It's my first week -- I do n't think I'm cut out to be a salesman. ASHLEY I'm sorry, but we're not allowed to cash checks from other banks. How would we know if they were any good? FRANK What's your name? ASHLEY Ashley. FRANK You do me this favor, Ashley, and I'll give you this sterling silver Waldmann pen. It's German. What do you say? Frank takes the PEN out of his pocket. ASHLEY I feel so bad. I'm really not supposed to take the check. How about if I just loan you a few dollars myself? Ashley takes some money out of her own pocket. FRANK That's okay, Ashley. I'll find my way to Chase Manhattan.

EXT. - BANK. - DAY As Frank walks out of the bank, he watches A PILOT AND TWO FLIGHT ATTENDANTS step of a cab right in front of him. They are all laughing as t hey head for the revolving doors of the MAYFAIR HOTEL. Frank watches as the PIL OT SL IPS THE DOORMAN A FIVE DOLLAR BILL.

INT. - MAYFAIR HOTEL. - MORNING Frank follows the Pilot into the Mayf air, sees the hotel MANAGER rushing over to greet him. The entire lobby seems to be focussed on the Pilot, with BELLMEN running over to carry his bags -- the FLIGHT ATTENDANTS following his every move. Frank turns to an aging BELLMAN. FRANK Excuse me, do you know that pilot? BELLMAN He's just one of those airline jerks. Just because you fly at thirty thousand feet, does n't make you God. Frank watches as the Pilot walks into the elevator, the Flight Attendants by his side. FRANK -LRB- V.0. -RRB- Dear Dad... I've decided to become an airline pilot. I've applied at all -LRB- CONTINUED -RRB- FRANK -LRB- V.O. -RRB- -LRB- CONT'D -RRB- the big airlines, and have several promising interviews lined up.

EXT. - PAY PHONE. - NEW YORK. - DAY A packed street corner in the center of New York. Frank is eating a hot dog as he talks on a PAY PHONE. PAN AM OPERATOR -LRB- V.O. -RRB- Pan Am, how may I help you? FRANK I'd like to speak to someone about a uniform. PAN AM OPERATOR Hold for purchasing. Frank turns and looks directly behind him, where WE SEE the FIFTY STORIES OF THE PAN AN BUILDING standing tall in the middle of the city. PURC HASING SUPERVISOR -LRB- V.O. -RRB- Purchasing. F RANK Yes. My name is Frank W illiams, and I'm a co-ilot basp of San Francisco. I flew a into New York last night, and ving for Paris in three hours. PURCHASING SUPERVISOR -LRB- V.O. -RRB- How can we help you? FRANK I sent my uniform out to be cleaned through the hotel... PURCHASING SUPERVISOR -LRB- V.O. -RRB- Let me guess. They lost the uniform. Happens all the time.

EXT. - NEW YORK STREET. - DA Y As the telephone conversation continues, WE SEE Frank running down a busy street, a big smile on his face as he cuts in and out of an endless stream of people. PURCHASING SUPERVISOR -LRB- V.0. -RRB- Go down to the Well-Built Uniform Company at Ninth and Broadway -- they're our uniform supplier. I'll tell Mister Ross you're coming. Frank sprints through the doors of the WELL-BUILT UNIFORM COMPANY.

INT. - WELL-BUILT UNIFORM COMPANY. - DAY Frank poses in front of a full length mirror wearing a brand new PAN AM UNIFORM. MISTER ROSS kneels in front of him, cuffing his pants. In the background, WE SEE rows and rows of uniforms waiting to be shipped. ROSS What's your rank? FRANK I'm a co-pilot. ROSS Right seat. I figured as much. You look too younng to be a pilot. FRANK I just turned twenty-seven. Ross places a single GOLD BAR on the lapel of Frank's jacket. ROSS How does that feel? FRANK It feels great. ROSS It's gon na be $ 164 dollars. FRANK No problem. I'll write you a check.

EXT. - NEW YORK. - DAY 48 Frank walks down Broadway in his new uniform, enjoying the obvious glances he is getting from men and women who pass by. He sees a little boy pointing at him, and he gives the boy a playful salute. Frank ca n't help but smile as he drops his briefcase in the nearest trash can, then turns and walks into a bank.

INT. - BANK OF NEW YORK. - DAY 49 A FEMALE BANK TELLER is sneaking glances at Frank as she counts out his money on the counter. BANK TELLER That's eighty, ninety, one hundred dollars. You have yourself a great time in Paris.

INT. - MAYFAIR HOTEL LOBBY. - NEW YORK CITY. - DAY 50 A busy, upscale business hotel in the heart of the city. Frank stands in uniform at the front desk. FRANK I'm flying out to Paris in the morning. Okay if I write you a check for the room? FRONT DESK CLERK No problem, Sir. FRANK I was also Sao if you could cash a person al check for me. I've got a date wit h a c ute little hostess this evening. FRONT D ESK CLERK For airline personnel we cash checks up to three hundred dollars. FRANK I wo n't need that much. Let's make it two-fifty.

INT. - MAYFAIR HOTEL ROOM. - NEW YORK. - NIGHT 51 An episode of THE RIFLEMAN is on the black and white TV in the hotel room. A ROOM SERVICE CART sits next to the bed, piled high with half-eaten plates of french fries, hamburgers, and slices of apple pie. As Frank sleeps on the king sized bed, the PILOT'S UNIFORM lies next to him on top of the sheets.

EXT. - ABAGNALE STATIONERS. - NEW ROCHELLE. - DAY Frank Sr. gets off the bus in front of his store. He is wearing his black suit and holding a briefcase as he starts to unlock the front door to the store. TWO POLICE DETECTIVES walk up behind him. DETECTIVE #1 Frank Abagnale? Frank turns around, stares at the TWO COPS as they show him their BADGES. FRANK What is this? The IRS said no charges would filed. DETECTIVE #2 Sir, we'd like to talk to you about a checking account at Chase Manhattan bank. The account is four thousand dollars overdrawn, and checks are bouncing every day. DETECTIVE #1 The account is in your son's name, and he was re por ted as a runaway in March. FRANK SR. What are you saying? You think Frank is writing those checks? DETECTI VE #1 Do you know where you r son is, Mr. Abagnale? FRANK SR. You guys are looking for the wrong person. DETECTIVE #2 And how do you know that? Has Frank been in contact with you? FRANK SR. if I tell you where he is, will you promise not to tell his mother? The two Detectives nod. FRANK SR. -LRB- CONT'D -RRB- -LRB- lowering his voice -RRB- Frank made up a fake I.D and enlisted in the Marine Corps -- he's over in -LRB- CONTINUED -RRB- FRANK SR. -LRB- CONT'D -RRB- Vietnam right now. Somebody must have stolen his bank book, because he's half way around the world crawling through the jungle and fighting the fucking communists. So do n't come to my place of business and call my boy a criminal, because that kid has more guts than either of you will ever know. DETECTIVE #1 I'm sorry, Sir. We did n't know. FRANK SR. It's okay. Nobody knows.

INT. - PLAZA HOTEL. - NEW YORK. - DAY Frank walks up to the front desk of the PLAZA HOTEL. FRANK Do you rent t ypewriters? F RONT DESK  CLERK Of course, M r. Williams. Would you like electric or m an ual? FRANK I've never used electric before. FRONT DESK CLERK You should try it. I'll send our typist up to give you a lesson.

INT. - PLAZA HOTEL SUITE. - NIGHT CLOSE ON A BLANK COUNTER CHECK The ELECTRIC STRIKING BALL of the typewriter is going over the same words again and again, making them appear PRINTED. The top of the phony check reads : PAN AMERICAN WORLD AIRWAYS EMPLOYEE NUMBER 15415 PAY TO THE ORDER OF FRANK WILLIAMS $ 513.12

INT. - PLAZA HOTEL BATHROOM. - DAY 55 Frank kneels over the bathtub, looking down at a PLASTIC 707 MODEL AIRPLANE. The small plane is soaking in the tub, floating up-side-down in a pool of bubbles. CLOSE ON THE WING OF THE MODEL PLANE. The PAN AM LOGO is on the wing. WE WATCH as a TWEEZER lifts the corner of the logo right off the plastic, carefully slipping it off the wing so that the words PAN AMERICAN WORLD AIRWAYS hang in mid-air. ON FRANK meticulously placing the LOGO on top of the check he has just made. The words stick to the paper, and he quickly takes the check and places it in the middle of a hotel BIBLE. He sticks the bible under his bed, the way a kid breaks in a new baseball glove.

INT. - CHASE MA.NHATTAW/BANK _ - DAY 56 Frank is still in uniform as he walks past two MALE TELLERS and deliberately approac hes a YOUNG FEMALE TELLER. FRANK I was wondering if you could cash this payroll check f or me. Frank takes the check out of a phony PAN AM ENVELOPE and hands it to the TELLER. The PAN AM LOGO on the check is crooked and off center, the type blurred and almost illegible. FRANK -LRB- CONT'D -RRB- You have beautiful eyes. The TELLER smiles at Frank, barely glances at the check as she opens her CASH DRAWER. TELLER How would you like it?

INT. - NEW YORK HOBBY SHOP. - DAY 57 A small HOBBY SHOP in Times Square. Frank sets FIFTEEN BOXES of PAN AM MODEL AIRPLANES on the counter. HOBBY SHOP OWNER That's a lot of planes. FRANK I give them away at Christmas to needy children.

INT. - PLAZA HOTEL SUITE. - NIGHT CLOSE ON A HOTEL BATHTUB FILLED WITH MODEL AIRPLANES THAT ARE SOAKING IN WARM WATER. Frank sits at a desk, pulls a CHECK from the carriage of an electric typewriter. The check is perfectly centered, the Pan Am logo straight, the lines and words looking thick and heavy -- as if they were printed. Frank takes the check and sets it on the hotel bed, where FIVE HUNDRED FRESHLY MADE CHECKS are sitting in neatly stacked piles.

INT. -PLAZA HOTEL. - MORNING Frank walks downstairs his uniform, CHECK IN HAND. The HOTEL MANAGER rushes over to greet him. MANAGER What can I do for y ou, Mr. Williams. FRANK I'm headed out to S pain this morning and I need a little s pending money. MANAGER I'm sorry, Sir, we wo n't have any cash until the banks open in a hour. But I'm sure they can cash your check at the airport. FRANK The airport? They cash checks at the airport?

INT. - LA GUARDIA AIRPORT. - MORNING. 60 Frank wears his pilot's uniform as he walks through the crowded airport holding a thick wad of cash. As he stuffs the money into his pockets, he walks toward a sign that reads : AIRLINE PERSONNEL ONLY.

INT. - PERSONNEL AREA. - LA GUARDIA. - DAY A giant warehouse filled with PILOTS, CO-PILOTS, FLIGHT ATTENDANTS, and BAGGAGE HANDLERS. There is a CAFETERIA, NEWSSTAND, AIRLINE SHOP, and SHOE SHINE BOOTH. Frank sits down in one of the SHOE SHINE CHAIRS, two TWA PILOTS next to him. He stares at their I.D. BADGES, which are laminated pictures clipped to the front of their jackets. FRANK Morning. The TWO PILOTS turn and look at Frank. TWA PILOT Morning. You mind if I ask you a question? FRANK Sure. PILOT I see you h ere all the time, and I was wonderi n g what Pan Am is doing out here at L a Guard ia? Pan Am does n't fly into La Guardia. Frank stares at the Pilot, h as no idea what to say. TWA PILOT You working charters? FRANK Yeah. Charters. I'm headed out to Kennedy in a few minutes. TWA PILOT I figured as much. What kind of equipment you on? Frank thinks for a long BEAT, has no idea what to say. FRANK General Electric. TWA PILOT #2 General Electric? What the hell do you fly, washing machines?

EXT. - LA GUARDIA. - DAY 62 Frank is running out of the airport. FRANK -LRB- V.O. -RRB- Dear Dad. I have been accepted to Pan Am's flight school, and will be starting my training immediately. I am sending you a picture of me in my uniform, so that you can show it to mom, and let her know that I am a pilot for the greatest airline in the world.

EXT. - PAN AM BUILDING. - DAY Frank enters building.

INT. - PAN AM BUILDING - RECEPTION AREA - DAY The massive CORPORATE OFFICES of PAN AM, which look out over the Manhattan. Frank, dressed like a student and wearing a backpack, gets out of televator and walks up to a RECEPTIONIST. FRANK I'm Frank Black from Monroe High School. I have a appoint ment with Mister Mulligan. RECEPTION IST Go on in, Frank. He' s w aiting for you. Frank hesitates as he walks toward a door marked, PAUL MULLIGAN, DIRECTOR OF AIRLINE SECURITY.

INT. - MULLIGAN'S OFFICE. - DAY PAUL MULLIGAN, 70's, a small, rock of a man, stands behind a WALL OF PICTURES, MILITARY MEDALS, PAN AM ACHIEVEMENT AWARDS, and EMPLOYEE OF THE YEAR CERTIFICATES that are neatly displayed on the wall behind him. MULLIGAN Frank, I'm Paul Mulligan, head of security for Pan American World Airways. I understand you're writing a report about Pan Am, and you'd like to speak to a real live pilot. FRANK Yes, Sir. MULLIGAN Well you're in luck, son. Because I was one of the best.

INT. - PAN AM BUILDING. - DAY Frank is following Paul Mulligan through a large GALLERY which shows the history of PAN AM in black and white pictures and detailed PLASTIC MODELS. FRANK What does it mean when one pilot says to another pilot, `` what kind of equipment are you on?'' MUL L IG AN He's asking what kind of plane they're flying. DC-10, 707, 727. FRANK What about the I. D. badges I've seen pilots wea r? M ULLIGAN A pilot is requi red to carry two things with him at all times. His airline personnel b adg e similar to this Pan A m badge I'm wearing, and his FAA li cence Mulligan pulls an old FAA LICENSE out of his wallet. FRANK Do you think I could make a copy of this license to put in my report? MULLIGAN You can have it, Frank. It expired five years ago. FRANK What about your I.D. badge? Do you have an extra one I could borrow? MULLIGAN I'm afraid I ca n't help you there. These badges are special ordered from Polaroid. The only way to get -LRB- CONTINUED -RRB- MULLIGAN -LRB- CONT'D -RRB- one is to become a real live pilot for Pan Am.

INT. - POLAROID CORPORATE OFFICES. - NEW YORK. - DAY 67 A LARGE OFFICE IN NEW YORK CITY. A POLAROID SALESMAN has opened a SAMPLE BOOK and is showing off page after page of LAMINATED I.D. BADGES. FRANK wears a suit and tie as he sits across from the salesman examining the book. FRANK Caribbean Air will be expanding our routes next year to include most of the East coast. I'm thinking we'll need several thousand badges. POLAROID SALESMAN As you can see, we make the I.D. badges for almost every major airline. Frank points to one of the badges. FRANK I like that one. Which airline is that? POLAROI D SALESMAN That's Pan Am. Would you like the brochure on that one? FRANK My boss wanted me to bring back an actual I.D. badge, not a brochure. POLAROID SALESMAN That's no problem, Mister Anderson. We make all the badges right here with this equipment. The Salesman motions to a large CAMERA AND LAMINATOR. POLAROID SALESMAN -LRB- CONT'D -RRB- I can make you one in a few seconds. FRANK I have an idea. Why do n't you use me as the subject.

INT.- KENNEDY AIRPORT. - DAY Frank is walking through KENNEDY AIRPORT, his authentic PAN AM I.D. BADGE secured to the front of his uniform. He walks up to an EASTERN AIRLINES ticket counter and smiles at the TICKET AGENT. FRANK Hello. I'm a Pan Am co-pilot and I'd like to fly on your two-thirty to Miami. EASTERN TICKET AGENT You want to dead-head to Miami? FRANK Yes. Dead-head. Frank hands the AGENT his I.D. BADGE and Mulligan's FAA license, which has been cropped at the top where Mulligan's name used to be. She barely glances at either. E ASTERN TICKET AGENT You're in l uck, Sir. The jump seat is open. FRANK What ; s the jump seat? The Ticket Agent starts to la ugh, and Frank laughs with her.

INT. - EASTERN 707. - DAY MARCI, a cute 27-year-old EASTERN STEWARDESS with short blonde hair and glasses, stands at the front of the plane smiling at Frank -- who holds out his pink boarding slip. MARCI Are you my dead-head?

INT. - COCKPIT. - 707. - DAY Frank is led into the cockpit by Marci, trying not to react to the intensity of the tiny space. He immediately looks around for the jump-seat -- or any seat -- but sees nothing. MARCI Frank, this is Captain Oliver. That's John Paxton, the Co-Pilot, this is Ron Vega, flight engineer. FRANK Frank Williams, Pan Am. Thanks for giving me a lift. CAPTAIN OLIVER Go ahead and take a seat, Frank, we're about to push. Frank continues to search for the JUMP SEAT, the panic starting to show on his face as Marci reaches her hand around to the back of the cockpit door and pulls down the small METAL SEAT. MARCI There you go. Would you like a drink after take-off? Frank quickly sits in the jump-seat, his hands shaking as he tries to strap himself in. FRANK A glass of milk, please.

EXT. - KENNEDY AIRPORT'RMWAY. - DAY. THE EASTERN JET Sshooting down the runway at Kennedy airport.

INT. - EASTERN COCKPIT. CLOSE ON FRANK -- inside the -- his hands gripping the sides of the JUMP-SEAT, his nd face clenched into a silent scream as the plane lift f, banking left as it shoots out over Manhattan. Frank is staring out the cockpit window in disbelief, the way all kids do the first time they ride in a plane.

INT. - EASTERN 707. - LATER IN FLIGHT Frank walks through the COCKPIT DOOR, sees Marci preparing drinks at the beverage station. MARCI Hello, dead-head. Enjoying your free ride? FRANK Marci, did you drop this? Frank takes a SMALL GOLD NECKLACE out of his jacket pocket. FRANK -LRB- CONT'D -RRB- Must have slipped right off your neck.

INT. - FRANK'S HOTEL ROOM. - MIAMI. - NIGHT Frank is lying on top of Marci -- losing his virginity -- not moving -- just staring down at her with a bizarre look on his face. The lights are low, the radio is on. FRANK Are all hostesses as nice as you? MARCI Stewardess. You know we like to be called stewardess now. Why are you stopping? FRANK I want to tell you something, Marci. This is by far the best date I've ever been on.

INT. - AIRPORT. - DAY Frank walks toward a TWA TICKET COUNTER with a big smile on his face. FRANK Is the jump-seat open on your four o'clock to Dallas?

INT. - DALLAS BANK. - DAY Frank is wearing his pilot's uniform as he walks up to LUCY, the pretty ASSISTANT MANAGER of a small Dallas bank. LUCY Welcome to Dallas National Bank, how may I help you? FRANK What's your name, Ma'am? LUCY Lucy Rogers. I'm the Assistant Manager. FRANK Lucy, y name is Frank Williams, and I'm a co-pilot for Pan Am. I'd like -LRB- CONTINUED -RRB- FRANK -LRB- CONT'D -RRB- to cash this check and then take you to dinner.

INT. - DALLAS HOTEL ROOM. - NIGHT 77 Frank is dancing with LUCY, who is laughing uncontrollably as he twirls her around the room. LUCY Okay, enough! I'm gon na be sick. I have to get home and get some sleep. FRANK It's only midnight. LUCY One of my tellers got married last night, and I'm gon na be short handed all week. FRANK What if I ca m e a nd helped you out down at the bank? L UCY Now why would Pan Am Pilot want to work in my stupi d bank Frank twirls Lucy, dipping h er in the middle of the room. FRANK To be close to you.

INT. - DALLAS NATIONAL BANK. - DA Y Frank is standing with Lucy behind the counter of the bank, watching as she feeds a stack of CHECKS into a MICKER ENCODING MACHINE. LUCY We feed the checks through the micker machine, and the magic eye reads the micker ink and then sorts the checks by numbers. FRANK What numbers? LUCY See the numbers on the bottom of the checks. Those are called routing numbers. FRANK Where do the checks get routed to? LUCY Well, I'm not exactly sure. Nobody ever asked before.

INT. - NEW YORK PUBLIC LIBRARY. - DAY 79 Frank wears his pilots uniform as he sits across from a group of HIGH SCHOOL STUDENTS who are writing term papers. As the students talk and laugh at their desks, Frank leans over to them. FRANK would you keep it down, please? The students immediatel uiet down as Frank turns a page in his book -- THE HISTO BANKING IN AMERICA. He is reading a chapter called - - T H E 12 BA NKS OF THE U.S. FEDERAL RESERVE

INT. - NEW JERSEY AUCTIO N HOUSE A SIGN READS : FORECLOSURE AU CTION - NEW JERSEY NATIONAl BANK WE SEE rows of desks, chairs, cou and cash drawers -- everything you could possibly find at a bank. The AUCTIONEER stands in front of a room filled with BANKERS and BUSINESSMEN in dark suits. AUCTIONEER Our next item up for bid is also from the Jersey National foreclosure. This is a micker encoder, a machine usedtoencode bank checks. Do I have an opening bid? In the audience, Frank, dressed in a suit, smiles as he raises his paddle. FRANK Five dollars.

EXT. - VILLAGE INN BAR. - EASTCHESTER, NEW JERSEY. - DAY 81 The parking lot is packed with cars. A light snow is falling as FRANK SR. walks out of the bar and buttons his jacket. FRANK Happy birthday, Dad. Frank Sr. turns to face his son, who is standing in front of a RED CADILLAC that still has the sticker in the window. The two men stare at each other for a long BEAT, and then embrace in the middle of the lot. FRANK SR. Jesus, look at you? My son the birdman. That is some uniform, Frank. FRANK I bought you a Cadillac. Frank motions to the car, holds up the keys. FRANK -LRB- CONT'D -RRB- Automatic transim ission. She goes over a hundred miles an hour. It says it right on the speedometer. Frank Sr. Stares at his son, then glances at the car. FRANK SR. She's beautiful. Only I'm go nna get myself another white on e. I already ordered it. You keep that one, Frank, maybe one day we'll race to Atlantic City. FRANK I went by the store today. Since when do you close on a Friday? FRANK SR. I had to close the store for awhile. It's all about timing, Frank, the goddamn government knows that. They hit you when you're down, and I was n't gon na let them take it from me. So I just shut the doors myself, called their bluff. FRANK I can get you money, whatever you need. We can buy ten stores. FRANK SR. No. It's better this way. I'm laying' low for awhile, letting them have their fun. It's just a stationery store -- sooner or later they'll forget about me. FRANK Have you talked to Mom? FRANK SR. She's so stubborn, your mother. But I wo n't let her go without a fight. I've been fighting for her since the day we met. FRANK Out of all those soldiers, you were the one that took her home. FRANK SR. That's right. Two hundred men were sitting in th' little social hall watching he d ce. What was the name of tha t dam vil lage? FRANK Montpelier. FRANK S R. I did n't speak a word six weeks later she was my wife. A WOMAN PULLS UP IN AN OLD FORD AND HONKS FOR FRANK SR.. She smiles and waves at him through the window, and he waves back. FRANK SR. -LRB- CONT'D -RRB- Shit. I have to go, Frank. FRANK I was hoping I could buy you a steak. FRANK SR. Jesus, tonight is no good. That's my friend, Darlene. She's cooking me dinner for my birthday. She used to be the pastry chef at Elaines. Why do n't you come home with us? FRANK No, I should probably get out to the airport. I'm flying the red eye tonight. FRANK SR. Where are you going? FRANK Dad, I'm serious about what I said. I can get you money -- whatever you need. FRANK SR. Just tell me where you're going. I bet it's someplace warm. FRANK Yeah. Hawaii. FRANK SR. Hawaii. My son is going to Hawaii tonight. The res t of us really are suckers. Frank Sr. Gives his son a hug then turns and starts waking towards the Woman in the Ford.

INT. - FBI OFFICES. - WASHIN, DAY SUPER : FBI BUILDING, WASHINGTON CLOSE ON A SLIDE PROJECTOR -- the circular tray turning clockwise as an AGENT CARL HANRATTY stands at the front of the room addressing FIVE FBI AGENTS. CARL HANRATTY John Doe 2172 is a paperhanger who started on the East Coast. During the last few weeks 2172 has developed a new form of check fraud, which I'm calling `` the float''. Next slide. The slide does n't change. CARL HANRATTY -LRB- CONT'D -RRB- Next slide, please. FBI AGENT The remote thing is broken. You'll have to do it by hand. Carl reaches in and turns the slide. CARL HANRATTY -LRB- CONT'D -RRB- What he's doing is opening checking accounts all over the country, then changing the micker ink routing numbers on the bottom of those checks. CLOSE ON THE FACES OF THE FIVE FBI AGENTS, looking bored as they all listen to Carl, having no idea what he's talking about. Some of the agents are yawning, while other are doodling at their desks. CARL HANRATTY -LRB- CONT'D -RRB- This is a map of the 12 branches of the U.S. Federal Reserve. The optical scanners at the bank read the numbers on the bottom of a check -- then ship the ch eck to the corresponding branch. SPECIAL AGENT WILKES Carl, for those of us not familiar with bank fraud, would you mind telling us what the h ell you're talking about? CARL HANRATTY The East Coast branches are numbered seven through twelve, the midwest four, five, and six... SPECIAL AGENT WILKES You mean to say that those numbers on the bottom of a check actually mean something? CARL HANRATTY Yes. And if you change a number one to a number nine -- a check cashed in New York wo n't be sent to the East Coast Reserve -- but will be re- routed all the way to California. The bank wo n't know the check has bounced for two weeks, which means -LRB- CONTINUED -RRB- CARL HANRATTY -LRB- CONT'D -RRB- this guy can stay in one place -- rob the same banks over and over. The AGENTS literally scratch their heads, trying to follow. SPECIAL AGENT WILKES And this is why you called for an emergency briefing? Because of a couple of bounced checks? Laughter from the other Agents as Carl tries to smile. CARL HANRATTY Sean, I was hoping to get-some back- up on this. SPECIAL AGENT WILKES You want my wife to help you? She's the one who balances the checkbook at home?

INT. - RENTAL CAR. - LO S AN GELES. - DAY SUPER : HOLLYWOOD, CAL IFORNIA - JULY, 1964 FBI AGENTS AMDURSKY AND FOX are driving with Carl through Hollywood. Fox sits in the back holding a street map. AMDUR SKY I'm wearing a red dress an d high heels, running through this park and chasing these two Puerto Rican's with a suitcase filled with marijuana and I reach for my radio to call for back-up, but the radio is stuck in my bra... Carl turns up the volume on the radio, keeps his eyes on the road as he drives. AMDURSKY -LRB- CONT'D -RRB- That's a funny story. People always laugh at that story. CARL HANRATTY Let me ask you something, Amdursky. if you had so much fun working undercover, why did you transfer into bank fraud? AGENT AMDURSKY I did n't transfer. I was demoted. -LRB- off Carl's look -RRB- Demoted is the wrong word. It was more like-punished. I screwed up in the field. CARL HANRATTY What about you, Mr. Fox? Did you fuck up in the field and get punished? FOX No. I've never worked in the field before. I was in the L.A. public relations office, but we were shut down after the riots. CARL HANRATTY That's just great. I ask for backup, they drag the bottom of the Pacific. AMDURSKY Can I ask you mething, Carl? How come you're s o s erious all the time? CARL HANRATTY Does it bother you? AGENT AMDURSKY Yes. It bothers me. CARL HANRATTY Does it bother you, Mr. Fox? FOX A little, I guess. CARL HANRATTY Would you guys like to hear me tell a joke? AGENT AMDURSKY Yeah. We'd love to hear a joke from you. CARL HANRATTY Knock Knock. AGENT AMDURSKY Who's there? CARL HANRATTY Go fuck yourselves.

INT. - TROPICANA MOTEL. - HOLLYWOOD. - DAY The unmarked FBI SEDAN pulls up to TWO STORY MOTEL on the SUNSET STRIP. Carl, Amdursky and Fox walk into the motel office, all in black suits and sunglasses.

INT. - TROPICANA MOTEL.- LOS ANGELES. - DAY Carl approaches the front desk of the motel, where the OWNER stands in front of a fan. MOTEL OWNER He's been here two weeks, written lots of checks. The one that bounced was for twenty dollars, and he took care of it right away. CARL HANRATTY Nobody is goin to blame you. The bank called u s. He's probably not the man we' re lo oking for. MOTEL OWNER I do n't want m y custom ers harassed. He took care of it. CARL HANRATTY Do you have any of th e checks he's written you? MOTEL OWNER He gave me one yesterday. The owner takes a check out of the register, hands it to Carl. Carl stares at the check for a BEAT, slowly starts to smile. CARL HANRATTY I do n't believe it. You guys stay here, watch the front. AMDURSKY Stay here? This guy's a check forger, a goddamn paperhanger. He does n't even carry a gun. FOX Why ca n't we go with you, Carl? CARL HANRATTY Just be quiet and watch the front. And if you're good, I'll take you both for ice cream when we're finished.

EXT. - TROPICANA MOTEL. - LOS ANGELES. - DAY 86 CARL HANRATTY walks through the busy pool area of the motel, passing a few FLIGHT ATTENDANTS who are sitting by the tiny pool. Carl makes his way up the main stairwell.

INT. TROPICANA MOTEL - HALLWAY. - DAY 87 Carl walks through a fire door with his gun leading the way. CLOSE ON ROOM 212 at the end of the second floor hallway, the DO NOT DISTURB SIGN hanging off the door. Carl slowly makes his way down the hall, passing a MAID wh o i s about to scream -- until he shows her his badge and vio lently motions for her to hide inside a room. Carl creeps along the w all, hi s gun straight out, his face covered in sweat. He free zes when he hears a door creak, his breathing labored as the front of ROOM 212 slowly swings open and Frank walks into the hallwa y, He wears a dark brown suit and holds a black suitcase CARL HANRATTY Freeze! FBI! Do n't you move! Put your hands on your head or I'll shoot you! Frank slowly turns to face Carl. The two men stare at each other for a BEAT. FRANK Relax, buddy, you're late. My name is Barry Allen, Secret Service. Our boy just tried to climb out the window -- my partner has him cuffed in the alley downstairs. CARL HANRATTY Secret Service? What are you talking about? Keep your hands in the air. FRANK You think the FBI are the only ones tracking this guy. We've been following a paper trail for months, almost had him in New York. Would you mind taking that gun out of my face, it makes me nervous. CARL HANRATTY Let me see some identification. FRANK Here. Take my whole wallet. Frank throws his wallet to Carl, who catches it with his free hand, but does n't open it. FRANK -LRB- CONT'D -RRB- You want my gun, too? Come over here and take my gun! Frank opens his jacket, but not wide enough for Carl to see that he's not armed. F RANK -LRB- CONT'D -RRB- Are you gon na lower that weapon? We're supposed to be on the same team. Carl hesitates, then slowly l owers his gun and holsters it. CARL HANRATTY I'm sorry. I got a little carried away. I did n't expect Secret Service on this. FRANK Counterfeiting is our thing. CARL HANRATTY I know. I know. I just was n't expecting... FRANK Do n't worry about it. -LRB- showing him the briefcase -RRB- This is his typewriter. I'm gon na go lock it in my trunk. Do me a favor and guard his room for a minute. Frank starts moving toward the back stairwell. FRANK -LRB- CONT'D -RRB- And yell down to my partner in the alley -- tell him I'm on my way. Frank starts to walk down back stairwell. He looks back at Carl, who stands at the front of room 212. FRANK -LRB- CONT'D -RRB- What's your name, anyway? CARL HANRATTY CARL HANRATTY. FRANK Tough luck, Carl. Five minutes earlier and you would have landed yourself a pretty good collar. Frank starts walking down the stairs. CARL HANRATTY Wait. Frank stops, slowly turns back to Carl CARL HANRATTY -LRB- CONT'D -RRB- Your wallet. FRANK Hang onto it for a minute, I trust you.

EXT. - TROPICANA MOTEL. - LOS ANGELES. - DAY Frank walks downstairs, opens the EMERGENCY EXIT that leads to a back alley. He looks both ways, then starts to run toward HOLLYWOOD BOULEVARD.

EXT. - ROOM 212. - MINUTES LATER. CARL HANRATTY is guarding the entrance of room 212. He's standing tall, almost at attention. After a BEAT he looks down at the wallet in his hand, his mind starting to consider a single horrible thought.

INT. - FBI OFFICES. - WASHINGTON. - DAY CARL HANRATTY is sitting in the office of Special Agent Wilkes, the office window facing out on the Washington Monument. SPECIAL AGENT WILKES I've cleared Amdursky and Fox in this John Doe thing. CARL HANRATTY Thanks, Sean. It was my call all the way. SPECIAL AGENT WILKES Sometimes we all get a little lost out there. No shame in being rusty. You want to talk about it? CARL HANRATTY Not really. I made a mistake. SPECIAL AGENT WILKES Forget about it. There are hundreds of John Doe's out there. CARL HANRATTY Yeah, but I'm gon na get this one. The worst thi ng a paperhanger can do is show his face. I saw him, I heard his voice -- there's nothing for him to hide behind. SPECIAL AGENT WILKES Just be careful, Carl. You've got 12- years in, nobody bothers you down on the first floor. You practically wrote the book on bank Fraud, and that's good enough to make you F-4 some day. There's no reason to put yourself in this type of position. CARL HANRATTY what position is that? SPECIAL AGENT WILKES The position of being humiliated. Carl stares at Wilkes, slowly stands and heads for the door. He's about to leave when he turns and looks back at Wilkes. CARL HANRATTY Hey, Sean, you want to hear a joke? SPECIAL AGENT WILKES Sure. CARL HANRATTY Knock knock.

INT. - WALDORF ASTORIA HOTEL. - NEW YORK. - NIGHT A ROOM SERVICE WAITER opens a metal lid on a serving tray, revealing a huge steak and french fries. FRANK Do you have any ketchup, Richard? WAITER It's in the little bowl, Mr. Williams. FRANK Thanks. Here ya go. Keep the change. Frank takes a crumpled fifty dollar bill out of his pocket, hands it to the waiter. WAITER Thank you very much, Mr. Williams. FRANK Richard, this is a huge seak. Do you want some? WAIT ER I would, but my sh ift is over. I'm going home to my ki ds. But thank you for asking, Mr. Williams. And merry Christmas. FRANK Merry Christmas.

INT. - FBI FINGERPRINT LAB. - WASHINGTON D.C. - NIGHT CLOSE ON A FINGERPRINT UNDER A MICROSCOPE -- WE SEE ONE PRINT AFTER ANOTHER. CARL HANRATTY is looking through a giant PRINT BOOK -- tediously searching for a match. Carl is alone in the fingerprint lab, where a pathetic looking Christmas tree sits in the corner of the room. The phone rings, and Carl quickly answers. CARL HANRATTY -LRB- ON PHONE -RRB- This is Hanratty. Merry Christmas. INTERCUT WITH SC FRANK Hello, Carl. CARL HANRATTY Who is this? FRANK Barry Allen, Secret Service. Carl sits up at his desk, grabs a pencil and paper. CARL HANRATTY John Doe 2172? FRANK I've been trying to track you down for a couple of hours. Did you know that most people in the FBI have no idea who you are or what you do? CARL HANRATTY What do you want? FRANK I wanted to apologize for what happened out in Los Angeles. CARL HANRATTY Fuck you. Do n't y u apolog ize to me. I'm the one that's gon na pu t you in jail. FRANK Carl, do you always work on Christmas Eve? Carl looks around the room before he answers. CARL HANRATTY I volunteered, so that men with families could go home early. FRANK You were wearing a wedding ring in L.A.. I thought maybe you had a family? CARL HANRATTY No. I've never been married. FRANK How come? CARL HANRATTY You want to talk to me, let's talk face to face. FRANK Okay. I'm at the Waldorf Astoria in Manhattan. Suite 3113. Carl starts to write this down, then suddenly stops himself. CARL HANRATTY You think you're gon na get me again, do n't you? You'd love for me to send twenty agents out on Christmas Eve to barge into that hotel, break down doors so you can make a fool out of me again? FRANK Carl, I'm sorry if I made a fool out of you. CARL HANRATTY Goddamn it, d o n' t you feel sorry for me. The tru th is, I knew it was you. Maybe I didn't pull the trigger, but I knew. FRANK People only know wh at you tell them. CARL HANRATTY Then tell me something. How did you know I would n't look in the wallet? FRANK The same reason the Yankees always win. Nobody can keep their eyes off the pinstripes. CARL HANRATTY The Yankees win because they have Mickey Mantle. FRANK I have to go. I'm catching a flight in two hours. Merry Christmas, Carl. CARL HANRATTY You did n't call to apologize, did you Barry Allen? FRANK What do you mean? CARL HANRATTY You've got no one else to call. Carl hangs up the phone. He cups his hands to his face, then stares at a picture of his WIFE AND DAUGHTER -- which sits on the desk in front of him.

INT. - WALDORF ASTORIA HOTEL. - ROOM 93 Frank slowly hangs up the phone. He walks over to the chair in the room, picks up his Pilot's Cap and puts it on.

INT. - LAS VEGAS SAVINGS AND LOAN. - DAY 94 Frank stands across from a NEW ACCOUNTS MANAGER at a LAS VEGAS BANK. NEW ACCOUNTS MANAGER You account balance will be three hundred dolls Mr. Williams. And these are y ou r t emporary checks. FRANK What if I want to make a deposit? NEW ACCOUNTS MANAGER Just take a deposit slip off the counter, then fill in your name and the amount you wish to Desposit. FRANK I do n't need to fill in my account number? NEW ACCOUNTS MANAGER At Nevada Savings and Loan, we treat our customers by name instead of by number. Frank walks over and stares at the deposit slips. He grabs A THICK STACK and shoves them into his coat.

INT. - CAESAR'S PALACE HOTEL. - NIGHT 95 CLOSE ON A DEPOSIT SLIP AS IT'S FED INTO THE MICKER MACHINE. When the deposit slips comes through the other side, WE SEE a NINE DIGIT ACCOUNT NUMBER printed on the bottom. Frank sits on the edge of his Las Vegas hotel room -- HUNDREDS OF DEPOSIT SLIPS COVERING THE BED.

INT. - NEVADA SAVINGS AND LOAN. - DAY Frank walks into the bank, casually switches his stack of deposit slips with the ones on display.

INT. - FBI OFFICES. - WASHINGTON D.C. - DAY CARL HANRATTY uses a slide projector as he files a report in front of TEN AGENTS. CARL HANRATTY I'm calling it `` The Switch.'' Next slide. The slide does n't change. CARL HANRATTY -LRB- CONT'D -RRB- Next slide! FBI AGENT You have to hit the thing on the side a few times. Joe hits the slide projector, and the slide changes. CARL HANRATT Y Barry Allen 2172 took two red and fifty deposit slips from Nevada Savings and encoded his account number on the bottom of each one. SPECIAL AGENT WILKES Wait a second, Carl. Those slips do n't even have his name on them. CARL HANRATTY The bank scanners read the micker ink before they read pen ink. So even though those deposit slips are filled out correctly, each person who made a deposit that day was actually putting money into his account. SPECIAL AGENT WILKES How much did he get? CARL HANRATTY Forty-six thousand, four hundred and' twelve dollars. It was the second largest bank robbery in the history of Las Vegas.

INT. - PAN AM BUILDING COMMISSARY. - DAY 98 Paul Mulligan sits across from Frank eating lunch. Frank is dressed in school clothes and holding a notebook. FRANK What's the fuel consumption of a 707 in flight? MULLIGAN Kid, I'm really not in the mood for this today. That damn Skywayman is driving me crazy. There was another article. FRANK Who's The Sk ywaym an? Mulligan hands Frank a copy o f the NEW YORK TIMES. MULLIGAN Some nut flying around the country posing as a Pan Am pilot. The Times has has devoted a weekly coloumn to him. Frank stares down at the TIMES, h is e yes wide as he stares at the headline : SKYWAYMAN VISITS WASHINGTON : ELUSIVE PHONY STILL FLYING THE FRIENDLY SKIES. FRANK The Skywayman... MULLIGAN I keep telling them it's not my problem. He does n't fly on Pan Am planes -- he flies on everybody else. The damn paper is in love with this clown -- they call him the James Bond of the sky. FRANK Did you say James Bond?

INT. - MOVIE THEATER. - NIGHT Frank is sitting in a movie theater watching GOLDFINGER, his eyes glued to the screen. He's eating a box of popcorn, a big smile on his face as he stares up at SEAN CONNERY.

INT. - CLOTHING STORE. - DAY Frank is wearing a three button black suit with a sweater vest and narrow black tie. He's looking at himself in a full length mirror, with a SALESMAN standing behind him. FRANK And you're sure this is the suit? SALESMAN Positive. That'.s the same.one he wore in the movie. FRANK Okay. I'll take three. SALESMAN Now all you need is one of those little Fore ign sports cars he drives.

INT.  - FINGERPRINT LAB. - DAY The lab is packed with AGENT who a re searching for a fingerprint match. CARL HANRATTY lift s his head from a microscope, rubs his eyes. FOX Carl, I got something! Carl rushes over to Agent F o x, who is holding up TWO SETS OF FINGERPRINTS. FOX -LRB- CONT'D -RRB- I was looking through the wanted criminal file, and there it was! Look at that! Carl takes the file from Fox and opens it. CARL HANRATTY The Skywayman. Holy shit, a perfect match. AMDURSKY They describe The Skywayman as a thirty-year-old -- dark hair -- six- feet -- same fucking guy! CARL HANRATTY It does n't make any sense. A thirty- year-old has to register for the draft, which means his prints have to be here. FOX Maybe there's a reason he did n't register. He could have a wooden leg for all we know. Maybe he was born in Peru and he's not an American CITIZEN- CARL HANRATTY Maybe he's not thirty. Somebody call New York, get a list of juvenile runaways from the NYPD. AMDURSKY Why New York? CARL HANRATTY He said something about the Yankees.

EXT. - PAULA ABAGNALE'S HOME. LONG ISLAND. - MORNING TEN FBI AGENTS have surrounded a TWO STORY HOME IN LONG ISLAND. CARL HANRATTY, wearing a black hat and black overcoat, is knocking on the door with Amdursky and Fox. Paula answers with a cigarette in her hand. CARL HANRATTY Good morning, ma'am, we're the FBI Agents who called. PAULA Yes. I've been waiting. I hope you're all hungry. I made biscuits.

INT. - PAULA'S HOME. - LONG ISLAND. - MORNING Paula sits on the living room couch pouring three cups of coffee. There is a tray of BISCUITS on the table in front of her. PAULA My husband is a lawyer. Paula motions to a FRAMED PICTURE of Jack Wright. PAULA -LRB- CONT' D -RRB- He advised me not to speak to you. So I'd appreciate it if you did n't mention this to him. CARL HANRATTY Of course, Ma'am. Do you have a current address for your ex-husband, Frank Abagnale? PAULA No. He moves around a lot these days. How are those biscuits? AMDURSKY Very good. CARL HANRATTY Ma'am, you filed a police report last year for a juvenile runaway named Frank Abagnale, Jr. Carl hands her a copy of the police report. PAULA Is Frankie okay? CARL HANRATTY Your son is forging checks. PAULA He's forging checks? That's why you're here? -LRB- LAUGHING -RRB- Half the kids his age are on dope, throwing rocks at police, and you're scaring me to death because my son is forging checks? CARL HANRATTY What he's doing is a federal offense. PAULA -LRB- CONT'D -RRB- A young boy has to eat, has to have a place to sleep. What do you want him to do? His father ca n't help him. -LRB- CONTINUED -RRB- Paula gets off the couch and grabs her purse. PAULA -LRB- CONT'D -RRB- I'm working part-time now at the Church. Just tell me how much he owes and I'll pay you back. Paula takes out her CHECKBOOK. CARL HANRATTY So far it's about two million dollars.

INT. - DALLAS BANK - DALLAS. - DAY 104 LUCY, one of the BANK TELLERS we met earlier, sits in her office. CARL HANRATTY and the other agents open up the BUCKLEY SCHOOL HIGH SCHOOL YEARBOOK. On a page marked, SOPHOMORES, Carl points to tiny black and white picture of Frank wearing a coat and tie. LUCY Yes, Sir, that's him. But I did n't know he was sixteen! I swear to God I did n't know! Carl gets out of the c ar, cl oses the door on Lucy and smiles at Amdursky and Fox. CARL HANRATTY We got him.

EXT. - JFK AIRPORT. - DAY Frank is wearing his James Bond s uit she pulls up to the airport in a German sports car. He parks the car and jumps out of the convertible, leaving the keys in the ignition.

INT. - JFK AIRPORT. - DAY Frank is walking through the airport, eyeing several UNIFORMED COPS who are scattered throughout the terminal, all holding the yearbook picture of FRANK. Frank sees FOUR UNDERCOVER COPS walking toward him, then sees TWO DETECTIVES checking the identification of a PAN AM PILOT. Frank nervously steps into the NEWSSTAND, hides behind a magazine rack as he slowly reaches up and takes off his Pilot's cap and sunglasses. FRANK -LRB- V.O. -RRB- Dear Dad. I'm no longer an airline pilot for Pan Am. I'm now an FBI Agent working undercover for the -LRB- CONTINUED -RRB- FRANK -LRB- V.O. -RRB- -LRB- CONT'D -RRB- United States government. How are you? Please get in touch with Joanna Carlson at Monroe High School, and tell her that I wo n't be able to go to the Junior Prom with her. Frank is staring at the cover of PLAYBOY MAGAZINE. He smiles as he reads the headline : RIVER BEND -- THE BEST SINGLES COMPLEX IN AMERICA

EXT. - RIVER BEND APARTMENT COMPLEX. - ATLANTA. - DA Y SUPER : ATLANTA, GEORGIA AUGUST 1964 A sprawling APARTMENT COMPLEX that lines a picturesque golf course. There are two swimming pools, tennis courts, but most of all -- WOMEN. Everywhere you look, there are women walking the grounds, swimming, playing tennis. Frank is carrying the MICKER BANK MACHINE into his apartment, passing TWO WOMEN in bikinis. FRANK Hello, ladies. I see the tomatoes are ripe this afternoon. WOMAN BY THE POOL What is tht thing, Frank? FRANK This is a micker encodi ng m achine. It's what banks use to print numbers on checks. I collect them. WOMAN #2 Very cool. Where's the party tonight? FRANK I'm doing fondue at my place.

INT. - FRANK'S APARTMENT. - NIGHT CLOSE ON A bubbling FONDUE POT with skewers lining the rim. The apartment is packed with men and women who are drinking, smoking pot, and eating fondue. R.B.WOMAN #1 Frank, this is great fondue. FRANK Thanks. Did you see my new phonograph system? It's reel-to-reel, the best sound system you can buy. Frank motions to the phonograph system in the living room, with giant speakers against the walls. R.B. WOMAN #2 I still want to see that bedroom of yours. I hear you have thirty suits. FRANK Thirty-one. Come on, everyone, I'll show you my closet!

INT. - FRANK'S BEDROOM. - NIGHT 109 Frank is standing in front of the master walk-in closet. His bed is round, -and there are mirrors on the ceiling. FRANK Okay, you guy s r eady? Frank throws open his'' c doors, revealing FOUR ROWS of SUITS, all different st all arranged by color. R. B. WOMAN #1 Whoa, look all tho se suits! FRANK Some of those Manhattan Eag le suits were three hundred dollars. And those shoes are Stacy-Adams slip-ons. R.B. MAN #2 I did n't know the FBI.paid so well. A drunk WOMEN comes running into the bedroom. R.B. WOMAN #3 Come quick. Lance just fell into the conversation pit.

INT. - MARIETTA GENERAL HOSPITAL. - ATLANTA. - NIGHT Frank walks through the hospital, looking into rooms, smiling at patients. He walks toward a RECEPTION DESK, sees a YOUNG DOCTOR yelling at BRENDA STRONG, 17, a thin, awkward looking candy striper with her hair in a bun and braces on her bottom teeth. YOUNG DOCTOR These bottles need to be labeled when you pick them up. Do you realize what would happen if they got mixed up -- do you understand how dangerous this is? Do n't stand there crying, just nod your head and tell me you wo n't do it again! Brenda nods her head, quickly walks away from the Doctor and sits behind the RECEPTION DESK. She buries her head and starts to write a letter, her body still sobbing as Frank walks up to her. FRANK Are you okay? Brenda looks up at Frank, her eyes and nose puffy from crying. She covers her mouth when she talks. BRENDA He told me to ck up the blood, so I did. He nev er told me to label it. FRANK It's okay. What's your name? BRENDA Brenda. FRANK Brenda, I would n't worr y about it. These Doctors do n't know everything. BRENDA It's my first week. I think they're going to fire me. FRANK No. Nobody will fire you. I'll bet you're good at your job. BRENDA No, I'm not. FRANK I'll bet if I asked you to check the status of my friend, Lance Applebaum, you could do that in a second. He hurt his foot tonight. Brenda grabs a chart, starts to read it out loud. BRENDA Mr. Applebaum fractured his ankle. Doctor Ashland is treating him in exam seven. FRANK See that. No problem. Brenda smiles, covering her mouth. BRENDA This is the emergency chart. See the blue star, that means the patient has been diagnosed. After he's treated, we put a red circle here. FRANK How do you like those braces? Brenda looks embarrassed as she stares at Frank. BRENDA I guess they' re okay. FRANK I got mine off last year. Frank smiles wide, showing Brenda his teeth. FRANK Mine were bottoms. I h ated t hem. I still have my mouth guard. BRENDA You have really nice teeth. FRANK And you have a pretty smile. Brenda tries not to smile, shaking her head and covering her face. FRANK -LRB- CONT'D -RRB- I'm serious. I think those braces look really good on you. Brenda starts to blush as she continues to write her letter. FRANK -LRB- CONT'D -RRB- What are you writing? BRENDA A letter to Ringo. FRANK What does it say? BRENDA I ca n't tell you. I'm embarrassed. FRANK Come on. What does it say? BRENDA It says I love him. Pretty stupid, right. Ringo Starr is never going to read my letter. Frank stares at Brenda, starts to smile as she puts her letter in a drawer. FRANK Brenda, do you know if they're hiring at the hospital? BRENDA I'm not sure. What do you want to do? FRANK I'm a doctor.

INT. - JOHN GRANGER'S OFFICE. - TAL. - DAY Frank is sitting across from JOHN GRANGER, 60's, the HOSPITAL ADMINISTRATOR, who is reading over a RESUME. GRANGER Harvard Medical School, top of your class, Children's Hospital of Los Angeles, Peace Corps volunteer in North Africa. A pretty impressive resume, Doctor Connors? Why do you want to work here? FRANK I came to Atlanta to relax, to get away from my practice for a year. But to be honest, I'm a little bored out at River Bend. GRANGER Unfortunately, the only thing I need is an emergency room supervisor for my midnight to eight shift, someone to baby-sit six interns and thirty nurses. But I doubt you'd be interested in that. FRANK Would I get to pick my own nurses?

INT. - FRANK'S APARTMENT. - RIVER BEND. - NIGHT Twenty people are partying in the living room.

INT. - FRANK'S BEDROOM. 113 Frank is lying on his bed making a phony MEDICAL SCHOOL DIPLOMA. He's using a HARVARD BROCHURE to guide him as he carefully places the STICK-ON letters on the aged paper. A WOMAN walks into the bedroom. TRACY Are you coming out or not? FRANK Tracy, do you know any latin?

INT. - CONFERENCE ROOM. - D AY Frank is sitting in front of DO CTER G RANGER and FIVE DOCTORS, all of whom are looking over FRA NK' S FILE, which consists of the fake HARVARD MEDICAL SCHOOL DIPLOMA -- fake letters of recommendation from CHILDREN'S HOSPITAL OF LOS ANGELES, and a fake CALIFORNIA MEDICAL LICENSE. DOCTOR GRANGER Doctor Connors, here is your temporary license, which allows you to practice medicine in the state of Georgia for up to one year. And now let me be the first to say, welcome to Marietta General.

EXT. - HOSPITAL. - NIGHT Frank is standing in front of the thirty CANDY STRIPERS, NURSES and INTERNS who will be working under him during the night shift. He wears Doctor's whites, holds a clipboard as he takes roll. FRANK Brenda Strong? He smiles at Brenda, who covers her mouth as she smiles back. BRENDA Here. FRANK Doctor Paul Ashland. DOCTOR ASHLAND Sir... will you be taking role every night? FRANK Yes. And if you're going to be late, I suggest you bring a note.

INT. - HOSPITAL CORRIDOR. - NIGHT Frank walks down along hospital corridor holding his clipboard, passing sever al NURSES in the hall. NURSE -LRB- FLIRTING -RRB- Good evening, Doctor Connors. FRANK Button your shirt, Burse Frances. I can see you bra strap. This is a hospital, not a sororit y.

INT. - FRANK'S APARTMENT. - NIGHT. ON A BLACK AND WHITE TV, DR. KILDARE approaches a hospital bed. DR. KILDARE -LRB- ON TV -RRB- Any change in the patient, Doctor Marks? DOCTOR MARKS -LRB- ON TV -RRB- Doctor Kildare, I think we should try the shock therapy before it's too late. Frank sits alone in his apartment eating popcorn and watching DR. KILDARE on TV. DOCTOR KILDARE -LRB- ON TV -RRB- Doctor White, do you concur? DOCTOR WHITE -LRB- ON TV -RRB- Yes. I concur.

EXT. - FRANK'S OFFICE. - HOSPITAL. - NIGHT. The name on the office door reads FRANK CONNORS, M.D.. Frank sits at his desk in front of a brand new IBM ELECTRIC TYPEWRITER. He is making COUNTERFEIT CHECKS for himself as Brenda walks in holding a clipboard. BRENDA Doctor Connors, you need to sign these. Brenda walks in and hands him the clipboard. Frank starts to scribble on the charts, the way Doctor's scribble out prescriptions. BRENDA -LRB- CONT'D -RRB- Do you notice anything different about me, Doctor Connors? Brenda smiles, but does n't cover her mouth. FRANK You got your brace o ff! Let me see. Frank moves toward her, st ares at her bottom teeth. BRENDA I kept trying to show you al l night. FRANK Did it hurt when they took them off? Mine felt so weird after. BRENDA I keep rubbing my tongue over them. I ca n't stop. It's so slippery. FRANK It feels good, does n't it? BRENDA Yes_ It feels incredible. Frank leans toward Brenda, gently starts to kiss her. As the passion increases WE HEAR the HOSPITAL P.A. SYSTEM. P.A. OPERATOR Doctor Connors, please come to Emergency. Doctor Connors to Emergency. Frank continues to kiss Brenda. BRENDA Should n't you go? FRANK There's a staff Doctor in the emergency ward. BRENDA What if he's in surgery? FRANK Do you really think I have to go?

INT. - HOSPITAL ELEVATOR. - DAY 119 Frank nervously paces in the elevator, taking deep breaths as he tries to calm d own.

INT. EMERGENCY ROOM. - NIGHT The elevator doors open, a nd Frank slowly walks into the EMERGENCY WARD, where Nurses are rushing toward a closed curtain. EMERGENCY N URSE In here, Doctor Connors. Frank walks toward a closed curtain, stands in front of a bed and forces himself to look-'He sees a blood splattered sheet and three young INTERNS standing over the leg of an ELEVEN-YEAR-OLD BOY. FRANK Well, what do we have here? DOCTOR ASHLAND Bicycle accident. A fracture of the tibia, about five inches below the patella. Frank stares at the boy's face, trying not to look at the open wound. FRANK Doctor Hollis, do you concur? DOCTOR HOLLIS Concur with what, Sir? FRANK What Doctor Ashland just said. DOCTOR HOLLIS -LRB- CONFUSED -RRB- Well, it was a bicycle accident. The boy told us. FRANK So you concur? DOCTOR HOLLIS Well, I'm not sure we can... DOCTOR ASHLAND I think we should take an x-ray, then stitch him up and put him in a walking cast. FRAN K Very good, Doctor Ashland. You do n't seem to have much need for me. Carry on. Frank walks out, and Doctor Hollis shaes his head, clearly upset. DOCTOR HO LLIS I blew it, did n't I? Wh y did n't I concur? I panicked!

INT. - HOSPITAL MEN'S ROOM. - NIGHT. Frank walks into the MEN'S ROOM, steps into an empty stall and immediately starts to throw up.

INT. - FRANK'S APARTMENT. - RIVER BEND. - NIGHT 122 Frank is writing a letter at his electric typewriter. He pulls it out and reads it over, then takes out a pen and signs the name RINGO STARR.

INT. - HOSPITAL. - NIGHT 123 Brenda is running through the halls holding the letter. BRENDA He wrote me back. Ringo wrote me back! Doctor Connors, come quick! I got a letter from Ringo Starr, he signed his name and said I was his biggest fan!

INT. - HOSPITAL CAFETERIA. - NIGHT 124 Frank is sitting across from Brenda in the cafeteria. BRENDA I bought you a present. Brenda hands him wrapped present. BRENDA -LRB- CONT'D -RRB- Open it. Frank quickly opens the box, takes out a TINY GOLD DOCTOR'S CADECUS. BRENDA -LRB- CONT'D -RRB- I see all the other doctors doctors wearing them. I figure you left yours back in San Diego. It's gold plated. Frank slowly takes the Cadecus. BRENDA Now when you're walki ng around the hospital, you'll feel l ike the real thing. She pins the Cadecus on his lapel, and Frank ca n't help but smile. FRANK Brenda, I want to go away with you. I'll take you anywhere you want to go. BRENDA I have n't really been anywhere. FRANK Just name the place, and we can go. Africa, Egypt, it does n't matter. BRENDA Can we go to Liverpool. FRANK Where's Liverpool? BRENDA It's where the Beatles are from in Europe. FRANK Okay. We'll go to Liverpool. BRENDA You're joking, right. We're not really going to Liverpool, are we? FRANK Brenda, how would you like to be head nurse at the hospital? is BRENDA But I'm not a nurse. I'm a candy striper. FRANK We'll get y ou nurses uniform. Nobody will know the difference. I'll make the announcement tomorrow. BRE NDA They'll laugh at m e Frank, please do n't make me the he ad nurse. Promise me you wo n't do that, I ca n't even give a shot. FRANK Just think about it, Brenda. You and I could run this hospital one day.

EXT. - FRANK SR.'S EASTCHESTER APARTMENT. - DAY 125 CARL HANRATTY is eating a slice of pizza as he talks with the LANDLORD of the apartment building. CARL HANRATTY I just need to go inside and take a quick look around? LANDLORD He's at work, so search all you want. But if you find any money in there, it belongs to me.

INT. - FRANK SR'S EASTCHESTER APARTMENT. - DAY 126 CARL HANRATTY is walking through the two bedroom apartment. There's a bed pushed against the wall, stacks of drafting paper, envelopes, and other STATIONERY SUPPLIES lying around the room. WE SEE a black and white picture of Paula and Frank Sr. sitting on the front of a U.S. ARMY TANK. Carl takes Frank Sr.'s black briefcase off the shelf and flips it open. He reaches inside and pulls out a stack of POSTCARDS -- all sent by Frank to his father. Carl smiles as he flips over the postcard, stares down at a picture of CLARK GABLE and VIVIAN LEIGH.

EXT.NT. - EASTCHESTER PHONE BOOTH. - DAY 127 Carl is inside a phone booth, dropping dimes into the slot and holding the POSTCARD. CARL HANRATTY He's in Atlan Sean! No, I'm not coming back t o W ashington. I'm going straight to Georgia and I'll meet the team there. Oh, shit, I'm out of dimes. Sean, wait, I'm out of dimes!

INT. - FRANK'S APARTMENT. - RC JEND. - NIGHT. Frank and Brenda are lying in bed together, staring at each other in the ceiling mirrors. FRANK It's okay. You do n't have to cry. BRENDA I'm sorry, I just ca n't do this. FRANK Brenda, it's okay. I do n't care about you being a virgin. I can wait. BRENDA I want to sleep with you. I really do. Brenda sits up, starts getting dressed. BRENDA -LRB- CONT'D -RRB- I have n't told you the truth. I'm not a virgin. I had an abortion two years ago. My parents found out and kicked me out of the house. Brenda covers her face with a pillow, starts to cry. BRENDA -LRB- CONT'D -RRB- I had an abortion, and they said I was n't their daughter anymore. FRANK It's okay. BRENDA Then a few months ago they apologized and said I was their daughter, but I could n't come home for awhile. I'm so sorry, Frank, please do n't be mad. FRANK Do you want me to talk to your parents? Maybe I could straighten things out. BREN DA I ask them all the time but they wo n't let me come h ome yet. My Dad' s a lawyer, and he and I have this contract. He calls it a verbal agreement. FRANK What if you were engaged to a doctor, would that change anything? Brenda removes the pillow from her face, stares at Frank. BRENDA What? FRANK What if I went to your parents, spoke to your father and asked his permission to marry you? BRENDA Do n't tease me, Frank. FRANK I'm not teasing. BRENDA You would go home with me to New Orleans? FRANK We can leave right now, never come back.

INT. - RIVER BEND APARTMENT COMPLEX. - ATLANTA. - NIGHT 129 TEN FBI AGENTS burst through the doors of Frank's apartment. CARL HANRATTY is out front, leading the men inside with his guns drawn. FBI AGENT We're clear. It's empty. There's a fondue pot in the kitchen, bean bag chairs in the living room. Carl walks over to the wall -- stares at the framed HARVARD MEDICAL OkHOOL DIPLOMA.

EXT. - MARIETTA HOSPITAL. - NIGHT TEN POLICE CARS, sirens wailing, pull up to the front of the hospital. CARL HANRATTY and hi s men jump out of sedan, sprint into the hospital.

INT. - HOSPITAL. - NIGHT CARL HANRATTY is leading an army of cops down a hallway, holding ; I the Harvard Diploma in his hand. They make their way to the front of a door marked : FRANK CONNORS, M.D.. CARL HANRATTY Okay. Kick it in. The Agents kick down the door, and CARL HANRATTY walks into the office, stares at an electric typewriter that is humming on the desk.

EXT. - BRENDA'S PARENTS' HOUSE. - NEW ORLEANS. - NIGHT 132 A WHITE CADILLAC is parked in the driveway of a large, two story house.

INT. - BRENDA'S PARENTS' HOUSE. - NIGHT 133 Frank, dressed in a plain white suit, sits at the dinner table with Brenda and her parents, ROBERT and CAROL STRONG. The house is old and warm, the table jammed with food. ROBERT Doctor Connors, are you a Lutheran? FRANK Yes, Sir. I'm a Lutheran. CAROL Have you been to New Orleans before, Doctor? FRANK No, Ma'am. This is my first time. And please, call me Frank. ROBERT Frank, would you like to say grace? Frank stares at Brend and her parents, who bow their heads. He hesitates for a B EA T, WE SEE that he has no idea how to say grace. RO BERT -LRB- CONT'D -RRB- Unless you're not comforta ble. Brenda peeks at Frank, who close his eyes and bows his head. FRANK Two little mice fell in a bucket of cream. The first mouse gave up and drowned, but the second mouse struggled so hard that he churned that cream into butter -- and he walked out. Amen. They all lift their heads, clearly impressed. Robert turns to Frank and smiles. CAROL Amen. That was beautiful. Frank turns to Brenda, gives her a wink.

INT. - BRENDA'S PARENTS' HOUSE. - LIBRARY. - NIGHT 134 Frank stands next to Robert in the library, the two men sipping brandy as they stare at some paintings on the walls. FRANK Who is this? ROBERT President Johnson. FRANK Right. That's very good, Sir. ROBERT It's just a hobby. Every Sunday night I go into the garage, pretend I'm an artist. Sometimes I stay in there for hours, hiding from the world, making a fool out of myself. FRANK No, Sir. You are an artist. ROBERT What about you, Frank? Where do you go when you need to hide? FRANK I just find brenda. And then I do n't need to hide. Robert smiles, hand Franks a cigar. ROBERT Have you decided whic h hospital you want to work at here in New Orleans. FRANK To be honest, I've been thinking about getting back into law. ROBERT What do you mean? Are you a lawyer or a doctor? FRANK Before I went to medical school I passed the bar in California. I practiced law for a year, then decided to try my hand at pediatrics. ROBERT A doctor and a lawyer. I'd say Brenda hit the jackpot. Where did you go to law school? FRANK Berkeley. ROBERT Berkeley. Well, now she's hit the Irish Sweepstakes. Would you be interested in coming to work for an old man who barely made his way through Stanford. My office is desperate for Assistant Prosecutors. FRANK You would give me a job? ROBERT If you're going to marry Brenda, it's the least I can do. FRANK What would I have to do to take the bar here in New Orleans?

INT. - STATE BAR EXAMINE OFFICE. - NEW ORLEANS. - DAY CLOSE ON BERKELEY TRANSCRIPTS, co mplete with Berkeley Logo and stationery. Frank hands the documents to a WOMAN sitting behind a desk, who hands him LO UISIANA BAR EXAM. BAR EXAMI NER Good luck, Mister Conno rs

INT. - AIR FRANCE PLANE. - DAY SUPER : DECEMBER 26. 1967. AIR FRANCE FLIGHT 676. CARL HANRATTY is sitting next to a handcuffed Frank at the back of the plane. Amdursky and Fox are sitting across from them. CARL HANRATTY Look at that. They show movies on planes now. What's next? Frank and Carl stare at a small MOVIE SCREEN thirty rows in front of them. FRANK Are you gon na eat that eclair? CARL HANRATTY Yeah. I'm gon na eat it later. FRANK Do you want to split it? CARL HANRATTY No. Carl moves his eclair away from Frank. CARL HANRATTY -LRB- CONT'D -RRB- You know what I could never figure out, Frank? How you cheated on the bar exam in Louisiana. FRANK What's the difference? CARL HANRATTY Did you have somebody else take the test for you? FRANK I'm going to prison for a long time, Carl? What's the difference? CARL HANRATTY You're right. It's a simple question. I'll figure it out eventually. FRANK You'll never figure it out.

INT. - LOUISIANA DISTRICT ATTORNE Y'S OFFICE - DAY Frank wears a new TAN SUIT and holds a TAN BRIEFCASE as he walks through the busy law office with Brenda's father. ROBERT You'll be working under Phillip Rigby in corporate law, handling small claims made against the state, trespass-to-try-title suits, most of it wo n't get past a pre-trial motion. Frank looks down at his desk, picks up the nameplate which reads : FRANK CONNORS, ASSISTANT PROSECUTOR. ROBERT -LRB- CONT'D -RRB- Why do n't you settle in, organize your desk. We're having lunch with the District Attorney and Governor Davey at twelve-thirty.

INT. - BRENDA'S PARENTS' HOUSE. - NIGHT 138 Frank, Brenda, Robert and Carol are eating popcorn and watching an episode of PERRY MASON on a black and white TV. RAYMOND BURR -LRB- ON TV -RRB- But if you were at your office on the day of the murder, Mr. Darius, then how could you know your wife had left the gate open? Your honor, ladies and gentleman of the jury, this is irrefutable evidence that the defendant is lying!

INT. - NEW ORLEANS COURTROOM. - DAY Frank stands in a small, empty courtroom, presenting a case before a JUDGE AT A PRE-TRIAL HEARING. FRANK I have four letters in my hand that were sent to the defendant's apartment, ea ch one warning him that his building to be sprayed with insecticide, and th at he should cover his belonging s. Your honor, ladies and gentleman of the jury, this is irrefutable evid enc e t h at the defendant is lying! JUDGE Mister Connors, this is p reliminary hearing. There's no defendant, no jury, it's just me. What the hell is wrong with you?

INT. - NEW ORLEANS COURTROOM CORRIDOR. - DAY Frank walks out of the courtroom, where Robert is waiting for him. ROBERT Well? Frank starts to smile. FRANK Case dismissed! Frank shakes Robert's hand, and Robert pulls him close and gives him a hug.

EXT. - NEW ORLEANS GARDEN DISTRICT. - DAY Frank is covering Brenda's eyes with his hands as he slowly walks her toward the front door of a LARGE HOUSE. FRANK Okay. Reach your hand out and feel that. What do you think it is? Brenda reaches out and touches a DOORKNOB. BRENDA What is it, Frank? FRANK It's our front door. I made an offer today. Frank removes his hands, and Brenda looks up at the giant, six bedroom house that sits on a cul-de-sac. FRANK -LRB- CONT'D -RRB- What do you t hin k? BRENDA Oh, God. Oh, my God. Brenda screams as she throws herself at Frank. BRENDA It's so big. Are you sure we can afford it? FRANK We're gon na have it all, Brenda. BRENDA But where will we get the money for a house like this? FRANK The same place everyone gets it. The bank.

EXT. - FRANK'S CADILLAC. -- NIGHT. Frank is parked in front of the airport. He turns to Brenda and gives her a kiss. BRENDA Why do you have to go? FRANK I agreed to speak at this medical conference six months ago. Your father understands. Frank grabs his briefcase and gets out of the car. BRENDA Why ca n't I go with you? FRANK Next time. I promise.

INT. - AIRPORT. - NIGHT Frank walks into the airport, immediately goes to the MEN'S ROOM.

INT. - AIRPORT MEN'S ROOM. - NIGHT Frank opens his briefcase, pulls out his PILOT'S UNIFORM.

INT. - PRINTING SUPPLY SHO P. - NEW JERSEY. - DAY Frank wears a black s uit with a PAN AM pin on the lapel. He stands with the OWNER o f the P RINT SHOP. FRAN K As I stated on the Pan Am has been unhappy for so me t ime about the quality of their expe nse c he ks. we're looking for a new fir m to handle the printing. PRINT SHOP OWNER How large would the order be? FRANK About twenty thousand checks a year. PRINT SHOP OWNER Oh, God, I want that account. What do I have to do to get it? FRANK For starters, why do n't you show me how you make your checks.

INT. - NEW YORK OFFICE BUILDING. - DAY TWO DELIVERY MEN are carrying an I-TEK camera into a small office, where Frank is setting up a large PASTE-UP BOARD. FRANK Just put it anywhere. They set the camera down, AND WE SLOWLY PULL BACK, see that Frank has turned this office into his own print shop- DELIVERY MAN This stuff is heavy. What kind of business you in? FRANK I make checks for Pan Am. Frank motions out the window, where WE SEE THE PAN AM BUILDING directly across the street.

INT. - FRANK'S NEW YORK OFFICE. - LATE Frank is working at the paste-up board, making a 16-by-24 inch copy of a PAN AM EXPENSE CHECK. WE WATCH AS he takes the check and places it directly under the lens of the I-TEK C AME RA. The PLATE ENGRAVING i fib around the drum of the small PRINTING PRESS- CLOSE ON A PAPER CUTER SLICING the edg es off a newly printed PAN AM EXPENSE CHECK.

INT. - FBI BUILDING. - WASHINGTON D.C. SUPER : NOVEMBER, 1965 A large, smoked filled conference room, the drapes closed to block the afternoon sun. CARL HANRATTY holds one of Frank's new checks as he stands before FBI DIRECTOR MARSH, who sits at the head of a long table. Deputy Director Deevers handles the introductions. SPECIAL AGENT WILKES Sir, I've called this briefing to update you on the Frank Abagnale situation. DIRECTOR MARSH Who? SPECIAL AGENT WILKES The Skywayman. Agent Shaye from bank fraud has been the point man on this case, and I'll let him fill you in. Carl walks to the front of the room, stands in front of a SLIDE PROJECTOR. CARL HANRATTY Director Marsh, Frank Abagnale is no longer forging checks. He's moved on to counterfeiting, making his own Pan Am expense checks from scratch. Next slide. The slide changes. CARL HANRATTY -LRB- CONT'D -RRB- The amounts have increased to almost one thousand dollars per check, and the quality, as you can see, is virtually flawless. DIRE CTOR MARSH How much ha s he sto len so far? CARL HANRATTY Our latest estim ates is about three and a half million dollar s. He's now the most successful robber in the history of the Un ited St ates. DIRECTOR MARSH is holding one of Frank's checks, running his hands along the printed blue and white surface. DIRECTOR MARSH And how close are you to getting him? CARL HANRATTY Sir, with your help I feel an arrest could come at any time. We believe he could be in New Orleans. DIRECTOR MARSH I'll give you thirty more agents and I'll bump him up to the ten most wanted list. SPECIAL AGENT WILKES Sir, he's only seventeen-years-old. We've never put a child on the ten most wanted list before. What are we gon na tell the President? DIRECTOR MARSH The President keeps his money in a bank. We'll tell him he's fair game like the rest of us.

INT. - VILLAGE INN BAR. - AFTERNOON Frank walks into the bar wearing a black suit. He sees his father sitting in the corner wearing a POSTAL UNIFORM and drinking a beer. The place is filled with the afternoon regulars, all watching TV. Frank walks up to his Dad and sets a DIME in front of him. FRANK How about a little music, Dad? Frank Sr. Reaches out, takes the dime. FRANK SR. Sit down, Frank. I'm so glad to see you. FRANK SR. I took a job. A government job. You see what I'm doing? Do you have a good lawyer? FRANK Dad, I am a lawyer. FRANK SR. Look at this letter. -LRB- handing Frank a letter -RRB- They kicked me out. They took away my membership at the Rotary Club. They accused me of terrible things, made up a list of lies just to keep me out. I'm gon na sue them, a lifetime membership is what I have. I have the plaque, the letters of congratulations. FRANK Has Mom seen you dressed like that? FRANK SR. Your mother does n't know what she wants. FRANK We'll go out together and get you a suit. A new black suit. One of those Manhattan Eagle three button black pearls. FRANK SR. Those are nice. We'll have a drink first. FRANK Dad, I'm getting married in two weeks- I'm buying a sixty thousand dollar house, a new Cadillac. I'm getting it all back, everything they took from us. I wa nt you and Mom to come to the wedd ing t ogether. FRANK SR. Your mother wo n't come. FRANK You have to ask her. You ha ve to fight for her. Promis e me you wo n't let her see you dressed like this. FRANK SR. She wo n't come, because she just had a baby. Frank stares at his father for a long BEAT. FRANK SR. -LRB- CONT'D -RRB- A little girl. She had a little girl.

INT. - MIDWAY AIRLINES COCKPIT. - NIGHT 150 Frank is clearly upset as he sits in the jump-seat, lost in thought. The PILOT gets out of his seat, turns back to Frank. PILOT Were leveled off. You mind taking her for a minute, I need to use the bathroom. Frank stares at the empty seat as the Pilot moves past him. FRANK Wait. What are you doing? PILOT I need five minutes. I'd do it for you. The Pilot walks out of the cockpit, and Frank turns to the CO-PILOT. FRANK He left. CO-PILOT He's got an ulcer. Frank gets out of the JUMP-SEAT, walks over and sits in the PILOT'S SEAT. He looks at the instruments, the WHEEL moving on it's own in front of him. FRANK Auto-pilot, right? CO-PILOT I cna shut it off if you want to take her for a spin. Frank stares out the front window of t he cockpit -- the blackness in front of him - - hi s hands starting to shake as he slowly reaches up and puts his han ds on the wheel -- FRANK Okay. Shut it off. The Auto-Pilot flips the switch, and Frank holds on for dear life as he flies the plane into the darkness.

INT. - CARL HANRATTY'S OFFICE. - NIGHT Carl is sleeping in the chair in his office. The phone rings, and he quickly answers. CARL HANRATTY -LRB- ON PHONE -RRB- This is Hanratty. INTERCUT WITH

I NT. AIRPORT. - NIGHT FRANK Hello, Carl. Merry Christmas. Carl grabs a pad and pencil. CARL HANRATTY I thought you might call. Where are you? FRANK I do n't know, exactly. An airport somewhere. CARL HANRATTY What do you want, Doctor Connors? FRANK Carl, I have n't been Doctor Connors for months now. CARL HANRATTY Fuck you. I' s itting here in my office on C hirstmas Eve, so just tell me what you want. FRAN K It's over. I want it to be o ver now. I'm getting married. I'm settling down. CARL HANRATTY You've stolen four million dollars. t You think we're just gon na call it a wedding present? This is n't something you get to walk away from, Frank. FRANK I want to call a truce CARL HANRATTY There is no truce. You will be caught, and you will go to prison. Where did you think this was going? FRANK Please, leave me alone, Carl. I do n't want to do it anymore. Do n't make me do it anymore- CARL HANRATTY I'm close are n't I? You're scared because I'm getting close. How close am I? FRANK Will you stop chasing me? CARL HANRATTY I ca n't stop. This is my job. FRANK It's okay, Carl. I just thought I'd ask.

INT. - NEW ORLEANS BALLROOM. - FRENCH QUARTER. - NIGHT MARDI GRAS is in full swing. A crush of people walking down BOURBON STREET. CARL HANRATTY is pushing through the crowd of people, Amdursky and Fox next to him as he makes his way into the crowd. Carl motions behind hi m where TWENTY AGENTS quickly split up and start walking thr o ugh Quarter. CLOSE ON FRANK Standing on a HOTEL BALCONY above B ourbon Street, wearing a MASK and watching the FBI AGE NT S as t hey move through the French Quarter. CARL HANRATTY turns and looks up at the balcony, staring right at Frank for a BEAT before he continues through the chaos.

INT. - HOTEL BALLROOM. - DAY An ENGAGEMENT PARTY is going on - - A HUNDRED PEOPLE IN ELABORATE COSTUMES AND GOWNS. Brenda, dressed in a mask and corset, is standing with some girlfriends -- showing them her engagement ring. Frank takes off his mask, and WE SEE the fear in his eyes-as he walks over to Brenda. FRANK Come with me.

INT. - COAT ROOM. - NEW ORLEANS HOTEL BALLROOM.. - NIGHT Frank pulls Brenda into the COAT ROOM. They are surrounded by fur coats, expensive black overcoats, a row of black hats. Brenda kisses him. BRENDA Frank, can you believe this party is for us? FRANK We have to leave, Brenda. You love me, right? I mean, you would love me no matter what? BRENDA Of course. FRANK If I was poor, or sick, or if I had a different name. BRENDA A different name? FRANK A name means n othing, right? My name is Frank Co nnors. That's who I am with you. We al l have secrets. Sometimes when I tr avel, I use the name Frank Williams. That's my secret. BRENDA Frank Williams? FRANK It means nothing -- Frank Williams, Frank Black -- when I'm with you, I'm Frank Connors -- that's all that matters. BRENDA Why are you saying this? FRANK Brenda, I do n't want to lie anymore. I'm not a doctor. I never went to medical school. -LRB- CONTINUED -RRB- Brenda smiles, thinks he's joking. FRANK -LRB- CONT'D -RRB- And I'm not a lawyer or a Harvard graduate or a Lutheran. I ran away from home a year and a half ago when I was sixteen. BRENDA Stop teasing me, Frank. You're Frank Connors, right? You're Frank Connors and you're 28-years-old. Why would you lie to me? Brenda turns to Frank, trying not to get upset. BRENDA -LRB- CONT'D -RRB- Frank, what's your name? I want you to tell me your name. FRANK We'll go to Liverpool. We can live there, Brenda, you and I can live wherever we want. I have money, enough for the rest of our lives. But you're gon na have tru st me. Do you trust me? Do you 1ov e me? BRENDA I love you. FRANK No matter what. Even if I h ave to live in Liverpool, or I a different name -- you'll still lov e me? BRENDA -LRB- UPSET -RRB- I love you, Frank. I love you. FRANK But we'll never tell anyone the truth. You ca n't tell you parents. BRENDA No. We wo n't tell anyone. And we'll go away. I do n't care if I ever see my parents again. I just want to be with you. FRANK We'll leave tonight. BRENDA But the wedding is next month. It's all planned. We can leave right after the reception, just like a honeymoon. FRANK No, we have to leave today. I'll pick you up at your parents house in two hours. BRENDA Two hours? FRANK We'll get married in Liverpool. Would you like that? BRENDA Yes. I love you, Frank. But please, before we go -- tell me your name.

INT. - FRANK'S APARTMENT. - NEW ORLEANS. - NIGHT Frank is packing a su itcase with HUNDRED DOLLAR BILLS. He is trying to get the sui tcase close, sitting on top of it -- the money spilling out the s ides.

INT. - FRANK CADILLAC - NIGHT A heavy rain is falling as Fr ank drives toward Brenda's parents' house. As he turns ont o their street, HE SEES FIVE PATROL CARS parked in front of th e use. Neighbors have lined the street, and TWO STATE TROOPERS are guarding the front of the house with SHOTGUNS. FRANK stops the car, stares in stunned disbelief at the police in front of the house. Sirens are wailing in the distance as Frank puts his head on the steering wheel and closes his eyes.

INT. - BRENDA'S PARENTS' HOUSE. - NIGHT. Robert and Carol are sitting in the living room with Brenda, holding her in their arms as two POLICE OFFICERS stand across from them. Brenda is crying, holding her cat as CARL HANRATTY kneels in front of her. CARL HANRATTY Hello, Brenda. My name is CARL HANRATTY, and I'm with the FBI. Brenda keeps her face buried in her father's shirt. CARL HANRATTY -LRB- CONT'D -RRB- That's a pretty cat. What's his name? BRENDA Ringo. CARL HANRATTY I know this is all a bit scary, but I need you to tell me where Frank is going. A lot of people are looking for him out there, and the last thing we want is for Frank to get hurt. And I swear to you, Brenda, if you tell me where he's going -- I'll keep him safe. BRENDA You promise? CARL HA NRATTY Yes. I prom ise. Just tell me where he's going. BRENDA Liverpool.

INT. - NEW ORLEANS AIRPORT. - NIGHT Frank is walking through an airpo rt. He rushes over to a TWA TICKET COUNTER that is closing down for the night. FRANK Are there any more flights tonight? TICKET AGENT I'm sorry, Sir, there's nothing until morning. This airport shuts down at eleven.

INT. - FBI OFFICES. - MIAMI. - DAY CARL HANRATTY stands in front of TWENTY FBI AGENTS, pacing. CARL HANRATTY We have to stop him before he leaves the country. I want everyone we have inside Miami International. He's used that airport before, he knows -LRB- CONTINUED -RRB- CARL HANRATTY -LRB- CONT'D -RRB- the layout. One way or another, he'll end up there. FOX He does n't have a passport, Carl. CARL HANRATTY In the last six months he's gone to Harvard and Berkeley -- I'm betting he can get a passport. AMDURSKY I already talked to the Miami police, they've offered fifty uniformed cops in two shifts of twenty-five. FOX Carl, with our guys that's almost a hundred men in one airport. Do n't you think we should spread it around. CARL HA NRATT Y No. Miami i s the exit point. Now all we have to d o is ca tch him.

INT. - HALL OF RECORDS. MIAMI - DAY Frank walks into the HALL OF RECORDS in MIAMI FRANK Excuse me. Where do you keep the death records?

INT. - STATE DEATH RECORDS ARCHIVE ROOM. - DAY 162 Frank is looking through a thick book. All of the entries are for 1938, and Frank is quickly scanning pages. He stops when he sees the following entry. FRANK TAYLOR BORN DEC. 3. 1938. DIED DEC. 8 1938. AGE -- FIVE DAYS. MOTHER'S MAIDEN NAME - PENNER.

INT. - BIRTH CERTIFICATE OFFICES. - CITY HALL. Frank walks up to a window at MIAMI CITY HALL and smiles at the WOMAN behind the counter. FRANK Hello. I'd like to get a copy of my birth certificate, please. CITY HALL WOMAN I'll need your name, date of birth, mother's maiden name and the county and hospital you were born in_ FRANK The name is Frank Taylor. I was born December 3, 1938, in Tampa.

INT. - PASSPORT OFFICE. - FEDERAL BUILDING. - MIAMI. Frank walks up to the window at the passport office. FRANK -LRB- CONT'D -RRB- I'd like to get a passport, please. PASSPORT EMPLOYEE Have you ever had a passport before? FRANK Never. PASSPORT EMPLOYEE I'll need a copy of your birth certificate. F RANK I brought it wit h me. Frank takes the birth certifi cate out of his pocket and sets it on the counter. FRANK -LRB- CONT'D -RRB- Will this take long. I'm trying to catch a flight.

INT. - FONTAINEBLEAU HOTEL. - MIAMI. - DAY A NEW PASSPORT sits on a desk in the plush, PENTHOUSE SUITE of the FONTAINEBLEAU HOTEL. Frank stands at the window looking out at a perfect Miami sunset as he talks on the phone. FRANK -LRB- ON PHONE -RRB- This is Frank Taylor, and I'm letting all the universities in the area know that Pan Am will be initiating a new recruiting program this year. I'll be stopping by your campus tomorrow morning.

EXT. - UNIVERSITY OF MIAMI. - DAY Frank wears his pilots uniform and carries a black briefcase as he walks past a group of students who are protesting the war.

INT. - GYMNASIUM. - UNIVERSITY OF MIAMI. - DAY Three hundred students, ALL FEMALE, sit on the bleachers of a gymnasium staring up at MR. HENDRICKS, the DIRECTOR OF STUDENT PLACEMENT. MR. HENDRICKS Ladies, quiet down, please. As you all know, Pan Am has sent a pilot here to interview prospective stewardesses for a new Summer internship program. This is Captain Taylor, and he'll be talking to you today. Frank stands in front of the girls, who suddenly get very quiet. F RANK Thank you all for com ing. At the end of the day I' ll be p icking eight young ladies to be part of Pan Am's first `` future stew ardes'' flight crew program. Thes eight girls will accompany me on a two m onth public relations tour Eur ope this Summer, where they will learn first hand what it takes to be a Pan Am stewardess.

EXT. - MIAMI INTERNATIONAL AIRPORT. - DAY WE SEE FBI AGENTS, UNIFORMED COPS, UNDERCOVER COPS and local detectives all taking their positions in and around the airport. it looks like they're preparing for war, and Carl Shaye is in the middle of it all.

INT. - INTERVIEW ROOM. - UNIVERSITY OF MIAMI. - DAY Frank sits behind a desk holding a notebook as he INTERVIEWS a young FEMALE STUDENT. FRANK Judy, what does the word `` abroad'' mean to you? JUDY When I hear the word abroad, I think of crossing the ocean and traveling to distant lands. FRANK Thank you.

INT. - INTERVIEW ROOM. - LATE 170 Frank has drawn a picture of an AIRPLANE ON A CHALKBOARD. He is pointing to various sections of the plane. FRANK And what's this, Monica? MONICA The wing. FRANK Very good- And this? MONICA The tail. FRANK Excellent.

INT. - GYMNASIUM. - DAY This is the moment of truth. Al l the girls are standing, and Frank is reading from a list. FRANK Debra Jo McMillian. DEBRA JO comes screaming out from the sea of girls, hugging friends and crying as if she had just won the Ms. America Pageant. FRANK -LRB- CONT'D -RRB- Heather Shack. HEATHER SHACK screams and rushes into Debra Jo's arms, the two girls screaming as Frank continues to announce the winners.

EXT. - MIAMI INTERNATIONAL AIRPORT. - DAY Miami Police Officers are spread out in front of the airport, looking bored as they drink coffee and pace back and forth. A STATION WAGON pulls up to the front of the airport, and TWO COPS WATCH as EIGHT BEAUTIFUL COLLEGE GIRLS walk out, all dressed as flight attendants, all holding luggage. The cops never even glance at Frank, who stands in the middle of the girls as they walk into the airport.

INT. - MIAMI INTERNATIONAL AIRPORT. - DAY Frank walks through the packed terminal surrounded by the EIGHT GIRLS, all walking in stride, their hair and make-up perfect, every man in the airport turning to stare. Frank and the girls walk past TWO FBI AGENTS, who ca n't help but smile at the girls -- who in turn smile back. FBI AGENT #1 Did you see that blonde in front? FBI AGENT #2 I should've been a pilot.

INT. - MIAMI AIRPORT COE SHOP. - DAY 174 CARL HANRATTY is sitting in a COFFEE SHOP that looks down over t he entire INTERNATIONA L TERMINAL. HE HEARS an announcement over the airport P.A. sy stem. P.A. O PERATOR -LRB- V.0. -RRB- Will Mr. CARL HANRATTY pick a white courtesy phone. Mr. CARL HANRATTY, pl ease pick up a white courtes y ph one. in the distance, CARL watches as the eight girls walk toward him. He hesitates for a BEAT, then walks to the back of the restaurant and finds a WHITE PHONE. CARL HANRATTY This is Hanratty. INTERCUT WITH

INT. - MIAMI AIRPORT TICKETING AREA. - DAY AMDURSKY Carl, you're walkie talkie was n't working. There's a guy in a Pan Am uniform sitting in a white Cadillac in front of terminal J! CARL HANRATTY That's the charter terminal. Can you' see his face? AMDURSKY He's got his Pilot's cap on. I think it's him!

INT. - AIRPORT. - DAY CARL HANRATTY is running through the airport, sprinting past Frank and the college girls as he makes his way outside.

EXT. - MIAMI AIRPORT - WHITE CADILLAC. - DAY 177 FORTY FBI AGENTS and MIAMI POLICE OFFICERS slowly approach the white Cadillac. CARL HANRATTY has his gun drawn. CARL HANRATTY Frank, get out of the car! Put your hands on the hood! There's no place to run, so just make it easy on yourself! The car door opens, a nd a 20- YEAR-OLD kid gets out of the car, his hands shaking a s h e st ares at Carl -- the pilot's cap falling off his head. KID Do n't shoot me! I' m just a driver! A man paid me a hundr ed doll ars to wear this uniform and p ick someone up at the airport! CARL HANRATTY who are you picking up? KID CARL HANRATTY. Carl lowers his gun, immediately turns back toward theairport -- watches as a BRITISH AIRWAYS JET takes off and flies overhead, banking left and sailing out over the ocean.

INT. - CARL HANRATTY'S OFFICE. - WASHINGTON D.C. - DAY 178 Snow is falling outside Carl's office window, which overlooks a parking lot. Carl sits at his desk staring down at some COUNTERFEIT CHECKS. A SECRETARY WALKS in and hands him an envelope. SECRETARY This just came for you, Sir. Who do you know in Liverpool? Carl takes the envelope and slowly opens it. He pulls out a stack of BLACK AND WHITE PHOTOGRAPHS, all of which show the EIGHT COLLEGE GIRLS in various locations. There are shots of them on the SPANISH STEPS IN ROME, at the EIFFEL TOWER, in front of BUCKINGHAM PALACE, and in front of SCOTLAND YARD. A POSTCARD OF THE MONA LISA is inside the envelope, with the words `` WISH YOU WERE HERE'' written across the back.

EXT. - MONTPELIER FRANCE. - DAY The vineyards of Montpelier stretch across the Bas Languedoc valley, where tourists drive through on their way to the Mediterranean. Frank is eating an ice cream as he walks down the main street, the shops and restaurants open and busy for the summer. Frank stops a DELIVERY BOY on a bicycle. FRANK Excuse me. Do u know where the Lavalier fa mily lives?

EXT. - LAVALIER HOME. Frank is knocking on the do or of the main house of a small vineyard. MONIQUE LAVALIER, 30's, answers the front door holding a baby. FRANK Hello. Do you speak English? Monique nods. FRANK -LRB- CONT'D -RRB- My name is Frank. My mother is Paula Lavalier. I was hoping to find my family. Monique takes Frank by the hand, starts to smile. MONIQUE I am Monique, your aunt. Monique hugs him, kisses his cheeks. MONIQUE -LRB- CONT'D -RRB- -LRB- IN FRENCH -RRB- Pappa! Paula's boy is here!

INT. - LAVALIER HOME. - DINNER TABLE. - LATE The entire family is sitting around the dinner table, staring at Frank as he takes a sip of wine. FRANK It's very good wine. The family starts to laugh at him. FRANK -LRB- CONT'D -RRB- What? MARCEL The wine here is shit. This valley only grows shit wine. It is used for stretching. FRANK What's stretching? MONIQUE They send our win e by truck to the famous vine yards of Bordeaux and Burgundy, a nd they mix it with the good wine to t r ick t he people. PAP PA LAVAILER The Americans thi nk they are drinking only the best. But they are really drinking the shit fro m Montpelier! Everyone laughs hysterically, and Frank joins in, the family laughing together as they eat Sunday dinner.

INT. - LAVALIER HOME. - NIGHT. Frank is sitting in the living room staring at a photo album. He sees the old picture of his mother and father sitting on the American tank. MONIQUE Here. Your mother sent me this to me a few months ago. Monique hands Frank a color photograph. Frank looks at the picture, sees Paula standing with Jack Wright, holding a BABY in her arms. MONIQUE -LRB- CONT'D -RRB- You look like your new sister. Frank stares at the picture, then hands the picture back to Monique. FRANK Everyone says that.

INT. - UNIVERSITY OF MONTPELIER. - DAY Frank walks into a large classroom filled with COLLEGE FRESHMAN. He turns and writes his name on the blackboard : MR. WAGNER. FRANK My name is Frank Wagner, and I'll be teaching the Summer session of American History, the same course I taught at Yale last year. Why do n't you all open your books to chapter one, read quietly to yourselves.

INT. - LAVALIER HOUSE. - NIGHT The family is eating di nner together, and Frank looks surprised as Pappa La valier brings a birthday cake out from the kitchen. As every one starts to sing-.. FRANK -LRB- V. O. -RRB- Dear Dad. I'm re tired now, living a quiet life in a small village in France. I hope you are doin g well, and you're not mad at me for running away. Frank blows out the candles on the cake. FRANK -LRB- V.0. -RRB- -LRB- CONT'D -RRB- Yesterday was my 19th birthday, and when I blew out the candles I wished that we could all be together, the three of us living in our old house in New Rochelle.

EXT. - LAVALIER HOUSE. - DAY Frank is working in the garden, surrounded by roses. Monique walks out of the house. MONIQUE I have to pick Pappa up, his car is dead. Come with me, Frank, you can see where he works?

EXT. - WAREHOUSE. - OUTSKIRTS OF TOWN. - DAY Frank and Monique pull up to the front of a large warehouse. FRANK What is this place? MONIQUE The family business. FRANK I thought the family business was wine? MONIQUE No. Paper.

INT. - PRINT SHOP. - DAY 187 CLOSE ON A PROFESSIONAL PRINTING PRESS, 90 FEET LONG, TEN FEET WIDE. The giant machine fills warehouse. SIX MEN work in the massive press room, t he dea fening THUMP of the machine shaking the walls as it strug g le s to spit it out 10 COLOR PAGES a minute. WE SEE samples of their work li ning the walls -- FRENCH NEWSPAPERS, COLOR POSTER S, ADVE RTISEMENTS. CLOSE ON FRANK staring up at the giant PRINTIN his body limp, h is face cold. Pappa Lavalier, shift and smoking, walks toward him with a big smile. PAPPA What do you think? FRANK I've read books about these machines. But I've never seen one. PAPPA You want me to show you how it works? FRANK Yes. PAPPA For color printing we set the back gears, then put the plates in up- side-down, pour the ink in last, -LRB- CONTINUED -RRB- PAPPA -LRB- CONT'D -RRB- never when it's cold, then we roll the cylinder brakes until they catch... CLOSE ON FRANK Lost in his own world, his mind racing as he stares at every part of the machine -- his eyes cold with excitement and dread.

INT. - PRINTING ROOM. - NIGHT The PRINTING PRESS is thumping and grinding, the lights low, the press room empty except for Frank, who stands at one end of the machine, his shirt off, working like a man obsessed as he operates the massive press by himself -- THOUSANDS OF PERFECT BLUE AND WHITE PAN AM CHECKS SLIDING OFF THE PAPER ROLLS AND DROPPING TO THE FLOOR.

INT. - LAVALIER HOUSE. - MONTPELIER. - NIGHT Frank reaches into the bac k of the closet and pulls out his PILOT'S UNIFORM. As h e sli ps on the jacket, Monique walks in and turns on the light. She s ees his suitcase on the bed. MONIQUE Frank, where are you going? FRANK I do n't know.

INT. - FBI OFFICE. - WASHINGTON. CARL HANRATTY is sitting in his office trying to use an electric pencil sharpener, which is broken. As Carl pulls out a half- eaten pencil, Fox and Amdursky walk in holding an envelope, big smiles on their faces. AMDURSKY Carl... he cashed a check in Madrid.

INT. - FBI OFFICES. - WASHINGTON D.C. - DAY Carl, Wilkes, Amdursky and Fox are facing Director Marsh, a stack of checks on the desk in front of him. CARL HANRATTY Singapore. Australia. South America :' Egypt. He's also hit almost every major bank in Europe. FBI DIRECTOR MARSH How many checks? SPECIAL AGENT WILKES Thousands. FBI DIRECTOR MARSH Why was n't I called? CARL HANRATTY Nobody was called, Sir. The banks did n't know what was happening until last week. We think he's been on the run for five months. FBI DIRECTOR MARSH That's impossible. Pan Am would have called us. CARL HANRATTY They did n't c all because he's not forging -- and he's not counterfeiting. It's something else. FBI DIRECTOR MARSH What's he doing? CARL HANRATTY He's making real checks, Sir. These are so perfect, Pan Am cashed them all. FBI DIRECTOR MARSH W here is he? CARL HANRATTY The last check was cashed in Paris a week ago. He'll stay there another week before he moves on. We have to go now, Sir, today! FBI DIRECTOR MARSH Go where? CARL HANRATTY Paris. FBI DIRECTOR MARSH I'm sorry, Carl. If we could n't catch' him here, we're not gon na catch him there.

INT. - CARL HANRATTY'S OFFICE. - NIGHT Carl paces in his office, holding the phone and talking much too loud, his voice echoing through the hallways. CARL HANRATTY English. Do you speak English? I'm an American FBI Agent. Hello? Shit! Carl slams down the phone, walks out'of his office. CARL HANRATTY -LRB- CONT'D -RRB- Does anyone here speak French. I need someone who speaks French!

INT. - FBI CONFERENCE ROOM. - DAY Amdursky and Fox walk into the conference room with OLIVER, a heavy set man who looks terrified as they sit him down next to Carl. AMDURSKY Carl, this is Oliver Luc, and he speaks perfect French. CARL HANRATTY Agent Luc, I need you t o tr anslate for me. FOX He's not an agent, Carl. He's a waiter at the restaurant around the corner.

INT. - FRENCH POLICE STATION. - DAY POLICE DETECTIVE JULIEN, 40's, sits at his desk doing a crossword puzzle in the middle of a busy French police station. His phone rings, and he answers. DETECTIVE JULIEN Julien.

INT. - CARL HANRATTY'S OFFICE. - DAY Oliver is on the phone, nervously sitting behind Carl's desk. CARL HANRATTY Who answered the phone? What's his name. OLIVER His name is Detective Julien. He works in the vice squad in Paris CARL HANRATTY That's fine. Tell him I have a proposition for him. Tell him the FBI has a proposition for him. Oliver translates as Carl paces in front of him. OLIVER Okay. What's the proposition? CARL HANRATTY Ask him if he'd like to catch the greatest bank robber the world has ever known.

INT. - PARIS POLICE STATION. - DAY CLOSE ON DETECTIVE JULIEN sitting a t his d esk, his expression suddenly changing as he glances aroun d the s tation. He quickly puts the crossword puzzle away and whis p er s into the phone. DETECTIVE JULIEN Abagnale.

EXT. - PARIS. - DAY Frank steps out of the lobby doors or a hotel, walks toward a waiting limousine. A DRIVER opens the door for him -- a YOUNG KID that wears a black suit and hat. FRENCH CHAUFFEUR Where to, Mister Wagner? FRANK Let's go for a drive. I need some supplies. The limo drives off.

EXT. - PARIS STREETS CARL HANRATTY -LRB- V.0. -RRB- When he gets to a new city he starts out slow, hitting the banks on the outskirts of town. At first it's small checks in small banks that pose little or no threat. WE HEAR OLIVER'S TRANSLATION behind Carl's voice. CARL HANRATTY -LRB- V.O. -RRB- -LRB- CONT'D -RRB- Then he starts moving in, circling the city like a mother hawk, picking off every little bank he can find -- slowly inching his way toward the center of the city.

INT. - STATIONARY STORE. - PARIS. - DAY Frank stands at the counter of a stationery store, looking into a glass case filled with expensive pens. FRANK How much is that Waldmann? Through the window of the stationery store, Frank is watching a BANK. CARL HANRATTY There's always one ba nk that's bigger and richer than all the oth ers. This is what he came for, and he'll watch it for days. He'll know if they add a security-guard, or bring in a new teller. And if he sees anything out of place, a new cleaning man, a window shade that's up instead of down, he'll move on to the next one. That's the luxury of having the entire world as your mark.

EXT. - PARIS STREET. - DAY CLOSE ON DETECTIVE JULIEN -- standing in the middle of Paris, looking down an endless row of massive banks. CARL HANRATTY -LRB- V.O. -RRB- He'll make his move right before lunch, when everyone's mind is on food and the lines are short. And he likes to stand out -- draw attention to himself.

EXT. - BANK OF PARIS. - DAY A massive bank in the middle of the city. WE SEE Frank's limo pulling up to the curb, and Frank waiting for the driver to open the door before he gets out. CARL HANRATTY -LRB- V.0. -RRB- The more people see him, the more invisible he becomes.

INT. - BANK OF PARIS. - DAY 202 Frank walks into the bank, takes out a leather case and opens it, revealing a checkbook. He takes his Waldmann pen from his pocket, smiles at a female TELLER. FRANK Hello. I need to ca sh this. My wife and I are goi ng to N orway this afternoon. Frank turns the check over and endorses it. He hands the check to the teller, but she does n't take it. FRANK -LRB- CONT'D -RRB- Is there something wrong? The bank teller is shaking and staring at Frank. He slowly turns around, sees DETECTIVE JULIEN standing behind him with his gun drawn.

INT. - FBI CONFERENCE ROOM. - NIGHT Carl, Amdursky, and Fox are all half asleep, waiting in the FBI CONFERENCE ROOM. The clock on the wall reads 3 a.m. -- and the phone finally rings. Before he even picks it up, CARL HANRATTY starts to smile.

INT. - FRENCH COURTROOM. - DAY A packed courtroom. Frank's hands and legs are shackled. He stands before a JUDGE who is reading his sentence. FRENCH JUDGE -LRB- IN FRENCH -RRB- Frank William Abagnale Jr., I sentence you to two years in Papigone prison.

INT. - PAPIGONE PRISON. - PARIS. - DAY A cell door closes.

INT. - AIR FRANCE AIRPLANE FLIGHT 676. - DAY Frank and CARL HANRATTY are sitting next to each other in the back of the plane. Through the window Frank can see the skyline of Manhattan. Amdursky and Fox are smoking in the aisle. FRANK Carl, you have to let me call my father when we land- I want to talk to him before he sees me on television. CARL HANRATTY Your father i s d ead, Frank. I'm sorry. Frank turns to Carl. CARL  HANRATTY -LRB- CONT'D -RRB- He committed su icide. I did n't want to be the one to t ell you. FRANK Suicide. No. That's imp ossible. CARL HANRATTY They found him inside his car, the motor running, the garage door shut. FRANK who are they to think that? Who are they to say something like that?! CARL HANRATTY It's okay, Frank. FRANK Carl, I'm gon na be sick! I have to use the bathroom. Carl quickly takes off Frank's handcuffs, and he jumps from his seat and runs into the bathroom. Carl stands in the aisle with Amdursky and Fox.

INT. - AIR FRANCE PLANE BATHROOM. - MOMENTS LATER. Frank is on his knees, tears running down his face as he uses the METAL TIP OF A FORK to unscrew a hard plastic plate above the toilet. The screws come free, and Frank is able to pull the entire TOILET UNIT away from the wall. He makes his way into a tiny crawispace, then pulls the toilet back against the wall.

EXT. - AIR FRANCE PLANE MAIN CABIN. - MINUTES LATER. CARL HANRATTY checks his watch as a FLIGHT ATTENDANT walks past him and smiles. AIR FRANCE STEWARDESS You'll have to take your seat, Sir. We're about to land. Carl knocks on the bathroom door. CARL HANRATTY Frank. Carl tries to open the door. CARL  HANRATTY -LRB- CONT'D -RRB- Frank! Come on, Frank, open the door! Damn it... Frank! AMDURSKY What do we do? CARL HANRATTY Break it down. Amdursky starts kicking at the bathroom door, slamming his heel against the metal release. The door breaks free, and the three men stares in disbelief at the EMPTY BATHROOM.

EXT. - AIR FRANCE PLANE/KENNEDY AIRPORT RUNWAY.-MOMENTS L ATER. The plane has landed and stopped short on the runway. WE SEE Frank crawling through a HATCH near the landing gear. He drops fifteen feet to the ground below, starts running across the runway.

INT. - AIR FRANCE PLANE MAIN CABIN. - MOMENTS LATER All of the passengers remain seated as Carl, Amdursky and Fox stand in the aisle. CARL HANRATTY Look under every seat, in every bathroom. Check it all again, even the cockpit! As Carl starts moving through the plane, something outside the window catches his eye.

EXT. - KENNEDY AIRPORT TARMAC. - DAY He sees Frank sprinting across the tarmac, making his way toward the terminal. INT. - AIR FRANCE PLANE MAIN CABIN. - DAY CARL HANRATTY God in heaven...

INT. - LONG ISLAND CHURCH. - MORNING. A CHURCH CHOIR is singing COME HOME JESUS, Paula sitting in the front row in a pale blue dress and snow white hat. As the song ends, Paula se es Frank enter the large, empty church. He is dazed and off b alance, his body still weak from prison. FRANK M om... Frank stumbles down the cent er aisle, dropping to his knees and fainting before he reach es t h e al ter.

INT. - CHURCH OFFICE. - DAY. Frank opens his eyes, sees his mother standing at the window in a PRIEST'S PRIVATE OFFICE -- a cigarette in her hand, a row of collection plates on the desk in front of her... PAULA You want a sip of water? Paula hands Frank some water. He sits up and stares at his mother. FRANK Why did n't you help him? PAULA I did help him. Near the end I sent him money, did you know that? -LRB- CONTINUED -RRB- PAULA -LRB- CONT'D -RRB- I paid his rent. I was a kid when we met, Frankie. I did n't even speak English -- I did n't even know his last name. FRANK Then why did you marry him? PAULA Because he got me pregnant. I was seventeen, and I was told I was going to marry him. They put me on a plane, and said I was the luckiest girl in the world. FRANK What about the baby? PAULA The baby died an hour after it was born. The Doctor's knew as soon as he came out. Paula lights a fresh cigarette PAULA -LRB- CONT'D -RRB- It was a boy. T hey kept telling me I should hold him, but I did n't want to. I was scared he would die in my arms, so I said no. C an you imagine that, Frank, I did n't want to hold my own son? Frank walks toward his mother and takes the cigarette out of her mouth. FRANK You promised. He does n't look back at her as he walks out the door.

EXT. - CHURCH. - DAY Frank looks dazed as he walks out of the small Church- As he makes his way down the steps, FOUR BLACK VANS speed up next to him, TWO TEAMS OF FBI AGENTS jumping out and grabbing him, throwing him to the ground as he rolls over without a fight, his body limp as he stares up at CARL HANRATTY.

INT. - COURTROOM. - DAY Frank stands before a JUDGE who is sentencing him. JUDGE Taking into account your refusal to give back the money, your history of bold escape and your complete lack of respect for the uniform of the law, I have no choice but to sentence you to eighteen years in Atlanta's maximum security prison in Dixon county, and recommend strongly that you be kept in an isolation cell for the entirety of that sentence.

INT. - MAXIMUM SECURITY PRISON - ATLANTA Frank stands in front of his cell in the isolation wing of the prison. There are no bars, no windows, just square, individual cell boxes. Frank walks into his cell, the door closing behind him.

INT. - PRISON VISITIN G R OO M. - DAY Frank is wearing his pr i s on jum psuit as he's led into the visitor's room and place d i n a chair that faces bulletproof glass. CARL HANRATTY is sittin across from him. They both pick up their phones. CARL HANRATTY Merry Christmas, Frank. Frank does n't answer him. CARL HANRATTY -LRB- CONT'D -RRB- I got some cigarettes here. FRANK I do n't smoke. An awkward moment as Carl puts the cigarettes on the floor. CARL HANRATTY They say the first year inside is the hardest. FRANK You caught me. What do you want? CARL HANRATTY I do n't know. Maybe this was a bad idea. I'll go. As Carl starts to put the phone down. FRANK You're still wearing a wedding ring. CARL HANRATTY Yeah. The truth is, I'm divorced- I have a daughter who's nine. FRANK What's her name? CARL HANRATTY Vanessa. She lives in Chicago with her mother. I do n't see her much. Frank stares at Carl for a BEAT. FRANK What's in the briefcase? CARL HANRATTY I'm on my way to t h e airport. I'm tracking a paper hanger who's working his way through Mi nnesota. This guy is driving us crazy. FRANK Do you have any of the checks? Carl hesitates, then opens his briefcase and takes out a CHECK. He holds it against the glass. CARL HANRATTY This is a counterfeit from Great Lakes Savings and Loan. You can see that he's using a... FRANK It's a teller at the bank. CARL HANRATTY What? FRANK It's a teller. CARL HANRATTY How do you know? FRANK Every bank uses hand stamps for the dates. They get used over and over, so they're always worn down, and the numbers are always cracking -- the sixes and nines go first. Look at the date on that check -- the ink is worn flat, the nines and sixes are cracking -- that's the stamp of a teller, Carl. Looks like you got yourself an inside job.

INT. - PRISON. - NIGHT Frank is lying in his cell, staring into the darkness. FRANK Eastern flight 794 you are clear to taxi on runway two-zero-four. That's a big thank y ou, and goodbye, Newark. Ladies and gentle man, we are leveled off here at thirty five thousand feet. The sm oking sig gns have been turned off for those of you in a designated smoki ng row. My name is Captain Frank Will iams -- so just sit back, relax, an d enjoy the flight to Milan.

INT. - JAIL CELL. - ATLANTA PRISON. - NIGHT The prison is locked down, the lights out for the night. CARL HANRATTY and Director Marsh are passing rows of dark cells as they make their way through the prison.

INT. - INTERROGATION ROOM. - NIGHT Frank is sitting across from Carl and Director Marsh, a glass of milk in front of him. TWO GUARDS stand behind him with rifles. Frank is 23-years-old, but still has the boyish face of a teenager. FRANK Carl, one of these days you should get yourself a new jacket. What is that material? Frank touches Carl's jacket. CARL HANRATTY Cashmere. FRANK That is n't cashmere -- look at the lining. It's some kind of polyester. You should see my tailor in New York. FBI DIRECTOR MARSH Can we do this, please? CARL HANRATTY Frank, this is FBI Director Marsh. He wanted to meet you. FRANK At four in the morning? FBI DIRECTOR MARSH Mr. Abagnale, you've served five years of an eighteen year sentence F RANK That's righ t. Fi ve years, two months. FBI DIRECTOR MARSH I'd like you to loo k at something for me, tell me what do you think. Director Marsh takes an envel ope out of a briefcase, slides it over to Frank. Frank opens t he enve lope and pulls out a PAYROLL CHECK. He holds the check in h is hand, never looks at it. FRANK It's a fake. FBI DIRECTOR MARSH How do you know? You have n't looked at it. FRANK There's no perforated edge, which means this check was hand cut, not fed. The paper is double bonded, much too heavy for a check. The ink is raised against my fingers instead of flat. Frank brings the check to his nose, sniffs it. FRANK -LRB- CONT' D -RRB- This does n't smell like micker. It's' probably drafting ink, the kind you buy at a stationery store. Carl and Director Marsh exchange a look. FBI DIRECTOR MARSH Frank, would you be interested in working with the FBI's fraud and counterfeiting unit? FRANK I already have a job here. I deliver the mail. CARL HANRATTY No, Frank. We'd get you out. FRANK Why are you saying this, Carl? You caught me, is n't that enough? Why ca n't you lea ve me alone? FBI DIRECTOR MARSH Frank, we ha ve the power to take you out of prison. you'd be placed in the custody of t he FBI, where you'd serve the remainde r of yo ur sentence as an employee of t he federal government. FRANK Whose custody? CARL HANRATTY Mine.

INT. - FBI FIELD OFFICE. - DALLAS, TEXAS. - DAY SUPER : MARCH 29 1973 Frank wears a brand new black suit as he walks into the massive FBI BUILDING. He approaches a SECURITY GUARD. FRANK I'm Frank Abagnale. I'm supposed to start work here today. SECURITY GUARD First floor, Mr. Abagnale. FRANK Call me Frank.

INT. - FBI BUILDING. - THIRD FLOOR. - DAY Frank makes his way down a long hallway, passing other young men in dark suits who have come out of their offices to see him pass. Frank sees CARL HANRATTY standing at the end of the hall. FRANK Morning, Carl. Frank turns and stares at a door marked FRAUD. He casually walks inside.

INT. - FRANK'S FBI OFFICE. - DAY A stack of files sit on Frank's desk. There are hundreds of CHECKS, MUG SHOTS, PILES OF COUNTERFEIT MONEY. Frank looks out the window of his office, stares out at the DALLAS SKYLINE. FRANK Look at me, Dad. I'm James Bond.

INT. - APARTMENT. - DALLAS - DAY. Frank walks through the door of a tiny, run down apartment. CARL HANRATTY stands at the door. FRANK I'd rather stay in a hotel. CARL HANRATTY That's not possible. Frank opens the drapes and looks out at a POLICE STATION that sits across the street from his apartment. FRANK One of the men gave me a check today. It was for nine dollars. CARL HANRATTY That's right. The FBI is paying you prison wages. Carl turns to walk out the door. FRANK Tomorrow's Christmas Eve. Would it be okay if I went to work with you? CARL HANRATTY Tomorrow night I'm flying to Chicago to see my daughter. But I'll be back at work on Monday. FRANK Carl...what do I do until Monday? CARL HANRATTY I ca n't help you there, kid.

INT. - FBI OFFICES. - DAY Frank sits alone eating a sandwich, looking through a BOOK OF MUG SHOTS. He stops when he sees his own MUG SHOT, the black and white picture staring up at him. Frank carefully rips the mug shot out of the book and puts it in his pocket.

EXT.  - DALLAS STREETS. - DAY Frank is walking the stre ets, carrying a small bag of groceries as he makes his way home. Something in a STORE WINDOW catches his eye, and F rank s tands frozen on the corner, looking across at a WINDOW DI SPLAY. CLOSE ON THE WINDOW OF A COSTUME SHOP. There are several MANNEQUINS dressed in different costumes. Frank slowly approaches the window, stares at a mannequin wearing an AIRLINE PILOT'S UNIFORM.

EXT. - DALLAS AIRPORT. - NIGHT Frank gets out of a taxi wearing the PILOT'S UNIFORM. He pulls his cap down tight as he makes his way into the busy airport.

INT. - DALLAS AIRPORT COFFEE SHOP. - NIGHT Frank sits alone at the airport coffee shop eating a hamburger and reading a COMIC BOOK. CARL HANRATTY walks into the restaurant and sits next to him. CARL HANRATTY That's a nice uniform, Frank. Here, let me get your check. Carl grabs the check from Frank, puts some money on the table. CARL HANRATTY -LRB- CONT'D -RRB- Did you know I was recruited by the FBI while I was still in law school? The government said I was the best the country had to offer, top of my class -- and they chased me until I said yes. FRANK I'm sorry, Carl. CARL HANRATTY I spent four years arranging your release. I convinced the Attorney General of the United States that you would n't run. Frank gets out of his cha ir, walks out of the restaurant. Carl follows him t hrough the a irport. CARL HANRATTY -LRB- CONT'D -RRB- You go back to E urope you'll die in Papigone. You try run here in the states and w e'll send you back to Atlanta for f ifty ye ars. FRANK I never asked for your help. CARL HANRATTY Please, Frank, you leave and I'm finished. I got you out, I convinced them to let you out. FRANK Why did you do it? CARL HANRATTY You're just a kid. FRANK I'm not your kid. I'm not your son. I'm nothing to you. And you're nothing to me. Frank walks toward the AMERICAN AIRLINES ticket counter. CARL HANRATTY I'm gon na let you fly tonight. I wo n't even try and stop you, because I know you'll be back on Monday. FRANK Why would I come back? CARL HANRATTY Because nobody is chasing you. Frank stares at Carl for a long BEAT. FRANK Two mice fell in a bucket of cream. The first mouse gave up and drowned, but the second mouse struggled so hard he churned that cream into butter and he crawled out. CARL HANRATTY Which one are you, Frank? Frank turns to the gin? ar the TICKET COUNTER. FRANK Hello, Amanda, is the jump-seat open on the ten-thirty to N ew York? Carl watches as Frank walks th rough a door marked CREW ONLY, casually making his way toward the pla ne.

INT. - CARL HANRATTY'S OFFICE. - DAY Carl sits at his desk drinking coffee. He checks his watch, then calls out to his SECRETARY. CARL HANRATTY is Abagnale in yet? SECRETARY No.

INT. - FBI OFFICE CONFERENCE ROOM. - DAY CARL HANRATTY is using the slide projector and standing in front of TEN AGENTS, including Special Agent Wilkes. CARL HANRATTY Good morning. I've called this emergency briefing to discuss a check -LRB- CONTINUED -RRB- CARL HANRATTY -LRB- CONT'D -RRB- fraud and counterfeiter who's been hitting banks all over Arizona. SPECIAL AGENT WILKES Just tell us how much he's gotten, Carl? CARL HANRATTY Do n't ask. The briefing room door opens, and Frank walks in. Carl spots him in the darkness. CARL HANRATTY -LRB- CONT'D -RRB- Good. You're here. The two men stare at each other for a BEAT. CARL HANRATTY -LRB- CONT'D -RRB- At this time I'd like my point man on this to fill you in. Frank, are you ready to Ake over? FRANK Yeah. I'm ready. Frank walks to the front of the room, stands next to Carl. FRANK -LRB- CONT'D -RRB- John Doe 6116 is a pa perhanger who started in Phoenix, us ing what I call a double deposit forgery system. Next slide. What he's doing is opening two accounts at the same bank under two different names...

INT. - AIRPLANE. - DAY Frank and Carl are sitting next to each other on a plane, both holding magazines and eating nuts. Carl is wearing a brand new BLACK SUIT. There are several other agents on the plane, including Amdursky and Fox. FRANK Carl, do you guys always fly coach? CARL HANRATTY Yeah. FRANK You want me to talk to someone? See if I can get us bumped to first class? CARL HANRATTY Just relax. We'll be there in two hours. Frank looks out the window. FR A NK I've never been to Arizona. CARL HANRATTY It's hot. Let's just hope we catch this guy fast. FRANK Carl, you ever seen the Grand Canyon? CARL HANRATTY No. FRANK You think i f we have time we can take a quick look? CARL HANRATTY Yeah. If we have time. Carl brushes some crumbs off his suit jacket. CARL HANRATTY -LRB- CONT'D -RRB- I feel a little silly in this suit. FRANK It looks good. You just have to get used to it. CARL HANRATTY How much did you say it cost? FRANK Eight hundred dollars. CARL HANRATTY Where did you get eight hundred dollars? FRANK Credit card. CARL HANRATTY Somebody gave you a credit card? That's a horrifying thought. The two men sit in silence for a BEAT, staring down at their magazines, lost in thought. CARL HANRATTY -LRB- CONT'D -RRB- Can I ask you something, Frank? FRANK Sure. CARL HANRATTY How did you pass the bar exam in Louisiana? FRANK I studied every night for two weeks. CARL HANRATTY Is that the truth? Frank turns to the wi ndow, slowly starts to smile as he looks out at the clouds. TITLE CARD # 1 FRANK ABAGNALE JR. HAS BEEN MARRIED F OR 25 YEARS. HE HAS THREE TEENAGE SONS, AND LIVES A QUIET LIFE IN TULSA, OKLAHOMA. SINCE HIS RELEASE FROM PRISON IN 1973, FRANK HAS HELPED THE FBI CAPTURE SOME OF THE WORLDS MOST ALLUSIVE CHECK FORGERS AND COUNTERFEITERS. FRANK HAS ALSO DEVELOPED MANY OF THE SECURITY FEATURES THAT BANKS USE TO PREVENT CHECK FRAUD. HE HOLDS SEVERAL PATENTS ON THESE FEATURES, AND TO THIS DAY FRANK MAKES A ROYALTY ON ALMOST EVERY CHECK WRITTEN IN THE UNITED STATES. THOSE CHECK ROYALTIES PAY FRANK ABAGNALE MILLIONS OF DOLLARS A YEAR. TITLE CARD # 2 CARL HANRATTY RETIRED IN 1986, HAVING BEEN AWARDED THREE DISTINGUISHED SERVICE AWARDS FROM THE FBI. FRANK ABAGNALE HAS FOUR. THEY REMAIN CLOSE FRIENDS TO THIS DAY.

Summary: In 1963, teenager Frank William Abagnale Jr. lives in New Rochelle, New York with his father Frank Abagnale Sr. and his French mother Paula. During his youth, he witnesses his father's many techniques for conning people. When Frank Sr. encounters tax problems with the Internal Revenue Service, the family is forced to move from their large home to a small apartment. One day, Frank discovers that his mother is having an affair with his father's friend Jack Barnes. When his parents divorce, Frank runs away. Needing money, he turns to confidence scams to survive and his cons grow bolder. He impersonates a Pan Am pilot and forges the airline's payroll checks. Soon, his forgeries are worth millions of dollars. News of the crimes reach the Federal Bureau of Investigation (FBI) and agent Carl Hanratty begins tracking Frank. Carl finds him at a hotel, but Frank tricks Carl into believing he is Secret Service agent Barry Allen. He escapes before Carl realizes that he was fooled. Frank begins to impersonate a doctor. As Dr. Frank Conners, he falls in love with Brenda, a naive young hospital worker. He asks her attorney father for her hand and also wants his help with arranging to take the Louisiana State Bar exam, which Frank passes. Carl tracks Frank to his and Brenda's engagement party, but Frank escapes through a bedroom window. Before escaping, Frank asks Brenda to meet him at Miami International Airport two days later. There, he sees her, but also spots plainclothes agents and realizes she has given him up, then drives away. Re-assuming his pilot identity, he stages a false recruiting drive for stewardesses at a local college. Surrounded by eight women as stewardesses, he conceals himself from Carl and the other agents walking through, and escapes on a flight to Adolfo Suárez Madrid–Barajas Airport, Spain. In 1967, Carl tracks down Frank in his mother's hometown of Montrichard, France. He is incarcerated in a French prison in Marseille where he becomes very ill due to its poor conditions. Carl takes Frank on a flight back to the United States. As they make their approach, he informs him that his father has died. Grief-stricken, Frank escapes from the plane and reaches the house of his now re-married mother who has a daughter. Frank surrenders to Carl and spends 12 years in a maximum-security prison. Carl occasionally visits Frank. During one visit, he shows him a fraud check from a case he is working on. Frank immediately figures out that the bank teller was involved in the fraud. Impressed, Carl convinces the FBI to allow him to serve the remainder of his sentence working for the FBI bank fraud unit. Frank agrees but soon grows restless of the tedious office work. One weekend, Frank prepares to impersonate a pilot again and is intercepted by Carl, who allows him to carry on his act, assuring him that no one is chasing him. As Frank returns to work and discusses another fraud case with Carl, the post-script indicates that Frank has lived for 26 years in the Midwestern United States with his wife, with whom he has had three sons, remains friends with Carl, and has built a successful living as one of the world's leading experts on bank fraud and forgery.