EXT. NEW YORK - DECEMBER 1999 - LATE NIGHT We are moving through a thicket of skyscrapers. In the dim light we see one building, then its reflection against another building. We swoop past the Empire State Building lit in Christmas red and green, catch a glimpse of the Christmas tree in Rockefeller Center. On screen we see : NEW YORK CITY DECEMBER 15 1999. High atop a tall glass building we find another Christmas tree. We close on the Thief whose face is concealed behind a sleek black - visored helmet with night - vision goggles. From a pack, the Thief takes a climbing rope, clamps it with a carabiner around a post, then dials a distance into the special ratchet mechanism. The Thief steps to the edge and LEAPS over, plunging past the glass windows. After a terrifying free fall, suddenly the rope gears down smoothly, bringing the Thief to a stop at a window pane, a dizzying sixty floors above the street. Through the glass, we see a CORPORATE HEADQUARTERS. The Thief drills out bolts holding the window in place. Then one is stuck! In a heartstopping move the Thief turns upside down, torques on the recalcitrant bolt! Uhnnn! It comes free! The Thief replaces the existing bolts with custom bolts buffered with rollers, pries at the window corners and pops the pane free. Then the Thief rolls the pane onto the rollers, leaving just enough room to slip into.

INT. PETROTEX CORP - LATE NIGHT The Board of Directors Suite of a large multinational corporation, dominated by an obsidian table ringed with leather chairs. An Alarm Box softly pulses. The Thief points a Remote at the alarm. The Remote runs possible codes at speed on display panel, until the right one stops. The Thief clicks the Remote. Off. The kind of art that gilds greed with taste lines the walls. Ignoring it, the Thief picks up a VASE OF LILIES and carries it across the room to a side table by the window. The Thief carefully tilts the stems so that the lilies hang over the lip of the vase, away from the window, then exits the Board Room.

INT. RECEPTION AREA - LATE NIGHT A Lichtenstein, some plants, a large map of the world with tiny red lights indicating branch offices around the world. A Christmas tree with some uniformly wrapped presents carefully arranged beneath it. Keeping an eye on a set of double glass entry doors, the Thief pauses behind a Henry Moore sculpture. Through the doors we see a desk where sits a SECURITY GUARD, his back to us.

INT. HALL/ INT. RECEPTION ROOM - INTERCUT The Security Guard reads and half - watches the Monitors. On one we see the Reception Area and the vaguest shadow of the Thief. The Guard looks at his book, the Thief begins to move. The Guard glances back at the Monitor, the Thief jumps back. Then the Guard returns to the book. On the Monitor the Thief darts across the room and into a door.

INT. BATHROOM - SAME Which is a bathroom. Hmmm. But that is exactly where the Thief wants to be. Out of the backpack the Thief takes a small drill and begins to make a hole high on the wall.

INT. HALLWAY - SAME Above the Security Guard, the drill pierces the wall, leaving just a dusting of sheetrock on the floor.

INT. BATHROOM - SAME The Thief feeds a tiny tube up to the edge of the just - drilled hole. Turns a valve on a small canister.

INT. HALL - NIGHT The Security guard yawns, tries to focus on his reading.

EXT. NEW YORK BUILDING - LATE NIGHT From a distant perspective we see the shadowy Thief exit the bathroom as the Security Guard puts his head down on the desk. The Thief enters another room off the Reception area - the Chairman's Office.

INT. CHAIRMAN'S OFFICE - NIGHT Pictures of the Chairman with politicians and celebrities line one wall. Across from the desk, a Jasper Johns map of the United States. Above the desk, a SMALL PAINTING in an old gilt frame. A REMBRANDT. The pride of the collection, a nude woman reading a letter. The Thief takes out a small periscope mirror and some right angled cutters. Carefully slides the mirror behind the painting, manipulates the mirror with one hand, the cutters with another. Finds the alarm. Snips it. Moving quickly now. The Thief rolls the canvas in acid - free paper. Takes a cylindrical tube from the backpack, pulls out another Canvas, fits it carefully into the stolen painting's now - empty frame. The Thief stares at it through the opaque helmet visor. Approves. Slips the rolled - up stolen canvas into the empty tube. Leaves. Before we follow the thief, we linger to see the replacement canvas. ELVIS. On black velvet.

INT. HALLWAY - LATE NIGHT With the Thief now, out the reception area and into the hall, where the drugged guard sleeps, to a Mail Chute built into the wall. As the Thief opens the chute we hold on the last line of a mailing label : KUALA LUMPUR, MALAYSIA. The Thief pops the labeled tube down the chute.

EXT. BUILDING WINDOW - NIGHT The Thief disappears out the open window. The window closes, becoming.

EXT. BUILDING WINDOW - NIGHT Another window, in which we see reflected the lens of a telescope and, in that lens, the image of the office where the thief has just been. A silhouetted FIGURE is looking through the telescope. Through the scope's lens. Close detail of the Office where the thief had been. We see light fall into the room as the Figure exits a door and softly closes it. The Image lightens and DISSOLVES INTO :

INT. PETROTEX HEADQUARTERS - VIDEO - DAY The Board Suite on VIDEO, daytime, with COPS and INVESTIGATORS combing the crime scene. The Security Guard being interviewed, lots of activity. FIRST TECHNICIAN -LRB- O.S. -RRB- Look at those assholes.

INT. WEBBER INSURANCE - MAIN OFFICE - DAY The video plays live on a large monitor in a big bullpen of a room, all Herman Miller partitions and work stations butted together, row upon row of them. This is where the world's biggest insurance companies track down major theft losses. FOUR TECHNICIANS work at computer monitors, calling up security plans, art data, details on possible suspects. HECTOR CRUZ enters, crisp, professional, an ex - FBI man who thinks he's smarter than anybody else, and is almost right. Cruz glances at the cops working in the Board Suite, knows they'll never figure this out. CRUZ If the Rembrandt were lying on the table, they'd toss their donuts on it. Another Technician manipulates computer representations of the system on screen. SECOND TECHNICIAN We did a hundred simulations. No way anyone could have got in. CRUZ Too bad someone did. The other Technician scrolls faces on his screen. SECOND TECHNICIAN We're checking airline and immigration records against known aliases. Cruz turns to the Third Technician. CRUZ How much we in for? THIRD TECHNICIAN Twenty four million. This does not make Cruz happy. CRUZ Baker here yet? FIRST TECHNICIAN -LRB- nods. -RRB- She's been doing her own thing. Cruz walks away before he can hear the rest. SECOND TECHNICIAN as usual.

INT. WEBBER ASSURANCE - GIN'S CUBICLE - DAY One of dozens of identical work stations. VIRGINIA BAKER, early thirties, sits at the work station where she spends most of her life. She's dressed in typical no - nonsense insurance attire. Cruz peers over the partition. CRUZ Where were you? I called at 4:30 this morning. GIN There are times when you do n't answer the phone. -LRB- beat. -RRB- Besides I hardly knew the guy. She pulls up security schematics, technical specs. CRUZ Why be rude to strangers. Cruz has an easy, ironic demeanor that hides a steel will. There's something eerie about him : he seems to be right inside Gin's head. GIN Exactly. He gestures at the video feed of the crime scene. CRUZ Perhaps you could find time - in your busy personal life - to figure out how the Lone Ranger broke through our best system. GIN He came in the window. CRUZ If he's Spiderman. This was sixty stories up. Those windows are smart glass. 400 pounds a pop. GIN What if he drilled out the existing bolts, replaced them with custom - fit rollers - rolled the window aside? CRUZ And then just. flew away, leaving angel dust behind. She looks up at the live feed on the monitor and clicks the remote as she murmurs something in Chinese. CRUZ -LRB- continuing. -RRB- Ordering Chinese again? GIN Let a thousand flowers bloom. Chairman Mao. She manipulates the camera, zooming in on the Vase of lilies by the window. All the flowers are tilted in one direction : away from the window. GIN He left the window open when he came in. His only mistake. Cruz is with her now. CRUZ The draft blew over the flowers. GIN Put the bolts on that window under a scope. I'm betting you'll find wrench scratches on them. CRUZ Here's a dollar. Buy yourself a cup of coffee. GIN Keep digging. I'm going to tell you who did it. He fishes in his pocket for more money. She hits the remote, changing the monitor to :

INT. SOTHEBY'S - DAY The Auction House is filled with buyers. GIN -LRB- V.O. -RRB- Four weeks ago, when our client bought the painting. Paintings on the block. We recognize our REMBRANDT. GIN Bathsheba reading King David's letter. She hits a button. The view SNAPS to tight resolution. The image of ROBERT MACDOUGAL, 60 : tall, wide shoulders, the build of an ex - sailor and the elegance of a diplomat. Between him and Cruz is some ancient enmity. CRUZ Robert MacDougal. He says the name like Ahab when talking about Moby Dick. GIN He marked the buyer, then stole the painting a month later. CRUZ Look at that smile. I hate that smile. GIN And let's not forget the calling card - She hits the remote again, back to the crime scene. The image of Elvis in the Rembrandt frame appears. GIN -LRB- continuing. -RRB- Elvis has not left the building. CRUZ I do n't buy it. MacDougal's a Frank Sinatra kind of guy. Besides, every art thief from Oslo to Copenhagen imitates his m.o. GIN Copies are copies. This is a MacDougal. I can feel it. CRUZ You can `` feel'' it. But it's better than anything else he has, so he reaches for the phone. CRUZ -LRB- cont'd. -RRB- All right. I'll get in touch with London and Geneva, get Europol and the ALR on it. GIN And you'll kiss catching Mac goodbye. CRUZ You got a better idea? GIN Someone who could get close to him. Win his trust. Catch him in the act. She begins to smile. CRUZ You? GIN Me. CRUZ In case it slipped your mind - this guy's the best thief in the world. And he's never, ever been caught. GIN I've never tried. She crosses her very long legs. Cruz thinks. Hmm. Maybe she does have something extra. Cruz puts the phone down. GIN I'd need an introduction. From someone he trusts. CRUZ And you have in mind - GIN Romy Goriot. CRUZ Who we've got a hook into. -LRB- beat. -RRB- And you'd need the file on a piece of art Mac could n't resist. Of course. GIN Come on, it's almost a new century. Give a girl a shot. CRUZ Okay. okay. -LRB- beat. -RRB- Check in every day. I want to know everything. God is in the details. Hello? She's trying to listen, but the fact that he's going to let her do this fills her with unquenchable enthusiasm. CRUZ This guy can charm the chrome off a trailer hitch. But get in his way - you'll end up a grease spot on the highway. -LRB- softens a little. -RRB- So be careful. I'd never find anyone as good as you for your salary. He walks away. She stands up in her carrel, looks around at the narrow confines of her life, at the identical cookie - cutter work stations surrounding her. She slides the keyboard into the drawer with a soft thwatch of finality. She whoops with joy, which plays over -

EXT. LONDON - BOAT - DAY SMASH CUT to Gin, finishing her yell in the bow of a large speed boat in the middle of the Thames. The wind is in her face, London before her in all its glory. She's out of the office. On the case. On her own!

EXT. SOTHEBY'S - DAY A black London cab stops in front of the famous auction house. Nervous, Gin gets out, fumbles with her change, drops some on the street. She approaches the sliding glass doors, takes a deep shaky breath, pulls herself together. She enters the building. The glass doors close behind them. On the doors is etched the Sotheby name.

INT. SOTHEBY'S - DAY Beneath a banner announcing `` The Summerfield Collection - Treasures of Ancient China'', an AUCTIONEER takes bids from an international big - money crowd, including a formidable Chinese WOMAN with a dog, and Robert MacDougal. He's bidding on a 6th Century temple scroll. GIN -LRB- from behind ; subtitled Chinese. -RRB- Do n't do it. You're already over value. By fifteen percent. Not even turning around, he subtly ups the bid. GIN -LRB- continuing ; subtitled Chinese. -RRB- Twenty percent. You know what they say about a fool and his money. Mac turns very slowly, sees Gin, acknowledges nothing. He turns back and raises his Chinese rival again. MAC -LRB- subtitled Chinese. -RRB- I have a question. GIN -LRB- subtitled Chinese. -RRB- Who am I? MAC -LRB- subtitled Chinese. -RRB- That is of no interest. And now he turns and looks straight into her eyes. MAC -LRB- continuing ; subtitled Chinese. -RRB- Why are we speaking Chinese? GIN -LRB- English now. -RRB- Uh. I'm showing off. MAC More than a billion people speak Chinese. So do n't be too impressed with yourself. As for that scroll, I can resell it for double. In 30 minutes. GIN No - you ca n't. MAC I ca n't? GIN It's sold. Mac turns to see the Chinese woman flushed with victory. He stares for a long moment, a philosophical veneer almost masking his anger. Then he stands up. MAC Are you a confederate of my adversaries? Or are you merely stupid? Gin's smile fades. GIN How about if I try humility? MAC How about if you try disappearing. Mac is gone. GIN -LRB- to herself. -RRB- Catch you later.

INT. RITZ HOTEL TEA ROOM - LONDON - LATER THAT DAY A STRING TRIO of middle - aged women plays Christmas carols. We see trays of triangle sandwiches and scones with clotted cream. Very civilized. Mac is having tea with ROMY GORIOT, an elegant, cynical European woman in her mid - forties. Mac puts away some photographs we ca n't quite see. ROMY My darling, they guard them like the Crown Jewels. It's all techno - security - frighteningly efficient things I can not even pronounce. I can get you in, but only God can get you out. Mac smiles at her, holds out his hand to take hers, as if they were talking about something entirely different. MAC Speaking of getting in - Romy smiles flirtatiously, holds out her hand for a sensual touch. When they remove their hands something is in Mac's. A high - tech card. He glances at it. The card is his photo with horned - rim glasses. MAC -LRB- continuing. -RRB- Not the glasses again. She sets a glasses case on the table. ROMY They make you look very scientifique. MAC They make me look like Clark Kent. He glances at the clock, stands up, casually picks up the glasses case. ROMY Do n't be in such a rush. I told you there was someone I want you to meet. MAC He's late. And I have a few things to do this afternoon, or did it slip your mind? ROMY She's - Romy scans the room, then sees who she's looking for. ROMY -LRB- cont'd. -RRB- - just arrived. Gin appears at their table. ROMY This is - Gin holds out her hand to Mac. GIN Virginia Baker. Nice to meet you officially. MAC -LRB- to Romy. -RRB- You're joking, surely. ROMY Not at all. I told you, she's one of us. Romy gives Gin the once - over as only another woman can. ROMY -LRB- cont'd. -RRB- I'm sure you two will find each other fascinating. Now if you will excuse me. -LRB- to Mac. -RRB- A la prochaine, Cherie. She says it with an intimation of intimacy, then leaves. Mac glances at his watch, looks for the waiter. GIN I do n't want to waste your time. MAC Then do n't. Bill, please, Richard. WAITER Right away Mr. MacDougal. Gin's chance is slipping away. GIN We share an interest in Chinese art - the kind you do n't buy at auctions. He looks her over, makes a quick decision. MAC You have a car? GIN Uh, yes? He signs the bill. MAC Meet me in front. Four minutes. He gets up and without a word, leaves.

EXT. HOTEL - DAY Lines of Rolls Royces and Mercedes. The parking attendant pulls up next to Gin in a small Ford. Mac emerges in full stride, heads for the driver's side. MAC Nice car. Gin's a little embarrassed. GIN It's a rental. MAC Get in. A little flustered, Gin slips into the passenger seat. GIN You're not authorized to drive it. Mac puts the car in gear. MAC Live dangerously. Mac drives away.

INT. CAR - STREETS OF LONDON - DAY Mac driving in silence. Gin stealing glances at him. GIN Are you going to tell me where we're going? Suddenly and smoothly, he reaches down and grabs her bag. GIN -LRB- continuing. -RRB- Hey! One eye on the road, he begins to rummage. We approach a large MODERN BUILDING with a CHRISTMAS TREE in front. A police kiosk guards the entrance. MAC Just want to see who I'm with. Ca n't be too careful. She snatches the bag away from him, he grabs it back, the car swerves and crashes violently into the Christmas tree! The tree falls across the street. MAC Oh, dear.

EXT. KOMITSU BUILDING - DAYY Mac and Gin get out of the car. She goes to inspect the damage and we go with her. She stares at the dented car, then looks up to see Mac walking away toward the building. GIN Hey! Bystanders gather around. So does the cop from the kiosk. COP Is this your car, Miss? GIN Yes, dammit, but I was n't driving -. -LRB- yelling at Mac. -RRB- Come back! A crowd has begun to gather around the fallen Christmas tree. Traffic backs up. Horns sound. In the b.g. Mac strides toward the modern building. We hear a police siren, coming towards us.

EXT. KOMITSU BUILDING - DAY As Mac enters the building, he clips on a the high - tech i.d. badge Romy gave him. Slips on the horn - rimmed glasses. Does look a little like Clark Kent.

INT. KOMITSU BUILDING - DAY Mac approaches a security desk where a GUARD sits next to a large TV screen. On the walls are blowups of computer chips and large photographs of the production process. Mac slips his i.d. card into the reader. We see his photograph. CLEARED. The Guard glances at Mac, then at the screen, then at the hubbub outside around the fallen tree. MAC Looks like they took down our Christmas tree a little early this year. The Guard pushes a buzzer. Mac goes inside.

EXT. KOMITSU BUILDING - DAY - TEN MINUTES LATER A wrecker winches the Christmas tree out of the road. A policewoman has just asked an exasperated Gin to count backwards by twos. GIN - eight, six, four, two - Her cell phone rings. GIN Hello? POLICEMAN Can you touch your nose? GIN Of course I can touch my nose! CRUZ -LRB- O.S. -RRB- I never thought you could n't.

EXT. KOMITSU/INT. WEBBER INSURANCE - INTERCUT Cruz is in his office, a big photograph of Mac on the wall behind him. CRUZ So how's it going? Gin sticks her finger toward her nose, fumbles a little with the phone. This does not impress the policewoman. CRUZ Gin? GIN Great! Terrific! To Gin's dismay, the policewoman pulls out a Breathalyzer. Covering the mouthpiece, Gin protests to the policewoman. GIN But I was n't driving. POLICEWOMAN You'll have to breathe into this, Miss.. GIN -LRB- to Cruz. -RRB- Excuse me, one second. She breathes into the tube. Suddenly we hear ALARMS from inside the Komitsu building! AHOOGAH! AHOOGAH! The police leave Gin and rush toward the building. CRUZ Did I remind you to keep a low profile? GIN I am. CRUZ Good. Romy said she made the intro. What's Mac like? GIN Putty in my hands. ALARMS screech! In the b.g. a panicky crowd of employees flee the building! We hear screaming, yelling. CRUZ I'm filled with confidence. Remember, this guy has more moves than a black cat in a graveyard. Do n't roll your hole card till you see what he's holding. In the b.g. Gin sees Mac exit as the police battle past him to get inside. GIN Whatever that means, believe me, I wo n't. She clicks off the phone. As a frazzled Gin stares at the crowd, she sees Mac get into a cab and drive away.

INT. HOTEL ROOM - NIGHT Gin enters her dingy, corporate rate room, a complete contract to the exuberant girl we saw arrive on the Thames. It's been a bad day. She stops, surprised. Looks around the room. No luggage. Nothing. Checks the number on her key. GIN Shit.

INT. HOTEL - MAC'S ROOM - NIGHT Wearing reading glasses, Mac sits quietly reading an art book. There's a loud pounding on his door. Carrying his art book, Mac comes to the door, opens it for Gin. GIN You wrecked my car! You left me there! MAC You seemed to be handling things quite nicely. GIN Nicely? They gave me a Breathalyzer! MAC You passed, surely? GIN Of course I passed. And then I get back and my luggage's been stolen! MAC -LRB- genuinely concerned. -RRB- You're joking. Really? GIN Yes. No. I mean, no I'm not joking. MAC That's terrible. Come in, come in. She enters, paces, still upset. MAC It's amazing what's getting stolen these days. Your bags. That Rembrandt. GIN Excuse me? MAC Only the most valuable painting stolen in years. If you do n't keep up on the trade gossip, you miss all the jokes. He pours some whiskey. MAC -LRB- cont'd. -RRB- Speaking of art, was n't there something you wanted to discuss with me? GIN Well, yes - MAC Have a drink. Do you good. She takes a sip. Ahh. Still flustered, she reaches into her bag, trying to make the transition to business. MAC -LRB- continuing. -RRB- Surely you do n't want to go back to that room, do you? After all this? There's a pirate's smile on his face. Gin thinks she gets it. Okay, here it comes. The usual pass. She puts her folder back into the bag. GIN Not really - He looks into her eyes. She is quite beautiful. MAC If it would make you feel any better, you can sleep here if you like. GIN Very direct, are n't we? MAC Just trying to be helpful. In a way I got you into all this. GIN I do n't mind at all. Being into this. She means him. She smiles, very close now. MAC May I say something, quite personal? GIN Please. She's turning on all the charm now. MAC You've got lipstick on your teeth. Nightmare! Embarrassed, Gin closes her mouth, runs her tongue over her teeth. Mac heads for the bedroom door, not entirely hiding that pirate smile. MAC -LRB- continuing. -RRB- I'll just slip into something a little more comfortable. He shuts the door. She checks herself in the mirror. Suddenly the bedroom door bursts open! Out comes Mac, his jacket on. MAC -LRB- continuing. -RRB- Do n't worry about the bill. It's all taken care of. GIN You ca n't leave. MAC Of course I can. I have a note from mother. Desperate, she pulls a photo out of her bag. GIN Mac! He's already opened the door, but he turns. GIN -LRB- continuing. -RRB- Recognize this? MAC Of course. The Mask of the Emperor's Consort. GIN Currently at the Imperial Gallery in Blenheim Palace, on its first and only visit outside China. MAC Jade, rubies, gold and carved rhinoceros horn. Very politically incorrect. GIN Very priceless. MAC And very well guarded. GIN By its own random access security code. Changed daily. -LRB- beat. -RRB- To which I have the key. MAC Good for you. Then why do you need me? GIN Because you can get in. And out. Because you're the best. Mac thinks for a moment. Makes another quick decision. MAC Meet me in front of the hotel, tomorrow morning, nine a.m. -LRB- beat. -RRB- And buy yourself some clothes. He's really leaving now. GIN Hey, how do I know you'll be there? MAC My dear girl, if I tell you I'll be there, I'll be there. I'm never late. If I'm late, I'm dead. And he's gone.

EXT. BOROUGH MARKET - DAY Mac's Jaguar drives up to the market. Gin is incredulous. GIN How about I get your laundry too? MAC If I ca n't trust you to pick up a simple vase, how can I trust you with the most valuable piece of Chinese art in the world? It's a challenge. It only takes her a moment to decide. GIN Fine. I'll do it. MAC Go into that warehouse right there. Ask for Haas. It's 200,000 pounds. You can pay with this. He hands her a credit card. Gin takes it, gets out of the car. He hands her a cellular phone. MAC -LRB- continuing. -RRB- I'll be right here. Just hit 1 if you need me.

EXT. BOROUGH MARKET - DAY Gin passes through the crowds of vendors and customers and enters the warehouse. By the door are parked a Jeep Cherokee and a large Triumph motorcycle.

INT. HAAS WAREHOUSE - DAY Filled with architectural scavenging. A large sinister MAN -LRB- QUINN -RRB- moves a mantel away from the entrance. GIN Mr. Haas? Quinn looks blank, a little menacing. GIN -LRB- continuing. -RRB- Are you Mr. Haas? QUINN Up the stairs. Quinn stares at her as she goes.

EXT. BOROUGH MARKET/INT. HAAS OFFICE - INTERCUT Approaching Mac's car is A MAN passing out leaflets and wearing a sandwich board reading `` Repent, the Millennium is at Hand''. And then, `` 13 Days until the End of the World''. The 13 is scrawled on a sheet of paper tacked to the sign. In HAAS' office. A few MOUSE TRAPS on the floor, some antique letter openers and knives on the desk. In contrast to Quinn, HAAS is small and feral. HAAS Who the hell are you? GIN Mac sent me. HAAS I only deal with Mac. Where's Mac? GIN I believe you have a Qing vase for me. Two hundred thousand pounds. HAAS Where's the money? GIN Where's the vase? He pulls out the vase from beneath the desk, hands it to her. GIN Okay, show me the real one. HAAS This is as real as it gets, lady. The phone rings. MAC Have you made the transaction? Gin turns away from Haas. GIN It's a cheap Victorian knockoff. MAC Look inside. She puts her hand in the case, pulls out a film canister. MAC -LRB- cont'd. -RRB- That's what we're buying. Now give him the card. GIN But - MAC Can you follow simple directions? GIN -LRB- to Haas. -RRB- We'll take it. Fumbling with one hand and just a little pissed, she pulls the card out of her purse. Haas stares at the card as if it's roadkill. HAAS What's that? GIN A credit card. HAAS I know it's a credit card. What do you think this is, fucking Harrod's? GIN No. I've never seen rats at Harrod's. The tension makes her smile. And that infuriates Haas. he rips an antique knife out of its scabbard. HAAS Ever see one of these? It's a Gurkha knife. You're not meant to put it back without drawing blood. We're back on Mac, who's still on his cell phone. MAC Is there a problem? Haas has stuck his knife under Gin's chin. She can barely talk. GIN He says he wo n't take a credit card. He sticks it even more, forcing her up on her tiptoes. The hand holding the phone drops to her side. MAC Tell him it was just a joke. I'll bring up the money. But the phone is at Gin's side. She ca n't hear him. The Millennium Man walks up to Mac's car, spewing fire and brimstone. Mac rolls the window up, sets down the phone, turns to the back seat to get a briefcase. GIN My bag. The money's in my bag. HAAS I'll get it. Mac has the case with the money in it in his hand. Talks again into the phone. MAC Tell him I'm on my way. But no one hears. Holding the knife under her chin, Haas looks down into the bag. HAAS -LRB- mocks her. -RRB- `` No rats at Harrod's.'' -LRB- dead serious. -RRB- I may bloody stick you anyway. That'd be a laugher, eh? He means it. As he looks through her bag she swings the vase and SMASHES it against the side of his hand! Over the phone, Mac hears the crash! Snaps to, alert! MAC Gin? Gin! But his voice comes out of a phone lying on the floor next to Haas's inert body.

INT. HAAS WAREHOUSE - DAY - MOMENTS LATER Carrying her bag and grasping the film case in her hand, Gin runs down the back stairs! Quinn charges at her, blocking the way out the front, where Mac is. She heads into a narrow concrete passage! Quinn is right behind her, implacable, scary, a half smile on his face like he is enjoying this. She runs up some concrete steps, hits a padlocked gate, covered over the top with a mesh screen. She shakes it like a caged animal. And here comes Quinn, honing in on her! She scrambles up, kicks upward at the wire cage above the gate, knocks it off! Just as Quinn reaches the gate, she lurches over, falls down on top of a parked car. Thump! Jumps onto the top of another car. Thud! Then runs toward the market!

EXT. BOROUGH MARKET - DAY Gin runs down one row of stalls and up another. It's a maze. Quinn is right behind her. She scrambles over a huge mound of onions, leaps down into another stall. But Quinn keeps coming. She runs down an alley. Turns a corner. Dead end! Quinn is right behind her! She scrambles up a fence, but he kicks the supporting post out, and the fence collapses! She struggles to her feet, runs over the fallen fence. Quinn throws it out of the way and keeps after her. She's in a maze of pillars now, dodging from one to another. Out of breath, she pauses behind a pillar. No Quinn. Trains rattle overhead. Traffic speeds by on the other side of an impassable partition. Getting her breath, she darts out again, but Quinn is right there! He grabs her roughly, steers her into an empty stall. Quinn pulls out a scary looking knife. This ca n't be happening. Not in the middle of a public market. But it is. No one is paying any attention. Quinn readies the knife. QUINN -LRB- cont'd. -RRB- Take a good look. I'm the last face you'll ever see. His evil grin. Gin looks over his shoulder. QUINN -LRB- cont'd. -RRB- Nice try, Love. But he turns and BAM! Mac has driven up in the car, holds out his fist, smashes Quinn in the kidneys! Quinn goes down! Gin jumps into the car. Quinn struggles to his feet. Still without getting out of the car, Mac jams his elbow into Quinn's stomach! Mac pulls away, but he can barely drive faster than a walk. It's claustrophobic and scary. All these people are in the way! And here comes Quinn, through the crowd, implacable fury on his face. He leaps forward and stabs at the canvas roof with his knife. RIP! The blade slices through the roof! Right by Gin's head! Gin screams! Mac swerves the Jag! MAC What the hell did you do? GIN Me? Me!? Quinn cuts around behind the stalls. Speeding up, Mac drives right down the fish aisle. Suddenly Quinn appears right in front of them, wielding a pipe from some scaffolding. Crash! He smashes the tail light! CRASH! He smashes the side window! They're trapped in the damn car! Mac spots an opening in the crowd, steps on the accelerator and pulls away from Quinn. MAC Did you at least get the film? She displays a small canister in her hand. GIN What is it, your beach vacation? MAC The complete plans to Blenheim Palace - security system, everything. The Jag bounces over the pavers in front of Haas's warehouse, back where they started. GIN You're doing the job? MAC Congratulations, partner. GIN Then why could n't you have just given me the damn cash?! MAC Wanted to see how you handled a bit of pressure. GIN It was a fucking test!? You bastard! At that moment Haas emerges from the warehouse, blood on his face, pistol in hand. BANG! He fires at the car. Gin screams. People in the market hurl themselves to the ground, all except the Millennium Man. Mac throws the Jag into reverse and swerves into a tight turn. Screech! The car narrowly misses the Millennium Man, whose leaflets go flying. Mac guns into the carpark. Haas jumps into the Grand Cherokee. Quinn lowers the barriers. Mac's trapped! Mac swerves through the carpark, a maze of pillars crisscrossed by overpasses. Haas races behind him in the Cherokee. And then so does Quinn, on the motorbike! The Grand Cherokee and the motorcycle are right behind them! Mac is corralled! Hemmed in! He races into a warehouse. Ahead we see the STEEL DOORS coming down. Mac guns the Jaguar toward the doorway. MAC You might put your head down. Mac races for the narrowing opening! GIN Noooo! Mac tears under the closing steel door! It RIPS the top off the Jaguar! Gin raises her head, the wind now in her face. MAC That's coming out of your share. Quinn slides the bike on its side, squeezes under the closing gate and stays on their tail. MAC -LRB- continuing. -RRB- There's a turn just up here. He races down a narrow street, then swings the Jag to the right. WHOA! He screeches to a stop. The road dead - ends into a modern building. MAC -LRB- continuing. -RRB- Was a turn. He throws the car into reverse. Mac races forward, confronted by a Truck pulling out of an alley. Mac slams on brakes! Gin is thrown forward. MAC -LRB- continuing. -RRB- I must give you full marks for initiative. Gin sits back up again. GIN Thanks a lot. MAC So how'd you get in the business?

EXT. BOROUGH MARKET - STREETS - DAY Gin is thrown from side to side as the Jaguar races on. GIN My father - Zooom! Down a narrow street, just wide enough for a single vehicle. Mac sees a delivery truck being unloaded by a forklift, dead ahead! GIN -LRB- continuing. -RRB- My father went to prison. Embezzlement. The Jaguar does a 270 degree spin and heads down another street, the Grand Cherokee suddenly right behind them again! MAC So you learned at Daddy's knee. GIN I learned not to get caught. Mac screeches faster past the Prison Museum, then bursts out into a larger street which leads down into a tunnel. The motorcycle and Cherokee are right behind them! Mac is caught between two slow moving vehicles, unable to pass them. He's helpless to prevent Haas pulling alongside them. Haas' window rolls down. His gun is pointed directly at Gin's head. There's only one way out! Mac swerves to the right and heads down the tunnel the wrong way!

INT. TUNNEL - SAME The Jag heads into the semi - darkness.

EXT. TUNNEL - SAME Haas and Quinn pull up by the median, stare into the tunnel. HAAS No way I'm going in there.

INT. TUNNEL - SAME Mac is in the tunnel, weaving through the incoming traffic from one lane to the other! It's incredibly dangerous. GIN Look, I hate to state the obvious, but is n't this a one way? MAC -LRB- thoroughly enjoying himself. -RRB- We're only going one way. Then we race around a bend and there, coming right at us, are two huge semis, side by side. Mac's face falls. GIN We're going to die, are n't we? MAC I'm not the one to ask. Steam brakes scream, horns shriek! Mac hits his brakes, hard! The huge trucks fill the screen, thirty tons of angry chrome and steel, coming right at them!

EXT. TUNNEL - SAME Haas and Quinn listen to the panicked horn, the squealing of brakes. Haas grins. HAAS Bye - bye, Mac. Boom! Suddenly we see Mac blowing out of the tunnel at 60 m.p.h., IN REVERSE! He jerks the wheel to the left, throwing the Jag dead into the motorbike! It bounces off Haas's Grand Cherokee and back into the roadway. Haas bangs on the door, trying to get it open, but it's banged shut. Quinn jumps out to recover the bike from the road but then the huge trucks emerge from the tunnel and smash over the bike, crushing it!

EXT. SPECTACULAR LONDON BUILDING - DAY The Jag pulls up. Mac and Gin get out. Mac gives one last look at his battered car as he opens the trunk. MAC That's four thousand for the top, six thousand for the bumpers, God knows how much for the body work, you have to go to art school to work on one of these - He pulls a valise out of the trunk. GIN Just put it on my bill. MAC You'll find some warmer clothes in here. GIN What about yours? MAC I never carry baggage. They head inside.

EXT. BUILDING - DAY They emerge up some concrete steps onto the roof. Saint Paul's is spread out beneath them. GIN Where to now, Bungee Jumping? MAC Perhaps. He turns her toward a helicopter waiting on a pad. As they walk toward it she opens the valise. GIN I ca n't wait to see what you picked out for me. She checks out the valise, astonishment on her face. GIN These are my clothes. MAC Certainly not mine. GIN You stole my luggage? You -!? MAC I'm a thief, sue me. GIN You bastard! MAC When you were dealing with the wreck of your rental car, I did a little job. Four prototype copper super chips, value, five million each. Come on, get in. She gets in the helicopter. MAC -LRB- continuing. -RRB- Your bag is in Hotel Security. One of those chips is inside. An anonymous phone call from me, your rental car at the crime scene, it's not a pretty picture. The rotors are turning fast now. GIN That's entrapment. MAC No. Entrapment is what cops do to robbers. Blackmail is what robbers do to schmucks. Off Gin's look, Mac lifts the stick up. The helicopter plunges off the top of the building, gains airspeed, and flies away.

INT. HELICOPTER - MAGIC HOUR The long steady vibration has put Gin to sleep. Mac nudges her awake. She looks around, eyes barely open, still half asleep. He gestures down at the ground. She looks, and then her eyes open wide. It is. dramatic.

EXT. SAFEHOUSE - MAGIC HOUR Deer running across a heath, crumbling stone walls, and then a stunningly beautiful small castle, walls glowing lavender in the twilight, set next to a coal gray loch rimmed with mountains wreathed in a purple haze. It is so hauntingly lonely, that Gin is speechless.

EXT. SAFEHOUSE - FRONT DOOR - MAGIC HOUR The helicopter in the b.g., Mac and Gin walk up to the castle. Like its owner, the house is craggy and forbidding on the outside. Mac turns the knob and walks in. No key, no code, no nothing. GIN No security? Not even a lock? MAC Perhaps I have a more optimistic view of human nature than you do.

INT. SAFEHOUSE - LIVING ROOM - NIGHT They enter what was once a baronial hall. Warm stone walls glowing golden in firelight from a walk - in stone fireplace. An eclectic mixture of contemporary and antique furnishings, nothing ostentatious, everything carefully selected for its uniqueness and comfort, all fitting together in harmony. On the walls are a few classic paintings. A Renoir. A Turner. A regimental banner from a Scottish regiment. Every item reveals a piece of Mac's life and who he is. This is our first glimpse of the private man. Gin lingers, looking at everything, overwhelmed by this amazing place. GIN I've never seen anything like this. MAC I do n't suppose you have. Let's keep moving, shall we?

INT. SAFEHOUSE - GIN'S ROOM - NIGHT - MOMENTS LATER He sets her bag down on the bed in a guest room decorated with neutral colors and lined with bookcases bulging with old books, all of which look read. MAC Good night. He turns to go. GIN Wait. She comes closer to him. She's in the post - adrenaline buzz of an amazing day, the castle is incredibly romantic, and so is he. MAC Yes? GIN I never thanked you for saving my life. MAC Do n't mention it. She's vulnerable now, does n't even bring up that it was his fault she was in danger in the first place. He turns to go. GIN Do n't I get a bedtime story? She really is hard to resist. MAC Like what? Prince Charming? GIN Actually, I always preferred the big, bad wolf. She's being outrageous now, she ca n't help it. MAC My dear girl, I'm old enough to be your father. She's beyond outrageous now. GIN He always tucked me in. Oh boy. Mac does n't want to touch that with a ten - foot pole. MAC Hmmm. Well, you'll have to tuck yourself in. GIN But it's so early. The pouty little girl now. Nothing seems to be working. MAC Never mix business with pleasure. GIN What about Romy? MAC Romy? Oh, she's strictly business. GIN Really? MAC Really. Breakfast at six. Bring your bungee gear. He leaves. She stands in the doorway, watching him go, totally unable to figure him out.

EXT. SAFEHOUSE - LOCH - EARLY MORNING Mac is swimming in the gray early morning light. Gin watches Mac swim for a moment as she takes in the grounds : the stone walls, the hedgerows, the green lawn stretching down to the loch. Mac gets out, throws on a robe over his wetsuit. MAC You're late. GIN I'm dressed. She pointedly looks at his wetsuit. GIN -LRB- continuing. -RRB- And good morning. MAC Morning. Let's get started. He heads away.

INT. SAFEHOUSE-PLANNING ROOM - DAY - MOMENTS LATER A converted snooker room. Tools in the cue racks. A long table top with candlesticks. Specially designed hooks and bins for gear, large bulletin boards, various monitors and bits of electronic equipment. Mac stands next to a bulletin board covered with photographs of the castle and sets of plans, all marked up with red magic marker. MAC Twelve seconds - GIN Twelve seconds. He writes 12 sec on the plans. MAC -LRB- continuing. -RRB- - to cut through eight inches of concrete or three inches of steel door - He writes 8'' conc, 3'' stl. MAC -LRB- continuing. -RRB- - remove the marble floor, all without exceeding three decibels of noise level - He writes 3db. MAC -LRB- cont'd. -RRB- Then we have six minutes before the guard checks the Mask Room - He writes 6 min on the board. MAC -LRB- continuing. -RRB- - to neutralize a state of the art set of interlocking PIRs - GIN With only 20 centimeters of initial clearance. He writes 20 cm on the plans. MAC - to get into the Mask case with its unbreakable code - GIN Which I have. MAC Which you hope you have. And then get back out through the same security system. Still without making a bloody sound. GIN Right. We expect him to say that is the craziest damn thing I ever heard. He pauses for a moment, as if trying to find words to express this. But he does n't. MAC Hmmmm. Interesting. He stares at the plans, lost in thought. MAC -LRB- continuing. -RRB- And the exhibit ends -? GIN Christmas night, with a party in honor of the Mask. MAC A week. We'll need every single day. We'll got that party for a final recce. This is most definitely not her plan. GIN We ca n't. We've got to go sooner. MAC One week. GIN But why? It's risky. And we have all the plans. MAC Prepare for surprises, you wo n't be surprised. He studies the drawings and the photographs, then points to a lake in front of the castle. MAC -LRB- continuing. -RRB- That's the way in. GIN That's the lake. MAC I know it's the lake, dear. He draws a line from the lake to the Palace. MAC -LRB- continuing. -RRB- The first Duke dug a tunnel as an escape route - just in case. They made the lake a hundred years later. Flooded the tunnel. GIN We go underwater? She does n't like that idea. MAC What's with the `` we'', Tonto? GIN We're partners. MAC Precisely. I steal the Mask, you get a finders fee. At ten percent, that should be worth two or three million. Not too bad. GIN Look, I've got the code for the Mask security. MAC That's why you're here. Give it to me. GIN No. MAC Fine. It's almost been interesting meeting you. He starts taking down the plans, the photographs, putting things away. GIN This is a two - man job. You need a sensor expert. Me. MAC This is n't some Rocky Mountain print you steal from a Burger King, my dear. GIN I'm not your dear! You arrogant bastard! You do n't have any idea how lucky you are! MAC That's been a lifelong problem. GIN No, dammit! I mean me! That Rembrandt. that Rembrandt! He looks up at her. She has his attention now. GIN -LRB- continuing. -RRB- I stole it! What the hell? MAC Look, you're a smart girl, but you're an amateur. Whoever stole that Rembrandt was a professional, not some wee slip of a girl. So let's not kid each other. Mac sits down at the end of the table and begins to put away some of the documents lying on it. Furious, Gin stares at him. He is so maddening and dismissive. Nothing she says is going to change his mind. She takes the table cloth runner, grasps it in her hands, and jerks it off the table! Books, papers, candlesticks fly. Mac's eyebrow goes up. You have my attention. She walks to the end of the room, takes the measure of the table, then runs toward it and BOOM! BOOM! Does two front handsprings! Coming right at him! Then does a full twisting layout vault! Right over his head! Lands on her feet behind him! MAC -LRB- continuing. -RRB- Pretty good. GIN For a wee slip of a girl. She's won him over. MAC The Rembrandt - that was very impressive. GIN It was perfect. MAC Perfect was it? He gets up, makes a show of walking slowly and creakily over to the corner. MAC -LRB- continuing. -RRB- How'd you get the painting out? GIN I mailed it. Down their own mail tube. Simple. Effective. Safe. MAC Very, very impressive. He takes out a rolled - up canvas. MAC -LRB- continuing. -RRB- Would you be referring to this Rembrandt? He displays the familiar painting. Now it's her turn to be shocked. And ours as well. GIN Oh my God. No. MAC Why rob the Penthouse when the mailroom is on the ground floor? -LRB- enjoying himself. -RRB- You're too easily impressed with yourself. I believe I've mentioned that before. Gin reaches for the Rembrandt. GIN Someone was expecting that. He studies the mailing label. MAC Obviously Mister Conrad Greene? But why Kuala Lumpur, Malaysia? GIN We get the mask I'll tell you why. MAC A partner with secrets is n't much of a partner. GIN Without the mask it does n't matter. MAC Could it be a downpayment? On a bigger job? He's interested now. GIN Something like that. MAC What could you possibly want to steal in Malaysia? GIN Let's just see how we do. For the first time she's caught him off - balance. MAC Are you testing me now? GIN Oh, I think you can do it. Probably. She smiles sweetly at him.

EXT. SAFEHOUSE - DAY - LATER A delivery van drives up. A TRADESMAN steps out. He's mid - forties, black. Mac meets him at the door. TRADESMAN Delivery for Robert MacDougal, Esquire. He says it with just a bit too much deference. MAC Just take it around the back, would you?

EXT. SAFEHOUSE - DAY - MOMENTS LATER Carrying a box, the Tradesman walks into the kitchen. This is THIBADEAUX, a Cajun who carries himself with authority. The Tradesman veneer did n't fit him too well : he's too dangerous. Mac is there to meet him. THIBADEAUX What the hell did you do to that Jag? You have any idea what it cost? MAC Actually, I do. Thibadeaux sets down the box. THIBADEAUX You said small pneumatics, I got small pneumatics. Got to be an elf to use these. Mac opens the box, picks up some flat black miniature tools, handles them with expert ease. THIBADEAUX -LRB- continuing. -RRB- They work off the O2 tank. MAC And the blade det cord? THIBADEAUX In the van. That is bad shit. You do n't want to go mixing it with nothing else. Mac checks off the tools. They look very cool. MAC decibel meter. comm kits. lasers with magic arms. got the IR/Thermo camera? THIBADEAUX Had to get a liquid plasma screen. MAC How'm I supposed to do this without the right tools? THIBADEAUX You're not the one trying to get all this shit. You think they've got a Crooks R Us on every corner? MAC You are a miracle worker. THIBADEAUX Where's the girl? MAC In the loch. Training. THIBADEAUX So when do we do the dirty? MAC We might not want to cash in our chips just yet. She has another job after this one. THIBADEAUX That's what they all say, right before they disappear with the swag. MAC A really big job. THIBADEAUX This is big enough. MAC It's never big enough.

EXT. SAFEHOUSE - LOCH - HIS VIEW Gin gets out of the loch onto a rock. Caught unaware, she looks incredibly beautiful.

INT. SAFEHOUSE - KITCHEN - SAME Thibadeaux is watching her through the telescope. An idea, call it a suspicion, comes to him. THIBADEAUX You are keeping this business, right? Mac gives nothing away. MAC I need you to get one more thing for me. A dress, elegant but sexy. I'd say she's a size six who wears a size four. Maybe a Chanel. THIBADEAUX Chanel? He gets a good laugh out of this. THIBADEAUX -LRB- continuing. -RRB- I buy my mama Chanel. MAC It's been a while since I bought a woman a dress. That lies there for a moment. Beneath their toughness there's some real connection between the two of them. THIBADEAUX I know what you mean. But it's not a place they like going. THIBADEAUX -LRB- continuing. -RRB- My Tina, she used to say, the dress makes the woman. And I'd tell her, no, baby, the woman makes the dress. MAC Tina, she was something else. The `` was'' is the sad and operative word here. THIBADEAUX Do n't go getting sentimental. You're no damn good at it. MAC Tina was worth it. Meaning worth all the trouble women can be. THIBADEAUX This better be worth it. Mac looks out to Gin. MAC Oh, it is. The job? The girl? THIBADEAUX It better be worth it to me. And that is the nitty gritty, dead serious end to it.

EXT. SAFEHOUSE - DAY Thibadeaux's delivery van drives away. Getting out of the loch, Gin walks toward the house and catches just a glimpse of the van and its driver.

INT. SAFEHOUSE - DAY - FEW MINUTES LATER Her hair still wet from swimming, Gin stares at the furnishings and casually arranged mementos, the way a woman considers how a place is decorated to be a window into the owner's soul. Mac enters, carrying a box of gear. MAC Our gear has arrived. GIN Who delivered it? MAC Delivery man. GIN You were in there a long time. MAC Suspicious are we? GIN Comes with the territory. He heads across the living room with the box. Her eyes go around the room, curious, taking in every detail. MAC You coming, or are you casing the joint? She comes to a realization. GIN A woman did this. MAC Nonsense. I did it all myself. GIN Women can tell these things. MAC Which is why I live alone. GIN Who was she? MAC I should get this place redone. It's his way of telling her to buzz off. GIN A partner with secrets is n't much of a partner. She throws his line back at him. MAC Bullshit I'm afraid. Secrets are what make us human. GIN I like your face when you do that. It's like this house. You think it hides who you are, but it does exactly the opposite. MAC Can we please get to work? That box is getting heavy. GIN Oh, did I get too personal? MAC Yes you did. There are vast Greenlands of buried emotion here. MAC -LRB- continuing. -RRB- Unless physical labor is beneath you, there are more boxes in the kitchen.

EXT. SAFE HOUSE/INT. SAFE HOUSE - DAY/NIGHT - INTERCUT Measuring precisely, Gin and Mac string red yarn into a maze in the living room. Mac runs blade det cord along a piece of concrete. Boom! The det cord explodes. Mac checks a decibel meter. Mac checks the depth of the cut in the concrete with a ruler, makes some notes in his Notebook. Mac and Gin squat underneath some planks set on scaffolding five feet off the floor. Mac begins to chant, rhythmically, as he tapes strips of blade det cord over a square 18'' on a side outlined on the wood with magic marker. MAC A one and a two and a three and a four. Stand back! Gin moves out of the way, but not fast enough for Mac. MAC -LRB- continuing. -RRB- Get bloody well back! We only have four seconds for the concrete! He stays after as they set up again. MAC -LRB- continuing. -RRB- And where's the air bag? That's on five, or did you forget five comes after four? She bites her tongue. The maze of red yarn at complete. Some fruit cartons have been stacked in the middle, atop which rests a Halloween mask indicating the real Mask. Attached to the yarn are small bells, the kind that go on cat collars. Blindfolded, Gin tries to navigate through the yarn at Mac's direction. He will be able to see it, but she can not. MAC -LRB- continuing. -RRB- Okay, right arm to the left about six inches. She moves her left arm, touches the yarn, the bell jingles. MAC -LRB- continuing. -RRB- Your other right arm! She pulls off her blindfold. GIN I need a break. MAC Get it right first. She puts the blindfold back on, starts over. Under the planks again. Gin has the air bag in proper position this time. MAC -LRB- continuing. -RRB- And five - inflate! Gin yanks a valve and a mylar bag inflates slowly - too slowly - beneath them. MAC Then change the valve! She stares at him, fuming. MAC -LRB- cont'd. -RRB- Now, six, lever! They rip out small steel levers and mimic some action that looks like prying. MAC -LRB- continuing. -RRB- Seven - drop - They rotate off to the side. It's evening. They're jogging around the grounds. He runs briskly ahead, turns and motions to her. MAC -LRB- cont'd. -RRB- Come on! Come on! She jogs by him. For just an instant he takes a breath and guts it up. This is hard for him, but damned if he'll let her see that. Nighttime. They're around the table, with the remains of dinner, going over plans. Their heads are very close. She's got her hair up in a bun, held in place with a pencil. She pulls out the pencil to make a mark on the plans, and her hair falls down. She's concentrating, so she does n't notice her hair brush past his cheek, the touch and the smell right in his face. Early morning. They're back under the planks. MAC Eight - deflate - They wrestle the pneumatics in place - a ram powered by the slice pack. MAC -LRB- continuing. -RRB- And nine - move it, move it! - ten - get the air! Okay, stop. Stop! Am I supposed to hammer this with my willy? Gin's had enough of his hectoring. GIN I do n't care what you do with your damn willy! Just do n't worry about me! I'll be there! MAC I just meant to say, if you ca n't do it in practice, you ca n't do it for real. He's calm, conciliatory, realizing he's pushed her too hard. The curtains are drawn in the hall. The fire burns. Dressed in a tight unitard, Gin moves through the maze of yarn. This time it's like tai chi. Half - cat, half - ballerina, she negotiates the maze with consummate skill and grace. We see Mac watching her, knowing that blindfolded she ca n't see him. The way he watches is the pride of a mentor for his protege, but it's much more. For the first time we see how this amazing, maddening girl is getting under his skin. And then she's at the Mask case. She rips off her blindfold, pure joy on her face. GIN I did it! Mac opens the curtains. Light falls into the room. MAC In practice. GIN Oh come on sourpuss. Admit it. We're ready. He produces a box. He gestures at her. Open it. As she opens it, as any man would he tries to protect himself. MAC It's by some Italian. Supposed to be very trendy. I thought with your hair, the color - There's a beautiful dress inside. MAC -LRB- cont'd. -RRB- I hope it's your size. She holds it up to herself. GIN A Christmas present. For me? She loves it. Given how hard he's been on her through the training, she's genuinely touched. MAC It comes out of your share. GIN I do n't know what to say. MAC -LRB- helpful. -RRB- Thank you. GIN Thank you. There's a held moment between them. GIN -LRB- continuing. -RRB- I have n't got you anything. He waves his hand - hardly necessary. GIN -LRB- continuing. -RRB- No, no, I want to. I'll just go into the village. MAC It's not a village. There's nothing there. GIN Wo n't take any time. She puts the box under her arm, gives him a big smile, and departs. On his face is the slightest trace of suspicion.

EXT. COUNTRYSIDE - DAY Gin rides a bicycle down an isolated country lane.

EXT. VILLAGE - DAY A small pub. A tiny post office and store. A phone call box. Gin leans the bicycle against the phone box.

INT. SAFEHOUSE - DAY Mac works a monitoring device.

EXT. VILLAGE - DAY Gin dials a number. High up in the box we notice a tiny microphone. VOICE Webber Insurance.

INT. MAC'S ROOM - DAY We see him listening to the phone call. GIN Hector Cruz.

INT. MAC'S ROOM - DAY And we see his face, as he listens. VOICE Connecting.

INT. WEBBER INSURANCE/EXT. VILLAGE - DAY - INTERCUT Cruz comes on the line. There's an edge to his voice. CRUZ I believe we agreed on a simple feedback loop. You call me? Check in? GIN This was my first chance. I ca n't exactly use my cell phone. CRUZ Field men who do n't check in - they end up pushing papers or pushing daisies. GIN I got the message the first time. CRUZ Make it up to me. Give me some news I can use. GIN He's got the Rembrandt. CRUZ Bingo. We nail him right now. GIN For what? Possession? He's onto something big. After the Mask. CRUZ He's a thief. He's always onto something big. GIN We parlay the Mask into some big job, roll up MacDougal, his fences, everything. CRUZ In Vegas they call that the slow surrender of resolve to desperate hope. You win a dollar, you lose five trying to win another one. GIN Do you want to sound smart on the office tape or do you want to nail the bastard? CRUZ -LRB- tough now. -RRB- Do I want to nail him? Every night I dream of catching him and every morning I wake up pissed off I have n't. -LRB- and softer. -RRB- So listen to me. You've done a great job. I never thought you'd get him, but you did. I'll give you the raise we had to put off. GIN You're pulling me in? CRUZ Just tell me where you are. I'll take care of the rest. GIN I'll send you a postcard. She hangs up the phone. Cruz is not a man to trifle with, and he has n't finished. CRUZ Gin? Gin? He slowly sets down the phone, lost in thought. CUT TO : Mac, another man not to be trifled with. He hangs up his own phone, his face scary and dead as the line.

EXT. COUNTRYSIDE - DAY On her bicycle, Gin passes a lonely country cottage. Suddenly she stops and stares at the cottage. Inside, on the ledge of the kitchen window, she sees a vase of beautiful roses. Ah ha.

INT. SAFEHOUSE - DAY - MINUTES LATER The shadows are lengthening as Gin enters the Safehouse. There's an empty feeling. GIN Mac? She looks for him through the house, comes to a door that we have never seen opened. It's half ajar. She opens it farther. A cold breeze makes her shiver.

INT. SAFEHOUSE - STAIRWAY - DUSK She climbs up a narrow curving stone staircase. It's shadowy, scary. This romantic castle has suddenly become Gothic and spooky.

EXT. SAFEHOUSE - BATTLEMENT - DUSK She emerges on a battlement high above the loch. GIN Mac? There's no one there. The wind blows a chill into her bones. Suddenly a hand grasps her shoulder! She starts in fear. MAC Cold up here, is n't it? We see his face, that matter of her phone call. GIN Is anything wrong? MAC Not a thing. Mac opens a box. Inside is an ice bucket with a bottle of champagne. His back to her, he pours them each a glass. MAC -LRB- continuing. -RRB- To the Mask. To our. partnership. He turns to face her, hands her a glass, looking at her like a butterfly he is about to pin. MAC -LRB- continuing. -RRB- Anything on your mind? Anything you need to tell me? He seems to know everything. Really spooked now, she shakes her head. MAC -LRB- continuing. -RRB- Come over her. He leads her over to the battlements. Almost forces her to look over the edge. It's a long way down. MAC -LRB- continuing. -RRB- What would it be like to jump off? Would you burst like a melon on the rocks, or would you just fly away? Her hand shakes as she drinks from the glass. MAC -LRB- continuing. -RRB- Do n't tell me you're scared - She nods. MAC -LRB- continuing. -RRB- Then how'd you do that Rembrandt? GIN I had a lifeline. MAC None now, though. She shakes her head, shivers again. GIN I'm cold. His face is dark. MAC -LRB- continuing. -RRB- I never come up here without dropping something off. She's right by the edge. He's behind her. Big, strong, menacing. He takes her champagne glass. She wonders : does he mean her? He leans her over the battlement. There's a long beat. He tosses first one glass, then the other, over the side. We watch them break on the rocks below. MAC -LRB- continuing. -RRB- Supposed to be good luck. And he gives her his best smile.

INT.  GIN'S ROOM - NIGHT Getting hold of herself, Gin checks her face in the mirror.

INT. GREAT HALL - NIGHT - SAME Dressed in his tuxedo, Mac waits at the bottom of the stairs. MAC Gin, we're four minutes late! GIN -LRB- O.S. -RRB- I'm coming. The door opens at the top of the stairs and out she comes, wearing the dress. She looks truly beautiful. We watch him watch her come down the stairs. GIN How do I look? MAC Very beautiful - for a crook. GIN I've got something for you. She takes out a rose that looks suspiciously like one of the roses from the farmhouse. GIN -LRB- continuing. -RRB- So I'll recognize you. Would n't want to go home with the wrong man by mistake. She pins it on his lapel, very close to him. He can smell her perfume, her hair. She steps back, examines him. GIN -LRB- cont'd. -RRB- Perfect. She smiles at him, not looking away. There are several ways to take that, most of which make him a bit self - conscious. Then he gives her a Masquerade mask. MAC -LRB- continuing. -RRB- It's a masked ball. We all go as someone else.

EXT. BLENHEIM PALACE - NIGHT We swoop in on the Palace in all its magnificence. Rolls Royces and Limousines drive over the bridge and disgorge their guests at the tent by the entry. Over the gates is draped a banner proclaiming THE MASK Two Thousand Years of Chinese Art.

EXT. PALACE - NIGHT Closer now. Guests getting out of cars. Gin and Mac sweep in with the rest of the crowd as security guards check names against a guest list. After their names are checked, the guests don their masks and enter. Mac nods and exchanges small talk with other guests. A BEAUTIFUL WOMAN recognizes Mac. BEAUTIFUL WOMAN Robert - MAC Daphne. There is history here. A lot. MAC -LRB- cont'd. -RRB- Lady Ashcroft, Virginia Baker. Lady Ashcroft gives Gin the full up - and - down. BEAUTIFUL WOMAN Hmmm. Yes. Youth will be served. She leaves. GIN Business or pleasure? MAC Strictly pleasure.

INT. PALACE - NIGHT A great hall. Musicians in the balcony. Mac and Gin stroll in. We see a huge CLOCK against the back wall, one of those mechanical wonders where dogs dressed like humans rotate around, banging on gongs to announce the hour. It says 9:45. Gin's fidgety. MAC Relax. You act like you're here to steal something. She ca n't relax. MAC -LRB- cont'd. -RRB- Go get a drink. I'll look over the security guard check points, meet you back here. She nods, walks away. He strolls into the crowd.

INT. PALACE - ANOTHER CORRIDOR Mac examines a display of tin soldiers next to a security check - in box. Thibadeaux appears in a Chinese mandarin's outfit. He's agitated, worried about Gin catching them. THIBADEAUX Have you seen the setup in there? MAC I said a masked ball, not a costume party. THIBADEAUX You did n't tell me only the women were supposed to dress like Chinks. MAC No ethnic slurs, please. THIBADEAUX The damn mask, man, it's made of cotton candy. What if you break it? What if she is selling you a pig in a poke? MAC What if we drop it in the lake? It could melt. THIBADEAUX Jesus, you got ta call this off. MAC Patience Thib, patience. Trust me. THIBADEAUX Remind me why. MAC Because it pays off. THIBADEAUX It's not your damn ass on the line. Thibadeaux spots Gin coming up, disappears into the crowd. MAC -LRB- to himself. -RRB- Oh, but it is. -LRB- to Gin. -RRB- Have n't I seen him before? MAC You mean Charlie Chan? He was looking for number two son. GIN What? MAC Before your time. The music changes to something very danceable. MAC -LRB- continuing. -RRB- We could dance, if you knew how. She stares at him. GIN Try me.

INT. PALACE - GREAT HALL - DAY The music begins. Mac reaches out his hand to Gin. She's had to overcome a lot to get here. Her fear, the incredible pressure of the job, his impossible behavior. But here she is, Cinderella at the Ball. She reaches out her hand to take his. And as she takes it time stops. For the first time they are truly touching, truly connected. They stare at each other. And then they take the floor, tentative at first like new lovers. He takes her in his arms and then, expecting nothing, he leads her into one combination, then another. She follows him effortlessly, her eyes never leaving his face, as if to say, is that all you've got? He takes her into more complicated moves, but she's right there, in his arms, not missing a beat. Anyone looking would believe they were completely in love. MAC Where did you learn to do this? She smiles, teasing him. GIN My father. MAC Of course. Dear. old. dad. We are absorbed in their absorption with each other. It's as if the force between them clears a space around them. And then we see Thibadeaux watching them, watching intently, gauging just how close these two seem to have become. And he does n't like it. The other dancers disappear into a swirl of color and movement. We only see them now, and it's hot and beautiful. They see only each other. Suddenly the clock strikes 10. The little figures swing out and begin pounding the chimes. Dong. Dong. Dong. The reminder of time, of their job, makes her stumble. MAC -LRB- continuing. -RRB- About to turn into a pumpkin, princess? As the chimes continue, they stare at each other, the spell not quite broken. Neither expected this surge of feeling. Neither knows what to say. Mac offers her his arm. MAC -LRB- continuing. -RRB- It would be rude to leave without paying a visit to the guest of honor. Meaning - the Mask. She nods and takes his arm.

INT. PALACE - MOMENTS LATER We are strolling down a long hall with other couples going to see the Mask. The Gallery is just ahead, around that corner there's a security guard's clock and there's. oh no! Greeting them is a pair of GLASS DOORS. GIN Where are the damn steel doors? MAC Replaced obviously. Armored smart glass at a guess. In front of them, on a special pedestal, covered with a dome of clear glass, is the MASK. The first time we have seen it for real. It is right there, so close. But Glass Doors! Panicked, Gin hisses at Mac under her breath. GIN We ca n't do this in a fishbowl! -LRB- beat. -RRB- It's off! MAC It's on. Something always goes wrong. At least we know going in what it is. As he talks, he kneels down to check his show, quickly peeling off a tiny silver disc with tape backing and leaving it in the center of a square of marble. MAC Besides, you're good. You told me. -LRB- beat. -RRB- Now smile. And she does as they walk out through the very clear glass doors, the Mask gleaming in its case behind them.

EXT. PALACE LAKE - NIGHT CRANE DOWN from bridge as a car exits the now - quiet Palace and crosses to reveal a SMALL BLACK ZODIAC in which we find Mac and Gin, dressed in dark silver mylar thermal suits, diving bags carrying all their gear. They both have lights mounted on head bands. MAC Ready? GIN -LRB- beat. -RRB- Ready. Mac pulls on his face mask, slides backwards into the black water. Gin follows behind him.

EXT. PALACE LAKE - UNDER WATER Mac swims through the murky water. Once he gets under the bridge he switches on his head lamp. Up ahead, in the dim light, we see a window covered with rusted bars. Mac pulls out his slice pack, turns on the valve, and begins to burn the bars.

EXT. LAKE - NIGHT - MOMENTS LATER They swim through the now - cut gate, toward us, shining their light through the dark dirty water. They enter a narrow tube, their feet disappear and then the light dims into blackness.

INT. TUNNEL - NIGHT They emerge from the water. Gin leads as they belly crawl up a dank tunnel that narrows as they go. This is creepy, scary hard. We hear their breathing. Gin's headlight picks out a reddish glint. Holy shit. A rat. She's overcome with claustrophobic panic! Her mouth goes dry at cotton. Her breath comes in gasps. She ca n't move. She can barely get the words out. GIN -LRB- continuing. -RRB- There's a rat. MAC There's a bigger bloody rat behind you! Get your ass in gear! She takes a breath, begins to crawl again.

INT. PALACE - TUNNEL - NIGHT They reach a rusted steel door. Mac pushes it in. An old shelving unit on the other side falls to the floor.

INT. CASTLE BASEMENT - MOMENTS LATER They make their way through the maze of a class foundation - hand - laid brick piers supporting thick cut beams, over which has been laid a wood sub - floor.

INT. GREAT HALL - NIGHT The party - goers are leaving. The clock hands jerk closer to midnight. It's 11:58.

INT. CASTLE BASEMENT/INT. PALACE/INT. MASK ROOM - INTERCUT They reach a chamber where all the piers and beams are reinforced steel, the floor solid concrete. We are beneath the Imperial Gallery. They move urgently now. Mac takes out a receiver, homes in on the signal from the mini - transmitter he taped to the floor. He measures out a certain distance one way as she measures the other. He carefully marks the square on the concrete, eighteen inches on a side. As they work Gin pops some bubble gum into her mouth. MAC Less than a minute. Gin hands Mac the blade det cord. Mac quickly squeezes it onto the concrete. Gin sets up the decibel meter. GIN -LRB- continuing. -RRB- Five, four, three, two, one. DONG! goes the big clock chime and BOOM! in perfect synch goes the first explosion. MAC And two - DONG! Boom. We now see what they've been practicing. MAC -LRB- continuing. -RRB- And three - DONG. Boom. MAC -LRB- continuing. -RRB- And four - DONG. Boom. MAC -LRB- continuing. -RRB- And five - Inflate! DONG. As they jump back, Gin pops the valve on the mylar air bag. They stick levers into two of the holes. DONG. MAC -LRB- continuing. -RRB- And six - They pry the two sides. DONG. MAC -LRB- continuing. -RRB- And seven - CRACK the concrete square falls onto the inflated air bag, revealing the marble square of the floor. DONG. MAC -LRB- continuing. -RRB- And deflate! - Eight - They move the ram into position. DONG. MAC -LRB- continuing. -RRB- Nine - air! Gin works the valve. BAM! The ram strikes against the marble. DONG. The decibel meter jumps, coming perilously close to a read line drawn on it. MAC -LRB- continuing. -RRB- Ten - More air! In the Mask Room we see the slightest bit of dust rise from one of the marble squares on the floor. DONG. GIN It's too loud! MAC -LRB- cont'd. -RRB- Eleven - More! Gin turns the valve even more, her eye on the decibel meter. Mac carefully shifts the ram striking point. MAC -LRB- continuing. -RRB- And twelve. DONG. Bam. The ram hits the last time. In the Mask Room, one of the marble squares floats slightly above the floor. A GUARD walks through the Great Hall. He enters a card into a check - in box, which beeps quietly. Then he continues his rounds through the debris of the party. Mac has his hands on the marble. MAC -LRB- continuing. -RRB- Rollers. She hands him black pipes which he places under the marble. MAC -LRB- continuing. -RRB- Gently, very gently. They lower the marble onto the rollers, then roll it away. The basement is bathed in the dim light of the Mask room. Mac carefully extends the 20 centimeter rod. They know they ca n't go above that. Mac positions the camera, which comes oh so close to the top of the rod. He opens a palm top computer with a mouse that lets him control the camera, tests it, surveys the room on his screen. He positions the tripod with its laser magic arms, carefully sets it. She mounts the first light. They are head to head, extremely close, in the narrow opening. GIN Contact. She turns on the laser. On Mac's screen we see a red beam stream out directly into the PIR sensor. The guard has made his way closer to the Mask room. He inserts his card into the next checkpoint. In the Great Hall, the hands of the clock move to 12:02. Mac positions the next tripod through the small opening. On Mac's palm top monitor we now see a maze of red lights exactly like the yarn on his floor. Mac turns to Gin. It either works now or it does n't. They share a long look, then she crawls up through the narrow opening, into the room. He looks at his watch. MAC Less than four minutes now. For a moment she lies on the floor, still, the Mask looming over her on the other side of the room. We hear her breathing. As he talks her through, MOS, she begins the delicate tai chi around the beams which only Mac can see. If she breaks one, she sets off the alarm. We are on her face, then his. The concentration is intense. He is dancing through the beams using her body. It is as intimate, if not more so, as their dance. The Guard checks in at another checkpoint. The clock says 12:04. Finally she makes it to the Mask, pulls out a tiny palm top, scans a series of numbers, then enters them into the keypad. Very slowly the canopy above the Mask begins to rise. GIN -LRB- continuing. -RRB- Thank you God. MAC Watch the pressure switch. She has a knife in one hand, ready to slide it carefully under the Mask. But her hand begins to shake. Pulls back. Tries again. Damn! Worse! Mac does n't bully her now. He talks softly and confidently, mentor to protege, professional to professional. MAC We all get the shakes. Deep breath now. In through the nose. Out through the mouth. She tries, but her hand still shakes. The Guard enters the room before the corridor leading to the Mask Room. The Great Hall Clock says 12:05. Mac glances at his watch. MAC -LRB- continuing. -RRB- Okay, think of a beach, palm trees swaying in the wind, the gentle sound of the surf. Think of nothing. She closes her eyes, tries to imagine. MAC -LRB- continuing. -RRB- Or a great big rat, about to take a bite out of your ass. She opens her eyes, grinning and determined. She sticks her hand with the knife toward the base of the Mask again. It shakes, but she steadies it, slips it under the Mask! Ahhh. MAC -LRB- continuing. -RRB- Good girl. No hurry, but the guard's coming down the corridor. The Guard turns into the corridor leading to the glass doors. Gin carefully lifts the Mask, holding the knife under it. The Guard approaches the Mask Room. We see the double doors, but not the Mask case. He stops and takes a sip of champagne from a half - empty glass. Gin slowly slides the Mask over to the edge of its pedestal and into her bag while holding the knife down. GIN Preparing pressure switch neutralization device. The we have a wonderful low - tech moment. She takes the BUBBLE GUM out of her mouth, sticks it on the Mask mount, then lifts her hand away. Success. MAC Just speed it up a bit. The big clock says 12:07. The Guard idly glances into the Mask Room. He does a double take. What the bloody hell?! There's a mask there, but it's Gin's party mask. The real Mask is gone.

EXT. PALACE LAKE - NIGHT Splash! Mac bursts through the surface of the lake! He climbs into the Zodiac, slips off his mask. Splash! Woof! Gin comes up, gasping, thrilled. GIN Oh God! Oh God! MAC Give me the Mask. She undoes it from around her neck, lifts it up to him. She reaches up her hand, expecting him to help her in. He does n't. He stares at her, dark, baleful. MAC -LRB- continuing. -RRB- Now's when you tell me who you really are. He grabs her by the hair, then shoves her under! She comes up gasping. MAC You work for Hector Cruz at Webber Insurance. You're a bloody cop. She treads water, tries to talk through her sputtering and choking. WHOOP! WHOOP! WHOOP! An alarm goes off in the Palace. Lights pop on all around the building. In the b.g. we see people running toward the Palace. GIN I'm not! He shoves her under again! Lifts her back out! She's gasping for breath, terrified, desperate. GIN The insurance job, it was cover. That's how I got the code! The boat has drifted out into the light. Police cars race over the bridge right above them. Mac pays them no attention. GIN -LRB- cont'd. -RRB- For God sake, the cops! He stares at her. Impenetrable and menacing. MAC So you're playing both sides of the street. Keep the Mask, turn me in. Down under the dark water again! Then up! GIN Please! I'm a thief! Like you! Mac thinks for a moment. MAC Okay, you're a thief. GIN Yes! Yes! MAC What do I need a thief for? I've got the Mask. He shoves her under again! For a long time! When she comes up this time she's terrified now. GIN The big job. MAC There is no big job. He starts to shove her under again. This is very scary. GIN It's a billion! MAC A billion what? GIN Dollars. He's about to dunk her again, for the final terrible time. GIN That's just your share. Mac stares at her for a long beat. GIN -LRB- cont'd. -RRB- Please. Trust me. What is he going to do? We do n't know. His face is hard, gives us nothing. MAC Get the hell in. He pulls her unceremoniously into the boat. She lies gasping on the floor like a fish, rolls over and faces the night sky. WHAAOOO! WHAAOO! More police cars race across the bridge, their sirens screaming. Totally unflappable and always unpredictable, Mac reaches down into the boat and pulls out a bottle. MAC -LRB- continuing. -RRB- Whiskey? Gin can barely get her breath. A moment ago he was about to drown her. GIN No. thank you. Mac savors his. The sirens increase! More police cars! GIN -LRB- continuing. -RRB- Can we celebrate somewhere else? MAC If you want, certainly. Where to? GIN Start paddling, we've got a long way to go. He paddles the boat out of frame and the dark lake DISSOLVES

EXT. KUALA LUMPUR - DAY The prow of a boat enters the frame. Gin and Mac are in a small river craft on a narrow brown stream overhung with palm trees and tropical vegetation. As the boat docks, the two of them continue a discussion they have obviously been having for quite some time. GIN Come on. You mean a billion is n't enough? MAC Depends. GIN If you absolutely have to know - MAC Trust me, I do. Beyond them is an extraordinary sight : supermodern buildings, set against deep green tropical mountains : the architectural design laboratory that is Kuala Lumpur, city of the third millennium. GIN Amazing, is n't it? Gin is putting Mac off a little, having her fun now. MAC Extraordinary. He's not even looking. He wants his answer. GIN Eight. The whole job is 8 billion.

INT. TAXI - KUALA LUMPUR - DAY The taxi makes its way through open air markets shoe - horned between sleek white towers. MAC I'm getting less than fifteen percent! GIN You're not happy? I'll make it 80 - 20.

EXT. KUALA LUMPUR - CROWDED DISTRICT - DAY The taxi stops. Gin and Mac get out. Gin pays the driver. They walk toward the unmarked door of an unmarked warehouse. MAC To be fair, it's your plan, you should get at least 30 per cent - GIN My eighty, your twenty, smart guy - MAC It's fifty - fifty. Gin flips down a metal cover on the warehouse wall, revealing a control panel into which she enters a code. The door opens, revealing circular stairs. Gin heads up. MAC -LRB- continuing. -RRB- What can you do with six billion dollars you ca n't do with four? GIN Hold the record. Alone. On Mac's face we see grudging respect. MAC That's my girl.

INT. GIN'S LOFT - DAY The stairs lead us into a huge loft, hardwood floors stretching to shuttered windows. Not a single personal item anywhere. MAC It's. homey. Gin unpacks the Mask, opens a closet along the wall, pulls back a row of men's clothes. MAC -LRB- continuing. -RRB- Finally, a personal detail. Boyfriend? GIN No. I do n't carry baggage. The echo with his line is deliberate. She's dialing in the safe combination, she's constantly moving. MAC Smart girl. He examines some men's work overalls and a tuxedo. MAC -LRB- continuing. -RRB- Hmmm, 44 long. GIN That is your size, is n't it? She puts the Mask into the safe, then closes it back up. MAC So we're here. What's the job? She goes to the windows, throws open the shutters. Framed in the windows is a matched pair of ivory towers that seem to rise into the heavens. Connecting them is an airy sky bridge of glass and metal. It's a truly incredible sight. GIN The Petronas Towers. World's tallest building. MAC We're going to steal it? Interesting. She holds out her hand. GIN I need the Rembrandt. Mac produces the tube with the painting. MAC What for? She hands him a stack of photographs, notebooks, maps. GIN Some homework for you. There's food in the fridge. Briefing at six. Do n't be late. She leaves. We stay on Mac's face. Okay, I'll play along for a while.

EXT. KUALA LUMPUR - DAY In long shot we see Gin arrive at the headquarters of CONRAD GREENE, ex - CIA Asia hand, now the expatriate head of a business of questionable legality.

INT. GREENE'S OFFICE - MOMENTS LATER A POCKMARKED YOUTH escorts Gin into Greene's office. Greene is mopping his face with a scarf. GREENE The damn heat. Rots the flesh. Rots the soul. It's a shame colder countries do such good police work. He holds out his hand to Gin, who takes it. GIN We all live with injustice. CLICK. CLICK. We hear the sound of a camera shutter.

EXT. GREENE'S OFFICE - SAME Thibadeaux takes Gin's picture through the window as she shakes hands with Greene.

INT. GREENE'S OFFICE - SAME She hands him the mailing tube. GIN I wanted to deliver it personally. He takes it out, stares at it. GREENE A true masterpiece. He hands her an identical mailing tube. GIN -LRB- re : the painting. -RRB- So who's getting that? GREENE I'm thinking my old CIA friends will peddle it to Russia for a little plutonium. The plutonium to an unmentionable Middle Eastern Country - in return for embargoed oil on tankers for delivery to me. Elegant, no? GIN You are the scum of the earth. GREENE Gin, Gin, you flatter me. GIN I need the rest tomorrow. It has to be tomorrow. Or forget the Mask. GREENE Always in a rush. She stands up, her business over. But there's a reptilian evil behind Greene's oily demeanor. GREEN Oh Gin, if you do n't come through. We'll be making a - shall we say - more up - to - date death mask. Do I make myself clear? His unctuous smile.

INT. GIN'S PLACE - MAGIC HOUR Gin returns, carrying the metal canister. The place has that empty feel. GIN Mac? No Mac. She paces for a moment, does n't want to think what she's thinking, ca n't avoid it. She walks to the closet. The safe's slightly open. GIN -LRB- continuing. -RRB- Please Jesus no. She opens the safe. EMPTY. Except for a note : IOU 1 MASK. She stabs at her message machine. No messages. She bangs the machine! Damn! She dials Mac's number. MAC -LRB- message. -RRB- I'm not in. You can leave a message but I wo n't call back. She throws the phone down! She rips through the clothes, throwing them onto the floor! She throws out everything in the cabinets! Empties the drawers! No Mask. Nowhere. Devastated, she slumps to the floor. This is as bad as it gets.

EXT. MALAKA MARKET - SAME On piers by the brown water we see locals gobbling their meals. At a narrow table we find Mac, chopsticks in hand, mouth full. On his plate is a whole fish. Thibadeaux sits down beside him, looks at the bowling ball bag. THIBADEAUX This your bowling night? MAC Check out my ball. Thibadeaux does not lift out the Mask. THIBADEAUX I did n't think I would see this baby again. Talk about plug ugly. Thibadeaux is not one to appreciate art. THIBADEAUX -LRB- continuing. -RRB- Who'd pay 50 million for this? MAC People of taste and judgement. THIBADEAUX People with more money than sense. MAC It's not just art. Dear boy. It's history. Something you Americans do n't care about - because you have n't got any. THIBADEAUX That's because we live in the future. Dear boy. Which is what's on my mind. He spreads out the photographs of Gin and Greene. THIBADEAUX -LRB- cont'd. -RRB- Your girlfriend. Mac picks up the photographs, looks at Gin's image. MAC She's not my girlfriend. Thibadeaux studies his face, not quite buying it. THIBADEAUX Uh huh. What's she doing with our old friend Conrad Greene? MAC Her job? THIBADEAUX What is her job? MAC It's a bank job that's all I know. You've got to have faith Thibs. THIBADEAUX Faith is angels dancing on the head of a pin. I've got to have trust. You would n't be thinking of changing partners, would you? You change partners, you change the rules. MAC Thibs, after all these years together - THIBADEAUX -LRB- passionately. -RRB- I do n't want this girl to fuck you over. MAC I wo n't let her. THIBADEAUX Look, we've got what we need. -LRB- meaning : the Mask. -RRB- Mac examines the Mask. MAC A touch of immortality. -LRB- beat. -RRB- That's why art is all that matters. It lasts. We do n't.

INT. GIN'S PLACE - NIGHT The place is dark. The only light comes from the Kuala Lumpur skyline. We can feel Gin's presence in the darkness. Hear the freight elevator. Mac enters. MAC -LRB- Ralph Cramden. -RRB- Hi, honey, I'm home. BAM! Someone coldcocks him! Stunned, he falls to his knees. Looks up woozily. Standing over him is - Gin. Furious. GIN You bastard! Then she swings at him again. This woman does n't fight like a girl. BAM! Really connects this time. He goes down like a sack of potatoes and the momentum of her swing carries her down onto the floor with him! GIN -LRB- continuing. -RRB- Sonofabitch bastard! She keeps trying to beat on him. MAC Stop for a bloody second! GIN I trusted you! I TRUSTED YOU! He holds her tight, trying to subdue her. MAC It's in the bag, the Mask is in the bag. She catches her breath. He lets her up, she sees the bag. GIN Oh my God, I thought - She's embarrassed and relieved. But what really upset her is not only losing the Mask but losing him and that realization comes in a long moment of silence. GIN -LRB- continuing. -RRB- I thought you'd gone. She struggles to get control of her uncontrollable emotions. GIN -LRB- cont'd. -RRB- Get out! Just get out! Get the fuck out! Get out! As she pushes him away, the tears come. MAC Hey. hey. He starts to hold her, she pushes him away, then all the hurt and anger goes out of her and she lets him hold her. Their faces are so close, hers streaked with tears. And it's her who kisses him first. He holds back for a moment but only for a moment and then he kisses her and then all the emotion they've held in flows out. And then, breathing hard, she pulls back. GIN I've got to know something. He stares at her. GIN -LRB- cont'd. -RRB- At the Palace, in the lake -? MAC Would I really have drowned you? She nods. Yes, that's it. MAC -LRB- cont'd. -RRB- Absolutely. And he says it so simply and so honestly that she begins to smile. GIN Good. I'd have done the same thing. MAC Any more questions? She gently closes his nostrils with her fingers. GIN Now I'm going to drown you. She kisses him, covering his mouth over and over, so he ca n't breathe. And that goes from playful to for real. Her hand goes under his shirt, his under her blouse. Legs intertwine, breathing gets heavy. We see skin and then more skin and two bodies becoming one.

INT. GIN'S APARTMENT - NEXT MORNING Splash! Water goes on Mac's face. For a long moment he looks at himself in the mirror. He's broken all his rules.

INT. GIN'S APARTMENT - KUALA LUMPUR Mac walks back into the apartment. Gin lies naked in the bed, her back to him. He sits down on the bed. Stares at the curve of her body. He reaches out and traces the line of her back. We go to Gin, who we think is still asleep. But her eyes are open and filled with emotion. The night together has been as powerful and confusing for her as it was for him. She rolls over and into Mac's arms. For a moment they hold each other, no irony, no distance. MAC Did you ever wish - you could trade all your secrets - straight up, with someone? Just once? She does n't know how to respond, so tries to find some solid ground by trying to treat her deep feelings with a light touch. GIN What would that make us, in love or something? And then it's his turn to retreat. MAC Or something. For a moment their eyes meet, but the emotions have gotten ahead of the words. There's an emotional nakedness that needs a fig leaf. And when the words come they seem simple and honest and without guile. GIN We broke the rules, did n't we? MAC Yes we did. -LRB- beat. -RRB- Time for business, I think. GIN I think so, too. She wraps the sheet around herself.

INT. GIN'S APARTMENT - KUALA LUMPUR - LATER THAT MORNING Coffee cups half drunk. The remains of breakfast. Gin has a large map of the world up on the wall. GIN Here. The Headquarters of the World Bank in Washington, D.C. From the World Bank - She draws lines with a pen. GIN -LRB- continuing. -RRB- Hackproof, firewalled, dedicated lines to computers in its branch offices around the world. Sydney, Tokyo, Geneva, London and - Kuala Lumpur. The only access is in the control room in Washington or in the totally secure computer in the branch office. He's smiling at her, a big undeniable smile. They're out of the emotional deep water. He's the old Mac again. GIN -LRB- cont'd. -RRB- Are you paying attention to what I'm saying, Mr MacDougal? MAC I love it when you talk technical. She pulls down a photo of the Petronas Towers. GIN -LRB- continuing. -RRB- And I have n't even got to the sexiest part yet. That computer is on the 86th floor of this tower. Every floor above 75 is accessible only through tight security. The final vault can be entered only with a randomly changed key code that is unbreakable. Only one man has free access. She puts up the photograph of a CHINESE MAN.

EXT. PETRONAS TOWERS - DAY We see that very man exit the Petronas Towers, accompanied by bodyguards. They head for a waiting Mercedes, but are distracted by a melee among workers putting up decorations for the big New Year's eve party. GIN -LRB- V.O. -RRB- Lee Feihong. The Chairman of the World Bank of Kuala Lumpur. Suddenly the Pockmarked Youth we saw in Greene's office rushes out of the shadows! Sprays something in the chairman's face!

INT. GIN'S APARTMENT - KUALA LUMPUR - SAME Gin continues her briefing. GIN Now thanks to our friend the Millennium Bug the World Bank ca n't risk chaos tomorrow night when the computers switch over to the year 2000. So they're going to run integrity tests.

INT. WORLD BANK - WASHINGTON - REHEARSAL A war room. We see big clocks on the wall, each with a different label corresponding to the regional centers. GIN -LRB- V.O. -RRB- just before midnight local time they're going to shut down the main frame in each zone for thirty seconds - The DIRECTOR runs the operation. He wears a headset and talks to OPERATORS working a bank of terminals. DIRECTOR All right people, ready for full rehearsal? I want this running smooth as shit out of a duck. OPERATOR Ten seconds to shutdown in Sydney. We see the clock marked Sydney illuminated with a red light. It is at 11:59:25 and counting. OPERATOR 2 Two, one. Sydney shut down. DIRECTOR Run test programs. GIN -LRB- V.O. -RRB- While they're running the test programs, every financial institution plugged into the main frame is out of commission. The Director paces, drinking coffee. OPERATOR All systems check. The Sydney clock reads 11:59:50. OPERATOR 2 Ten seconds til resumption. Five, four, three, two, one. The clock hits 12:00:00 DIRECTOR Are we on line? Everyone checks their terminals. OPERATOR On line. DIRECTOR Okay, everybody. That was absolutely perfect. -LRB- beat. -RRB- Let's do it again.

INT. GIN'S APARTMENT - KUALA LUMPUR Gin turns to Mac. MAC Very interesting. What's the gig? GIN This. She takes an Enya CD out of her bag. MAC We're going to steal Enya from the Petronas Towers. I like it. She's trying not to laugh. GIN I spent five years at Webber Insurance - five years tied down, cooped up - It's not a pleasant memory. GIN To steal all the confirmation codes I put on this. It tells the World Bank computer to transfer a few million dollars from hundreds of accounts all over Southeast Asia - into my account. MAC You mean our account. GIN Right. Total : Eight Billion and change. Laundered so clean even the Mafia could n't find it. It will be months before they even figure out it's missing. MAC Clever girl. GIN All we have to do is get this CD into that computer. She taps a photograph of the computer room, then glances at her watch.

INT. OPHTHALMOLOGIST'S OFFICE - DAY - SAME A DOCTOR moves a Retinal Scanner against the Chairman's face. The Doctor looks into a box to view a Laser scan the pupil, up and down, side to side. GIN -LRB- V.O. -RRB- Which is being taken care of right now. The Doctor moves to a computer monitor with a graphic rendering of the banker's retina, which he enlarges and studies for a moment, face grave.

INT. GIN'S APARTMENT--KUALA LUMPUR Mac gets the picture. But there's still a big problem. MAC You get us into the computer. How do we get into the building? Gin opens the tube Greene gave her. GIN That's your department. And out comes roll after roll of plans.

INT. GIN'S APARTMENT--KUALA LUMPUR--MONTAGE--TIME PASSING Mac pores over the plans. We see diagrams of elevator shafts, security systems, air - conditioning ducts. Wiring schematics. It's getting dark. Mac has covered the plans with neat drawings and bold magic marker lines and key words. We see arrows running from one section to another, times in parentheses. Gin comes by, looks over his shoulder, gently touches him, but he keeps marking the plans. As he works he talks to himself and runs a stopwatch. His movements are graceful, like a sculptor's. The sun is coming up. Mac has all the plans organized. Stacks of notes to one side. Diagrams neatly arranged. A time schedule written up. Gin brings a cup of coffee. Looks at him. Well? MAC It's doable. She smiles. Great! MAC -LRB- cont'd. -RRB- We need two weeks. GIN I told you. It's got to be tonight. MAC Impossible. There's a long beat while she stares at him and he stares back, unblinking. GIN Fifty - fifty. MAC Say that again, a little louder. GIN You heard me. Four billion dollars, your share. Mac thinks that over. MAC Plus the cost of the Jag. GIN Okay. Yes. There's a twinkle in his eye. You got to love this girl. MAC Just doable. He hands her a list. MAC -LRB- cont'd. -RRB- I'm going sightseeing. You do the shopping. He sounds like a suburban hubby discussing shores. She takes a small satellite dish out of a cabinet. GIN -LRB- continuing. -RRB- And could you do an errand for me, dear? Put this up on top of the north tower, pointed at the south one? MAC A microwave? GIN I've already put up its twin on the roof of a building near the World Bank in D.C.. The Bank's computer gets its time from the Atomic Clock in Denver by guess what? Microwave. -LRB- beat. -RRB- I need thirty seconds to connect my laptop to the computer and hook up Enya. And I need ten seconds to download our money before the other banks start using the computer again. MAC The thirty seconds is coming from the integrity checks, where do the ten seconds come from? GIN We're going to steal them. She grins and taps the microwave dish.

EXT. PETRONAS TOWERS - DAY Playing tourist, Mac videotapes the building as trucks arrive at the DELIVERY DOCKS.

INT. PETRONAS TOWERS - DAY He strides through the ATRIUM, his eyes scanning the security guards, the party preparations, everything. He joins a group of tourists riding up the GLASS ELEVATORS in the Atrium. As they all stand in front, facing out, he stands in back and stealthily raises his arm under the video camera and velcros his own camera right beneath it.

INT. PETRONAS TOWERS - DAY Mac is the last one out of the elevator. Through his camera we see the image of an empty elevator car.

EXT. PETRONAS TOWERS - DAY Mac walks across the SKY BRIDGE with the tour group. It's all glass and steel, on two levels, like two train cars on top of each other. From the main building to the large STEEP STRUTS underlying the bridge STRINGS OF LIGHTS are being hung for the Millennium party. Mac's on a parapet. He takes the Microwave Dish out of his bag and positions it beneath a cranny by the air conditioning equipment. He aims it at the tower across the way. Sets a timing device. The GUIDE comes out, looking for him. Shakes his finger. You ca n't be out here. Mac grins, points to the opposite tower. MAC It's very big.

INT. GREEN'S OFFICE - CLOSEUP - MASK We are tight on the Mask, which has - eyes inside it. Hands come off, take the Mask away. The eyes belong to Greene, who has been trying the Mask on. GREENE For a moment there, I felt what it must have been like to be the Emperor's consort. He hands Gin a pair of strange skin - colored goggles with the retinal scan built in. GREENE -LRB- continuing. -RRB- Your shades, my dear. He hands her a card. GREENE -LRB- continuing. -RRB- And a copy of the Chairman's access card to the 86th floor. Gin tries on the retinal glasses. GIN Anything else I need to know? GREENE As a matter of fact, yes. Confucius, he say : Do n't use a hatchet to kill a gnat in your eye. She takes off the glasses.

EXT. KUALA LUMPUR - DAY Gin leaves Greene's office. We track with her down the street, through the preparations for the big party that night. Street musicians play, the street noise rises. It's festive. Normal life. Suddenly, TWO TOUGH GUYS snatch her right off the sidewalk! Muscle her into a little noodle joint!

INT. NOODLE JOINT - MOMENTS LATER There, sipping some tea, is Cruz. CRUZ Surprise. GIN What are you doing here? CRUZ Helping you. GIN I'm so close, do n't you dare screw this up! CRUZ There's no art in MacDougal's league here. What's he up to? GIN I do n't know. CRUZ You do n't know. GIN He has n't told me yet. CRUZ He has n't told you. His echo of her words makes them sound hollow and false. GIN He does n't trust me enough. CRUZ Why not? GIN Because he's MacDougal. He can smell mold on cheese a mile away. CRUZ He's setting you up. GIN I do n't think so. CRUZ You're too close to see it. I'm pulling you out. GIN You ca n't. CRUZ Tell me why. GIN Because if you do you'll never get this close again. He stares at her. Long pause. She's got him. GIN Can I get back to work now? CRUZ Sure. Of course. Do your stuff. She gets up to leave. CRUZ -LRB- cont'd. -RRB- Do n't worry. I'll be right there. GIN That's a relief. CRUZ -LRB- beat. -RRB- You would n't be thinking about leaving the reservation, would you? GIN You do n't even trust yourself, do you? That's not even worth a response. CRUZ Baker? Remember - this is for keeps. He lets the cold finality of that sink in. She nods. I will. As she leaves, two other STREET GUYS enter. They look sharp and competent and dangerous. CRUZ -LRB- continuing. -RRB- Follow her.

INT. GIN'S APARTMENT - KUALA LUMPUR A long table filled with gear. Mac and Gin are going through their last check list. It's that pre - combat, pre - performance moment, the last chance to be sure they're ready, on every level of equipment and emotion. MAC Comm kits. GIN Receivers. Transmitters. Charged. MAC So what are you going to do with your share? GIN Disappear. I'm going to turn into a swallow. Just fly away. MAC Sounds lonely. GIN Sounds safe. Sounds free. Mac thinks about that as he keeps checking the tools. MAC Oscilloscope. GIN Calibrated. MAC New millennium, new life. That it? So much is coming to an end. The century, the millennium, their job. Gin's given him her dream, but it's her old dream. Something has happened between the two of them. Are they coming to an end as well? GIN That's it. -LRB- beat. -RRB- That was it. All of a sudden, staring at him, she does n't sound completely convinced. MAC All good things come to an end. GIN They do n't have to. -LRB- beat. -RRB- Video over - rides. MAC Wired. Socket pins set. -LRB- beat. -RRB- Just because you kiss a frog, he does n't become a prince. GIN You did. MAC -LRB- beat. -RRB- Plan B packs. GIN Plan B? We do n't need a Plan B. MAC We always need a Plan B. GIN So what is it? MAC We need it, I'll tell you. GIN What about you? This your last job? MAC Your life - it's all ahead of you. This is my life. It's all I've got. GIN You've got - They stare at each other. She wants to say, you have me, but she ca n't. GIN -LRB- cont'd. -RRB- We've got a lot to do.

EXT. PETRONAS TOWERS - NIGHT The party of the Millennium - Kuala Lumpur version. A pan - Pacific cross - section of formal dress - Western and all types of Asian. A STRETCH LIMO approaches the back of the building. Following discretely behind it is another car, in which we catch a glimpse of the Street Men Cruz sent to follow Gin.

INT. STRETCH LIMO - SAME We see Gin in a beautiful dress, then Mac in a workman's overalls with both operations bags. MAC I've never felt so underdressed in all my life. Gin glances at her GPS watch. GIN Synchronize. They punch in the same atomic time. GIN -LRB- continuing. -RRB- And now - our dishes should be coming on line. And now - our dishes should be coming on line.

EXT. PETRONAS TOWERS - NIGHT On the dish Mac had set out a small LED comes on.

EXT. WORLD BANK - WASHINGTON - SAME - DAY Still daylight. On an office building with a view of the World Bank, another identical dish switches on. GIN -LRB- V.O. -RRB- Every minute we steal a tenth of a second.

INT. WORLD BANK - WASHINGTON - SAME Amidst the war room bustle, we catch a glimpse of the Malaysia clock, which reads 10:45:00 PM. And is it our imagination, or do the seconds tick just a tad slower?

INT. STRETCH LIMO The Limo approaches the loading dock. GIN This is your stop. There's a moment between them, like performers backstage just before the biggest show of their lives. They look at each other. It's intense. Mac starts to say something, she gently touches his lips. GIN -LRB- cont'd. -RRB- Do n't try. She holds out her hand for him to shake. He stares at it, then takes it. For a moment their grip lingers. They stare at each other one last time before they separate. Then Mac gets out. As he does he gives a casual look to the car following them.

EXT. LOADING DOCK - MOMENTS LATER Trucks pass Mac to enter the loading dock. Each one has to stop to go over a speed bump. One of the Street Men has gotten out of the following car and has his eyes discreetly on Mac. A truck stops, blocks his view for a moment, then starts again. And Mac is gone. The Street Man looks around, flummoxed. Then speaks into his transmitter.

INT. LOADING DOCK - MOMENTS LATER A metal mesh elevator raises to an internal loading platform. The truck drives off, the driver waves to the Guard. Then the truck backs into position. As it begins to unload, in the b.g. we see a figure exit through a pair of double doors. Mac.

EXT. PETRONAS TOWERS - NIGHT Standing in a long line of guests, Gin presents an invitation to a SECURITY GUARD.

INT. PETRONAS TOWERS - COCKTAIL PARTY - NIGHT Carrying a flute of champagne, Gin moves towards an hors d'oeuvre station in the ATRIUM.

INT. BANK SURVEILLANCE ROOM - NIGHT THREE SECURITY GUARDS observe the party on forty monitors. GUARD ONE offers commentary on the party guests. GUARD TWO watches real - time video of offices, hallways, elevators, etc.. GUARD THREE converses with GUARD FOUR in the atrium.

INT. PETRONAS TOWERS - NIGHT Mac approaches the door to the Engineering Room, picks the lock. We hear a soft click as Mac enters the room.

INT. ENGINEERING ROOM - NIGHT Electrical boxes and the hum of central security system. Mac closes the door. Talks into transmitter. MAC I'm in.

INT. COCKTAIL PARTY - NIGHT Gin is accosted by a DRUNKEN GUEST, an overbearing, florid ex - patriot of Britain who is drunk enough to believe he's God's gift to the world. DRUNKEN GUEST Well hellooo. What's a nice girl like you doing at a party like this? Gin rolls her eyes and does her best to look amused. Her eyes flick nervously to the clock.

INT. ENGINEERING ROOM - NIGHT Hundreds of cables, each one representing the video feed from cameras throughout the bank. Mac finds a cable labeled 86TH FLOOR, glances at his watch, barks into the micro - transmitter. MAC Elevator. One minute.

INT. TOWERS LOBBY - NIGHT Twin banks of elevators. Stainless steel and marble in Islamic geometry. Gin approaches and leans nonchalantly against the door of the elevator next to the service door. She's got something behind her back. A group of party - goers get into a nearby lift and invite Gin in. She waves them on. She checks her watch. 11:42.

INT. MAINTENANCE AREA - NIGHT `` Closed for Maintenance'' reads the sign that Mac places in front of the service elevator. He walks in, the steel door closes behind him.

INT. ELEVATOR - NIGHT Opening the service panel Mac attaches the cable of the engineer's remote control.

INT. LOBBY - NIGHT Gin waits in the lift lobby. Checks her watch again. Where is he? She reminds herself to breath.

INT. SHAFT - NIGHT Mac climbs out of the elevator hatch. Punches a number into the keypad of the remote. The elevator moves upwards to the first floor. Through the wire mesh panels lining the shaft of the counterweight Mac can now see the roof of Gin's elevator. Using the remote control he inches his elevator up until the two elevator roofs are level. Mac speaks into his headset. mac In position. Two minutes for the panels.

INT. LOBBY - NIGHT Gin listens to the voice in her earpiece. Another group of partygoers approach her elevator. She stands away from the door revealing. an `` out of service'' sign. She shrugs sympathetically as the party folk choose another lift. We also see what they do n't. A small key has been inserted into the lift call panel.

INT. LIFT SHAFT - NIGHT A compact power - wrench whirs. Mac removes the last of the bolts holding a mesh screen panel. With difficulty he climbs through the small opening into the shaft that carries the counterweight. The basement is a hundred feet below, the counterweight a thousand feet above him. Straddling the narrow shaft he begins to unscrew the bolts holding the screen that separates him from the roof of Gin's elevator. MAC -LRB- into headset. -RRB- One minute.

INT. LOBBY - NIGHT A quick look around and Gin turns and removes her key. The doors open and she steps into the elevator she's been guarding. Mindful of the security camera above her she furtively pulls out the STOP button. Presses `` doors close''. The polished doors slide shut. almost shut. THWANG! A foot is thrust through the closing gap, closely followed by the flushed face of the DRUNKEN GUEST who accosted her earlier. DRUNKEN GUEST -LRB- with arch innocence. -RRB- Well! What a lovely surprise!

INT. LIFT SHAFT - NIGHT Mac removes the last bolt. Starts to climb through the narrow opening.

INT. ELEVATOR - NIGHT Delighted with his captive audience the Drunken Guest suddenly pauses mid - pleasantry as he realizes : DRUNKEN GUEST We're not moving! Before Gin has time to protest he turns to the control panel, pushes back the stop button and punches 75! Unable to prevent herself Gin blurts out GIN Mac!

INT. SHAFT - NIGHT Mac is halfway through the opening. Alerted by Gin's warning and by the whine of the machinery he desperately scrambles back to avoid having his head literally torn off by the upcoming elevator. As he pulls himself through, the elevator catches his hand. Rips the wrench away from him. It tumbles into the darkness below. In the narrow coffin - wide counterweight shaft Mac now fights to prevent himself sliding after his wrench. Desperately he hooks his fingers into the mesh. His fingers tear at the openings. and hold.

INT. ELEVATOR - NIGHT Barely able to breathe, Gin stares at the Drunken Guest as he lurches towards her. DRUNKEN GUEST Well I'd say that fixed it! So who's Mac?

INT. SHAFT - NIGHT Mac is in deep trouble. Five hundred feet above him and now hurtling downwards are thirty tons of concrete counterweight. Six feet above him is the opening he must now reach - or he's road - kill. He struggles painfully to the opening, look sup. The counterweight is two hundred feet above him and falling like a guillotine. No wrench. No time to get himself through the narrow opening he grasps the ledge above. Swings back and kicks frantically at the mesh screen below. With the downdraft of the weight roaring in his ears, Mac kicks again and again until the screen buckles and falls. Mac lands on the service elevator roof as the weight sweeps down behind him, crushing the protruding screen with sickening ease.

INT. ELEVATOR - NIGHT Seemingly answering the Drunken Guest's question. Gin touches her earlobe talks into her watchstrap mike. GIN Mac? DRUNKEN GUEST Yes, Mac! And then Gin hears what she's been waiting for. MAC I'm okay. But we've lost time. What floor are you on? Unable to suppress a smile at hearing that familiar gruff voice Gin looks at the Drunken Guest and says GIN 75th? Misunderstanding the smile and the apparent question the Drunken Guest leans into Gin pinning her back against the side wall. DRUNKEN GUEST Absolutely. All the way. Now maybe you could help a chap see in the New Year with a bang. What do you say?

INT. SHAFT - NIGHT MAC -LRB- into headset. -RRB- I say you get rid of Boy Wonder really fast before our New Year goes bang. Now listen fast.

INT. ELEVATOR - NIGHT Gin does. Meanwhile the Drunken Guest who thinks he has her total attention blathers luridly about making fireworks together. Gin looks up at the video camera.

INT. SURVEILLANCE ROOM - NIGHT In the black and white image on the monitor this looks like just another drunken boy meets girl kind of thing. The guards grin at each other. Looks like interesting viewing. SECURITY GUARD 1 Ten Marlboro say he get kiss.

INT. ELEVATOR - NIGHT In mid - flight about the sparks that are going to fly between them the Drunken Guest's face suddenly undergoes a strange change. An alcohol - anesthetized body suddenly perceiving. pain. Unseen by the video camera Gin literally has him by the balls. Never letting the camera smile leave her face she talks firmly and evenly to him. GIN Now listen buddy. You just nearly hurt a very good friend of mine. Now if you do n't want me to hurt a very good friend of yours you'll just get out right now and walk away as fast as you can. Capeesh? The elevator has stopped. The shocked Drunken Guest nods mutely and stumbles painfully away. The Chinese security guard sees her still in the lift. chinese security guard Ca n't go no higher. Only VIP. Gin mutters something about the wrong floor and hits the button for a lower floor. She whispers into her mike. GIN On my way.

INT. SHAFT - NIGHT Mac is pulling on heavy work gloves. His face is tomahawk - sharp with anticipation. In front of his face the heavy greased cable of the counterweight throbs as the weight speeds up towards him. MAC -LRB- into mike. -RRB- Not forty - one. Not forty. Exactly between. Alright kiddo?

INT. ELEVATOR - NIGHT 70. 69. 68. Gin looks at the red LED level indicator as it drops with frightening speed.

INT. SHAFT - NIGHT And now the counterweight just visible, sweeping upwards from the darkness below. Without hesitation Mac reaches forward, grabs the vibrating cable and using his gloved hands as a brake, slides down the cable to meet the on - coming weight. Mac has to slow down if he's not going to meet the weight at free - fall velocity. Smoke seeps from his gloves as the friction bites. His face contorts with the effort but his feet hit the weight and suddenly he's being swept upward at the frightening speed.

INT. ELEVATOR - NIGHT 54. 53. 52. Gin's stopped breathing again.

INT. SHAFT - NIGHT At this level, there's no mesh screen between the counterweight and main elevator shaft - only a series of horizontal bracing girders. They flash past Mac's face as he looks up. The elevator is now coming down towards him like Dorothy's house in the tornado.

INT. ELEVATOR - NIGHT ECU Level Indicator. 46. 45. Gin's hand hovers by the stop button. Here come the shakes again.

INT. SHAFT - NIGHT And now the lift and counterweight are drawing level at huge closing speed. MAC Now!

INT. ELEVATOR - NIGHT Gin yanks the stop button. The elevator bucks and judders as it slows. 42. 41.

INT. SHAFT--NIGHT Mac stands poised to jump as the weight slows. The elevator draws level but a girder blocks the way! To make the jump he must wait for a precious second as the gap between him and the elevator roof starts to widen. And now he's clear. He launches himself into the growing void.

INT. ELEVATOR - NIGHT Gin winces with the sound of Mac's body hitting the elevator roof. The car shudders to a standstill and everything is suddenly eerily quiet. GIN Mac? Nothing. GIN -LRB- cont'd. -RRB- Say something.

INT. SHAFT - NIGHT Sprawled on the elevator roof Mac lies inert. Close on his face. And then his eyes open and wince closed again. MAC We've got six minutes to Doomsday. Move your arse woman.

INT. ELEVATOR - NIGHT Gin breathes again. Masking the panel from the camera she hits the button for the 74th floor.

INT. SURVEILLANCE ROOM - NIGHT The security guards look perplexed. GUARD 1 is suddenly hopeful of winning his ten Marlboro again. SECURITY GUARD 1 -LRB- knowingly. -RRB- She go back for kiss.

INT. SHAFT - NIGHT On top of the moving elevator Mac has now removed a small portable video player. On the screen we see the image of the empty elevator. He squats by a connection box, cable to the video player in hand.

INT. ELEVATOR - NIGHT The level indicator bleeps out 73. 74. and stops. The doors swish open. Gin steps forward.

INT. SURVEILLANCE ROOM - NIGHT The guards watch as Gin steps out of the elevator and the doors begin to close behind her. And now in fast succession. Mac pulls out the camera cable. The monitor in the surveillance room shows the briefest glitch as. Gin presses the elevator call button and the doors open immediately and. Mac inserts the cable from his video player and. The monitor resumes showing just what it showed before - an empty elevator, doors closed. The guards shrug. Nothing too unusual.

INT. ELEVATOR--NIGHT Gin looks up at the hatch above her expectantly. Mac swings down through the hatch and lands next to her. MAC Next time we rehearse. He hands her her ops bag. Gin pulls out the access card Greene gave her, slips it into the reader. A green light blips, the level indicator displays `` Executive Floor 86''. Access Granted. The elevator rolls upwards. Gin looks at her watch. GIN There is no next time.

INT. BANK SURVEILLANCE ROOM - NIGHT Cruz listens into his receiver, barks out to the surveillance guards. CRUZ We lost her. You got her on the elevator? GUARD She was on D - 6, but she must have got off. It's empty now. They look at the screen. The elevator appears empty. CRUZ I smell something and it's not roses. Look, get me a list of every piece of valuable art in this building, every painting, every statue, every safe deposit box. And you better have your SWAT team stand by. The Police Officer gives orders into his own transmitter.

INT. PARTY ELEVATOR - NIGHT The doors open on the 86th floor. Out comes the periscope mirror, snakes just outside the elevator door. THEIR POV : a long corridor with a secured containment door at the end. Four video cameras are strategically placed to expose intruders, while an ultra - sonic alarm covers the floor. Mac checks his watch : 11:45. MAC Time runs backwards now.

INT. ENGINEERING AREA Where Mac had worked the wires, we see a light go on a video device.

INT. BANK SURVEILLANCE ROOM - NIGHT REVERSE POV : the corridor of the 86th floor, where the elevator doors are still closed. In the lower corner of the monitor the digital clock ticks backwards, as the security tape now plays in reverse.

INT. PARTY ELEVATOR - NIGHT Mac directs the oscilloscope around the walls and ceiling, listening. Gin hands him the canister of Argon gas. He vents it close to the floor. A blue/green vapor spews from the canister and flows down the corridor. As each sensor in the floor emits a pulse it ripples through the argon fog in a rhythmic pattern. Mac holds out his hand for her. MAC Shall we dance?

INT. BANK CORRIDOR--NIGHT Standing behind her and wrapping both arms around her waist, he moves her forward, legs entwined. The sensor nearest them emits a pulse into the fog, which then dissipates. They step into the fog like a sensual ballet.

EXT. PETRONAS TOWERS Black Mariahs pull up. SWAT teams stealthily deploy. A police helicopter's blades begin to turn.

INT. BANK CORRIDOR - NIGHT Mac and Gin negotiate the last pulse before the door, which has a security keypad with a grid of Chinese Characters. Gin dusts it with ultraviolet powder, revealing smudged fingerprints on several keys. MAC It's an anagram. You have the code? GIN Do n't you? They look at each other. Start translating the characters. MAC Mosquito. ax. eye. Gin gets it. GIN -LRB- continuing. -RRB- Do n't use a hatchet to kill a gnat in your eye. MAC How'd you know that? GIN Confucius say. MAC You are good. They enter the anagram. The door opens, revealing a steel lined ante - chamber leading to the BANK VAULT. Round, huge, heavy steel.

INT. BANK ANTECHAMBER - NIGHT Next to the Vault is a small computer terminal and a mirrored plate with two apertures the width of eyes. Gin hits a key. ON the screen see WELCOME. AUTHORIZATION MODE PLEASE. Two boxes for PASSWORD and SCAN. She hits SCAN. Gin takes out the magic sunglasses, puts them on, then leans to hit her goggled eyes in place. A red scanning light. Vertical track. BEEP. Horizontal track. And the monitor announces. WELCOME CHAIRMAN FEIHONG. And then. a soft CLICK. Gin rips off the glasses, a look of joy on her face : we did it! Mac reaches to Grasp the handle, and the door swings OPEN.

INT. BANK VAULT - NIGHT Icy blue light, a windowless room. The towers of a large Cray supercomputer hum behind a glass wall. In the open area a canopy of smoky armored glass slowly rises, revealing a high - tech terminal with a large flat screen and a junction box on the floor. Mac looks around, shakes his head. MAC In the old days, banks had stacks of gold bullion, safety deposit boxes chock with jewels, huge bundles of cash. Stuff you could get your hands on. Now they've taken all the fun out of it. There's no loot. Gin points at the computer. GIN The loot is right in there. A large clock on the wall matches the one in Washington. Both those clocks say 11:59:20. GIN Time? MAC Eleven fifty nine ten. GIN It's working.

INT. BANK VAULT/INT. WORLD BANK/INT. PARTY/EXT. PETRONAS TOWERS/INT. KUALA LUMPUR TRADING FLOOR - INTERCUT Immediately they set to work, wiring their mini - laptop into the junction box. The Street Men push through the VIP party, looking for Gin. The SWAT team takes up positions. Cruz barks into his transmitter. No one's found Gin. In Washington the Director prepares for the countdown. DIRECTOR Okay people, prepare to go offline in KL. OPERATOR - five, four - On a TRADING DESK in Kuala Lumpur TRADERS work their phones and computers frantically as above them a large trading chandelier announces trades and displays the time, which is 11:58:18. Suddenly their computer screens go dead! On the chandelier a large computer sign flashes : TRADING SUSPENDED. TRADER ONE They're ten seconds early! TRADER TWO Americans. Always in a hurry. The lights go out on the mainframe. Gin and Mac are frantically hooking up the mini - computer. MAC Does this PMC - 12 go here? GIN I think so. MAC You think so? In the World Bank the operators report to the Director. OPERATOR Checks successful. Ten seconds to resumption. Gin and Mac connect the last wires. It looks like they wo n't make it! OPERATOR - three - two - one! In Washington the clock hits 12:00:00. The computer's ready! Gin poises above the keyboard. DIRECTOR Happy New Year, Malaysia! OPERATOR Six hours till Frankfurt. On the trading floor, the Traders sit, poised to begin trading. Their clock says 11:59:50. Gin and Mac check their watches. MAC Go. Go. Gin types the codes in, hits the button. It's tense. They do n't know if it's going to work. For a split second nothing happens, then the big screen begins to flash : DOWNLOADING : TRANSFERRING TO ACCOUNT 642Q10. GIN Come on baby, come on. MAC Six seconds. Series of numbers scroll down the screen. The crowds begin chanting down the millennium. CROWD Five! Four! Three! Gin and Mac join the countdown. GIN/MAC Two. One. BOOM! BOOM! BOOM! Fireworks explode into the air! The towers are wreathed in cascading, incredible fireworks! On the trading floor, the computer screens come back on! TRADING RESUMED flashes on the big chandelier. In the vault the computer reads TRANSFER COMPLETED. The camera circles Gin and Mac, who stare at each other. There are no words for this. And then they kiss, a warm, total kiss. The kiss of the millennium. GIN That was perfect. They disengage, still flush with victory and joy. We follow Gin's hand down as she gently hits the eject on the CD ROM. As the tray comes out - ALL HELL BREAKS LOOSE! ALARMS! KLAXONS! SYSTEM INTEGRITY BREACH! SYSTEM INTEGRITY BREACH! Flashes on the monitor! The armored glass visor over the terminal starts to come down! Right over their computer! GIN Oh my God! Oh my God! She grabs at the visor, but its servo just keeps grinding the visor down! GIN -LRB- cont'd. -RRB- We've got to stop it! Everything's on that disc! Mac grabs the wrench from his pack, jams it under the visor! The servo motor grinds, the wrench vibrates but holds! Mac jabs his hand in, grabs out the disc! In the surveillance room, pandemonium. Lights are flashing! CRUZ Where is that?! POLICE OFFICER World Bank computer vault. CRUZ Goddammit! Right under my nose! Go operational! Now! Mac pulls a Kenny G CD from his pocket, slips it in. MAC Was wondering where to leave this. SWAT Teams charge into the building as a huge party goes on outside. Fireworks, revellers, celebration. Mac and Gin ride down the elevator as he takes off his overalls to reveal his tuxedo underneath. Cruz scans the elevator display. CRUZ Why is that elevator still moving? GUARD ONE Maybe someone called it. GUARD TWO It's empty, sir. They stare at the empty elevator image. Cruz gets it. CRUZ He's looped it. Shut it down! Shut it down! The elevator bumps to a stop on floor 50. The lights inside go out. MAC We may be celebrating a bit too early. Cruz issues orders. CRUZ Intitiate flanking movements! Vertical! Targets on floor 50! Mac and Gin pry open the top of the elevator. Climb out, begin prying open the doors. Mac and Gin run down a hallway, into an empty office. There's a deep, pulsating, vibrating sound. Whop - whop. MAC Blackhawk. And just then the HELICOPTER rises into frame, right outside the window. BLAM! An RPG with a tear gas warhead crashes through the window! The room fills with gas! They begin to cough and wheeze! Gas masks on, SWAT Teams run up the stairs! Gin and Mac head for the stairs! Ca n't go that way! Cruz watches on the monitors. CRUZ Rats in a trap. Coughing and wheezing, Mac leads Gin right back into the tear gas! By the entry hole of the RPG there's a draft of fresh air. Mac picks up a chair, bangs it on the hole, breaks out more glass! Through the hole we see the cable of lights stretching across to the Sky Bridge. Outside the building, fireworks continue. The helicopter hovers on the outside of the tower. But there, wait a minute! The lights strung between the buildings seem to be moving. We go closer. Gin and Mac are going hand over hand! Across the lights, heading for the struts of the Sky Bridge. We're close on them now. Hands on the wire. Faces concentrating. This is too hard! Fireworks burst above them! Far down below we see crowds celebrating. Then the cable sags a little! It's not made for their weight. The support starts to give way! MAC Go! Go! They're close to the strut, they try to speed up, but the cable sags again! The support pulls out of its mooring! The cable pulls free! They swing out, toward the strut, almost smash into it! Then swing back, pendulum out again, head straight for the strut! And Mac grabs it! Wraps his leg around it! Pulls Gin in! Safe! But then the wire swings back, spurting angry sparks from its torn end! It's live! Mac makes two quick turns of his climbing rope, clips on a carabiner, and climbs back down to Gin. The wire swings wide, then heads back. MAC Hang on! He grabs Gin, then kicks away from the highly conductive steel strut, just as - right where they were - the wire hits it in an angry shower of sparks! Mac and Gin swing wide on the rope, high above the ground. Her bag rips off her shoulder and arcs high into the air and then disappears on the way to the ground. GIN Shiiittt! Mac swings back, grabs at the strut, ca n't hold, spins, kicks hard at it with his foot, swings back again. Gin is barely hanging on. She ca n't do another swing. Mac grabs desperately onto the handhold, swings a leg around, and she grabs on as well. Safe. Sort of. Mac and Gin are dwarfed by the struts. Behind them is the black sky laced with fireworks and the stark geometric design of the building. Far below them the celebration on the street continues. The people look like ants. Swat team members run across the lower level of the Sky Bridge. Just beneath them, on the struts, are Gin and Mac. They enter a trap door, climb up an interior ladder. They emerge on the lower level. The SWAT teams are above them now, on the second level. Mac and Gin climb out to the roof, all the while just avoiding being seen by the SWAT teams running back and forth! They're on the roof! Sixty floors above the street! mac points to the big air conditioning ducts. MAC We need to get there. Slowly they begin negotiating the web of steel girders, heading for the opposite tower. Suddenly, FLASH! The helicopter searchlight catches them. LOUDSPEAKER Stop where you are! Gin stops in the lights, like a deer. GIN Shit! Mac grabs her arm. MAC If you ca n't have fun now, you never will! He steers her, on the run, across the glass roof of the Sky Bridge, hundreds of feet above the ground, caught in the lights of the hovering helicopter! Cruz watches from the monitoring room. LOUDSPEAKER Police! Stop where you are! Still fixed in the searchlights, Gin and Mac run over the steep frame, closing in on the other tower! LOUDSPEAKER Stop at once! You have been duly warned! GIN They're going to shoot us! MAC I do n't think so. The other building is only a few feet away! Cruz has a big choice to make. Everyone stares at him. POLICE OFFICER We're losing them! My team leader has a clear shot! I'm authorizing him to take it. The pressure on Cruz is unbelievable. He takes off his headset, like Pilate washing his hands of responsibility. CRUZ Your country. Your call. Gin and Mac leap into the building just as BLAM! BLAM! Bullets shatter the glass right by them. Gin is terrified. Mac's whole demeanor changes. This is for keeps now. He slams a steel door to the Sky Bridge, shutting the SWAT teams out. They race through the corridors of the building. Doubling back, out again to where the huge stainless steel air - conditioning shafts vent into the air. They run to the giant intakes. It's too high for her! Mac Makes a cup of his hands, boosts her up! But the helicopter's back! The wind from its rotors almost blow them over. Gin reaches her hand out to help Mac up. BLAM! He's hit in the side, spun around! With superhuman strength, she jerks him up into the funnel, out of the line of fire. He lies on the floor of the funnel, bleeding. GIN Oh my God. Right behind them the shaft makes a right angle turn and plunges to the street. Above them a huge fan gently turns, fracturing the searchlight from the helicopter. In the b.g. we see the SWAT teams burst out onto the roof! MAC Get to the edge. Mac struggles up, they go to the edge of the black abyss. The wind whistles up in their faces. He hands her a pack. MAC Plan B. Starts to strap it on her. GIN What? Jump in there? You crazy? MAC You got a better idea? GIN We go together! MAC This chute only works in the updraft! With two of us we'd drop like a stone! GIN I'm not leaving you! She stares at him. He's bent over, bleeding. GIN -LRB- cont'd. -RRB- Mac! Mac! MAC Meet me tomorrow morning, six - thirty, at the Tonga tube station. GIN How do I know you'll be there? MAC I'm never late. If I'm late - GIN I know. You're dead. She ca n't finish the thought. There are tears in her eyes. He pushes her over the edge! MAC Pull the cord! We hear her scream. And then, inside the shaft, we see the chute pop open! Mac turns, framed in the stainless steel tube, and faces the SWAT team, weapons drawn. MAC Gentlemen, I know you've heard this before, but you're making a terrible mistake.

EXT. PETRONAS TOWERS - NIGHT Gin emerges on the ground and blends into the crowd spilling out into the street. She looks up at the two giant towers etches against the sky, fireworks still blossoming all around them. High on the building, helicopters hover like malevolent insects by the air conditioning shaft. As Gin walks, we stay on her face. Gradually the music and the fireworks fade away.

EXT. KUALA LUMPUR - EARLY MORNING A ghost town. Empty wet streets strewn with the debris of celebration. The only person on the street is a Chinese street cleaner, who wears a rice hat and a green plastic garbage bag for a raincoat against the gentle drizzle.

INT. RAILROAD STATION - DAY The station clock ticks to 6:35. The station is completely deserted except for Gin, who is sitting on a platform seat watching the clock. No Mac. Gin's eyes fill with tears. We know what it means if he's late. But she is determined to give him a few more minutes. It's 6:40. There's scuffing on the pavement behind her. She turns. It's Mac! She leaps up, joyful, runs to him. He's walking stiffly toward her. She throws her arms around him, covers him with kisses. GIN You're late! You're never late! MAC Mind the ribs, darling. GIN My god! My god! I thought you were - She's half - laughing, half - crying. The camera moves around. We see Mac's face. it's stone cold. He gently disengages her arms. Touches the tear on her cheek. MAC Virginia Baker, you're under arrest for grand larceny. Anything you say may be taken down in evidence - She starts to laugh. GIN Mac! MAC - and used against you in a court of law. She looks beyond him, then looks over his shoulder and sees some COPS moving into position on the platform. MAC -LRB- cont'd. -RRB- You have the right to an attorney - Turns, sees two more by the exit. And two more by the entrance. Realizes the truth. GIN No. NO. MAC I tried telling you, be prepared for surprises. She sags, unable to stand, the wind knocked out of her. On the opposite platform a train rumbles in. And then we see Thibadeaux emerge from among the gathered cops. GIN The man from Blenheim Palace. MAC Special Agent Aaron Thibadeaux. The cop I work for every now and then. Catching thieves - the really good ones. Like you. And then Gin sees another man emerge next to Thibadeaux. CRUZ. Gin stares at Cruz, starting to lose it. MAC They've been onto you for a while. GIN You gave them back our money. MAC I gave them Greene, the Rembrandt, the Mask, and the full seven billion. GIN Seven? What does Mac mean? Did he take the other billion? Did he leave it for her? MAC You'll just have to make do with one. A train rattles into the station. The cops are ready to move. Frantic, Gin looks around : nowhere to run! MAC -LRB- continuing. -RRB- Do n't worry. They wo n't move until I tell them. He turns slightly, shielding her from Thibadeaux's view. Talks under his breath. MAC -LRB- cont'd. -RRB- In my pocket is a packet. Get it. Confused, she does. MAC -LRB- cont'd. -RRB- Passport, visa, ticket on the Eastern end Orient Express to Bangkok. From there - anywhere. Gin tries to process this, does this mean what she thinks is does? MAC -LRB- cont'd. -RRB- Even the surprises have a surprise. She studies his face. GIN Two tickets? MAC Just one. True sentiment is hard for him. But he does it. He gives her his best gift - her freedom. MAC -LRB- cont'd. -RRB- Everything you wanted - you'll have it. Be that swallow. Fly away, Kid. Just fly away. She is overcome, wants to thank him, to argue, to keep him by her side a minute longer. But there's danger all around and Mac has a very clear agenda. MAC -LRB- cont'd. -RRB- -LRB- beat. -RRB- Now reach into my other pocket - Cruz and Thibadeaux watch as Mac talks to Gin, partly shielding her from their view. Cruz does n't like this. CRUZ What is he doing? Thibadeaux puts his hand out to restrain Cruz. He's clearly in charge. THIBADEAUX We do it Mac's way. The subway train cars open with a whoosh. Gin rips a gun out of Mac's pocket! Points it at his head. GIN -LRB- continuing. -RRB- You move, I'll blow his head off! The cops on the platform freeze. Mac slowly raises his hands. Gin backs toward the open doors of the subway cars. Cruz pulls out his pistol, aims it right at them. CRUZ Put down the gun! Thibadeaux reaches up and pulls Cruz's gun down. THIBADEAUX You put down the gun, asshole. The doors start to close. Gin gives Mac a shove and leaps in, just as the doors slam shut. The cops run toward the car. Cruz races up, banging on the car doors! But the train pulls away. CRUZ Goddammitt! Mac sags to the bench. Cruz barks into his walkie - talkie. THIBADEAUX You okay? Mac nods. Cruz turns to Mac, eyes narrowed and suspicious. CRUZ I know you, MacDougal. I do n't know what it is, but you've done something. MAC I've done your job for you. And you got me shot. Cruz's walkie - talkie buzzes. He barks into it. CRUZ Block the whole damn station off! I'll be right there! -LRB- to Mac. -RRB- This is n't over. He runs toward the steps. Thibadeaux sits wearily down beside Mac. THIBADEAUX He wo n't quit. MAC Bless him for that. Thibadeaux stares at his old friend. THIBADEAUX What kind of cop are you? Letting that girl get away? He means that in more ways than one. MAC Thibs - So much to say, so few words for it. He shakes his head. MAC -LRB- cont'd. -RRB- Someone else will have to catch her. Thibadeaux chooses his words carefully. THIBADEAUX It does n't happen often, maybe never, but you nab the right one. You just hold on tight with all you've fucking got. And then you thank the good Lord for every minute you have. Their eyes meet for a long beat. THIBADEAUX What you said about the Mask. You said, art was what matters because it lasts. I thought about that - a lot. And you know something? It's bullshit. People do n't last. That's why they matter more than anything. They think about that, about Tina, about Gin. MAC Anyway. She's gone. THIBADEAUX You're no good to me like this. Take a long vacation. Hell, forget that. I'm firing your ass. Mac stares at Thibadeaux, who is doing for Mac what mac did for Gin. he is setting him free. MAC Do n't I get a pension? THIBADEAUX Shit. He grins. It's a parting moment. MAC See you. THIBADEAUX I damn sure better not. And he walks away, leaving Mac sitting on the bench. We move across the platform, watching Mac sit there. Another train comes in. People get off. People get on. Very slowly he checks his watch. We track into Mac's eye, dissolve from the image of the train in it to -

INT. TRANS-CHINA EXPRESS - Dusk - Mac's vision Another train, a passenger train. Gin is sitting by the window, staring out at the sunset. She's dressed differently, her hair is different. Thailand passes by outside, but she really does n't see it. She leafs through the packet Mac gave her. Tickets, passports, and - a pressed red rose, the one she gave him at Blenheim. She picks it up, tries to smell its faint memory. We take a long beat of wistfulness at what might have been.

INT. RAILROAD STATION - DAY The clatter of a train pulling in brings Mac out of his reverie. People stream off. His very bones feel weary now. He loved her. He set her free. He's alone again. The train departs, leaving the tracks empty. And there, standing alone on the other platform, is Gin. Mac sees her. Very slowly he stands up, his eyes never leave her face. She came back. For him. They both begin to smile. We hold on them there, staring at each other. BEGIN END CREDITS.

INT. RAILWAY STATION - MOMENTS LATER We are square on the space between the tracks. In the b.g. the rails emerge out of a tunnel into the bright sunlight. Mac and Gin come together into frame. They kiss. And then we are behind them as they walk toward the light. GIN -LRB- V.O. -RRB- I've got an idea. Do n't laugh. The Crown Jewels. MAC -LRB- V.O. -RRB- -LRB- beat. -RRB- The Crown Jewels. Hmmm. Funny you should mention that. And they walk out the tunnel and into the light. THE END

Summary: Virginia "Gin" Baker (Catherine Zeta-Jones) is an investigator for "Waverly Insurance". Robert "Mac" MacDougal (Sean Connery) is a professional thief who specializes in international art. A priceless Rembrandt painting is stolen from an office building in New York one night, and Gin is sent undercover to investigate Mac as the chief suspect. She tries to entrap him with a proposition, claiming that she is a professional thief herself, and promises that she will help him steal a priceless Chinese mask from the well-guarded Bedford Palace. Before agreeing, Mac tells Gin his 'Rule Number One': "Never carry a gun: You carry a gun, you may be tempted to use it." They travel to Scotland and plan the very complicated theft at Mac's hideout, an isolated castle. Aaron Thibadeaux (Ving Rhames), apparently the only ally that Mac trusts, arrives with supplies for the heist. While Mac is busy making final preparations, Gin contacts her boss, Hector Cruz (Will Patton), from a payphone, and informs him of Mac's whereabouts. Little does she know that the whole island is bugged, allowing Mac to eavesdrop on their conversation.  Mac also makes sure to keep Gin's romantic advances at bay, unsure if she is a true partner in crime or an ambitious career woman on a mission. After they have stolen the mask, Mac accuses Gin of planning to sell the mask to a buyer in Kuala Lumpur and then turn him in. Gin convinces him that her insurance agency job is the real cover and that she has planned an even bigger heist in Kuala Lumpur: $8 billion from the "International Clearance Bank" in the North Tower of the Petronas Towers. During their set-up, Cruz and his team (with the guidance of the stealthy Thibadeaux) track down Gin and confirm that she is still on mission to bring Mac in. Despite the presence of Cruz and other security watching the building, the theft takes place in the final seconds of the new 2000 millennium countdown. Gin pulls the plug on her laptop prematurely and sets off alarms. They narrowly escape the computer vault and are forced to cross the lights hung from the bottom of the bridge linking the two towers. Following a death-defying escape when the cable breaks, Gin and Mac make their way to a ventilation shaft, where Mac explains "Plan B." Using mini-parachutes, they were going to escape down the shaft. Gin has lost her parachute earlier in the escape, so Mac gives her his. He tells her to meet him the next morning at the Pudu train station. Gin arrives at the station waiting for Mac. He shows up late with Aaron Thibadeaux, who reveals himself with fellow FBI agents. He explains that Cruz is here and that the FBI has been looking for her for some time. Two years ago when Agent Thibadeaux caught and arrested him, Mac made a deal to help the FBI arrest Gin, as she was the primary target all along. However, the aging thief has another plan: to help her escape. Mac slips Gin a gun and quietly explains that he returned only seven of the eight billion dollars they had stolen electronically in the heist. Gin then pretends to hold Mac hostage at gunpoint, threatening to shoot him if the agents follow her. She boards a train and the FBI heads to the next station. Gin jumps trains mid-station and arrives back at Pudu. She tells Mac that she needs him for another job and they both board a train.