Tupac Play Live To Tell About It

TUPAC: LIVE TO TELL
A Film Written By Tupac Shakur
Afeni Shakur has said to

NStar producers that
Live 2 Tell is one of the most
important pieces of Tupac's
legacy. It is not a story
about Tupac, but the story
he wanted to tell.
From the Producers of

“Hustle & Flow”, “Tupac: Resurrection” and “Panther”
In Association with:
For more information, please contact: Ivan J. Juzang, CEO

NStar Entertainment,c/o MEE Productions Inc., 5070 Parkside Avenue, Philadelphia, PA 19131
215‐796‐9141 • meeprod@aol.com
CONFIDENTIAL – FOR DISCUSSION PURPOSES ONLY – NOT TO BE REPRODUCED
“The information herein is proprietary information and is to be kept extremely confidential. Any reproduction or distribution of this document in whole or in part, or
divulgence of any of its contents, without prior written permission of the company is strictly prohibited. This Overview of NStar's Feature Film (Submission Package)
is being distributed for informational purposes only and upon request. The furnishing of this information does not constitute, and should not be construed as, an
offer or solicitation for the sale of securities in any state. No such offering will be made except in accordance with all applicable federal and state securities laws.”
For more information, please contact:
Ivan J. Juzang
CEO
NStar Entertainment
c/o MEE Productions Inc.

5070 Parkside Avenue, Philadelphia, PA 19131
215‐796‐9141 • meeprod@aol.com
NStar Entertainment’s Movie
Marketing Strategy
NStar Entertainment As of: 10/22/12

NStar Entertainment’s Movie Marketing
Strategy
Overview
At the core of the NStar Entertainment’s business model is a research‐informed process that
is designed to influence every stage of content creation, distribution and marketing. Simply
put, by intimately understanding the core consumer constituencies, NStar will be uniquely
positioned to develop targeted connection strategies for content it creates and on behalf of
the sponsors that affiliate with them.
The Process
The advantage of NStar Life is its deep, holistic understanding of the Urban Millennial
audience. This includes the core pillars of interest that bind the community together, as well
as its media usage habits of the community. These behaviors are understood across the
classic marketing spectrum of the awareness‐building, information, engagement and
conversion components. This structural framework provides a context for the qualitative
insights that guide the creative development process. Not only does NStar understand where
to reach the audience, it has the voice of the community, to know how to engage them as
well.
The operational system that drives this process is the Constituency Alignment Process (CAP6).
The following six steps are applied to each property being brought to market.
1. Define the Audience’s Worldview. The urban millennial point of view is

understood deeply and broadly through the historical work done in the market.
The program (content) being launched is typically then researched to understand
how it fits into that worldview.
2. Map Media Usage Patterns. The specific media usage preferences of the audience
are mapped and defined specifically for the project at hand. This includes, for
example, defining the best platforms for awareness‐building within this group, as
well as the types of collateral that would be most effective.
3. Establish the Narrative. To operationalize the insights above, a specific narrative is
created that provides granular examples of how the target will come in contact
with and engage the content being launched. This narrative is often expressed in
multiple versions, to cover the spectrum of launch scenarios.
4. Map the Narrative. The use narrative is then mapped across all relevant media
platforms. These custom expressions of the narrative are integrated into a
blueprint map of the process.

5. Design Collateral. Once the process is mapped, the actual collateral and
advertising components are designed for each platform and special use.
6. Measure. Objective measures of success are built into each expression of this
process. These measures are monitored during each campaign and incorporated
into the review and assessment phase.
While each version of the CAP6 process is unique, one advantage that the NStar Life
marketing approach and processes bring to bear is the ability to build marketing thematics
and efficiencies across multiple titles. Thus, instead of activating the marketing infrastructure
each time a title is brought to market, NStar Life will maintain a presence in the market and
will be able to activate the audience more efficiently for these products (movies). Each
launch is a reaffirmation of the relationship, instead of a cold start of a new one.
NStar Life provides Insights and Access to Urban America.

Synopsis
Afeni Shakur has said to NStar producers that Live 2 Tell is one of the
most important pieces of Tupac's legacy. It is not a story about Tupac,
but the story he wanted to tell.

Synopsis
Live 2 Tell
Live 2 Tell is not Tupac’s story. It’s the only screenplay written by Tupac Live 2 Tell is a
coming of age drama that is set against the gritty background of the big city underworld.
At eight years old it all went wrong for Scott. The suicide of his father and the family’s slow
motion disintegration helped propel him into the higher realms of organized crime. Young
Scott is taken under the protective wing of one of the last gentlemen gangsters, Dee. He is
being groomed for the top spot when Dee is ambushed and killed by the mysterious
Nickedemus gang. Scott takes over even though older hands feel he’s too inexperienced.
Scott proves equal to the task and takes the business into legitimate and community minded
directions.
His big advantage over his contemporaries is that he can think his way through to a life past
crime. After a while Scott’s fellow cartel heads ‐ one‐by‐one – start coming up murdered.
Scott realizes that it is only a matter of time before Nickedemus reappears and the blood will
start flowing. He makes a decision to get out of the game, reconcile with his family and
escape to a new life with his school years sweetheart, Carla.
Events overtake him and Scott is forced to deal with the consequences of his life as a major
drug dealer. Scott makes it through to the other side but not before he sheds his share of
blood, toil and pain.

Script
Is the script final?

• First, we want to preserve the integrity of the original screenplay,
written by Tupac while in prison. We want to keep the story true to
his vision and be able to say that it reflects his words only.
• In addition, the original script was highly rated by the target audience
(urban young adults) in MEE focus groups.
• With that said, we only intend to “polish” the script by trimming the
voiceover narration and cutting the script by roughly 20 pages, while
again NOT adding anything not actually written by Tupac.

Live
Tell
Original Story
&
Screenplay
Written
by
Tupac Shakur
January 10, 1995
Screenplay Consultant Peter J. Allen - Final Draft: January 30, 2004

FADE IN -
INT. TWO STORY ROW HOUSE - DAY
Grainy, black and white dreamtime footage -
A young, black male - sixteen - runs frantically through a

dim hallway. An adult male - stocky, out of shape and very
angry - chases after him. He curses with every step.
The boy stops and faces the man at the opposite end of the
hall. The man stares at the kid with contempt. Suddenly he
lunges forward. The boy, SCOTT SOLOMON, dodges and drops the
aluminum bat he was brandishing. Scott jumps down the
stairs.
The man stumbles over a pair of curling dumbbells. Scott

sees the fall and stops to taunt. Angrily, he snatches up
one of the three pound weights and hurls it down the steps.
Scott ducks as the weight flies past and crashes through the
porch window. Still laughing and taunting he exits onto the
front porch. Everything suddenly SLOWS DOWN --
THE FRONT PORCH -
The out of tune notes of the Mr. Frosty ICE CREAM TRUCK theme
song jangle in the background. Nine year old LUCAS SOLOMON,
Scott's younger brother, lays motionless on the porch. Blood
flows from a wound on his head. The three pound weight lies
nearby. The ice cream Lucas just purchased melts away in
the afternoon heat. Scott tries to scream -
CUT TO:
INT. SCOTT'S WEST HOLLYWOOD APARTMENT - NIGHT
The present day Scott Solomon, about to hit thirty, awakens

from another nightmare. He is drenched in sweat. The bad
dreams have been plaguing him a lot lately. Louis Armstrong's
"What A Wonderful World" plays unnoticed on the radio.
Still groggy, Scott's eyes focus on the invitation on the

night table.
INSERT - GRADUATION INVITATION
An invitation to the University of California Los Angeles

commencement activities. He concentrates on the handwrit-
ten post script:
"P.S. Scott, please come see me graduate. It would mean the

world to me."
"Live 2 Tell" written by Tupac Shakur January 10, 1995 - Final Draft 1/30/04
2.
RESUME - SCOTT
Still hanging on to the invitation, he walks through a

tastefully furnished apartment. He steps out onto the
terrace and inhales a fresh hit of southern California
night. A couple of deep breathes later he glances back at
his workspace. On the desk is a small cassette recorder and a
fresh pack of mini cassettes. It's time.
Scott places the invitation beside the recorder. He grabs a

cup of coffee and takes a moment to peer out across the city.
Tonight you can see forever.
CLOSER -
Scott turns on the recorder. He hesitates for several

moments. Maybe this time it will all come out. Maybe this
time the demons will take a break this time. Maybe.
Slowly he begins to speak the pictures that are still vivid

in his mind.
SCOTT (V.O.)
I guess I don't dream in
Technicolor. (Pause) My father
died. He died three months before
Lucas was born. Lucas and I
didn't have the same fathers. My
memories are very clear on this.
DISSOLVE TO:
EXT. BALTIMORE - SUBURBAN HOUSE - EVENING
ON SCREEN TITLE: TWENTY YEARS AGO
A perfect Autumn evening. The perfect little house on the

corner sits squarely in the middle of the suburbs. Inside the
perfect, little house desperation and high drama take center
stage.
The screen door opens and eight year old Scott Solomon walks
out and takes a seat on the steps. This is his momentary
escape from the yelling and screaming going on inside. He
distracts himself counting the cars that pass.
INT. BEDROOM - EVENING
CHARLES SOLOMON, Scott's father, is a heavyset man in his

forties. He still has on his sanitation worker uniform on.
His wife, CHERYL - Scott's mother, is younger, beautiful and
obviously pregnant. He paces. She watches.
(CONTINUED)
3.
CONTINUED:
SCOTT (V.O.)
My father was one of those old
fashioned country boys. My mother,
on the other hand, was a straight
up city girl. He tried everything
in his power to make her happy.
It just didn't work.
He brought a house he couldn't

afford and worked three jobs.
Nothing he did worked. She was just
too much for my father. Her city
upbringing just left a simple man
like my dad in the dark. I'm sure
they were happy at one time. But
that time had passed. My mother was
far too young and energetic to
wait for my workaholic father to
give her the attention she thought
she needed. My father thought
everything was cool. He couldn't
see that everything had gone to
hell right under his nose. He
couldn't see that --- at least not
until it was too late.
Charles' anger boils over.
CHARLES SOLOMON
You just gonna up and leave? You
just gonna take little Scottie and
our baby (pointing to her belly)
and leave me? Well I ain't gonna
let you Cheryl. I ain't gonna let
you do that to us.
Cheryl's defiant expression hardens. A long silence.

Charles's tone changes. Now the begging and pleading begins.
CHARLES SOLOMON (CONT'D)

Why can't we just work this out,
baby? Look, I'll get someone to
cover for me and Bill can do my
shift at the dock. I'll work it
out. Just give us a chance. You
and Scottie are all I got. What's a
man without his family? Don't take
my kids from me.(softly) Please,
Cheryl don't take my babies!
(CONTINUED)
4.
CONTINUED: (2)
CHERYL
Charles, this marriage has been
over for a while now. You expect me
to just waste away while you off
doing God knows what. All I asked
for was some company -- some
attention....and well...Jerry
showed me that attention. Jerry was
there for me when you weren't.
Crushed, Charles sinks down on the bed.
CHERYL (CONT'D)
I don't know how it all happened,
Charles, but it did...I guess we
were both just lonely. Jerry just
lost his wife and well --- He
showed me I was a woman. He showed
me life again. (She indicates her
swollen belly).
He looks hard at her. The fuse is lit.
CHARLES
What are you telling me woman? What
the hell are you saying? Whose
baby you carrying, woman?!!?
CHERYL
(fearful)
Charles don't ask me that --- I ---
I think I should leave --- until
you calm down.
She turns to leave. He intercepts her.
CHARLES
Whose baby is this?
CHERYL
Charles, calm down. Please don't
be upset. This marriage been over a
long time ago. We've just been
faking it for Scottie's sake. We
don't have ---
CHARLES
Answer me!!
In the silence that follows a VAN can be heard pulling up

outside. Cheryl tries to ease out of the room. Her husband
catches her and flings her around.
(CONTINUED)
5.
CONTINUED: (3)
CHERYL
I never meant to hurt you, Charles
It just happened!
Charles smacks the taste out of Cheryl's mouth. She recovers

quickly. Now her eyes are as hard and cold as stone. She
backs out of the room.
CHERYL (CONT'D)
That's why I'm leaving your punk
ass. You don't know shit about
loving no woman. You ain't shit
Charles. This is Jerry's baby!!
Do you hear me? It's Jerry's! I'm
taking Scottie and we're going to
stay with Jerry!
Charles flops back on the bed, defeated. He begins to cry.

And then he starts mumbling to himself - over and over ---
CHARLES SOLOMON
Man ain't' nothing without his
family. Man ain't nothing without -
---
EXT. HOUSE -
JERRY - strapping, muscle man, thirties - steps out of the

van. Scott runs and jumps into his arms.
SCOTT
Uncle Jerry! What did you bring me
today?
JERRY
Where ya mamma?
SCOTT
Her and my daddy upstairs fighting.
So, what did you bring me?
Jerry fishes out a one dollar bill and hands it over. He

starts toward the door. Scott runs ahead.
INT. BEDROOM - NIGHT
Charles opens the nightstand and extracts a box of knick-

knacks and memorabilia. He tosses aside the military medals
and grabs out a .45 automatic.
6.
INT. SCOTT'S BEDROOM - NIGHT
The walls are decorated with posters of Doctor J., Spi-

derman, X-men, etc. Cheryl jams Scott's things into a
suitcase. She's crying the entire time.
INT. HALLWAY - NIGHT
Excited, Scott runs down the hall into his parent's bedroom.
SCOTT
Daddy, Uncle Jerry is here and he
gave me --- Daddy?
Scott watches helplessly as his father places the gun into

his mouth and pulls the trigger. The BLAST is deafening .
Charles' brains hit the wall. Scott is shocked beyond
silence.
Jerry and Cheryl run in. She screams hysterically. He dials

911. Scott never moves. He just stares at his father's
brains oozing down the wall.
SCOTT (V.O.) (CONT'D)

That was it. My childhood was over
at eight. I will never, ever be
able to erase the sight of my
father's brains sliding down the
wall.
EXT. HOUSE -
The paramedics wheel the dead body away. Cheryl and Jerry
pack the belongings into the van.
SCOTT
From that moment on I hated my
mother. I despised "Uncle" Jerry
and with every ounce of my young,
selfish and undeveloped mind I
wished death to that unborn child
inside my mother. The child that,
in my mind, murdered not only my
father, family and childhood but
also my small grip on sanity.
7.
INT. VAN - MOVING
Scott sits in the back seat clutching one of his father's

medals. He stares straight ahead and doesn't cry. "WHAT YOU
WON'T DO FOR LOVE", by Bobby Caldwell, plays OVER.
FADE TO BLACK -
FADE UP -
EXT. UPTOWN, HARLEM N.Y.C. - DAY - ESTABLISHING
The Morningside Projects dominate the cityscape. Morning-

side is a grouping of high rise apartment buildings. Rat
infested, beat up and worn out - the sun may be shining
elsewhere but not at Morningside. The deep shadows cast by
the buildings' set the tone - no sunshine, no happiness, no
mercy.
ON SCREEN TITLE: THREE YEARS LATER
INT. APARTMENT 3-A - MORNING
Breakfast time. Half asleep, Cheryl shuffles into the

kitchen. The past few years have been hard on her.
CHERYL
Scott, don't make me come in there!
Get yo butt up and get ready!
LIVING ROOM -
Scott sits sleepily on the couch. His younger brother,

Lucas, sleeps on the sofa across from him. This room, like
the rest of the apartment, is threadbare. On his way to the
bathroom Scott tosses a dirty sock at his brother.
BATHROOM -
Scott looks at the cracked plaster and the exposed pipes. He

looks at himself in the mirror and shakes his head. Good
morning.
SCOTT SOLOMON (V.O.)

Jerry didn't work out at all. Him
and my moms argued and fought from
day one. Six months after we moved
in we were out and on our own.
As Scott is urinating a rat scurries across his bare feet and

into a hole in the wall. Scott runs out of the bathroom.
8.
KITCHEN -
SCOTT
Mama, there's a big rat in the
bathroom and it bit my foot!
CHERYL
Boy, if you wake up Lucas I'm gonna
tear your ass up. You act like
you've never seen a rat before. He
lives here too. (Hands him a frying
pan) Here, bang 'em in the head
next time he comes out.
SCOTT
Yes ma'am.
Scott isn't feeling this. He summons up the courage and

reenters the bathroom. He stands in the safety of the bath
tub and washes up. "WAKE UP EVERYBODY", by Harold Melvin &
The Blue Notes, plays on a small radio in the kitchen.
EXT. MORNINGSIDE PROJECTS - DAY
On the way to school Scott passes through a bad day in

Harlem. Junkies nod on the stoops of abandoned buildings.
Drunks wait anxiously for the corner liquor stores to reopen.
The pimps and hustlers are in full operational mode. Just
another day.
Scott turns the corner and slams into his running buddies -
JAHMEL and RAHEEM. His pals are much like Scott. Jahmel
plays the straight man to Raheem's would-be comedian. The
BELL rings as they walk the last block to P.S. 28.
SCOTT
What's up, Ra? We still on for
today?
RAHEEM
Hell yeah, nigga. After homeroom
we're ghost. Meet us at the pizza
shop. Hey, you ain't getting
scared, are you?
SCOTT
I'm not scared.
JAHMEL
Scottie, you see the Knick game
last night?
(CONTINUED)
9.
CONTINUED:
SCOTT
Nah. My moms was watching Dynasty.
RAHEEM
Dynasty? What was that? Die
nasty? Niggas love watching white
folks living' good. If it ain't
"Good Times" or "The Jeffersons" I
ain't fucking with it!
JAHMEL
Back to the Knicks ----
RAHEEM
Ah nigga, fuck the Knicks. Them
niggas is sorry. And what do you
know? You're a no basketball
playing, motherfucker. See y'all
in a minute.
INT. CLASSROOM - DAY
Scott enters a rowdy seventh grade class room. He takes his

seat in the back. The smart kid in the next row, ERIC, looks
over his notes.
SCOTT
Yo, you got my homework?
ERIC
Yeah, I got it. But this is the
last time, Scott. You better start
doing this shit yourself.
He hands over the homework. Scott looks it over.
SCOTT
Yo, tomorrow I'll look out for you.
Honest. Something real special.
ERIC
What could you possibly have that I
would want?
SCOTT
Tyisha Jones' home number!
VOICE (O.S.)
Why don't you do your own homework?
Scott turns to see CARLA, the cute girl that sits behind
Eric.
(CONTINUED)
10.
CONTINUED:
SCOTT
What?
CARLA
You heard me. Ain't nobody
supposed to be doing your homework.
Do your own.
SCOTT
Mind your business.
CARLA
You mind yours.
Scott looks her over
CARLA (CONT'D)
What are you looking at?
SCOTT
You'll do. How about you bring me
in tomorrow's homework?
She ignores him.
SCOTT (CONT'D)
Girl, I think you like me.
CARLA
(rolling her eyes)
You wish.
The teacher, the middle age MRS. KILLIGAN, enters.
MRS. KILLIGAN
Settle down, class. When I call
your name please respond by saying
"present". Mark Alpert. Sheila
Butler.
After his name is called Scott edges toward the back door.
Carla watches him. In the hall Scott throws up the "peace
out" sign. Despite herself she shoots back a smile. He's
off.
EXT. PIZZERIA -
Scott runs into the local pizza joint. Jahmel and Raheem are
waiting. They stash their books behind the video games.
11.
INT. SUBWAY -
The truants wait for the opportunity to hop the turn- stiles.
At the right moment they leap over and run down aboard an A-
Train that is about to pull off. The cashier in the booth
screams obscenities at them over the INTERCOM.
INT. A-TRAIN - DAY
Scott, Ra, and Jahmel move from car to car heading for their
favorite - the infamous last car. Once they settled in they
check out the work weary strap hangers riding to work.
RAHEEM
Y'all ready?
SCOTT
(nervous)
I'll look out while y'all do ya
thing.
RAHEEM
Nigga, we don't need no look out.
We just gon' snatch the pocketbook
and run. Fuck a lookout. You
scared?
SCOTT
Nigga, come on. I ain't tripping,
but if we get caught don't look at
me.
ANGLES -
An old lady dozes by the door. Her unprotected purse

dangles from her arm. The train stops at 42nd Street and the
boys make their move. Ra snatches the purse and they run off
the train. The woman wakes up and screams as the doors shut.
The boys run through the station. A Port Authority cop spots
them and gives chase.
EXT. 42nd ST. -
Scott, Ra and Jahmel quickly lose themselves in the Times

Square crowds. In an alley Ra extracts twenty-three dollars
and some food stamps. He dumps the purse in a trash bin.
Triumphantly he splits the take.
12.
INT. 42ND STREET THEATER -
A badly dubbed kung fu flick is playing. Scott and his crew

sit in the balcony loading up on candy and soda as they goof
on the movie. Ra fires up a joint. After hitting it all
three boys go into violent coughing spells. They recover
quickly and hit it again. They laugh all over themselves.
The SHOT SLOWLY CREEPS in on Scott as he gets absorbed in the
film.
SCOTT (V.O.)
This came to be our routine.
Ditching school, snatching purses
and watching kung fu flicks.
Somewhere along the line we
graduated to 40's. I would sit
there in a daze, zonked out off
weed and malt liquor, and just
stare at the screen.
I would hang in school long enough to keep up but I wasn't

really interested in school and education. I was learning
more about life on the streets with my homies.
DISSOLVE TO:
EXT. MORNINGSIDE PROJECTS - NIGHT
Another night - several months later, Scott, Ra and Jahmel

walk toward their respective buildings. They sidestep a
knifing on the way. The other boys peel off leaving Scott
alone in front of his building. He stares up at the dark
giant and shakes his head.
SCOTT (V.O.)
Surviving Morningside was a trip.
Every day was something new and
crazy to worry about. What was
going on in my home didn't make it
any easier.
As far as I was concerned my mother stopped loving me long

ago. I guess I reminded her of my pops and all the fucked up
shit she had done in her life. We were hardly speaking. I
just came and went as I pleased. I wasn't worried, though.
I was getting all the love I needed -- out here on the
streets.
INT. HALLWAY - NIGHT
The elevator is busted again. Scott hits the stairs. On a

dimly lit landing a derelict masturbates.
(CONTINUED)
13.
CONTINUED:
The man pays no attention to Scott as he passes. The next

flight up Scott picks up a discarded bottle and tosses it at
the man. It shatters next to him.
SCOTT
Get a room, you fucking pervert!
MAN (O.S.)
Hey! You messed up my rhythm!
INT. APARTMENT 3A - NIGHT
Scott enters a dark apartment. The kitchen light is flicked

on and the roaches scatter. Not much in the fridge except a
large block of government cheese. Scott sets about making
the major staple of the household - a grilled cheese
sandwich. A glass of Kool-Aid and he's set. Right now this
is as good as it gets.
Unfamiliar FOOTSTEPS head this way. A balding man in his

fifties comes into the kitchen wearing his drawers and
nothing else. Whistling to himself the man goes to the
fridge and starts to make his own cheese sandwich. Scott
stares at MR. WALKER incredulously. After a few moments Mr.
Walker notices him.
MR. WALKER
(jovial)
Hey, you must be Scottie. Your
mama told me a lot about you. I'm
Mr. Walker. I'm your mama's
boyfriend. And I guess I'm going
to be your stepfather. Me and
Cheryl are gonna get married as
soon as my divorce ---
SCOTT
Look, mister, if you fucking my
mamma that's fine. But just cuz
she opened her legs for you don't
mean I'm going to open my heart for
you. So save the bullshit for her.
They hold each others gaze for several beats. Mr. Walker
smiles, finishes his Kool-Aid and slips back into the
bedroom. The sight of this guy causes Scott to lose the rest
of his appetite. He goes into the living room. Lucas is
already asleep. Scott slumps into the couch and stares out
into the street.
(CONTINUED)
14.
CONTINUED:
SCOTT (CONT'D)
(to self)
Like things weren't fucked up
enough.
DISSOLVE TO:
INT. APARTMENT - DAY
Another day - more truancy. Scott, Raheem and Jahmel watch

porno and smoke reefer. A key turns in the lock. The kids
scramble to clean things up. They relax when they see that
it is Raheem's older brother - DEE. This is their mother's
apartment. Dee does a quick look-see.
DEE
Little gangsters in the house.
(sniffing) And I see you've been in
my weed stash. (Laughing) That's
cool. Have yourself a good time.
SCOTT (V.O.)
Dee was Raheem's older brother. At
eighteen he had become what every
youngsta in the projects aspired to
be - a money making drug dealer.
Now at twenty-eight he had it made.
He drove a clean ass Jeep and he wore gold rings and a fat
herringbone. He kept cash and his attitude told motherfuckers
he was not to be stepped to. Most importantly - he never got
caught. He was that slick.
We all looked up to Dee like a hero -- or a god. He was that

raw. He was our role model. But what did we know?
Dee pulls Raheem up.
DEE
Make sure the place is straight
when mamma gets home. We don't
want her coming in bitching.
Dee moves off into a back bedroom. Raheem stares after him.
RAHEEM
I hate that nigga. Always telling
me what to do.
(CONTINUED)
15.
CONTINUED:
SCOTT
Come on, man. We watch the guy's
pornos, smoke his dope and you
still hate him? All he asked us to
do was clean up a little.
RAHEEM
He don't even stay here anymore.
Dee comes in from the back.
DEE
Y'all finished yet? I want to ---
RAHEEM
Yeah, we're finished. Stop
sweating us!
DEE
Ra, you're a fucking knucklehead.
One of these days I'm going to put
my foot in your little ass. I want
to show you all something.
Eyes locked on the porno flick Jahmel and Raheem pass the
joint back and forth. They fold themselves into the couch.
They are in the zone and are not moving for a while.
DEE (CONT'D)
Oh, so y'all would rather watch
skin flicks than make money? What
about you, Scott?
Scott looks over at his friends.
SCOTT
Sure. What do you need?
DEE
At least one of you wants to see
some paper. Come on, shorty.
BACK BEDROOM -
Scott's curiosity leads him into the back. Dee doesn't say
anything for a bit. He seems to be studying Scott.
DEE (CONT'D)
Yeah - you're old enough now. I
need some good foot soldiers who
can think. Interested?
(CONTINUED)
16.
CONTINUED: (2)
Dee steps aside and reveals a set of scales and a large

plastic bag of raw cocaine. Scott's eyes grow wide.
DEE (CONT'D)
Yeah, I'm talking about dope. I'm
talking about turning what's in
this bag into money. That's what
it's all about. Dope is a business -
plain and simple. You ready to
make some cash?
SCOTT
I'm ready.
They sit at the table. Dee explains the dope game from the
ground up. Weight, cut, distribution, and caution. He lays
it all out. The SHOT CREEPS in on Scott's face. He's
eagerly taking it all in. The song on the radio, "Rebel
Music", by Bob Marley plays OVER.
DEE
I like you, shorty. You pay
attention. You've got some
intelligence, Scott. I think
you're smart enough to learn that
you can work this game or it can
work you.
Your partners out there (indicating

the front room)- I know that Raheem
is my brother and all of that shit
but - they some weak niggas.
Nothing's wrong with that - there's
a lot of weak niggas out there -
but I see you as being a lot
sharper. And you've got to stay
around sharp people to remain
sharp. You know what I'm saying?
SCOTT
I've got you.
Raheem and Jahmel stick their heads in the room.
JAHMEL
Yo, Scott. We're going to the
store. Let's roll.
SCOTT
I'm gonna chill here for a minute.
Raheem shoots Scott a dirty look.
(CONTINUED)
17.
CONTINUED: (3)
RAHEEM
Aw, nigga, get off Dee's dick.
Let's go fuck with some hoes.
SCOTT
I'll be here for a while.
Raheem slams the door. Dee shakes his head. Class is back
in session.
DISSOLVE TO:
INT. APARTMENT 3A - DAY
Scott is in the bathroom peeking through a crack in the door.
INSERT - SCOTT'S POV
Scott's mother, Cheryl, is talking to an officious looking

white woman in the front room. After a few moments of back
and forth, Cheryl shows the woman to the door.
RESUME ANGLE - SCOTT
He comes out of the bathroom and moves to where his mother is

still standing. Before he can say anything she launches.
Little Lucas watches from the corner.
CHERYL
That was the fuckin' social worker,
Scott. She's giving me trouble
because you ain't been going to
school.
SCOTT
I go to school.
CHERYL
Boy, don't lie to me. You've been
out of school a lot. If it ain't
bad enough that they're hassling me
on g.p. you've got to come in and
make matters worse.
SCOTT
Maybe they're hassling you because
you've got that no working Walker
living up in here with us. Maybe
that's what the fuck is happening.
(CONTINUED)
18.
CONTINUED:
CHERYL
Watch your mouth, Scott. This
ain't about me. This ain't about
Mr. Walker. This is about you and
why you're not going to school.
Where do you go when you skip?
SCOTT
I'm in the streets --- doing shit.
CHERYL
I'm sure that's what it amounts to -
shit. Well this shit stops today!
He's had enough. Scott starts for the door.
CHERYL (CONT'D)
Where are you going?
SCOTT
Out!
CHERYL
No you're not.
She steps in front of him. Scott ducks around her and is out
of the door.
CHERYL (CONT'D)
You come back here, Scott!
Scott is turning down the stairwell. She screams after him -
CHERYL (CONT'D)
Keep running then! Don't come
beggin' to me when your dumb ass
gets in trouble! You hear me?!?
Don't come begging! I'm not havin'
it!
Cheryl breaks down in tears. Lucas comes over to comfort

his mother.
DISSOLVE TO:
EXT. MORNINGSIDE PROJECTS - NIGHT
Scott, Raheem and Jahmel are perched on a bench near the

street. Dee has "put them on" as entry-level, street
dealers. Now they are in the process of gaining some
valuable on the job training.
(CONTINUED)
19.
CONTINUED:
A steady stream of cars cruise by. The boys flag down the
cars that look safe and make the sales. "WELCOME TO THE
GHETTO", by Spice 1, plays OVER a MONTAGE of Scott, Jahmel
and Raheem working their new territory.
LATER -
It's been a good night. Business was steady. The money feels
good in their pockets. Raheem counts his take. He joins Scott
and Jahmel as they head in.
A black sedan cruises by. The white guy in the passenger's

seat waves them over. Scott keeps walking.
RAHEEM
Mo' money. Mo' money.
JAHMEL
My turn, Ra. You got the last one.
SCOTT
Hold up, y'all. This shit ain't
right.
JAHMEL
It's alright with me. Just one
more.
SCOTT
We just can't be rushing up on
every car. Dee said if it don't
look or feel right then ----
RAHEEM
Yo, dead all of that "Dee said"
shit. You act like he's your
brother. Go 'head, Jahmel, this
one's yours.
SCOTT
I'm telling you, man, they look
shady. Let 'em pass!
JAHMEL
Nigga, you crazy. I'm here to get
paid. Fuck what Dee's talking
about. He's got his. To me all
money is good money.
Jahmel starts toward the car. He exchanges some words with

the guys inside the sedan.
(CONTINUED)
20.
CONTINUED:
SCOTT
Something ain't right, yo. Let's
be ghosts.
ANGLES -
The man closest to Jahmel snatches him. A badge is flashed

and suddenly three more cops emerge from the trunk. Ra and
Scott take off running. The cops give chase.
SCOTT (V.O.)
From that day forward I promised
myself to always trust my
instincts. Fuck what everybody
else thinks. Go with the instinct.
Scott and Ra give the cops a good run. Ra trips and falls.
Scott goes back to help him.
SCOTT (CONT'D)
We ran those cops all over the
projects. Ra fell and --- call me
stupid - I went back for him.
Well, at the time I felt like it
was that Three Musketeers shit: all
for one and one for all.
The cops run them down and place them under arrest.
DISSOLVE TO:
INT. JUVENILE COURT - DAY
The three youths - Scott, Jahmel and Raheem - have been found
guilty of possession with intent to sell and are now before
the court awaiting sentencing. We find the presiding judge
at the end of a stern pre-sentencing lecture.
JUDGE
---- and quiet frankly -- I'm tired
of it. I'm tired of giving young
boys like you hard time. Day after
day I see kids much like you. They
fill my courtroom up every day.
They sell drugs, get caught, do
some time, get out, sell more
drugs, get caught ---- it's an
endless cycle. There is no end.
And I'm tired of it. I think that
our system is failing you. I know
it has. Today I feel conflicted.
Lucky for you.
(MORE)
(CONTINUED)
21.
CONTINUED:
JUDGE (CONT'D)
Since this is your first offense
I'll give you each heavily
supervised probation and release
you into the care of your parents.
Don't waste this gift. You're
unlikely to receive another.
The boys look relieved. The judge calls Jahmel's parents

forward. He releases him into their custody. Raheem's
mother and aunt come forward. He is released to them.
The Judge calls Cheryl Solomon to the bench. Both he and

Scott look around the courtroom for her. The bailiff calls
her name out again. Scott's hopes sink. The Judge takes a
quick, sidebar conference with the juvenile probation officer
and the public defender.
JUDGE (CONT'D)
Scott Solomon, since no parent or
guardian has come forward to
sponsor your release I find it my
unfortunate duty to place you under
the custody of the state of New
York. You are hereby sentenced to
one year in the juvenile detention
center. I'm truly sorry, son.
The GAVEL comes down hard. Scott is stoic as he is led away.

He tries not to cry.
SCOTT (V.O.)
I almost cried --- I'm not going to
lie - that day I did cry. Jahmel
and Raheem walked out with their
peoples and I was heading upstate
for a long unpleasant time. Nobody
came for me. I guess she meant
what she said. But then again,
what did I expect? It was the
story of my life.
DISSOLVE TO:
INT. BUS - DAY
Scott is riding to the detention center with a bus load of

other teenage kids. Most are black or Puerto Rican.
SCOTT (V.O.)
Things just kept getting worse.
When I saw the detention hall I
knew that this was not going to be
any kind of a picnic.
(MORE)
(CONTINUED)
22.
CONTINUED:
I had no idea how crazy things
could really get.
The bus pulls through the outer gates and into the courtyard
of an ominous looking black stone structure. The guards -
all curses and intimidation - herd the boys off of the bus.
INT. DETENTION HALL -
The new boys are led into the reception area and lined up.
They are issued uniforms and led into the barracks. Some of
the older inmates leer at the new kids as they pass through.
One big guy in particular fixes his gaze on Scott. The leer
is unsettling.
CUT TO:
INT. DETENTION HALL BARRACKS - NIGHT
Lights out. The big guy who had Scott in his sights rises
out of his bunk. He looks around to make sure that he is
unobserved. He moves noiselessly pass rows of bunks until he
comes to his target.
Scott appears to be asleep as the big guy eases down his

covers. Suddenly Scott leaps up and catches the big guy
squarely in the face with a sock full of soap bars and
batteries.
The big guy staggers back and Scott hits him again and again.
Now the barracks wakes up to the sound of the struggle. The
other boys cheer Scott on. The sock breaks. The contents
spill out. Scott continues the pounding with his hands and
feet. He drives the big guy back to his bunk and continues
to pour on the blows. The guards come in and finally pull
him off. The big guy is a thoroughly whipped, bloody mess.
Scott breaks away from the guards and lands one last blow.
DISSOLVE TO:
INT. WARDEN'S OFFICE - DAY
Flanked by two guards Scott stands before the warden's desk.

The WARDEN closes Scott's file.
WARDEN
I don't think you're planning on
going home any time soon, are you?
SCOTT
I had to pro----
(CONTINUED)
23.
CONTINUED:
WARDEN
Shut your fucking mouth! You don't
talk unless I tell you to.
SCOTT
I was defending my-----
WARDEN
Let's see how you enjoy another
couple of months tacked on to your
sentence. (To guards) Get this
piece of shit out of here.
CUT TO:
INT. DARK ROOM -
The cell door opens and Scott is shoved inside. The door
slams behind him. Near total darkness now. We hear Scott
CRYING. He lets it all out for a few moments and then he
pulls himself together.
His eyes are adjusting to the dark. He locates a thin sliver

of sunlight coming through a crack in the wall. He sits down
next to the faint light. He surveys a bleak eight by ten
foot room. One door. A toilet. A sink. A mat on the
floor.
Scott's hand touches something. He holds it up. A small,

very worn Bible. Scott smiles ruefully. He opens up to page
one and moves the book into the light. "Some- day We'll All
Be Free", by Donny Hathaway, plays OVER.
DISSOLVE TO:
MONTAGE -
INT. SOLITARY CONFINEMENT CELL -
Scott's VOICE plays OVER -
He curls up on the mat trying to keep warm. A panel slides

up and a plate of food is tossed through. Scott hungrily
wolfs down the meal.
Another time finds Scott completing a reading of the Bible.

He stars back again on page one.
SCOTT (V.O.)
I was running head on into a pre-
arranged fate and it didn't look
promising.
(MORE)
(CONTINUED)
24.
CONTINUED:
Everything I did just seemed to get
me more in trouble. Damn, I just
turned fifteen and already it
seemed like I was programed to
fail. Everything I had experienced
just drove me closer and closer to
the edge. Closer and closer to
losing my mind. It was rough but I
tried to keep it together.
EXT. DETENTION YARD - DAY
The other boys play basketball and hang out. Scott is off to
himself reading.
SCOTT (V.O.)
When they let me out of the bling I
tried to play it cool. I mostly
stayed to myself. After that ass
kicking I put on the big guy nobody
messed with me. It worked out.
INT. CELL - NIGHT
Scott is illuminated by candlelight. The pushups come

nonstop. His cell mate just checks him out.
DREAM SEQUENCE - EXT. HOUSE - DAY
Scott turns the corner and enters the gate of a white picket
fence. Beyond is a neat cottage in the suburbs. His mother -
Cheryl- is working in the garden. She hugs her son tightly.
From the house a VOICE calls out Scott's name.
He takes the stairs two at a time and runs down the hall into
his father's room.
The door pushes open and Scott sees Charles waiting for him.
The boy runs and embraces his father.
Now everything SLOWS DOWN. Something's wrong --- Scott breaks

the embrace. His hands are covered with blood. In horror
Scott looks up and sees the gaping, bloody wound in his
father's head. The walls are awash with blood and brains.
Scott screams ---
DREAM OVER -
Scott wakes up in a holding cell. He shakes the dream off.

Scott has civilian clothes on. A GUARD enters.
GUARD
You ready, tough guy?
(CONTINUED)
25.
CONTINUED:
Scott doesn't answer. He gathers up his things and walks out

of the door.
EXT. JUVENILE HALL - DAY
The large doors swing shut behind him. Scott stands outside
the walls for several moments unsure of what to do. He goes
through the paper bag containing his possessions. He starts
to retrieve a couple of items then changes his mind and
tosses the entire bag into the trash.
Scott recognizes the car parked across the lot. He

approaches. It's Dee behind the wheel. He exits the car and
gives Scott a big hug.
DISSOLVE TO:
INT. CAR - MOVING - DAY
Dee and Scott are catching up. Scotts voice plays OVER -
SCOTT (V.O.)
Dee was waiting for me when I got
out. He remembered. He told me
that he was proud of me for not
snitching on him and everything.
He really appreciated the fact that
I went back to help his brother. I
asked him about Raheem and Jahmel.
He said that they got spooked and
quit the business. It was for the
better. Them niggas wasn't cut out
for it. Dee gave me two hundred
bucks and said he was going to
take me under his wing. I told him
that I was going to take a pass. I
just wanted to play it straight for
a minute. All I really wanted to
do at the moment was get fucked up
and mess with some hoochies. I
asked him about my mom and Lucas ---
Scott's VOICE OVER ends. Dee picks up the dialogue.
DEE
She moved out to Staten Island with
your new stepfather. She only came
out to see you once, right? I
can't believe that.
SCOTT
It's true.
(CONTINUED)
26.
CONTINUED:
DEE
That's some cold shit. Don't dwell
on it, though. It'll just fuck
your mind up. And who needs that
shit? Wow, I can't get over how
mature you look.
SCOTT
Ain't nothing like some time away
to put some years on you.
DEE
Whenever you're ready, I've got a
job for you. Remember that.
SCOTT
I will.
DISSOLVE TO:
INT. STATEN ISLAND APARTMENT - NIGHT
Scott stands in the hall listening. Behind the door Cheryl

and his "new" stepfather MR. ROBERTS argue.
MR. ROBERTS
(through the door)
Look baby, I can't do shit for that
boy - he's just plain evil. Did
you see how he glared at me
tonight? Lucas I can deal with.
But not him.
CHERYL
Shhh. Be quiet before he hears
you. He ain't gonna be out long.
He'll be in jail by Christmas. Let
him stay for a minute.
A few moments later the sound of loud SEX penetrates the

door. Scott shakes his head and exits the apartment.
DISSOLVE TO:
INT. SUBWAY - NIGHT
Scott is on the train riding aimlessly through the city.

Nowhere to go and all of the time in the world to get there.
He's alone in the car. At one stop he looks out at the
station clock, 1:30 A.M.
(CONTINUED)
27.
CONTINUED:
A MAN, kind of mysterious in appearance, boards Scott's car

and takes a seat at the other end. After a few more blocks
Scott notices the white man staring at him. He stares back
until the man breaks it off. The guy writes something down
in a book.
Scott loses himself out of the window and is startled when he

notice the white guy in the aisle next to him. He hands
Scott a piece of paper.
SCOTT
Hey --- !
MAN
Check this out. It's Robert Frost.
SCOTT
Look, back off man. I ain't
trippin' off Robert Frost or nobody
else, so ---
MAN
I'll give you ten bucks to read it.
The man holds out a ten dollar bill. Scott just stares at
him. The train slows down. The door opens. Scott grabs the
money just as the man exits the car. From the platform -
MAN (CONT'D)
You'll understand.
Scott watches the mysterious figure recede as the train pulls

away. He unfolds the paper. It's a hand written version of
a poem by Robert Frost. Scott checks it out --- then reads
it aloud.
SCOTT
Nature's first green is gold. Her
hardest hue to hold. Her early
leaf's a flower. But only so an
hour. Then leaf subsides to leaf.
So Eden sank to grief. Dawn goes
down today. Nothing gold can stay.
By Robert Frost.
Now we hear him in VOICE OVER

I read the poem over and over until
I figured out where to get off at.
CUT TO:
28.
INT. BEDROOM - NIGHT
A pebble taps against the window pane. She stumbles out of

bed and goes to the window. Two floors below Scott is on the
street.
SCOTT
(loud whisper)
Carla, I need a place to crash.
Can I come up?
Carla, the cute little girl we saw in grade school, is now a

teenager. She thinks it over.
CARLA
Scott, I haven't seen you in like
two years and you want to come back
here and crash?
SCOTT
I'm good.
CARLA
(motioning him up)
Be extra quiet. My dad is back.
He's drunk and pissed.
SCOTT
Just like always.
He scales up the fire escape and slips into the room.
SCOTT (CONT'D)
Thanks, Carla. I appreciate this.
Arms folded she checks him out.
CARLA
Where you been, Scott? Nobody's
seen you forever.
SCOTT
I know. I had to leave the city
for a minute.
CARLA
I heard you went into juvenile
detention.
SCOTT
Yeah --- I heard that too.
(CONTINUED)
29.
CONTINUED:
CARLA
Are you always going to come here
to crash when things go bad at
home?
SCOTT
I might.
She hugs him.
CARLA
You like being in trouble, don't
you? Look, you gotta be out of here
by seven.
SCOTT
I know.
Carla tosses him a blanket.
SCOTT (CONT'D)
Can't I sleep with you? I used to.
CARLA
That was back in the fourth grade.
She points to the floor. Scott smiles and complies. Carla

settles into her bed. After several moments Scott reaches
out and squeezes her hand.
SCOTT
Carla --- thanks. Again.
DISSOLVE TO:
INT. BEDROOM - MORNING
Carla wakes up and sees that Scott has pulled out. She
picks up the folded paper she finds on her dresser. It's
the Robert Frost poem, hand written by Scott. Carla starts
to read aloud -
CARLA
Nothing gold can stay ---
DISSOLVE TO:
EXT. STATEN ISLAND PARK - DAY
Lucas and Scott toss the football around. This is a good

moment for the brothers. After a few more throws they pack
it in and start heading home.
(CONTINUED)
30.
CONTINUED:
SCOTT (V.O.)
One good thing that came out of the
home situation was Lucas. I loved
Lucas. He was a good kid. I
must've been too consumed with my
own program to notice that before
but he had a good heart. And he
thought his older brother was cool.
I was his idol. Although he looked
like Jerry he reminded me of myself
at his age - carefree and trusting.
We became real tight. Also, he'd
run and tell me every time that my
new "stepfather", Mr. Roberts,
would bad mouth me. The fat
bastard.
Roberts would be all in my face

smiling and talking "family" shit.
But behind my back he'd be calling
me a criminal and swearing that I
was halfway to hell already. But I
didn't let that faze me because I
had Lucas. It felt good to be
somebody's hero. As they walk -
LUCAS
Why do we have to knock off so
early?
SCOTT
I gotta do something in a few
minutes. I've got to get back.
Besides, you're too good for me any
way.
LUCAS
(laughing)
Don't try to soup me up, Scott.
You're just tired.
SCOTT
Oh yeah? I'm tired? Race me back
to the house. I'll give you five
dollars in you win, Mr. Big Mouth.
I'll give you a head start.
LUCAS
Five dollars! Let's do it.
Lucas takes off. Scott laughs and walks the two blocks to
the house.
31.
EXT. THE HOUSE -
Lucas is waiting for him at the house. Out of breath, the

boy sticks out his hand.
LUCAS
Pay up.
SCOTT
I didn't say: mark, get set, go.
Bet's off, chump.
LUCAS
Aw, man ----
The kid starts laughing. Scott got him again. On the way
inside Scott tosses his brother a dollar.
DISSOLVE TO:
INT. HOUSE - EVENING
Saturday evening. Scott is in the kitchen listening to his

walkman. He works hard to ignore the muffled sounds of an
argument going on in another part of the apartment. Lucas
enters the room.
LUCAS
Scott, mama called Mr. Roberts a
minute man. What's that mean?
SCOTT
(chuckling)
That means that fat boy's program
is lame. What are you doing being
nosey, anyway?
LUCAS
You told me to ----
SCOTT
Yeah, yeah. I know.
Lucas tunes in on the sound of an approaching Mr. Softee

truck. He bolts for the door. On the way out -
LUCAS
You want something?
SCOTT
Nah. You go ahead.
(CONTINUED)
32.
CONTINUED:
Lucas exits.
ANGLES -
Scott walks out into the hall and listens to the heated words
coming through the closed door. He starts back toward the
kitchen. Suddenly the door flies open and Cheryl stumbles
out into the hall. She is wearing a fresh welt under her
eye. She's in tears and in terror. Roberts explodes out of
the door after her. He pins her against the wall, yelling
in her face the entire time.
Roberts feels something coming and reacts. He sees Scott

charging in with an aluminum bat. The bat comes down hard on
Mr. Roberts' back. The older man manages to deflect most of
the blow and recovers quickly. He goes after the boy. Scott
escapes down the hall. Roberts keeps after him.
EXT. STATEN ISLAND HOUSE -
Lucas steps onto the porch with two different kinds of ice
cream bars. He sits down and is about to dive in when the
window above him shatters.
Lucas is not quick enough to dodge the three pounds of

descending iron that catches him at the base of the skull.
Scott runs outside and stops dead in his tracks when he sees
Lucas injured and bleeding.
INT. AMBULANCE - MOVING
The SIREN is blaring as the wagon speeds to the emergency

room. Scott is riding with Lucas and the paramedics. They
are working hard trying to stem the flow of blood. Scott
holds his brother's hand. He focuses through his tears.
SCOTT
You're gonna make it through this,
Lucas. You hear me? You're gonna
make it. It ain't over. Not yet
You're not going to leave me. You
can't leave! That's not gonna
happen. Lucas, stay with me!
INT. HOSPITAL EMERGENCY ROOM WAITING AREA - NIGHT
Cheryl finds Scott. Dark glasses and makeup hide her

injuries.
CHERYL
Where's Lucas?
(CONTINUED)
33.
CONTINUED:
SCOTT
They're taking him up to surgery.
CHERYL
How bad --- ?
SCOTT
They say he's hurt bad but he'll
recover.
She collapses into the chair next to him. They sit there in
silence for several beats. Eventually Scott rises.
SCOTT (CONT'D)
Where is he?
She can't even look at him.
CHERYL
Scott --- don't.
SCOTT
Where is he?
CHERYL
He's parking the car. He'll be
right in.
Scott starts off in that direction. Cheryl goes after him.
SEVERAL ANGLES -
With each step Scott grows more determined. His face

hardens. From behind him -
CHERYL
Scott --- No! Don't do it!
Scott pushes open the door that leads to the parking lot.
Mr. Roberts is coming toward him. The youth rushes forward
and tags Roberts hard enough to knock him backward through
the outer doors.
Roberts hits the pavement and Scott is suddenly all over him.
The flurry of punches dazes the big man.
CHERYL (CONT'D)
Stop it now! Leave him alone.
Scott eases back. He looks over to is mother and is

surprised to see her pointing a .38 revolver at him.
(CONTINUED)
34.
CONTINUED:
SCOTT
Mama ---- I ----
CHERYL
(dead serious)
Leave my house tonight. I don't
care what you do or where you go.
Leave Lucas and me alone. You've
done enough already. You hurt
Lucas.
SCOTT
Mama, you don't mean that ----
He moves toward her. She cocks back the hammer.
CHERYL
I said - leave now! Don't make me
hurt you, Scott. Leave and never
come back. Go, now!
Unbelieving, Scott backs away. She never takes her eye or

the gun off of him. Scott runs off into the darkness. For
the second time this day Scott's tears flow.
DISSOLVE TO:
EXT. STREETS - NIGHT
MONTAGE - Scott runs through the city. "Tonight" by Xscape

plays OVER. He keeps running. On and on until he finally
stumbles and collapses. Too tired to rise he lays sprawled
halfway between the sidewalk and the gutter.
SCOTT (V.O.)
I must've run for three or four
hours straight. I think I cried
most of the way. I didn't care. I
had to run my anger out. I had to
get it out and running was the only
way that was going to work.
Otherwise ---
I thought that I had bad nights

before but this was close to the
fucking worst. The hand had been
dealt and I was determined to go
with it - where- ever it would take
me. She was going to get what she
asked for - I was going to stay
away. And that was that.
(MORE)
(CONTINUED)
35.
CONTINUED:
I was hoping and praying that Lucas
would recover but right now ---
there was nothing I could do for
him.
Scott pulls himself up and makes his way to the pay phone.

I had one number left that I could
call. Even if it would change my
life forever I knew that it was the
only call I could make.
After making the call Scott goes to wait on the corner. It

begins to rain. Later, Scott is wet, alone and standing in
the same spot.
A jeep pulls up. Dee, sympathetic yet tough, opens the door
and Scott climbs inside. They pull off.
OFF SCREEN - a loud, metallic CLICK!
CUT TO BLACK -
FADE IN:
PRESENT TENSE - INT. SCOTT'S APARTMENT - DAY
CLOSE SHOT - mini tape recorder. Scott has run through

another tape and the machine has shut off. He puts in a
fresh tape and steps away from the table.
He has been talking and taking notes for several hours now.
The sun is up and he has gotten a lot done. Scott stretches,
pours another cup of coffee and gets back into it.
CLOSE SHOT - mini tape recorder. Scott CLICKS <RECORD>.
CUT TO:
EXT. NEW YORK CITY - DAY - ESTABLISHING
The SHOT CLOSES IN on the Brooklyn Bridge. In the thick

traffic a jeep is singled out. Scott is driving. Dee is in
the passenger seat.
SCOTT (V.O.)
The next three years passed
quickly. In that time a lot
happened. I mean - a lot. On that
night that Lucas got hurt Dee took
me under his wing.
(MORE)
(CONTINUED)
36.
CONTINUED:
I became the brother he would soon
lose because Raheem got iced in
some dumb crap game. Dee half
expected that to happen so he
focused his attention on me. Dee
taught me the game - the drug game
and the game of life - and I was a
more than willing pupil.
Off of the bridge the jeep pulls curb side. A gym bag is
handed through the window. Scott tosses this one in the bask
seat with the others. Looking like they are on top of the
world they pull back into traffic.

He taught me the business inside
and out. He showed me the ropes
and made sure I approached every
situation with caution. Dee was
one of the most cautious niggas
I've ever known. Maybe that's why
he never spent a day in jail. I
loved him. He was the closest
thing to a father I had in a long
time. He was a class act.
DISSOLVE TO:
INT. DEE'S APARTMENT - DAY
The layout of this pad is slick. Dee lives here with his
girlfriend - TWYLA. Scott grabs a nylon bag from the pile in
the living room. On the way through the big and beautiful
Twyla hands him a tray of soft drinks and snacks.
SCOTT (V.O.)
I became Dee's right hand man. Dee
was a class act. We became like
family. His girl, Twyla, was like
an older sister to me.
OFFICE -
Scott enters. Dee is working three money stacking machines

simultaneously. Stacks of money take up the shelf space.
Scott empties the cash in the nylon bag onto the table. He
joins Dee in sorting through the loose piles of money.
They small talk sports as they work. At one point Scott

focuses on the public service spot playing on the TV.
37.
CLOSE ON TV -
A drug rehabilitation clinic is featured. A good looking

black woman - DR. KATHERINE HOWARD, mid-thirties - makes the
plea for generous donations. Call this number -
RESUME ANGLES -
SCOTT
Damn, she's fine. I'd like to meet
her.
DEE
You want to meet her, send her
clinic some money. You'll meet
her, alright.
Twyla sticks her head into the room.
TWYLA
Remember, Dee, we're supposed to be
at Danna's at six.
DEE
Yeah --- yeah, Danna's --- yeah.
TWYLA
Dee, did you forget?
DEE
No, of course not.
Twyla steps out. Dee turns to Scott. It's obvious that he

did forget. Scott cracks up.
IN THE BATHROOM -
Twyla checks for the results of her home pregnancy test. Oh

shit! Positive. Her energy shifts significantly.
THE OFFICE -
Scott and Dee wrap up the money sorting operation. They

prepare to go out. Dee sighs heavily.
DEE
She's not going to like hearing
that I can't make it.
SCOTT
Go ahead and take your ass whipping
like a man.
38.
THE LIVING ROOM -
Twyla is on the sofa nursing a cup of tea.
DEE
I'm sorry, baby. I did forget.
I'm sorry. I promise that we'll ---
TWYLA
It's okay, Dee. We can go another
time. It's all right.
DEE
You sure, baby?
TWYLA
Yeah. It's fine. I've got some
things to do too.
Dee kisses her.
DEE
See you later.
On the way out she calls to Scott -
TWYLA
Scott --- happy birthday.
SCOTT
(surprised)
Thanks, Twyla. Thanks for
remembering.
They exit.
THE GARAGE -
The elevator deposits them in the garage. Scott leads the

way to the jeep.
SCOTT
You dodged that bullet pretty good.
DEE
Let's not take the jeep this time.
Let's take this one.
Scott turns and is surprised to see Dee standing by a brand

new black 850 BMW.
(CONTINUED)
39.
CONTINUED:
SCOTT
This is you? This is your new
ride?
DEE
Brand new. How do you like it?
Scott inspects the new car.
SCOTT
Like it? This shit is the bomb.
How much did it run?
DEE
A gentleman never tells.
Dee tosses Scott the keys. They climb in and Scott fires the
engine up.
DEE (CONT'D)
You hold on to the jeep.
SCOTT
Really? You're giving me the jeep?
But I already have a car.
DEE
Now you have two. Besides, you've
earned it. However you figure it,
happy birthday. Let's go make some
money.
They drive out of the underground garage.
EXT. THE STREET -
Scott pulls up to a corner in Harlem. FOXX - a big, im-

posing man and a lieutenant in Dee's organization talks to
them at the car.
DEE
Scott, call Gustav and tell him
we're going to be running a little
late.
Scott starts to punch in a number on the cell phone. Dee

interrupts -
DEE (CONT'D)
Scott, not the cell. Use a land
line. A pay phone.
(CONTINUED)
40.
CONTINUED:
SCOTT
Oh yeah, sorry. Forgot.
DEE
You're not supposed to forget
anything that crucial.
SCOTT
You're right.
Scott rethinks and goes to a nearby pay phone.
INTERCUT - PHONE CONVERSATION - SCOTT AND GUSTAV.
At his apartment, GUSTAV, a behind the scenes, Russian drug

supplier, is bagging up some dope when the PHONE rings. Some
noisy kids are in the next room.
GUSTAV
Hey, Scottie. What's happening,
comrade?
SCOTT
Comrade? Isn't that some of that
old communist rap?
GUSTAV
You and Dee would have flourished
under the old communist system.
SCOTT
What do you know about communism?
You ready for us?
Gustav moves to the door and shouts out into the hall.
GUSTAV
You kids stop fooling around and
get ready for church. Don't make
me put my foot in your behinds.
(back to Scott) Yeah, man. I'm
ready when you are. Come on
through. The wife and kids will be
at church.
They disconnect. Scott returns to where Foxx and Dee are

wrapping up their business. He slips behind the wheel.
SCOTT
He's ready.
(CONTINUED)
41.
CONTINUED:
DEE
Let's roll.
INT. GUSTAV'S APARTMENT -
The place has finally quieted down as Gustav puts the

finishing touches on his packaging. A KNOCK on the door. On
the way through Gustav kicks some of his kid's toys out of
the way.
GUSTAV
(to himself)
Damn kids. They could at least --
Expecting to see Dee and Scott he opens the door. Three men
in ski masks bum rush the door and overpower Gustav. He
struggles but is quickly pistol whipped into submission.
The marauders are efficient. They grab the dope, trash the
apartment, tie up Gustav and slit his throat. In under a
minute they are gone.
INT. CAR - MOVING
Scott and Dee turn onto Gustav's street. They take notice of
the police cars, the ambulance and the crowd stationed in
front of Gustav's apartment building. They proceed with
caution.
A cop is directing traffic up ahead. As they drive by the

front they see the paramedics taking out the blood soaked
corpse. They know who it is immediately.
DEE
(in disbelief)
Gustav ---- they got fucking
Gustav. Keep driving, Scott.
SCOTT
Where?
DEE
Away.
DISSOLVE TO:
EXT. GEORGE WASHINGTON BRIDGE - NIGHT
"Inner City Blues", by Marvin Gaye plays OVER -
(CONTINUED)
42.
CONTINUED:
On the pedestrian portion, Scott and Dee alternately talk,

drink and check out the New York skyline. The bottle of
Hennessey is nearly done and they are both a little buzzed.
DEE
The game has changed, li'l brother.
It used to be whoever made the most
loot was the man. Now it's whoever
drops the most bodies. I can't do
that shit no more. I ain't into
gunplay or beating niggas down any
more. I'm just not there. I've got
too much good shit to live for.
Scott takes a big swig and passes the bottle to Dee.
SCOTT
Gustav was a good dude.
DEE
Damn right! Think about it - Tony
Kay, Big Peanut, Knuckles and now
Gustav - all dead. Murdered.
Every one of them was sharp and
careful. And they still got took
out.
SCOTT
That's fucked up.
DEE
Fucked up doesn't begin to cover
it. Here's to you players. Rest in
peace.
Dee pours some liquor into the river and then tosses the
bottle in. They stand in silence for several moments.
DEE (CONT'D)
There's a definite pattern to all
of these murders. Someone is
targeting the independent dealers
in the New York area. The fucked
up thing is that they're just
getting started.
SCOTT
I thought that too.
(CONTINUED)
43.
CONTINUED: (2)
DEE
There's word on the street that an
import from Jamaica named Nickede-
mus has set up shop somewhere in
Brooklyn. Nobody knows this guy.
Nobody's seen this guy. But all my
sources point to him as being
behind the killings. He wants the
independent territories and he
doesn't negotiate.
SCOTT
I've heard of Nickedemus. I didn't
think he was real. He sounded like
a fairy tale. An invisible man.
DEE
Nickedemus - or whoever is behind
all of this - is slick, resourceful
and patient. He lets things cool
down between assassinations. He
takes his time. There's nothing
more dangerous as a patient man.
SCOTT
If he's real he can be found.
DEE
Maybe. Scott - this scares me.
Nothing good can come out of an all
out drug war. They're wasteful and
destructive. Nobody wins anything.
But I understand fully that this
shit happens from time to time.
It's hard wired into this lifestyle
we've chosen. Beefs come up.
Territory gets disputed. People
try to bitch you and take your
shit. It's all a part of the game.
But this wholesale murder ---- it's
--- it's beyond me.
SCOTT
So, what's the answer?
DEE
I'm getting out of the game, Scott.
I think it's that time. The stakes
have gotten too high. Besides,
Twyla's been after me to retire for
a while now.
(MORE)
(CONTINUED)
44.
CONTINUED: (3)
DEE (CONT'D)
Maybe we'll move away to Florida or
something. She'd love that.
SCOTT
That's an understatement. She
really loves you, you know.
DEE
Hell - I really love her. That's
why getting out makes sense. How
about you?
SCOTT
If you're out - I'm out.
DEE
Good choice.
SCOTT
So what's next?
DEE
After this run to Virginia we can
close up shop, split the profits
and ride off into the sunset.
Scott stares pensively off into the distance.
DEE (CONT'D)
Let me guess. Carla? You're
thinking about Carla and where she
fits in.
SCOTT
You could tell, huh? I still can't
figure out why she moved to D.C.
without saying anything. Haven't
heard from her in over three years.
DEE
She'll resurface. The good ones
always do. C'mon. Let's go home.
We've got a lot of shit to do.
Supporting each other they start home.
DISSOLVE TO:
EXT. STREET - NIGHT
Scott sits in his car across the street from his mother's
house. He has a clear view through their window.
(CONTINUED)
45.
CONTINUED:
He watches Lucas, Cheryl and another woman - ELLA - open the

package of money that was left in their mail box. They look
like one big happy family.
SCOTT (V.O.)
Every now and then I would drop off
an anonymous surprise package.
They seemed to enjoy it. I wasn't
sure who the other lady was. It
was obvious, though, that she was
close. My mother seemed a lot
happier these days. Lucas had to
walk with a cane but other than
that he looked all right.
I'd come and check them out every

couple of weeks. I always watched
from a distance. I was torn apart
by seeing Lucas struggling with
that cane. Yet he kept smiling.
That's Lucas. Always positive.
Scott's cell PHONE rings.
SCOTT (CONT'D)
(Into phone) Yeah --- got it. Be
there in fifteen minutes.
He starts the car and pulls away.

So much for my family moment. The
Virginia trip and the count down to
getting out was in play.
DISSOLVE TO:
EXT. PORT AUTHORITY BUS STATION, N.Y.C. - DAYBREAK
Scott is waiting inside the BMW. Dee comes out of the

station and climbs in. They point the car toward Virginia
and go. Neither notices the black van falling in behind
them.
SCOTT (V.O.)
Ever since Gustav died Dee had been
showing the strain. Maybe it was
the murder. Maybe it was quitting
the game. Or maybe he was just
tired. I guess everybody gets
tired eventually.
Scott notices something.
(CONTINUED)
46.
CONTINUED:
SCOTT (CONT'D)
Where's that bag you had?
DEE
(snapping)
Mind your business, Scott. I'll
tell you what I want to tell you.
SCOTT
(hurt)
Damn, man -- just asking.
DEE
Just drive the car and shut up!
The next few miles are silent. Dee pulls it together.
DEE (CONT'D)
I'm sorry I snapped out on you,
man. You wouldn't believe the
pressure I've been under.
SCOTT
I know what's happening. It's no
big thing. We're still one love.
DEE
Still, I'm not supposed to be
barking at you. This whole move
we're trying to make has got me
paranoid. I'm trying to pull
together a lot in a little bit of
time.
"Chill Out, Things Are Going To Change", by John Lee Hooker

plays on the tape deck.
DEE (CONT'D)
Tell me again why you're getting
out of the business.
SCOTT
Because you are. You know that.
DEE
That's not a good enough answer.
Look, man, you gotta start making
your own decisions. Not for me,
but for you. Follow your own
destiny, not mine.
(CONTINUED)
47.
CONTINUED: (2)
SCOTT
Just the other day you said that
the game has changed.
DEE
It has. For me. Maybe not you.
Let me ask you this - You ever been
in love? Not fucking - I'm talking
real love.
SCOTT
I guess Carla was the closest
thing. Why you asking?
DEE
Because I'm in love.
SCOTT
Twyla?
DEE
Of course. I love her more than
anything in the world. Once you
love somebody like that all of this
other shit becomes unimportant.
The money, the cars, the lifestyle.
Nothing compares to being loved. I
think that she would stick by me
even if I was penniless. She's
that kind of a woman. I don't want
to lose it. I want to live to
enjoy this.
SCOTT
But I can't do this without you,
Dee. You laced me. You put me on.
DEE
You scared, little brother? Trust
me when I tell you the power is
yours. You control where you go.
And you're right. I hand picked
you.
SCOTT
But why are you suggesting that I
stick around a while longer?
(CONTINUED)
48.
CONTINUED: (3)
DEE
In figuring out my exit strategy I
came to the conclusion that there
are things that need to be
implemented and some loose ends to
tie up. You're the man to do it.
Scott thinks it over.
SCOTT
Okay, Dee. What have you got in
mind?
DEE
I'll lay it out for you when we get
back to the city.
SCOTT
Looking forward.
Their car crosses the Maryland state line into Virginia.

Unknown to the travelers another black van falls in behind
them.
DISSOLVE TO:
INT. CAR - LATER - MOVING
Now driving, Dee checks his watch as they turn off the main
highway.
DEE
We'll be good in another fifteen
minutes.
SCOTT
Cool, I'm getting hungry.
DEE
You still sneaking money to your
mom and Lucas?
SCOTT
When I can.
DEE
Still scared to knock on the door?
SCOTT
I'm not scared. I'm just not
wanted. But sooner or later ----
(CONTINUED)
49.
CONTINUED:
Dee is suddenly alert. He turns off the music and checks out
the rear view mirror.
SCOTT (CONT'D)
What's up?
DEE
Fuck! Those two vans have been
behind us since Baltimore.
SCOTT
Maybe they've got business in
Virginia too.
DEE
Shit! I must be slipping. It's
them niggas from Brooklyn. I can
feel it. Scott, hand me the Mack.
SEVERAL ANGLES -
Scott reaches under the seat and brings out the Mack-10. He
loads a clip into the automatic weapon and places it on the
seat between them. Dee speeds up. The vans keep pace. One
moves ahead to intercept.
SCOTT
What the ---
DEE
Scott, no time for talk now. Do
exactly as I tell you. I want you
to take the wheel and burn rubber
out of here until you can get to a
safe location. Got that?
SCOTT
But Dee, wait a minute. We can ---
DEE
There's no "we" this time. If
you've ever felt anything for me
then do exactly as I say. Go it?
Scott nods. Dee directs him to turn down a dark road. The
two vans follow closely.
DEE (CONT'D)
This is the game. I know what I've
gotta do - but it just ain't your
time yet.
(MORE)
(CONTINUED)
50.
CONTINUED:
DEE (CONT'D)
(He hands Scott a key) This is to
a Port Authority storage locker.
Everything that you need is in
there. It's self explanatory. Try
to lay low and let this thing play
out. Most importantly - protect
Twyla. Get her out! Tell her I
love her. You too, bro.
One of the vans pulls ahead and moves to cut them off.
DEE (CONT'D)
When I give you the word take the
wheel ----
SCOTT
Dee ---
DEE
It's on you now. Stay smart,
Scott. Okay --- now!
Dee slams on the brakes. He grabs the Mack-10 and dives out
of the car - in what seems like one motion. Scott slides
over and grabs the wheel.
Dee hits the ground and rolls upright. He lets go with the
Mack and blasts the glass out of the first van. He catches
the driver full. The van flips over and crashes.
Scott skids around the wreck and takes off. Several rounds
hit the BMW. In the mirror he sees a full blown fire fight
erupt between Dee and the men in the vans. Dee's weapon
lights up the night. He takes a few with him but a shotgun
blast finishes him.
Scott hits the accelerator and is gone.
DISSOLVE TO:
INT. PARKING GARAGE - DAY
Scott pulls the BMW into it's assigned spot. He turns off
the engine and for the first time in several hours he powers
down. He looks at the locker key in his hand and the duffle
bag that the key led to.
SCOTT (V.O.)
I drove for six hours straight. I
took every back road I could find
but I finally made it back into the
city.
(CONTINUED)
51.
CONTINUED:
He catches his breath, exits the car and locks the duffle bag
in the trunk. Scott sits on the trunk of the car for a
moment to collect his thoughts. Then it hits him. He
completely looses it and breaks down in tears.
SCOTT (CONT'D)
I had been locked into survival
mode - working on pure adrenaline
for the past several hours. Now
that I had a little breathing space
it all caught up to me at once. I
couldn't get Dee's voice out of my
head. The only person to show me
some real love was dead. Fuck!
He composes himself and moves off to the elevators.
INT. APARTMENT BUILDING HALL -
Scott takes a deep breath and rings the bell. A few moments
later Twyla answers the door.
TWYLA
(surprised)
Scott? I wasn't expecting you guys
until tomorrow. That's good
because I was cooking and this dish
is the bomb.
He follows her inside.
TWYLA (CONT'D)
How did it go? (Reading his
expression) What's going on?
Where's Dee?
SCOTT
Dee's dead. We got ambushed in
Virginia. I'm sorry. I couldn't
think of any other way to tell you.
TWYLA
What? Dee's ---- What? What did
you say?
SCOTT
Dee's dead, Twyla. He saved my
life and he told me to get you out.
(CONTINUED)
52.
CONTINUED:
TWYLA
(breaking down)
Don't say that, Scott! Don't say
that! Dee is not dead. He's not --
Twyla falls into hysterics. Scott grabs her.
SCOTT
Listen to me, Twyla. We've got to
move quick. Dee is dead. Believe
that. I would give my life up
right now if he could be here. But
it ain't gonna happen. So get some
stuff and let's get out of here
now. Neither one of us is safe.
She is not responding to his pleas. He shakes her.
SCOTT (CONT'D)
You've got to do this, Twyla.
You've got to do this for Dee. He
wanted you to be safe. That's why
you've got to move now. C'mon,
baby, do this for Dee. Let's go.
Twyla starts to snap out of it. He walks her back to the

bedroom.
SCOTT (CONT'D)
Just put some things in an
overnight bag. We'll go to the
Long Island place. We'll be safe
there.
Moving in a daze she complies. Scott starts looking for

something. She knows what it is.
TWYLA
In the front room. The bookcase.
There gazes lock for a moment.
SCOTT
Thanks.
He goes into the next room and looks behind the books on the
shelf. He pulls out a 9mm and several clips of ammo. Twyla
is packed and ready. As they are about to leave she breaks
down again. His tone is urgent and comforting at the same
time.
(CONTINUED)
53.
CONTINUED: (2)
SCOTT (CONT'D)
Come on. Let's go. Let's do this
for Dee. Let's keep moving.
She pulls it together and they exit.
DISSOLVE TO:
INT. LIVING ROOM - LONG ISLAND HOUSE - NIGHT
This is Dee's unfinished and barely furnished "dream" house.

A fire - the sole source of light - is going in the
fireplace. Scott and Twyla sit on the floor among a slew of
unopened boxes. The rain is coming down hard outside. Her
eyes are red from crying but she has managed to pull herself
together. He is wrapping up a long and sad tale -
SCOTT
Then he rolled out of the car and
shot it out with those mother-
fuckers. The last thing he said to
me was to tell you that he loved
you and to get you out of the city.
And now ---
TWYLA
--- and now --- here we are. I
knew that this could happen. I
always prayed that it wouldn't.
Who do you think was behind it,
Scott?
SCOTT
I don't know yet -- but I will find
out.
TWYLA
And then.
SCOTT
And then I'm going to kill him or
how many others is behind it.
That's my word to Dee.
TWYLA
You going to try to "keep it real"?
That's not going to bring Dee back.
SCOTT
That's not the point.
(CONTINUED)
54.
CONTINUED:
TWYLA
I forget what the point is some-
times. I do know that "keeping it
real" is what got him killed. You
know, Dee used to talk about you
often. He said that you had the
brains to really make something of
yourself.
SCOTT
You mean other than a drug dealer.
Twyla lets that one go. She gets up and wanders around the
large room.
TWYLA
This was going to be the house that
me and Dee would retire to once he
was out. He drew out the plans
himself.
SCOTT
Dee decided to get out. That's
what that trip to Virginia was all
about.
TWYLA
(pointing)
Over here was where we were going
to put the nursery. And here's
where ---
The memories hit her hard. The tears start flowing again and
she falls to her knees. Scott goes over and puts his arms
around her. She responds to his embrace.
SCOTT
It's going to be all right, Twyla.
I'm not going to let anything
happen to you. I swear it.
For several moments they stay locked in the embrace. Her

tears have subsided.
SCOTT (CONT'D)
I going to ride back to town and
check things out. The other guys
will want to know what happened.
Twyla clings to him.
(CONTINUED)
55.
CONTINUED: (2)
TWYLA
Not yet, Scott. Please don't leave
me. Not yet.
They look deeply into each other's eyes. The uneasy moment
hangs in the air. Twyla pulls Scott close and kisses him.
Scott goes along - reluctantly at first - and kisses her
back. A moment later and raw passion overtakes them. The
driving rain and the firelight contribute.
DISSOLVE TO:
INT. LONG ISLAND HOUSE - MORNING
Twyla and Scott are sitting side by side on the floor. He is

trying hard to find the right words.
SCOTT
I'm sorry -- I disrespected the
memory of my homeboy and I took ad--
TWYLA
Listen to me, Scott. I needed you
last night and you needed me.
Don't take it any further than
that. We both experienced a
tremendous loss and we were there
for each other. You did not
disrespect Dee or his memory. And
neither did I.
SCOTT
Yeah --- I guess. But ---
TWYLA
No buts. It happened. It's over.
SCOTT
I'm going back into town in a few.
Will you be okay?
TWYLA
I may never be okay. But don't
worry - I'm not going to commit
suicide or anything crazy like
that. I'll be all right. Do what
you've got to do.
They embrace at the door.
TWYLA (CONT'D)
Scott --- I'm pregnant.
(CONTINUED)
56.
CONTINUED:
SCOTT
What?!!? We ---
TWYLA
It's Dee's baby. I didn't have a
chance to tell him. I was saving
the announcement as a surprise.
Now --- (wiping the tears away) Go.
Get going before I start crying
again.
SCOTT
I'll call you later. Okay?
TWYLA
Be careful. I mean it.
DISSOLVE TO:
INT. SCOTT'S APARTMENT - DAY
Scott has the contents of Dee's duffle bag spread out on the
floor. Stacks and stacks of money, several folders and a set
of computer disks. Scott loads a disk into his computer.
SCOTT (V.O.)
Dee's body was never recovered. De-
spite that - it was all here -
Dee's master plan. He was a
forward looking cat and what I was
seeing only reinforced that. He
had hidden a bunch of cash away in
several bank accounts - some
offshore. He had more than a few
set up in Twyla's name. She was
going to be well taken care of.
Something else - Dee had devised a

plan that would have benefitted us
and the community. He wanted to
unify all the major dealers into
one strong foundation. He wanted
to build stores and develop
businesses in the hood. He was
talking about subsidizing some
housing and actually making the
streets safe again. It was a wild
plan but I could see how it could
work. He had talked to the Soto
brothers and some of the Spanish
cats uptown. They were ready to
get down with it.
(MORE)
(CONTINUED)
57.
CONTINUED:
It was a bold plan. Maybe that's
what made him a target. (Beat) And
then this --- a letter from the
grave. Damn!
He retrieves an envelope from the bottom of the duffle bag.

It is addressed to him. The letter is handwritten.
SCOTT (CONT'D)
(Reads aloud)
"Scott, If you're reading this then
things didn't work out like I
planned. The contents of this bag
represents everything that we've
worked for. The disks will tell
you the location of everything that
is important.
Dee's VOICE takes over -
DEE (V.O.)
Whatever you do don't try to avenge
my death. This is a rough game we
play and this is all a part of it.
Live by the gun die by the gun. You
we're lucky enough to come up in
the business when things were
relatively peaceful. You have
never had to deal with what is
about to go down. This is only the
beginning. It can only get uglier.
If you decide to stay in my advice
to you is to play it hard and play
it for keeps. When things settle
down try to work my plan into the
scheme of things. If anybody can
pull that off it's you. One last
word - don't stay in too long. And
when you get out - get out clean.
The only thing I ask of you is to

look out for Twyla until she's on
her feet. She's a good woman. I
wish I was going to be there to see
the future with her. Be that as it
may - I love her and I may have
never said it but I love you too,
my little brother. All you need to
survive in this world is heart,
luck and what you've got between
your ears. You've got it all.
Don't waste it.
(MORE)
(CONTINUED)
58.
CONTINUED: (2)
DEE (V.O.) (CONT'D)
Watch your back always. Take care
of yourself. Your man - Dee.
Scott folds the letter away.
SCOTT (V.O.)
Now I knew what I had to do.
DISSOLVE TO:
MONTAGE -
Scott's VOICE continues OVER -
Scott is talking to Foxx on a Harlem street corner. The

older man is visibly upset.
SCOTT (V.O.)
Big Foxx wanted to strike back
immediately. He just wanted to
take some niggas down. But take
who down? We were operating in the
dark. We didn't know who was
behind Dee's death. We ran with
the Nickedemus angle but we hit a
dead end. Nobody knew nothing. He
was like a phantom hanging over
everything we said and did.
Scott, Foxx and some of the other crew organize the troops at
the Morningside Projects. The reorganization has a military
feel to it. KYLO, Foxx's partner, slides open a hidden
closet. Automatic weapons are racked on the inside. They
pass out a few weapons to the worthy soldiers. A woman
soldier - DEZ - stands out in the group.
SCOTT (CONT'D)
We got ready for the other shoe to
fall and it didn't happen.
Everything got quiet again. Real
quiet. In the absence of an enemy
to fight we concentrated on
consolidating our various
operations.
Scott is seated at a conference table with Foxx and Kylo.

They are soon joined by the young, hip, Cuban SOTO BROTHERS,
the older, wiser, Puerto Rican SANTOS and the slippery,
veteran SINCLAIRE. New York's independent dealers are in
session. Scott is taking charge.
(CONTINUED)
59.
CONTINUED:
SCOTT (CONT'D)
I was able to get across Dee's plan
for consolidating. They dug on the
community outreach part too. I had
to explain the profit sharing five
times to the Santos brothers. But
they finally got it. I was getting
much respect. One thing led to
another and before long I was
running things. We were starting
to make some headway. Dee always
told me to "act like you know" -
and I did.
Twyla sits alone in the near darkness. She stares at her

favorite picture of Dee and cries.
SCOTT (CONT'D)
Twyla was in to mourning and
impending motherhood at the same
time. What a fucking combination.
We never made love again after that
first night - but that was all
right too. She cried a lot. It
was sad. I tried but I couldn't
get her to snap out of it.
Decked out in a three piece Scott discusses some matters with

some attorneys. Papers are signed. Scott checks out a
contractor's bid and plans for refurbishing an old warehouse
into a recreation center.
SCOTT (CONT'D)
Things were coming together and it
was starting to feel good ---
Night time. Scott's car is parked across the street from his
mother's house. He watches as Cheryl, Lucas and what he
surmises to be his mother's female companion open another
surprise delivery. He drives away unnoticed.
SCOTT (CONT'D)
I kept an eye on them but I also
kept my distance from my family.
Scott is at home working the cash machines and his computers.
SCOTT (CONT'D)
Everything was rolling fast. The
last few months felt like I was on
a roller coaster.
(MORE)
(CONTINUED)
60.
CONTINUED: (2)
SCOTT (CONT'D)
Things were moving so quickly that
sometimes it seemed like I was
reacting to events that were beyond
my control. Maybe they were. I
didn't see it that way at the time.
I thought I was handling it. I had
to stay sharp and alert just to
keep up. I liked the challenge and
things kept rolling. And then ---
surprise, surprise ---
The SHOT PUSHES IN to a CLOSE UP of the fax machine. A

transmission is coming through. Scott reads it as it comes
out. The first page is a typewritten version of the Robert
Frost poem - "Nature's first green is gold".
The second page reads: COMING TO NEW YORK. WILL SEE YOU
SOON. LOVE, CARLA.
SCOTT (CONT'D)
Now how the hell did she get this
number?
DISSOLVE TO:
INT. UPSCALE RESTAURANT - NIGHT
Scott and an all grown up Carla sit across from each other in
an upscale eatery. They are locked into a seductive stare
down.
SCOTT
Now what?
CARLA
You invite me to hang out with you
in New York. That's what.
SCOTT
I see. So how do you know I ain't
macking out. What makes you think
I don't have a whole stable of
women?
CARLA
I know you. That's not your style.
You care too much.
SCOTT
You could be wrong.
CARLA
You think?
(CONTINUED)
61.
CONTINUED:
SCOTT
I don't get it. Why now? What's
up?
CARLA
I slipped off to Washington and
went to Georgetown because I had to
get away. You couldn't help me.
You were running the streets and
fighting with your mother. My dad -
- well, he hit me one time too
many. I was out. I threw myself
into the books. I did well. But
at the end of the day I couldn't
get past us and how we've been
connected - forever. Ever since
that night you left me that poem
I've known in my heart that it was
all about us. Us. You know what
I'm talking about.
SCOTT
I feel you. And I missed you. You
don't know how much.
CARLA
Maybe I do.
SCOTT
My life is pretty upside down these
days. It's a mess. Dee's dead.
My mama hates me. My brother's
crippled. Niggas are trying to
kill me ---
CARLA
Someone's trying to kill you?
SCOTT
Long story.
CARLA
I'm here now, Scott, and I want to
be here for you. Can we do this?
SCOTT
I want to be with you, Carla, but
I'm not going to get you involved
in my shit. You made it out of
this hell hole and I'm not going to
let my lifestyle drag you right
back into it.
(MORE)
(CONTINUED)
62.
CONTINUED: (2)
SCOTT (CONT'D)
I'm not going to be responsible for
ruining another life.
CARLA
That's not your choice to make.
(Looking around) Besides, this
doesn't look too much like a hell
hole.
SCOTT
Well, you know I can hang with the
best.
CARLA
I know.
A bottle of champagne arrives. They toast. Carla changes

gears.
CARLA (CONT'D)
I've been in touch with your
mother.
SCOTT
How is she?
CARLA
Good. A lot has changed with her.
(Pause) I think she wants to see
you.
Scott looks away.
CARLA (CONT'D)
That's how I found you. Through
Lucas. He's quite a scientist. He
was able to track you down through
your computer.
SCOTT
Really? Lucas did that? And I
thought I was being slick.
CARLA
He misses you too. But he
understands.
Scott takes a cell phone call. He frowns.
SCOTT
Damn! I've got to roll, Carla.
This is important. Where are you
staying?
(CONTINUED)
63.
CONTINUED: (3)
CARLA
With you - if you let me.
A skeptical Scott checks her out for several moments. Then

he slides her the key.
SCOTT
It might be messy - but it's home.
I'll be there in a couple of hours.
Okay?
CARLA
I'll be there waiting.
Scott pays the bill in cash and exits.
DISSOLVE TO:
INT. MORNINGSIDE PROJECTS HEADQUARTERS - NIGHT
Scott walks into the inner office. A bank of computers lines

a wall. Kylo approaches with a handful of print outs.
SCOTT
I walked out on a real winner. I
know this has got to be some life
or death shit you called me about.
KYLO
You tell me.
He points out a series of entries on the sheets. Scott sees

it immediately. He gets real serious real fast.
SCOTT
That's almost fifty grand short.
KYLO
There's two more just like it
dating back to last October.
SCOTT
That's like one hundred fifty G's.
KYLO
Yeah. It's a good thing we caught
it.
Scott studies the sheets.
(CONTINUED)
64.
CONTINUED:
SCOTT
This can only be one person, right?
Sinclaire!
CUT TO:
EXT. LION'S DEN - NIGHT - ESTABLISHING
A small neon sign reading "LION'S DEN" is the only thing that
distinguishes this private club on a dark, nondescript
Brooklyn street.
INT. LION'S DEN -
Loud reggae MUSIC echoes throughout the club. It's a rowdy

scene but the crowd of regulars is into it. The door to the
rear, inner sanctum opens up and someone is ushered through
to the basement.
NICKEDEMUS, the powerful and mysterious Jamaican kingpin sits

at the head of the table. Beside him is his powerful and
deadly lieutenant, MUSSILINI. The two gangsters stare a hole
in the man now before them. A REVERSE ANGLE REVEALS the man
to be Sinclaire.
NICKEDEMUS
My old friend. You've come back to
see us.
Clearly uneasy, Sinclaire tries to appear calm and in

control.
SINCLAIRE
You get respect, Mr. Nick---
NICKEDEMUS
Shut up! Two things: you owe me
money and you're nothing but a
worthless informer. I despise you.
You're lucky I don't murder you
where you stand.
SINCLAIRE
But --- I been straight with you. I
gave you Gustav. I gave you Dee.
NICKEDEMUS
I took them. You gave me nothing
but information.
(CONTINUED)
65.
CONTINUED:
SINCLAIRE
I was thinking that maybe you could
cut me a piece of Dee's old
territory when this is finished.
NICKEDEMUS
You get what I fucking give you.
Now it's time for you to do your
informing thing again.
MUSSILINI
Who's the youth whose been handling
Dee's operation?
SINCLAIRE
You're talking about Scotty. He
ain't no threat to you. He's just
another snotty nose, young buck
trying to make some moves. He
ain't no Dee. He ain't shit.
NICKEDEMUS
Don't underestimate the youth, man.
He may be capable of more than you
suspect. You may wake up with your
throat cut and it will be a
toddler with the blade in his hand.
The hulking Mussilini walks over and grabs Sinclaire up in

the collar.
MUSSILINI
We need to know everything about
this boy. Where he lives. Where
his family lives. When he goes.
When he comes back. Everything.
NICKEDEMUS
When we make our next move it's
going to be the big one. This kid
is high up on the list. So do what
you do best, Sinclaire, inform!
(Laughing) And maybe I'll let you
keep some of the money you owe me.
Go!
Mussilini shoves him away. Sinclaire scurries out of the

club. Their LAUGHTER follows him out.
DISSOLVE TO:
66.
INT. APARTMENT BUILDING - NIGHT
Scott is on the elevator up. Big Foxx on the cell phone.
SCOTT
(into phone)
No! Let's do it this way: we
don't move on him until we find out
all we can. Sinclaire ain't that
smart. Somebody else is behind
him. Jackin' his ass now won't
tell us what we need to know. ---
That's right --- yeah --- Let's
keep him close - real close. Talk
to you.
He disconnects and heads to his door.
INT. SCOTT'S APARTMENT -
Scott stops short when he sees the low lights and the trail
of candles that lead into the bathroom. He hears Carla
singing in the shower.
BATHROOM - ANGLES
The door to the shower is open. Carla is inside - nude,

seductive and inviting. She motions him in.
Scott and Carla defy gravity with their sex in the shower
moment. Memories are made of this.
LIVING ROOM -
Carla and Scott relax in front of the fire. They are

completely relaxed in each others company. A KNOCK on the
door. Scott is on his feet immediately. A gun is in his
hand as he wraps himself in a towel. Mystified, Carla is
motioned into the next room.
Scott slips over to the door and peeks through the eye hole.
SCOTT
(whispering)
A white boy ---
CARLA
It's probably the pizza guy. I
ordered a pizza.
SCOTT
You what??
(CONTINUED)
67.
CONTINUED:
CARLA
A pizza.
SCOTT
How did he get up here? We didn't
buzz him in.
He motions for Carla to hug the wall. Scott snatches the

door open and pulls the man in. His pistol is ready. The
PIZZA BOY sees it and freaks.
PIZZA BOY
Hey, man, don't shoot! Don't
shoot! I'm just the delivery guy --
SCOTT
How did you get in? We didn't
buzz.
PIZZA BOY
A woman in the lobby let me in.
That's all. That's all.
Scott checks out the pizza and relaxes. He hands over a

generous tip.
SCOTT
Sorry, dude. I was expecting
something else.
PIZZA BOY
Sure, man. Whatever you say.
The delivery guy exits. A slightly embarrassed Scott locks

the door behind him. Carla has been checking the whole thing
out.
CARLA
Scott --- What was that?
SCOTT
I've never ordered a pizza from
this address.
CARLA
That's what normal people do.
That's how they live.
SCOTT
It's not how I live. No one knows
I stay here. I've never had a
visitor here.
(CONTINUED)
68.
CONTINUED: (2)
CARLA
You really live dangerously, don't
you?
SCOTT
I told you that. Being with me is
not the safest bet in the world. I
don't want anything to happen to
you.
CARLA
Are you trying to get rid of me,
Scott? You said it yourself - not
ten minutes ago - you needed me.
SCOTT
I do. But you see how I'm playing
it. This ain't no joke, Carla.
This just ain't our time. Not yet.
Shit won't always be this crazy. I
want you, baby, but --- you'd
better go back to D.C. That's the
best way --- at least for right
now. That's the best way to make
this work.
The evening hits the rocks hard.
FADE TO BLACK -
FADE UP -
Scott is driving fast and thinking. He finds some music that

he can groove to.
SCOTT (V.O.)
The next few months flew by in a
blur. Everything was happening
fast - real fast.
MONTAGE -
A very pregnant Twyla serves Scott a home cooked meal at the

Long Island home.
SCOTT (V.O.)
Twyla put all of her attention into
giving birth to a healthy baby. I
helped her out as much as I could.
(MORE)
(CONTINUED)
69.
CONTINUED:
I even went to a few parenting
classes with her. She was
adjusting but it was obvious that
she still missed Dee.
On the streets there are ribbon cutting ceremonies being held

for the grand openings of a new black owned and operated
Laundromat and the refurbished rec center. Deep in the
background of each public event Scott, Foxx and Santos take
it all in and smile.

Some of the community projects that
we planned were starting to take
shape. Things were looking good.
In Washington D.C. Scott visits Carla. It has the look of a

long, romantic weekend.
SCOTT (CONT'D)
I went to see Carla a couple of
times down in D.C. She was a
special lady and we hung tough. I
didn't want her anywhere New York --
- at least until things worked
themselves out.
Night - Scott, followed closely by Sinclaire, carries a

duffle bag of money from the Morningside Projects HQ to the
waiting cars. Two triggermen walk in front - two guard the
rear.
SCOTT (CONT'D)
Business was booming. Within six
months the organization had
expanded beyond anybody's
expectations. Things stayed quiet
and running smoothly but we kept
our guard up any way. With a
traitor in our midst anything could
happen at any time. More
information was coming at us every
day about Nickedemus and his
operation. Still nobody knew what
the nigga looked like. He was
still a phantom.
END MONTAGE - RESUME ANGLES
INT. CAR - MOVING
Scott drives through the gates of a cemetery.
70.
EXT. GRAVE YARD - DAY
Scott catches up with Twyla at the grave site. She is alone

there with her three month old daughter - SCOTLAND. The
three are there to see the newly erected headstone display
honoring Dee.
SCOTT
Sorry I'm late. I ---
TWYLA
I know you're busy.
They check out the headstone. Twyla lays flowers. Scott

pours some Dom Perignon on the grave.
SCOTT
We miss you, soldier. One love.
Twyla and Scott embrace tightly.
TWYLA
I miss him, Scott.
SCOTT
I know. Me too.
They move back toward the cars. The baby squirms and Scott
takes her. She calms down in his arms.
TWYLA
See the effect you have on women,
Scott.
SCOTT
She's my little superstar. She
knows whose boss. (To baby) Right?
TWYLA
Look at her laughing.
SCOTT
You still calling her Scotland
Yard?
TWYLA
It seems to fit. Right now, at
least.
AT THE CARS -
Twyla blurts it out -
(CONTINUED)
71.
CONTINUED:
TWYLA
Scott --- Scotland and I are going
to be moving to Los Angeles.
SCOTT
Los Angeles? When did you think
this up?
TWYLA
I've been thinking on it for a
while and I've made up my mind.
This is the city that took Dee's
life from him. I don't want to see
the same thing happen to you.
SCOTT
That ain't gonna hap---
TWYLA
You're still in the game, Scott.
You know as well as I do - anything
can happen. Somebody is always
after your shit. The cops. Rival
dealers. Your own boys. It could
come from anywhere. I've made up
my mind.
SCOTT
When?
TWYLA
Soon. Very soon. As soon as I can
pull it together.
SCOTT
I mean -- L.A.? Damn!
TWYLA
It's going to work out.. We're
moving to the other side of the
country not out of your life.
SCOTT
Well --- if you need anything ---
TWYLA
I know. I'll call you.
Twyla loads Scotland in and drives away. The exchange has

knocked Scott off of balance.
(CONTINUED)
72.
CONTINUED: (2)
SCOTT SOLOMON (V.0)

At that moment things made a jump
to light speed.
CUT TO:
INT. CAR - MOVING - LATER
Driving back through the city Scott is lost in deep thought.

He makes a turn near the Morningside Projects. Suddenly,
from out of the darkness, a figure comes hurling toward the
car.
A MAN jumps on the hood of Scott's car. Scott's pistol is

already in his hand and pressed against the windshield.
MAN
Please, mister, they're after ----
SCOTT
Get the fuck off of my car!! I'll
bust a cap in your junkie ass!!
MAN
Please --- they're trying to hurt
me!
From a nearby alley a group of street junkies closes in.

Scott drives off with the man on the hood and the pistol
pressed against the windshield.
A couple of blocks later and the street junkies have given up

the chase. Scott stops the car. The man is still clinging
onto the hood. Scott gets out and snatches the man off of
the car.
SCOTT
I said get you monkey ass off ---
(sudden recognition) --- Jahmel??
A closer look REVEALS that it is Jahmel. The years have been

downright hostile to him. He's wasted on cheap street drugs
and is battered from life on the streets. Jahmel finally
recognizes his rescuer.
JAHMEL
Scott -- it's you!
SCOTT
What happened to you, Jahmel. You
were married with a kid the last I
heard.
(CONTINUED)
73.
CONTINUED:
JAHMEL
Fire got 'em. The fire got 'em
all. (Starts crying.) I wish I
could just die sometimes.
SCOTT
I'm gonna get you off of the
street, Jahmel.
JAHMEL
Take me home, Scottie --- home.
Scott reads an address off of Jahmel's medical bracelet.
CUT TO:
INT. CLINIC - NIGHT
The conversation is getting heated between Scott and the

female ATTENDANT behind the glass partition. Jahmel is
sprawled against the wall - out of it. Several people - the
walking wounded - mill about the waiting room.
SCOTT
No, I don't know his insurance
situation! Look at him. Does he
look like he's covered?
ATTENDANT
I'm going to need more information
than what you're giving me, sir.
SCOTT
Look, I found my friend wandering
around in the street. I brought
him here because he was recently a
patient here. (Holding up Jahmel's
arm with the wrist identification)
See.
The attendant reads the name and feeds it into the computer.
A few moments later Jahmel's info comes up on the monitor.
ATTENDANT
Mr. Kurow left the program
voluntarily three weeks ago. His
place has been filled. There won't
be an opening until ---
(CONTINUED)
74.
CONTINUED:
SCOTT
Hey, lady, he needs help now! What
do I have to do? Is it money?
Here!
He tosses a stack of bills onto the counter. Unmoved she

stares back at him.
SCOTT (CONT'D)
Come on. You're wasting time.
What's it going to take to make
this happen?
ATTENDANT
(icily)
Your attitude isn't helping any.
Wait here.
She goes into the back. Scott tries to remain cool but after
a short period he loses it.
SCOTT
(shouting)
This is bullshit! I want to see a
supervisor. Somebody is going to
look at this man tonight! I'm not
leaving outta here until you find a
place for him!
The attendant returns.
ATTENDANT
Sir, you're going to have to lower
your voice or I'll call security.
SCOTT
Call them. Please! I don't give a
fuck. I came here to get my boy
some treatment. Not to argue with
your dumb ass. I ---
A calm VOICE behind him -
VOICE
What seems to be the problem?
Scott turns and looks into the big, beautiful eyes of DR.
KATHERINE HOWARD. He recognizes her from the television
show. She looks even better in person. Scott calms down.
(CONTINUED)
75.
CONTINUED: (2)
SCOTT
I'm trying to get my friend here
some treatment and I'm getting a
fucking runaround.
KATHERINE
Where's your friend?
Scott points to Jahmel. She conducts a flash exam.
KATHERINE (CONT'D)
It's Mr. Kurow. I know him. He
was doing so well. (To attendant)
Put him in 304.
ATTENDANT
But we have to ---
KATHERINE
It's okay. We'll take care of it.
Some more attendants come in and take Jahmel away in a wheel

chair. Scott has eased down considerably.
SCOTT
Thank you. I appreciate what you
did.
Katherine hands him back his money.
KATHERINE
Mister -- ?
SCOTT
Solomon. Scott Solomon.
KATHERINE
Mr. Solomon, please take your
money. If we keep him in the
program we can discuss payment
then. Is there a number where I
can reach you?
He hands her the number.
SCOTT
I apologize for my behavior. But,
like I said, he's a friend.
KATHERINE
I understand your anger, Mr.
Solomon.
(MORE)
(CONTINUED)
76.
CONTINUED: (3)
KATHERINE (CONT'D)
You are concerned about your
friend. But none of that excuses
bad manners. This job is hard
enough without having to put up
with that crap twenty times a day.
SCOTT
Again, my apologies.
KATHERINE
Accepted.
SCOTT
I thought you were great on the TV
program. Your passion for your
work came across big time.
KATHERINE
(smiling warmly)
Thank you, Mr. Solomon. I just
wish that the needs had come across
just as big time.
SCOTT
Money tight?
KATHERINE
Always. The fact is that nobody
really wants to deal with the
problems of addiction. Everybody
talks a good game but ---- I'll be
in touch, Mr. Solomon.
Scott is compelled to watch her as she walks away. She is

more than an eyeful.
DISSOLVE TO:
INT. MORNINGSIDE PROJECTS, HQ - DAY
A high level planning session at headquarters. The wagons

are drawing into a circle. Sinclaire is conspicuous by his
absence.
FOXX
One of our wholesalers washed up in
the East River. That's two in the
last month. That ain't no
coincidence.
KYLO
It seems like someone is trying to
cut our product off at the source.
(CONTINUED)
77.
CONTINUED:
SANTOS
Let's guess who.
JESUS SOTO
The question is: what do we do
about it now?
SCOTT
We go to our back up sources.
It'll be a little bit more
expensive but it will keep the flow
going.
FOXX
That's a temporary fix.
SCOTT
Look, we've got a small army of
people on the streets trying to
find this Nickedemus motherfucker.
We haven't been able to find out a
damn thing that we didn't already
know. That's the source of our
problems. The man stays invisible.
Something's about to pop off. It's
in the air.
SANTOS
(indicating Sinclaire's
empty chair)
Is it time to lean on our friend
here?
SCOTT
Soon. Very soon.
Sinclair enters the room and the tone and subject of the
exchange shifts.
SINCLAIRE
Sorry I'm late.
SCOTT
No thing. We're just getting
started. Santos, you first.
Santos reads off some figures from a sheet of paper.
SANTOS
Looking good. My territory cleared
$1.2 million in profit.
(MORE)
(CONTINUED)
78.
CONTINUED: (2)
SANTOS (CONT'D)
$200 G's went into the La Raza
Community Center. Another hundred
G's went to the creation of a food
co-op on ----
Scott's cell phone rings. Santos continues.
SCOTT
(into phone)
Yeah, this is him --- He did what?
Okay. Tomorrow at nine.
He disconnects. The meeting continues. Scott checks out

Sinclaire on the sly. If Sinclaire has a clue he's cloaking
it well.
CUT TO:
INT. COFFEE SHOP - DAY
Scott sits across from Dr. Howard over coffee. He's

perplexed.
SCOTT
I don't get it. I tried to help.
KATHERINE
Some people don't want to be
helped, Mr. Solomon. That's the
nature of addiction.
SCOTT
Please, call me Scott. Nobody but
the police calls me Mr. Solomon.
You're not a cop, are you?
KATHERINE
Hardly. Anyway, since he left the
program twice we can't accept him
back again. Mr. Kurow had some
potential I think he could be
saved. He just needs something to
believe in. I don't know if you
can provide that or not - but I
thought that I would lay that on
you.
SCOTT
Thanks for the heads up. Are you
married, Dr. Howard?
(CONTINUED)
79.
CONTINUED:
KATHERINE
Not any more. I have a son,
twelve. You?
SCOTT
No.
KATHERINE
I must say - you're much more
charming now than you were the
other night.
SCOTT
My screaming and yelling wasn't a
good first impression, was it?
KATHERINE
You got that right.
SCOTT
I hope you don't mind the question,
but why did you ask me here? We
could've covered this on the phone.
KATHERINE
Curiosity, that's all. I'm curious
about the line of work that you're
in. What do you do that would allow
you to throw a couple of thousand
dollars around without even asking
for a receipt.
SCOTT
I was a little crazy a couple of
nights ago.
KATHERINE
What line of work are you in,
Scott?
SCOTT
I'm --- self employed.
KATHERINE
(noticing his discomfort)
As what?
SCOTT
Let's just say I'm an entrepreneur.
She gets the picture. She shakes her head, pays her bill and
rises from the table. Scott looks on confused.
80.
EXT. COFFEE SHOP -
He catches up to her walking back to the clinic. She doesn't

break stride.
SCOTT
What happened? We were having a
nice conversation and ---
KATHERINE
I know the code words, Mr. Solomon.
You're a drug dealer. How
original.
SCOTT
I'm one of the good ones. Let me
take you out to dinner some time.
She stops and looks him dead in his eyes.
KATHERINE
You've got to be fucking kidding
me. Okay, let's pick a good date.
Hmmm -- How about never? Never
works for me. Does never work for
you?
SCOTT
Whoa, lady! I thought I was
charming.
KATHERINE
That's before I found out what you
do. Look, I take what I do
seriously. Or hadn't you noticed?
I'm about healing the community not
dating the people who fuck it up.
Don't even think of calling me.
Good luck, Mr. Solomon.
She leaves an embarrassed Scott alone on the sidewalk.
DISSOLVE TO:
Scott drives through Harlem thinking hard.
SCOTT (V.O.)
You talk about a nigga's reality
check bouncing. Damn! She was
right.
(MORE)
(CONTINUED)
81.
CONTINUED:
I was nothing to Dr. Katherine
Howard but a jive ass drug dealer.
Anyway you cut it - it came out the
same. A drug dealer is a drug
dealer.
I had fooled myself into believing

the harm I was dealing the
community was offset by the good
things we were trying. This shit
didn't balance up.
I didn't like this new perspective.

I started to get a sick feeling.
Like I was outside of myself
looking in. Shit all of a sudden
didn't feel right. It was like
being a passenger on a runaway
train. I could feel things
tightening up around me. And at
that moment I knew that I was no
longer playing the game. It was
playing me.
INT. APARTMENT - DAY
Scott is doing furious paper and computer work. A lot of

documents are shredded.
SCOTT (V.O.)
Maybe it was time to start working
on my exit.
CLOSE ON COMPUTER MONITOR SCREEN -
He types in the name of Dr. Howard's clinic and presses

ENTER.
I just needed to put a few things
into place first.
CUT TO:
EXT. ROOFTOP - MORNINGSIDE PROJECTS - EVENING
Scott inspects the Morningside's defenses. At crucial points

along the towers the snipers and lookouts signal in. Scott
approves the layout of their positioning.
SCOTT (V.O.)
In the meantime we were trying to
get ready for anything.
CUT TO:
82.
INT. SCOTT'S APARTMENT - DAY
Things are being boxed up and shifted. Jahmel - looking

healthier than we last saw him - enters and removes a stack
of boxes. Scott supervises closely.
SCOTT (V.O.)
Jahmel showed up at Morningside.
He looked 200% better and seemed
serious about his recovery so I put
him on. Low impact shit. I was
hoping that it would help him
maintain. I kept my eye on him
though.
DISSOLVE TO:
EXT. LONG ISLAND HOUSE - DAY
Scott pulls up at Twyla's home. The doors of the moving van

are closing. Twyla is buckling Scotland into the car seat as
Scott rushes in.
SCOTT
I thought we'd have some time to
talk about this.
TWYLA
What's the point? You weren't
going to change my mind.
SCOTT
But I --- we ---
TWYLA
I'm not mad at you, Scott. I need
to do this. It's something I've
got to do for me and my baby. I
need a fresh start. (Pause) And so
do you.
SCOTT
Me?
TWYLA
Why don't you hook up with that
girl, Carla, and get out of the
game a rich man? Get out before
it's too late. Don't wait too long
like Dee.
(CONTINUED)
83.
CONTINUED:
SCOTT
I've been thinking about it.
TWYLA
Don't think. Act. Time is running
out, Scott. We'll miss you.
She embraces him. The moving van pulls away.
TWYLA (CONT'D)
I'll call you when we get settled.
Twyla puts the car in motion. The baby waves. Stunned, he

and looks at the empty house. The CELL PHONE rings.
FOXX
(over phone)
They hit Santos last night. They
fucked him up bad before they
killed him. The Soto brothers have
disappeared. Nobody's seen them.
SCOTT
Shit!
FOXX
It's busting out. You need to come
back, man. Shit is critical!
SCOTT
I'm on my way.
Scott leaps in his ride and pulls off. He places the 9mm on
the seat next to him.
CUT TO:
INT. THE LION'S DEN BASEMENT - DAY
Paulie Soto lies dead. His brother, Jesus, is tied to a chair

nearby. He's been through a severe beating. Several gang
members watch from the shadows. Mussilini brandishes a
gasoline can.
MUSSILINI
This is your last chance, punk.
Where does your homeboy, Scott,
live?
JESUS
(defiant)
Fuck you! You banana boat bastard -
(CONTINUED)
84.
CONTINUED:
MUSSILINI
No. Fuck you.
He steps up and cuts Soto's throat. Nickedemus enters from

the next room. He sees the dead Soto brothers and shakes his
head.
NICKEDEMUS
They make it so fucking hard.
He beckons Mussilini into the next room. He indicates the

man at the table.
NICKEDEMUS (CONT'D)
See how much easier this is.
At the table sits Jahmel flanked by two hoodlums. They feed

his crack pipe and he freely spills his guts. Nickedemus
laughs.
NICKEDEMUS (CONT'D)
I love crack heads.
INT. MORNINGSIDE PROJECTS HEADQUARTERS - DAY
Kylo, Foxx and Scott are in an impromptu strategy session.
FOXX
We can't expect to hold this shit
together if motherfuckers can just
murder our people like it ain't
nothing.
SCOTT
What do you think, Kylo?
KYLO
We can't afford to lose a man like
Santos. Ever.
FOXX
I just know that they are in our
ass and we've got to do something
about it.
SCOTT
It always comes down to people
dying, doesn't it?
FOXX
People dying is all part of it.
(CONTINUED)
85.
CONTINUED:
Dez enters.
DEZ
This just came.
She hands over an envelope and exits. Scott opens the

envelope and is sickened by the polaroids inside. He hands
them to Foxx and Kylo.
INSERT - CLOSE ON POLAROIDS
Three separate shots of the Soto brothers lying dead in a

pool of blood. Written across the back of one of the
pictures is the word: CHECKMATE.
RESUME ANGLES -
Stunned SILENCE.
KYLO
(whispered)
Those were two good soldiers.
FOXX
The best.
SCOTT
Checkmate, huh? We've lost two
thirds of our strength. They're
expecting us to run and that's what
we should do. That would be the
logical thing.
FOXX
What are you saying?
SCOTT
They've got us outmanned and now
outgunned. So let's do the least
logical thing. I'm saying let's
take it to them - with the
quickness. Let's go after these
motherfuckers.
KYLO
Swift and final.
Foxx agrees. Scott summons in two soldiers.
SCOTT
I want Sinclaire here - now! Find
him and get his ass here.
(CONTINUED)
86.
CONTINUED:
The men jump to it. Scott's CELL PHONE goes off.
INTERCUT PHONE CONVERSATION -
Carla is lounging at Scott's apartment. She's laid out in

her Victoria's Secret best.
CARLA
Surprise, baby?
SCOTT
Carla? You --- Baby, I've got to
call you back. This is not a good
time. Where are you?
CARLA
I'm closer than you think.
SCOTT
You're in town?
CARLA
I'm at your place, silly. I'm
sitting here naked and I want to
see you. Is that all right?
SCOTT
At my place? You should've called.
CARLA
I missed you down in D.C. So -
surprise. When are you coming ---
(reacting to an OFF SCREEN NOISE)
Who's there?!!?
She screams and the phone goes dead. Scott knows it

immediately. The worse thing possible -
SCOTT
They're at my place! They got
Carla!
CUT TO:
INT. SCOTT'S APARTMENT - MINUTES LATER
The front door flies open. Scott, Foxx and Kylo pour in with
their guns drawn. They cover each other as they work toward
the back rooms.
(CONTINUED)
87.
CONTINUED:
They find her tied to the bed - bloody, naked and clinging to
the last moments of life. Scott throws a blanket over her
and pulls her close. Foxx dials 911.
SCOTT
Carla --- it's okay. I'm here.
I'm gonna take care of you. I'm
gonna ---
CARLA
(weakly)
Scott -- they kept asking me about
you --- I wouldn't tell them
anything --- Scott --- Scott!!
SCOTT
Stay with me, Carla. Stay with me!
Carla dies in his arms. SIRENS are approaching.
SCOTT (CONT'D)
God, no! Please, no! Carla!
Foxx tries to gently pry her away. Scott holds on.
FOXX
(calmly)
Scott, we've got to get out of
here. This is a murder scene now.
You can't be caught here. Let her
go now.
Scott lets her go. Then unreasoning anger erupts -
SCOTT
I told you to stay away! I told
you! But you fucking wouldn't
listen! Fuck! I told you not to
come! I told you to stay away from
me! Now look at you! Look at
you!!!
Scott breaks down. Kylo pulls him to his feet. Foxx covers
their exit. The SIRENS pull up outside.
CUT TO:
INT. MORNINGSIDE PROJECTS HEADQUARTERS - NIGHT
Foxx and Kylo confer quietly and desperately behind closed

doors.
(CONTINUED)
88.
CONTINUED:
KYLO
Can shit get more fucked up than
this?
FOXX
Our choices have gotten a lot
slimmer. We need to get the fuck
out here. They got us. We lost.
KYLO
(shakes head)
Scott's finished, man. They ---
they killed Carla and -- well, you
saw him. He cried the whole time
coming here. He's ---
FOXX
He's fucked up. We need to get him -
The door at the far end opens. Scott enters. His manner has
transformed now to calm, cold, calculating. Scott changes
into a fresh shirt. He gives a final, sad appraisal to his
bloody jacket and then tosses it aside. He approaches Foxx
and Kylo.
SCOTT
When this is over I'm out. (Pause)
But this ain't over yet.
FOXX
You ready to do this?
SCOTT
Let's bring the gun smoke.
CUT TO:
MORNINGSIDE H.Q. BASEMENT - MINUTES LATER
Sinclaire is in the grasp of Syke and another soldier. A

single naked light bulb swings overhead. Foxx and Kylo
silently watch as Sinclaire starts to melt. His bluff is
sliding quickly into desperation.
SINCLAIRE
What's up, Foxx? Why you playing
me like this, man? I ain't done
nothing? Why you jacking me like
this? Kylo, Syke - what's
happening? Who told y'all to do
this to me? Answer me! What's up
with you niggas?
(CONTINUED)
89.
CONTINUED:
Foxx moves in closer. He goes eye to eye with Sinclaire.
FOXX
You've been stealing from us for
the past nine months. Now tonight -
we need some answers.
SINCLAIRE
I don't know what you're talking
about. Let me go, motherfucker!
Turn me lose. Don't you know who I
am?
A butterfly knife appears in Foxx's hand. A moment later

Sinclaire's little finger is missing. Sinclaire screams are
drowned out by the radio.
SINCLAIRE (CONT'D)
You touch me again and you'll all
pay. You hear me. Who do you
think you are? Don Corleone? You
ain't shit! That punk, Scott,
ain't shit! Dee wasn't shit
either!
FOXX
Now that we have your attention ---
He tosses the knife over his shoulder. Scott steps out of

the darkness and snags it out of the air without looking. He
slowly advances on Sinclaire.
SCOTT
(calmly)
You will talk to me, motherfucker.
It's been a bad day for me and
I've got nothing left to lose. I
won't be stopping with your
fingers.
He moves closer. Sinclaire suddenly realizes what time it

is. He cracks. The begging, pleading and bargaining gush.
CUT TO:
EXT. LION'S DEN ENTRANCE - NIGHT
A CLOSE UP of a digital wrist watch reads 2:30 A.M. Two

burly guards stand in front of the club entrance. A few
people arrive, are checked out and go inside.
(CONTINUED)
90.
CONTINUED:
Sinclaire (hand bandaged) approaches with one of the

soldiers, DEZ, from the Morningside projects. She has a
small automatic discreetly trained on Sinclaire's back.
DEZ
` (whispered)
You walk straight, tall and proud,
Mr. Sinclaire, or you will catch a
hot one.
One of the guards pats Sinclaire down.
GUARD
You're late. The boss is pissed.
The guard moves to search her next. She steps back and gets
the quick drop on both guards with the automatic.
Before either man can react Scott, Kylo and Foxx have slipped
out of the darkness and are on them. Foxx slices through the
wires running to the exterior security cameras.
INT. LION'S DEN - BACK ROOM
The victory celebration has started early. Nickedemus,

Mussilini and a handful of lieutenants are uncorking the
champagne. Some wild ass hottie freaks join them.
NICKEDEMUS
It's all ours now, man. All ours.
Nobody notices the security camera blinking out behind them.
INT. LION'S DEN ENTRANCE -
The two inside bouncers are taken off guard when their
exterior counterparts come crashing into the club. The
permanent disconnect comes a second later when Scott, Kylo
and Foxx rush in. The guards go for their guns and are cut
down in mid-motion.
Scott, armed with a pump shotgun and a 9mm turns to

Sinclaire.
SCOTT
Trick!
A single shot to the head closes the book on Sinclaire.
91.
CONTINUOUS ACTION -
A fast paced shoot out breaks. Chaos ensues. People flee.

People scream. Tables overturn. People hit the floor.
Nickedemus' soldiers rush in and are met head-on by Scott,
Kylo and Foxx shooting their way through the club. Dez
covers their rear.
Sudden panic slams the men in the rear areas. Security

cameras catch snatches of the action on the main floor.
The Morningside assault unit stands back-to-back in the

center of the room and blast everything that moves or doesn't
look right. An unlucky civilian gets caught up in the
crossfire. The place fills with gun smoke. Now they fan
out toward the back rooms.
Mussilini charges out of a side door firing an AK. Scott

dives for cover behind the bar.
Now they are locked into a fierce, close range gunfight.

Kylo gets an AK spray full in the chest. Foxx grabs
Mussilini and blasts him repeatedly with an automatic.
Scott shotguns in the door of a back room. Nickedemus turns

to face him. He has a human shield in front of him a gun
planted to her head. For a brief moment the men lock gazes
from across the room.
The lights go out. They both fire. The woman is unharmed

but Nickedemus has disappeared from the room. Scott kicks in
the next door down. The room is empty.
SCOTT
Come out, motherfucker! Don't
hide. Come and get some of this!
The sound of POLICE SIRENS grows louder. Scott kicks in

another door. Nickedemus has left the building.
Back in the main room Foxx and Dez stand amid the carnage.
Foxx is wounded badly. Dez holds him up. Scott runs in.
FOXX
Give me the gun! You guys roll!
SCOTT
I'm not leaving you ---
FOXX
The police are here! You stay to
help me and nobody gets away.
(MORE)
(CONTINUED)
92.
CONTINUED:
FOXX (CONT'D)
Give me the gun. This is your
chance. Take it.
Scott tosses him the shotgun. He and Dez break for the back
windows. Foxx calls out as they are about to jump -
FOXX (CONT'D)
(a trace of pride)
Scott! (Beat) We got 'em! We got
these motherfuckers! Now roll!
EXT. LION'S DEN - ANGLES
Scott and Dez hit the ground running. At the top of the
block they split up. Cop cars turn into the other end of the
alley. A moment later Scott hears an exchange of GUNFIRE
coming from the club. Foxx's last stand.
DISSOLVE TO:
INT. MORNINGSIDE APARTMENT - MORNING
CLOSE SHOT of shower head. The hot water pulses out. Scott
steps into the steam and lets the water wash it all away.
SCOTT (V.O.)
In one day Twyla and her child
moved to L.A., Santos and the Soto
brothers died. Carla was murdered.
Kylo got killed along with
Mussilini. If Foxx wasn't dead the
cops had him. To top it off that
motherfucker, Nickedemus, had
gotten away. We took out his
entire organization -- but he
skated. If I ever see him again I
swear I will finish the job. All
and all this was one fucked up day.
I made it back to the projects. I

don't know why. I guess I didn't
have anywhere else to go. But this
was it. I was out. There was no
choice after last night. Lay low.
Get lost. You call it. I was out
of the game.
THE BASEMENT -
Scott tosses his bloody clothes and a handful of computer

disks into the roaring incinerator. He watches them burn.
93.
EXT. MORNINGSIDE PROJECTS - MORNING
Scott exits his former headquarters. He turns and gives it

one last look - then he walks away. A few beats later and he
notices the helicopters circling overhead. Cops start
pouring into the projects from every direction. This is a
major raid. Squad cars, lockup wagons and tactical vehicles
block all of the entrances.
Scott tries to lose himself in the crowd. He is singled out

and ordered to lay on the ground. A moment later Syke hits
the ground beside him. Their hands are cuffed behind them.
As they and the remainder of the crew are hauled off Syke
manages to get off a whisper --
SYKE
They've got the dope.
CUT TO:
INT. PRISON CELL - DAY
The cell door clangs shut behind him. The sound ECHOES.
Scott looks around his new environs.
SCOTT (V.O.)
Fuck prison! The spirits of a lot
of good brothers have been crushed
behind walls like these. Anybody
who tells you that prison is a good
thing is a liar and can suck my
dick. And anybody who believes
that bullshit deserves what they
get. Consider this: Nelson Mandela
was the only person who ever came
out of prison and became president.
The rest of us? Shit.
Scenes of prison life play under Scott's VOICE OVER. He

surveys the bleak, maximum security landscape. Small cells.
Bars. Overcrowding. Razor wire. Long phone lines. Abuse -
given and taken. Trigger happy guards. Ominous, dark
buildings that make the Morningside Projects look like
Disneyland.
SCOTT (CONT'D)
I'm not fooling myself. I belonged
in prison. We were so consumed
with our costly gang war with
Nickedemus that we got sloppy on
the other end.
(MORE)
(CONTINUED)
94.
CONTINUED:
SCOTT (CONT'D)
The cops planted undercover agents
in and took us down. I thought I
was slick -- but I guess not that
slick. The Morning- side operation
was over. Busted beyond repair.
And it was none of that bullshit
about running it from prison. That
shit was over. I was officially
out of the drug business.
I guess I got lucky - if you call

it that. I was still in prison but
the only thing they could nail me
for was conspiracy. The
trafficking and possession with
intent to distribute charges were
both dropped for lack of evidence.
I got four years but it could've
easily have been fifty. Now the
trick was staying alive.
I learned that Jahmel was the one

that fingered Carla. He got sent
up too. That was his misfortune.
We had unfinished business and I
was determined to finish it. I
managed to stay to myself for the
first two or three months. Then
that shit changed up.
INT. SCOTT'S CELL - NIGHT
Scott is at his tiny desk writing. Suddenly he becomes aware

of three other men - all black - in the cell with him. Scott
grabs up a stool. Two of the men rush him and pin his arms.
Scott prepares for the worse.
The third man - MUMIA, the obvious leader - scouts around

Scott's cell. He's late forties and tough as rusty nails.
Mumia stops when he sees the handwritten Frost poem taped
over Scott's bunk. He reads the first lines out loud and
then laughs.
MUMIA
This fucking guy's a poetry lover.
What's your name?
SCOTT
Scott.
MUMIA
I'm Mumia Shakur. Look, some shit
is going to be hitting soon.
(MORE)
(CONTINUED)
95.
CONTINUED:
MUMIA (CONT'D)
Your best chance of staying healthy
is to stick with us. The Spanish
Kings and the Aryans got some beef
brewing and it's sure to draw us
all into it sooner or later. We
always get drawn into it. There's
safety in numbers. We're watching
each other's backs. We'll talk
later, poetry lover. And --- stay
gold.
The three men exit as quietly as they appeared. Scott is

left wondering what had just happened.
DISSOLVE TO:
EXT. PRISON YARD - DAY
Scott is seated on the bleachers finishing the last few pages

of "The Art Of War". Mumia is holding court not far away.
SCOTT (V.O.)
Mumia was quite a character. He
was inside for a list of offenses
so long hat you could ski down it.
Despite the lawlessness in his life
he was really a wise man. Some of
the stuff he schooled me about
sounded like it came directly out
of Dee's mouth. It was that deep.
I've learned a lot from him in a
short period of time. And for
whatever reason he's been watching
out for me. I think it has to do
something with that poem. That's
okay. He carries weight around
here.
Scott finishes the last page and closes the book. He looks
over at Mumia.
SCOTT (CONT'D)
This dude, Sun Tzu, had the game
all figured out. Thanks for
hipping me to him.
MUMIA
Any soldier from any battlefield
can relate to him. I thought you'd
go for it.
SCOTT
What else you got?
(CONTINUED)
96.
CONTINUED:
Mumia hands him a copy of "Soledad Brother" by George

Jackson.
MUMIA
This one's a little different but
it still has a few jewels. Brother
Jackson was sharp on revolution and
the unification of Black people.
SCOTT
I'll read it and we'll rap.
A WHISTLE sounds. The inmates in the yard line up and start

inside. On the way across the yard -
SCOTT (CONT'D)
That night when you came into my
cell. You recognized the poem I
had on the wall. Like you'd seen
it before.
MUMIA
And?
SCOTT
Does it mean anything to you?
Mumia smiles mysteriously.
MUMIA
I'll tell you about it one day,
young blood. One day.
As they are entering the building another line of inmates is

heading in the opposite direction. Scott recognizes a
familiar face and reacts immediately.
ANGLES -
Scott bolts from his line and attacks an inmate in the next.
He knocks Jahmel to the ground and starts punching him.
Mumia leaps in and separates them just as the guards swoop
in.
Jahmel, who we now see is wearing Muslim headgear, is led

away by one of his people. Mumia and Scott continue on to
their cell block.
MUMIA
What the fuck was that all about?
(CONTINUED)
97.
CONTINUED:
SCOTT
That's that crack head motherfucker
I told you about. He dimed me out
and cost me the life of my girl.
MUMIA
You know he's a Muslim now?
SCOTT
So? He's still a deadman to me.
MUMIA
It don't work that way in here.
Not among the brothers. I'm going
to arrange a face-to-face with him
and his people. We'll see what we
can work out.
SCOTT
We ain't gonna work shit out. He's
a statistic already.
MUMIA
That might be -- but we're going to
do things the way they should be
done. Got it?
SCOTT
Cool. I can wait. The verdict is
the same. He's one dead mother-
fucker.
DISSOLVE TO:
INT. PRISON AUDITORIUM - NIGHT
In one corner of the large room two groups of men - six

apiece - face each other. Everyone at this meeting is black.
Jahmel and Scott sit on either side of a table. Mumia and
his people stand behind him. Some Muslim brothers stand with
Jahmel. A lookout keeps watch. Mumia is moderating the
exchange.
JAHMEL
(humbly)
I apologize from the bottom of my
heart for the pain I have caused
you. I realize that there are no
words -- there is nothing I can say
that can erase the poison and
hatred that you feel towards me. I
can only ask for your forgiveness.
(MORE)
(CONTINUED)
98.
CONTINUED:
JAHMEL (CONT'D)
I was a zombie addicted to evil in
the form of crack cocaine. Once I
came here I got my life together
through the teachings of Islam. I
pray that we will be able to work
through this.
Scott tries to remain calm when he replies.
SCOTT
Wasn't I good to you, Jahmel?
Didn't I dig deep to help you? You
--- you --pay me back by getting
Carla killed.
JAHMEL
I can only say ----
SCOTT
Fuck that! Be ready, because it's
coming.
JAHMEL
I am taught that only Allah can ---
SCOTT
That's all I'm saying.
JAHMEL
I will defend myself if I have to
but please believe me, brother
Scott, this is not the way.
The meeting has run it's course.
MUMIA
(to Scott)
Final words?
SCOTT
Have your shit ready!
MUMIA
(to Jahmel)
Final words?
Jahmel shakes his head "no".
MUMIA (CONT'D)
Then it's all about when and where.
(CONTINUED)
99.
CONTINUED: (2)
Sadly Mumia adjourns the face-to-face.
DISSOLVE TO:
INT. PRISON GYM - DAY
Scott is working out - monster push ups, heavy bag, fighting

stances - a warrior prepping for battle. He takes a break
and notices Mumia standing nearby. The older man throws him
a towel.
MUMIA
Getting ready?
SCOTT
You damn right.
MUMIA
I've got a question for you, young-
blood. Do you really know what
you're getting ready for?
SCOTT
Of course I do. What are you
saying?
MUMIA
This: Your boy Sun Tzu said -
"Above all else, know your enemy".
SCOTT
Yeah?
MUMIA
That man, Jahmel, betrayed you.
That's true. But I read him as
having changed. I think he is
truly sorry for what he has done.
SCOTT
Why are you worried about it?
MUMIA
Because, even if this is prison, we
don't need one more black man
killing another. And what you're
talking about is not an ass
whipping. It's a fight to the
death. A challenge and a duel.
SCOTT
I ain't afraid to die.
(CONTINUED)
100.
CONTINUED:
MUMIA
Have you really thought it through?
SCOTT
Yes. But if you're going to tell
me that the real enemy here is the
white man don't waste your time.
White people didn't kill Carla,
Dee, Sanchez and the Sotos. Niggas
did. It's time for somebody to pay
up.
MUMIA
If you want to find the real enemy
you might want to look a little
closer. Think about your own
actions for a moment. How
responsible are you for what
happened? The man was strung out
on crack. Distributing crack to
the community was your business.
You were a major supplier. It
could've easily been some of your
product that set him out on that
road to hell. And make no mistake
about it - he was living in hell.
Think about how many lives that
were ruined with the poison that
you were pouring into the
community. Who pays up for that?
What's the answer, Scott? Where
does one's responsibility end and
the next man's begin?
This is precisely the view point that Scott would rather not
think about - but he does anyway.
SCOTT
Why are you hitting me with all of
this noise?
MUMIA
I've heard you say more than once
that you were tired of death.
Tired of the endless cycle of death
and retaliation. Prove it. Let
this one go.
SCOTT
I can't.
(CONTINUED)
101.
CONTINUED: (2)
MUMIA
You won't. Look, Scott, I see some-
thing in you that I never saw in
myself or anybody else. I see a
chance. You've got a chance to
work through this and leave this
part of your life behind. You've
got the chance to leave all of this
killing and revenge shit behind
you. You've got a chance to live
and make something of yourself. So
take it. Some day the killing has
got to stop. If you fight with
Jahmel and don't get killed in the
process you are going to spend the
rest of your life behind these
bars. You won't get away with it so
don't even entertain that notion.
You'll die inside of these walls ---
just like me. Scott, you're a good
nigga with a good heart. You don't
deserve to die in here. Look, man,
you've got time. Use it. Don't
let it use you.
The words are having an effect. Mumia sits down beside

Scott.
MUMIA (CONT'D)
I ran into that Robert Frost poem -
the one in your cell - about twenty-
five years ago. I was on a bus and
this white guy came up and gave it
to me.
SCOTT
(incredulous)
You're shittin' me. That happened
to me.
MUMIA
I wish I was shittin' you. No, I'm
being straight. I could never
figure out what it meant or why it
was given to me -- but I always
held onto the thought that it would
mean something one day. I never
saw that guy before or after. When
I saw the poem in your cell I felt
an immediate connect. I've got no
idea what it means. But you must
admit - that's some freaky shit.
(CONTINUED)
102.
CONTINUED: (3)
SCOTT
A white guy on a bus, huh? What
are the odds of that?
MUMIA
There ain't no odds to cover that
bet. The point is to "stay gold'.
You can do that. You can put this
death and misery behind you - if
you give yourself that chance.
You're a smart young man. You can
get beyond this and do something
with your life. Think about it.
Think about it hard.
Mumia exits the weight room. Scott thinks. He thinks hard.
DISSOLVE TO:
INT. SCOTT'S CELL - DAY
Books are piling up in Scott's cell.
SCOTT (V.O.)
I put a stay on my duel with
Jahmel. It wasn't called off
completely but for the time being
that worked for everybody. Maybe I
would be able to forgive him one
day. One day.
Things settled down into a routine.

I got a job in the prison library
and ended up reading everything I
could get my hands on. Mumia was
always close by and giving up the
knowledge.
EXT. THE YARD - DAY
A spirited basketball game is in progress. The whistle blows

and the inmates head back into the cell blocks. At the
other end of the yard a fight breaks out. It quickly
escalates and before long twenty Aryans and Spanish Kings are
slugging it out. The guards descend and try to restore
order. Mumia looks on and shakes his head.
MUMIA
Oh shit --- it's begun.
(CONTINUED)
103.
CONTINUED:
Scott is in the group of inmates that are herded back into

the buildings. He glances over his shoulder at the melee in
the yard
SCOTT (V.O.)
What Mumia had long been predicting
had finally popped off. I'm not
sure how the brothers were going to
be drawn into a war between the
Hispanics and the Aryans but I was
assured that it was only a matter
of time. Mumia had us walking in
groups and watching each others
back. It was an ugly atmosphere.
INT. THE SHOWER - DAY
The showers are emptying out. Scott is one of the last men
in. Lathering up he notices that the guard is not at his
post.
Through the steam, he sees the surprise attack coming. Scott

ducks under the blade and lays the Aryan attacker on his
back. Two more appear and, weapons in hand, start toward
him. Scott backs into a corner. He grabs a trash can as a
shield.
From out of nowhere Mumia and another brother - MUSTAFA -

appear. They mix it up with the Aryans and now the guards
rush in. Weapons are ditched as the inmates are swarmed. As
they are being led away -
MUMIA
Welcome to the war, junior.
DISSOLVE TO:
INT. PRISON LIBRARY - DAY
On the surface things appear peaceful. Scott stacks books.

Mumia reads with one eye open to trouble.
SCOTT
It's been real quiet lately.
MUMIA
Silence can be deceptive.
SCOTT
You've got a cool answer for every-
thing. Do you think it's over?
(CONTINUED)
104.
CONTINUED:
MUMIA
It's almost run it's course. But
not yet. How's that book going?
SCOTT
I never thought that I'd enjoy a
biography about Einstein.
A GUARD approaches Scott.
GUARD
You've got a visitor, Solomon.
SCOTT
(suspiciously)
I'm not expecting any visitors.
GUARD
You got a visitor. Okay?
He hands Scott a pass and exits. Scott and Mumia follow him.
SCOTT
Maybe it's my lawyer. But she
would call first.
MUMIA
Just stay alert. Things don't
usually go down in the visiting
area. But watch your back anyway.
They pause at the point where they'll separate. Mumia's

handshake lingers.
MUMIA (CONT'D)
I'll meet you on the yard later.
SCOTT
(smiling)
Stay black till then.
MUMIA
You stay gold.
They move away in opposite directions. Before entering the

visiting area Scott takes a backward glance. He sees Mumia
disappearing around a corner.
INT. PRISON VISITOR'S ROOM - DAY
Scott finds his booth. Facing him on the other side of the
glass is a shock - his mother - Cheryl Solomon.
(CONTINUED)
105.
CONTINUED:
She looks radiant. Scott slowly approaches their first face

to face exposure in over eight years.
SCOTT
Momma --- I ---
CHERYL
Son --- Scott --- I'm sorry. I'm
sorry ---
Words fail them. The raw emotion of the moment impacts.

Hands are pressed against the glass and the tears are
flowing. Several moments pass before they can speak.
SCOTT
You don't have nothing to --- to
apologize for. You did what you
had to do.
CHERYL
I've missed you, baby. I couldn't
take it any longer. I had to see
you.
SCOTT
It's good to see you too.
CHERYL
I need to get this out. I so sorry
--- and ashamed of what I did to
you. You must understand that ---
that ---
SCOTT
Momma - you don't have to explain
it. That's not necessary. I've
waited an eternity to hear you say
those words. But now I just want
to know that you're doing good.
CHERYL
I'm good. Life has really
improved. I appreciate those
periodic gifts you sent our way.
Most of it was used for Lucas'
school -- and his medical bills.
Scott casts his eyes down.
SCOTT
How's Lucas?
(CONTINUED)
106.
CONTINUED: (2)
CHERYL
It's okay, baby. He's getting
along fine. Just fine.
SCOTT
He looks good - from a distance. I
hear he's smart.
CHERYL
He's real smart. I'm so proud of
him. He's in U.C.L.A. now. He's
doing good.
Cheryl turns and a woman steps up behind her. She is the

woman Scott saw with his mother earlier.
CHERYL (CONT'D)
Scott, this is Ella. She's my
friend and --- and --- she's the
person in my life. I needed to
tell you that.
Scott's reaction is warmer than expected.
SCOTT
I understand. Hello, Ella. I'm
Scott. Pleased to meet you.
ELLA
Good morning, Scott. I've heard a
lot about you. It's good to
finally meet you.
SCOTT
I'm glad that you're happy, Mamma.
CHERYL
How about you, son. How are you
doing in here?
SCOTT
Well --- it's prison.
A series of loud, shrill WHISTLES sounds. Scott becomes

alert. Activity intensifies around them.
CHERYL
What's that?
(CONTINUED)
107.
CONTINUED: (3)
SCOTT
Sounds like lockdown. Look, mamma -
thanks for coming but please don't
come to see me anymore. I'm glad
to see you --- but please don't
come back. I ain't mad at you. I
don't want you to see me like this.
A voice over the INTERCOM proclaims visiting hours to be

over. Guards enter the area wrangling out prisoners and
visitors. One indicates to Scott that his visit is over -
now.
SCOTT (CONT'D)
Don't come see me no more, Mamma.
I'll find you. I love you.
Scott is hustled away. Cheryl looks on tearfully.
EXT. PRISON YARD - SEVERAL ANGLES
A heavy rain has started up. Under heavy guard the inmates
are herded back to their cell blocks. The prisoners are made
to halt as two hospital gurneys are hustled by. Scott's eyes
widen in shock. The second gurney carries the body of Mumia
under a blood spattered sheet. He is dead.
SCOTT
Mumia!
GUARD
Back in line. No talking.
Scott puts his anger and despair in check. The prisoners are
ordered to double time it across the yard. As they run
Mustafa leans in close.
MUSTAFA
Don't worry, my brother.
Retaliation will be swift and
merciless. Patience.
DISSOLVE TO:
INT. SCOTT'S CELL - NIGHT
Scott lays awake in his bunk. "CHILL OUT, THINGS GONNA

CHANGE", by John Lee Hooker, plays softly on the radio.
(CONTINUED)
108.
CONTINUED:
SCOTT (V.O.)
That night I laid awake thinking.
Death was like an eternal factor in
my life. Carla, Sanchez, the Soto
brothers, Dee and, now, Mumia. I
was all cried out. No more tears
would fall from these weary eyes.
There was only an empty aching
feeling in my heart. A long
painful absence that never went
away. I was tired of death and
retaliation but I couldn't stop
now. I had to avenge a fallen
comrade. I had to even the score.
Mumia deserved that much.
Scott's cell door silently slides open. He retrieves a

homemade shank from a hiding place under the bed. Shadows of
silently moving men approach.
SCOTT (CONT'D)
Payback was happening tonight and I
was ready to take down as many
Aryans and Kings as I could.
A group of armed and determined looking black inmates pass by

the cell. Scott prepares to join them. Mustafa and another
brother step into his cell and head him off. Mustafa takes
the shank away from him.
SCOTT (CONT'D)
What's up? Get out of my way.
MUSTAFA
Not this time.
SCOTT
What?!!? Move out of my way!
MUSTAFA
Mumia left specific instructions.
You are to be kept out of this
fight. He didn't want this for
you.
Scott tries to brush pass. Mustafa pushes him back.
MUSTAFA (CONT'D)
Sorry, brother. It's the way it
is.
(CONTINUED)
109.
CONTINUED: (2)
The cell door slams behind Mustafa and the other man as they
exit. The second man positions himself outside of Scott's
cell.
SCOTT
Let me out! Move out of my way!
I've got to do this. Let me out!
The man guarding his cell doesn't respond. He looks straight

ahead. Scott screams himself hoarse.
DISSOLVE TO:
EXT. PRISON YARD - DAY
Scott looks out over the yard.
SCOTT (V.O.)
That was the last bad night of
action. Just as suddenly as it had
began it was over. I don't think
that anybody even remembered what
started it. But it was over.
Maybe it didn't really happen --
but you'd have to ask Mumia and a
whole bunch of other dead and
injured guys if it was real or not.
I thought about Mumia every day.

I'd repeat a lot of the stuff he
used to say to me. He was full of
wisdom and now he's dead over some
prison bullshit. What a waste.
Jahmel got hurt in the gang wars
and got transferred to another
facility. So much for my personal
revenge.
DISSOLVE TO:
EXT. PRISON ENTRANCE - DAY
Scott walks out of prison a free man.
SCOTT (V.O.)
I bided my time and stayed out of
trouble. I got time off for good
behavior and was out in three.
Some of that time off was for not
taking part in the riot. I
considered that a gift from Mumia.
Thank you, my brother.
(MORE)
(CONTINUED)
110.
CONTINUED:
Thank you for seeing that which I
couldn't see.
DISSOLVE TO:
MONTAGE -
Scott is driving down a highway. The road sign reads: LOS

ANGLES 100 MILES.
SCOTT (V.O.)
Unlike the last time I was incarce-
rated I knew exactly where I was
going when I got out. My mother
and Ella moved out to L.A. to be
close to Lucas. Twyla and Scotland
were out there too. And that's
where I set my sights.
Scott is seen moving into his West Hollywood apartment.

Right now there are empty rooms, bare walls and two
suitcases. One is filled with money.
SCOTT (CONT'D)
That nest egg I put away for a
rainy day was waiting for me when I
got out. There's something to be
said for thinking and planning
ahead.
In a warehouse, Scott is driving a fork lift around.
SCOTT (CONT'D)
I even got a nine-to-five gig.
Just to stabilize myself and my
time. I had a couple of small
businesses that I was going to
involve myself in - but that was
all in good time.
I was flipping through the paper

one day and saw a familiar name.
It was a fund raising affair.
Well, why not? Nothing ventured ---
DISSOLVE TO:
INT. HOTEL BALLROOM - NIGHT
A charity / fund raising event is underway. The speakers

have spoken and now the drinking and dancing have gotten
underway.
(CONTINUED)
111.
CONTINUED:
Scott is laying back and keeping his eye on one of the

keynote speakers - Dr. Katherine Howard. Gathering his
courage he advances.
SCOTT
May I have this dance, Dr. Howard?
Katherine turns and a hint of recognition crosses her face.

She accepts. After a few moments -
SCOTT (CONT'D)
You may not remember me but my ---
KATHERINE
--- name is Scott Solomon.
SCOTT
You remembered.
KATHERINE
You leave quite an impression.
You're a long way from New York.
SCOTT
I stay mobile. It's hard to hit a
moving target.
The song ends.
SCOTT (CONT'D)
Can I buy you a drink?
KATHERINE
Why not?
They grab some drinks and drift off to a side table.
SCOTT
I read in the paper that you'd be
here and decided to come and say
hello.
KATHERINE
Hello, Scott.
SCOTT
The last time we saw each other in
New York ---
KATHERINE
Excuse me, Scott. I need to say
something --- Thanks.
(CONTINUED)
112.
CONTINUED: (2)
SCOTT
Thanks?
KATHERINE
Yes. Thanks.
SCOTT
For what?
KATHERINE
For the generous gifts that kept my
clinic running for the past four
years. I appreciate that. From
the bottom of my heart.
Scott is caught off guard.
SCOTT
That was supposed to be anonymous.
Or at least secret.
KATHERINE
It was for a while. I finally
hired a detective.
SCOTT
There have been several times
throughout my life when I thought I
was doing something in secret - and
each time I've been uncovered.
She holds his hand tenderly.
KATHERINE
In this case - it's a good thing.
Your contributions were a godsend.
I couldn't have continued without
your support. Thank you again.
The SHOT PULLS BACK on Katherine and Scott having an earnest

chat.
DISSOLVE TO:
INT. SCOTT'S LIVING ROOM - PRESENT DAY
Scott loads up a final tape into the mini cassette. He

checks the time.
(CONTINUED)
113.
CONTINUED:
SCOTT
Well - I was surprised to learn
that she had been keeping tabs on
me. She knew about my quick exit
from the drug business. I guess
there are no more secrets. So, she
agreed to go with me to Lucas'
graduation and then to take me up
on my long, lost dinner invitation.
Life is strange, huh?
He pauses the machine gathering his thoughts. He switches it

on again.
SCOTT (CONT'D)
Well, that's the story up until
this point. My life has been a
trip. One strange thing after
another. There's been a lot of
pain but right now - I wouldn't
trade anything.
It's not over. Not by a long shot.

I don't know what is awaiting me
but I feel that there is some kind
of a sign, a marker or a beacon out
there that will guide me in the
right direction. I hope I
recognize it when it comes.
As for right now - I'm a happy guy

(checking the time) with a
beautiful woman picking him up in a
half hour. Story to be continued.
Scott switches off the tape recorder.
CUT TO:
EXT. U.C.L.A. CAMPUS - LATE AFTERNOON
SEVERAL ANGLES -
The graduation is a gala, happy affair. Katherine and Scott

listen as Lucas gives the valedictorian address. Scott tries
to hide the tear that is sneaking down his cheek.
The ceremony is over and now the family has gathered around
Lucas. When the younger brother sees Scott approaching he
drops everything and runs to hug his brother. They embrace
and the tears start again.
(CONTINUED)
114.
CONTINUED:
Cheryl, Ella, Twyla and Scotland join in the group hug. No

one wants to let go. This is the ultimate Kodak moment and
everyone is into it. Katherine is introduced and she is
warmly welcomed. She gets to take the family group photo.
Several are taken of her and Scott together.
DISSOLVE TO:
INT. RESTAURANT - NIGHT
The graduation / reunion behind them, Scott and Katherine

have settled into a cozy, romantic dinner. Things are going
well. She reaches out and strokes his hand.
KATHERINE
I'm so glad that you've reconciled
with your mother and brother.
Those kind of things are so
important.
SCOTT
I know. I missed them. I really
didn't know how much until today.
KATHERINE
Twyla and her daughter are very
nice also.
SCOTT
Yeah. She's a cool lady. Her
husband, the guy with all of the
cameras, is supposed to be a big
time Hollywood producer.
KATHERINE
So -- how are you doing, Scott?
SCOTT
To tell you the truth, I've never
been better. I've got to say - and
this is no b.s. - that this is the
happiest day of my life. I'm not
shitting you either.
KATHERINE
I don't think you are.
SCOTT
And being with you here, right now,
just makes it all the more special.
(CONTINUED)
115.
CONTINUED:
KATHERINE
You're making me blush.
He kisses her hand - and then the world freezes. A man

stands up several tables away. He walks pass their table.
In mid-stride the SHOT ramps down into SLOW MOTION.
The man passes and then the memory kicks in. Without a word
to Katherine, Scott grabs a steak knife off of the table and
slips out of the booth.
KATHERINE (CONT'D)
Scott? What is it?
SEVERAL ANGLES -
Just as the man is about to enter the men's room Scott steps
in behind him and places the knife at his back.
MAN
What?!!?
SCOTT
Shut up and keep walking!
MAN
But wait --- you've got the wrong --
SCOTT
I said walk!
Discreetly hiding the knife Scott marches the man ahead of

him and out of a side door.
EXT. RESTAURANT -
Scott guides the man into a dark area behind the eatery.
SCOTT
Turn around and face me, deadman.
The man turns slowly and is revealed to be Nickedemus.
SCOTT (CONT'D)
Recognize me?
NICKEDEMUS
No, man. I've never seen you.
Scott backhands him.
(CONTINUED)
116.
CONTINUED:
SCOTT
It's too late for lying. What do
the names Dee, Santos and the Soto
brothers mean to you?
Nickedemus recognizes. He stammers. He chokes.
NICKEDEMUS
Man, don't do it. I --- I've got a
wife and kids now. I'm not in that
business any more. Don't ---
SCOTT
It's time to pay up, bitch.
Scott moves in and Nickedemus surprises him by knocking the

knife out of his hand. Scott and Nickedemus lock up in a
brutal fist fight. They are evenly matched and it could go
either way.
The expensive suits rip and tear as they hit the asphalt.
Nickedemus pins Scott against a trash dumpster and pulls a
small pistol from an ankle holster. Scott freezes.
Nickedemus hesitates.
NICKEDEMUS
I always knew that one day my
enemies would catch up with me. I
never showed mercy so I don't
expect you to. I don't want to kill
you but ---
From somewhere behind them Katherine screams out Scott's

name. He takes advantage of the distraction and snatches the
gun from Nickedemus. Scott punches him to the ground.
Nickedemus is beaten. He is on his knees and bows his head

like he is ready to accept the inevitable bullet to the
brain. Scott stands over him and takes aim. The moment
SLOWS down. His HEARTBEAT echoes. A flood of micro-fast
images plays out in Scott's head:
- His father sliding dead down the wall.
- Lucas laying wounded on the porch.
- Scott and his young cronies on the subway.
- Scott emerging from juvenile detention.
- Scott's heart to heart talk with Dee on the bridge.
(CONTINUED)
117.
CONTINUED: (2)
- Dee rolling out of the car and coming up firing.
- Scott and Twyla making love after Dee's death.
- Scott, Foxx and Santos applauding in the background at

the opening of their community rec center.
- Carla and Scott sharing an intimate laugh.
- Scott carrying Jahmel into the clinic.
- Scott holding on to a dying Carla.
- Scott, Foxx and Kylo bringing the gunsmoke to The Lion's

Den.
- Scott getting busted in front of Mornigside Projects.
- At the prison Mumia leans in close and says "The killing's

got to stop someday".
- Katherine takes a happy group photo at the graduation.
- Scott's father's brains slide down the wall.
Scott screams and pulls the trigger. He fires off the entire
clip at close range. The SOUND stays in the air. When the
smoke clears -
SCOTT
(calmly)
Look at me.
CLOSE -
Whimpering and surprised to still be alive Nickedemus opens

one eye. Scott places the gun next to his head and pulls the
trigger. <CLICK!> The chamber is empty. His victim
flinches.
SCOTT
Bang!
He places the gun between the eyes and pulls the trigger
again. <CLICK!>
SCOTT (CONT'D)
Bang!
He puts the gun under Nickedemus' chin and pulls the trigger
a third time. <CLICK!>
(CONTINUED)
118.
CONTINUED:
SCOTT (CONT'D)
Bang! You are dead. And you will
stay dead. I will never see you
again because you are dead to me.
Stay dead. Forever.
His words have impacted. Nickedemus "gets it". Scott slowly

rises and tosses the gun aside. He looks back at the sobbing
mess that once was his most bitter enemy. He turns and looks
into the startled face of Katherine Graham. She had followed
him out and saw and heard everything. An uneasy moment
between them. Then -
SCOTT (CONT'D)
Let's go.
He starts off down the alley. She follows him out.
CUT TO:
INT. CAR - NIGHT - MOVING
Katherine is behind the wheel. Neither speaks.
KATHERINE
Where to?
SCOTT
The beach ---- please.
THE BEACH - NIGHT
Katherine and Scott sit on the hood of her car watching the
moonlight on the waves. Finally he speaks.
SCOTT
That man back there was directly
responsible for some terrible
things in my life. I'm talking
about death to people who were very
close to me. I swore that when I
saw him again I was going to kill
him. (beat) I guess --- I don't
know. I could've pulled the trigger
but ---
KATHERINE
But you didn't.
SCOTT
I'm sorry things had to turn out
like this, Katherine. I really am.
(MORE)
(CONTINUED)
119.
CONTINUED:
SCOTT (CONT'D)
It was such a great day. And ---
Look, I need to hang by myself for
a minute. Sort it all out. I'll
get back into town.
KATHERINE
You sure?
SCOTT
Yeah.
She gets into the car.
SCOTT (CONT'D)
I'd like to see you again,
Katherine. But --- I understand if
my past is a little too heavy to
handle.
She gives him a long, thoughtful look.
KATHERINE
I'll call you, Scott. I will.
Scott watches as she drives away. Who knows? Maybe she

will. He starts to walk along the beach. The full moon is
high and bright on the water.
DISSOLVE TO:
EXT. STREET - LATER
It's late. Sunrise is not too far off. Scott has put in a
lot of miles and a lot of thought. Tired, he steps aboard
the light rail leading back into the city.
INT. LIGHT RAIL CAR -
Scott settles in. After a while he becomes aware of the only

other person riding in the car with him. Scott attention
drifts out of the window. Suddenly he notices the other
PASSENGER standing in the aisle next to him. The white guy -
now vaguely familiar - leans in.
PASSENGER
I've got a poem I want you to check
out. It's Langston Hughes (Beat)
This time I'll make it a twenty.
The man holds out a twenty dollar bill. Slowly a smile

creeps across Scott's face.
FADE OUT -
Chain of Title

Chain of Title
Live 2 Tell is based on an original story and screenplay written by Tupac Shakur.
Shakur wrote this screenplay while incarcerated in Upstate New York. Documentation of this
event includes the rapper's own words, in the feature documentary, Tupac: Resurrection, and
the biography, Tupac Shakur Legacy, by U.S. writer, director, producer, poet, activist, and
educator Jamal Joseph (p.45).
NStar owns the Option to all motion picture and allied rights of every kind and character in
and to the original and revised screenplay written by Tupac Shakur, tentatively entitled “Live
2 Tell.” The Option Agreement includes “Representations, Warranties and Indemnification.”
and “Ownership” clauses.
In addition, we have obtained (below) verification from the U.S. Library of Congress of Afeni
Shakur having Copyright registration of the original and revised screenplays.
Even with the above statement, information to establish the Chain of Title has been
requested from Afeni Shakur’s attorneys. Once NStar receives the information, it will be
reviewed and verified by our General Counsel.

Production Budget
& Schedule
Schedule/Timing of Production?
• We are projecting pre‐production beginning mid January 2013 and
shooting beginning March 11 for 7 weeks.
• We are projecting 20 weeks for post production.

Production Budget & Schedule
A detailed production schedule has already been completed. The production

budget for Live 2 Tell follows.

LIVE 2 TELL
PRODUCTION BUDGET
Prep: 8 Weeks
Rehearsal: 1 Week Director:
Shoot Days: 35 Producers: Preston Holmes, Dwight Williams
Post Weeks: 20 Unions: WGA, SAG, DGA Lobud 4c, IATSE Lobud Level 3, Local 600, Teamsters
Locations: Detroit, MI Budget Date: 032812
35mm
Acct# Category Description Page Total

11-00 STORY & OTHER RIGHTS 1 669,874
12-00 PRODUCERS UNIT 1 1,402,600
13-00 DIRECTION 2 257,404
14-00 CAST 3 819,755
15-00 CAST TRAVEL & LIVING 7 120,566
19-99 Total Fringes 374,886
TOTAL ABOVE-THE-LINE 3,645,085
20-00 EXTRAS & CROWDS 9 241,575

21-00 PRODUCTION STAFF 13 490,237
22-00 ART DIRECTION 15 144,285
23-00 SET CONSTRUCTION 16 210,288
24-00 SET OPERATIONS 20 301,301
25-00 SPECIAL EFFECTS 22 86,579
26-00 SET DRESSING 23 283,354
27-00 PROPERTY 26 113,199
28-00 PICTURE VEHICLES / ANIMALS 27 6,753
29-00 WARDROBE 27 298,971
30-00 MAKEUP & HAIR 29 170,176
32-00 LIGHTING 30 290,633
33-00 CAMERA 31 534,134
34-00 PRODUCTION SOUND 33 130,663
35-00 TRANSPORTATION 34 837,727
36-00 LOCATION 38 954,276
38-00 PRODUCTION FILM & LAB 50 56,000
40-00 TESTS 50 10,500
44-99 Total Fringes 1,041,122
TOTAL PRODUCTION 6,201,773
45-00 EDITORIAL 51 341,375

46-00 MUSIC 52 325,000
47-00 POST PRODUCTION SOUND 52 189,340
48-00 POST-FILM/VIDEO 52 128,235
49-00 TITLES 53 15,000
50-00 SPECIAL PHOTO EFFECTS 53 15,000
TOTAL POST PRODUCTION 1,113,721
65-00 PUBLICITY 54 13,250

66-00 LEGAL & ACCOUNTING 54 79,850
67-00 INSURANCE 54 2,000
68-00 PRODUCTION OFFICE 55 80,083
TOTAL OTHER 182,503
Insurance : 1.2% 133,717

Completion Bond : 2.5% 278,577
The Entertainment
NStar EntertainmentPartners Services Group, EP Budgeting As of: 10/22/12
Acct# Category Description Page Total
CONTINGENCY : 10.0% 1,114,308
Total Above-The-Line 3,645,085
Total Below-The-Line 7,497,997
Total Above and Below-The-Line 11,143,082
Grand Total 12,669,684

Proposed Shooting
Location
Shooting Location and Production Tax Incentive

• We have assessed three potential shooting locations; all have some
beneficial tax incentives (credits): New York, Detroit and Atlanta.
• New York because that's where Tupac sets the story.
• Detroit because it has a 27%‐32% tax incentive.
• Atlanta because it has a 25% tax incentive, plus a wealth of local
resources – equipment, vendors, experienced crew and talent.
• Producers have selected Detroit, MI because of the 27%‐32% tax
incentive and because of its visually‐creative fit as a viable alternative
for the look‐and‐feel of the city where the story is based, as
envisioned by Tupac.

Proposed Shooting Location
Detroit ✪ ✪
New York City
Atlanta ✪
POTENTIAL LOCATIONS UNDER CONSIDERATION FOR “LIVE 2 TELL”
New York City, NY

Pros:
• 2nd most extensive pool of acting talent in America lives in this city.
• Extremely strong pool of experienced film crews live in the NYC area.
• Major locations required for the film are in this city or vicinity.
• State and City has strong Tax Incentive Plan available for film productions.
• Extensive network of local film vendors that can provide equipment & supplies.
• Extremely large pool of talented background actors live in this city.
• Extensive network of small, medium and large stages available for filming.
• Well established, highly professional, film commissions available to assist film productions.
Cons:
• Recent surge in filming activity in NYC has driven up demand for the most experienced crews. This has
created an “artificial wage increase,” making it difficult to hire the most capable crew members to

work on lower budgeted productions which pay reduced wages.
• Some of the NYC crafts unions are difficult to deal with on low budget productions. Their work rules
create conditions that make it extremely challenging to cost effectively produce low budget films under
their labor agreements.
• Recent surge in filming activity in NYC has driven up costs of location site rentals.
• Recent surge in filming activity in NYC has driven up prices for film supplies & equipment.
• Frequent filming in NYC has jaded most of the residents. This has resulted in creating conditions that
make it very expensive to shoot in many desirable areas of the city due to constant use by film
companies.
• Because NYC is a year round, world class, tourist destination, the costs of facilities, supplies,
accommodations, vehicles, transportation, etc., are inflated due to this constant demand from tourists.
This demand keeps prices higher than in similar cities. Thus operating in New York costs more and it is
harder to negotiate reduced rates.
• Extensive filming in NYC has set precedents where many municipal services are not offered for free as
they are in cities with less frequent filming experiences.
• Extensive filming in NYC has created precedents where hiring non‐speaking actors, (i.e., Extras) are
bound by extensive union work rules, which often are very costly for low budget film productions,
attempting to stretch their dollars.
• Frequent filming over the years in NYC has removed the novelty of filmmaking and replaced it with a
mercenary attitude in most interactions with the public. This results in many activities, supplies and
services costing the film company money that would normally be provided for free or at reduced rates
in communities which have less filmmaking activity.
• Weather is severe during winter months and makes filming problematic.
Detroit, Michigan
Pros:
• Film crew base lives mainly in the Detroit area.
• Major locations required for the film are in this city or in vicinity.
• State has a 25% to 32% Tax Incentives Program available for qualified film productions.
• Detroit has a network of local film vendors that can provide equipment & supplies.
• Some small and medium stages are available for filming in the Detroit area.
• State & local film commissions available to assist film productions.
• Costs of filming not inflated as this city has much less film work than NYC.
• Lack of frequent feature filming usually results in film friendly communities that welcome the jobs
films bring, are curious about the filming process and don’t attempt to gouge the production as
happens in
• cities, such as NYC where filmmaking is frequent and many citizens and vendors have turned
mercenary.
• Local crews are more appreciative of the jobs and are more flexible about work rules, rates and
conditions.
• All background actors are non union in Detroit and therefore much cheaper to employ.
• Detroit is not a year‐round world class tourist destination like NYC, therefore, the costs of facilities,
supplies, accommodations, vehicles, transportation, etc., are not inflated year‐round due to the

constant demand from tourists. This lack of demand keeps prices lower and allows the production to
negotiate favorable deals with vendors during slow periods of the year.
• Location site rentals are normally cheaper than cities with frequent filming.
Cons:
• Most principal and supporting cast members will need to be flown in, with housing and per diem
expenses paid during their stay.
• Strong possibility that some key film crew department heads may be flown in, with housing and per
diem expenses paid during their stay.
• Weather is severe during winter months and makes filming problematic.
• Specialized filmmaking equipment may need to be imported.
Atlanta, Georgia
Pros
• 5,440 film crew members state wide.
• State and City has a strong Tax Incentives Plan available for film productions.
• Atlanta has an extensive network of local film vendors that can provide equipment & supplies.
• Some small, medium and large stages are available for filming in Atlanta area.
• State & local film commissions available to assist film productions.
• Cost of filming is not as inflated as NYC.
• Lack of frequent feature filming usually results in film friendly communities that welcome the jobs films
bring, are curious about the filming process and don’t attempt to gouge the production as happens in
cities such as NYC where filmmaking is frequent and many citizens and vendors have turned
mercenary.
• Georgia is a “right to work state” so this permits hiring of union crew members and non union crew
members on the same crew. There is no financial saving, as we must still pay the full union payroll
agreements, but this does allow for more diverse crew hiring than states restricted to only union
members in good standing.
• Atlanta has a broad and diverse community of African American filmmakers.
• Local crews are more appreciative of the jobs and are more flexible about work rules, rates and
conditions.
• All background actors are non union in Atlanta and therefore much cheaper to employ.
• Atlanta is not a year round, world class, tourist destination like NYC. Therefore, the cost of facilities,
supplies, accommodations, vehicles, transportation, etc., is not inflated due to this constant demand
from tourists. This lack of demand keeps prices lower and allows the production to negotiate favorable
deals with vendors during slow periods of the year.
• Location site rentals are normally cheaper than cities with frequent filming.
• Atlanta has recently had very successful relationships with African American Film Producers from Tyler
Perry’s company. This recent success has positioned the city and the government to be especially
supportive of another group of African American Producers looking to set up filming in their town.
• The Tupac Shakur Memorial & Garden is located in Atlanta Georgia. His mother, Afeni Shakur lives in
Atlanta. If we film in Atlanta, this will multiply the possibilities to cross connect and cross market the
Live 2 Tell film in numerous publicity situations with The Tupac Memorial and Afeni Shakur.
Cons:
• Most principal and some supporting cast members may need to be flown in, with housing and per diem

expenses paid during their stay.
• Strong possibility that some key film crew department heads may be flown in, with housing and per
diem expenses paid during their stay.
• Some of the locations described in the script, (i.e. high rise housing projects) do not exist in Atlanta in
the style as described in the screenplay. The script will need some adjustments to accommodate what
does exist in Atlanta.

Tax Incentive Plan

Tax Incentive Plan
We believe that any financial gains from tax incentives for shooting Live 2 Tell in
another state or city will be outweighed by the net costs associated with
shooting Live 2 Tell outside of New York City, NY.
PRODUCTION INCENTIVES JURISDICTION COMPARISON

Georgia Michigan New York
Michigan film
Type of Incentive: Transferable tax Refundable film production
production assistance
credit (one transfer credit (if the credit is ≥
program (refer to
to one or more $1,000,000, but <
footnote)
transferees, 5‐year $5,000,000, it is payable in
carry forward) equal amounts over 2 years;
if the credit is ≥ $5 million,
the refund is payable over 3
years from the date it can be
claimed; Pool 2 funds cannot
be claimed until the later of
completion or the year
following the "allocation
year"); refundable post‐
production tax credit
(payable over 2 years); there
is also an investment tax
credit for qualified film
production facilities
The parameters and
Maximum Benefit: 20% of the "base 30% of qualifying production
processes for the film
investment" in the local spend (facility,
state, plus 10% if location, and post‐
program have yet to be
the qualified production costs); 10% of
defined
production the qualifying post‐
activities include a production spend (if 30%
"qualified Georgia credit not claimed); 4% to
promotion" 5% of the eligible
investment credit base

$25,000,000 funding for
Compensation and $500,000 cap per $420,000,000 a year through
the fiscal year beginning
Project Caps/ Funding salaried employee the 2014 calendar year, with
October 1, 2011; the
Per Year: paid by W‐2; no up to $7,000,000 a year of
parameters and
salary cap if that amount allocated to the
production post‐production credit
company pays an
individual subject
defined
to 1099 reporting
(e.g., personal
services contract,
loan‐out company
payments)
The parameters and
Project Criteria: Minimum local Two categories of eligible
spend = $500,000 productions: Level 1 and
Level 2
defined
Fee = $100 per

Application Submit initial Submit initial application at
registration and .5% of
Considerations: applications no least 10‐180 days prior to
each credit is deducted
sooner than 90 principal photography
as an application and
days before (response = meeting
redemption fee payable
production following application
to the "Michigan Film
commences submission to determine
Promotion Fund,"
(response = 3‐5 approval ‐ note meeting
reducing the benefit to
days) approximately 5‐7 days
31.5%, 26.5%, and
before principal
24.5% respectively for
photography); submit final
production and
application within 60 days of
personnel, 49.5% for
completing production
qualified job training,
and 24.5% for
infrastructure
investment; submit initial
application before
production commences;
application approval
required before
production can start
claiming Michigan
spend (approval
response = 4 ‐ 8 weeks)

Hotel Occupancy Tax Hotel Occupancy Tax
Relief: Relief Available
Sales Tax Relief for Sales & Use Tax Sales & Use Tax Relief for
Productions: Relief for Productions Available
Productions
For details, refer to the New
Available
York State Department of
For details, refer to Taxation and Finance.
Georgia Sales &
Use Tax Exemption
Rules.
Qualified Production Expenditures Equipment/Supplies

POSSIBLE (contact Film
In‐State Vendors: YES YES
Office, qualified
production costs yet to
be defined)

Out‐of‐State Vendors: NO (confirm with YES
Office, qualified
local Film Office)
be defined)

Fringes Paid for YES YES (see qualified
Office, qualified
Qualified Payroll: expenditures listing for more
details ‐‐ contact local Film
be defined)
Office)

Taxes Paid for YES YES (see qualified
Office, qualified
Qualified Payroll: expenditures listing for more
details ‐‐ contact local Film
be defined)
Office)

Qualified Compensation Expenditures Above‐the‐Line

POSSIBLE (see Loan‐Out
Residents: YES NO
Company Considerations
above; withholding
requirements must be
met for payments to
qualify; contact Film
Office, qualified payroll
costs yet to be defined)

Non‐Residents: YES NO
above; withholding
met for payments to
Qualified Compensation Expenditures Below‐the‐Line

Residents: YES YES
above;withholding
met for payments to

Non‐Residents: YES YES
above;withholding
met for payments to

Additional Information
Fee = $100 per
Application Submit initial Submit initial application at
registration and .5% of
Information: applications least 10‐180 days prior to
each credit is deducted
no sooner principal photography
as an application and
than 90 days (response = meeting following
redemption fee payable to
before application submission to
the "Michigan Film
production determine approval ‐ note
Promotion Fund,"
commences meeting approximately 5‐7
reducing the benefit to
(response = 3‐ days before principal
31.5%, 26.5%, and
5 days) photography); submit final
24.5% respectively for
application within 60 days of
production and
completing production
personnel, 49.5% for
qualified job training,
and 24.5% for infrastructure
investment; submit initial
application before
production commences;
application approval
required before production
can start claiming Michigan
spend (approval response =
4 ‐ 8 weeks)

Market Analysis and Positioning
NStar Entertainment controls all distribution rights for Live 2 Tell. As of

today, all cable‐window rights are available for discussion. We (NStar)
have not made any post‐theatrical commitments for Live 2 Tell and we
are open to further discussions.

Market Analysis and Positioning
1. Market Analysis on Black Urban Action Films
Black urban action films have proven to be a profitable genre. Due to their reality‐based
plots, they tend to have less need for stunts and special effects than their mainstream
counterparts. And therefore can be made with a fraction of the budget, allowing for greater
returns.
For example, Boys n the Hood had an estimated of budget of $6 million but grossed over $57
million, while Menace II Society’s budget was an estimated $3.5 million and grossed nearly
$28 million. Another popular urban action film, New Jack City, had a budget of roughly $8.5
million and grossed over $47 million. Even a movie like Set It Off with its car chases and
crashes had a relatively low budget of $9 million and grossed over $36 million.
In fact only one of the thirteen urban action films MEE has worked on, failed to make a profit
in the box office.
2. Positioning Urban Action Films
When it comes to action films targeting the urban youth audience, they demand a reality‐
based script that is fast paced and has plenty of conflict and suspense. The addition of
male/female relationships that contain romance and sexuality is secondary but adds to the
appeal for urban youth.
The appeal is less dependent on the elaborate special effects or stunts of mainstream action
movies like the Mission Impossible series in order to be captivate the target audience..
Action movies for this audience equal reality‐based scenarios centered on intense conflicts,
guns, shootings and police conflicts. Music intertwined into the film is also critical with urban
action films. Successful urban action films that followed this formula include Menace II
Society, Boyz n the Hood, New Jack City and Set It Off.
Overall, for action films, conflict is king first and foremost. Next is talent, and not necessarily
big name stars, but rather actors that can create characters the audience can relate to and
credibly reflect that reality sentiment. Tyrin Turner and Larenz Tate from Menace II Society

are two examples of relatively unknown actors at the time that galvanized audiences with
their realism. If a big time star is used, then it must be a star that the audience can see in the
image of the role and isn’t stereotypically considered an actor of another genre.
3. Marketing Consideration for Advertising Components based on MEE’s Market Research

on Urban Comedies
Marketing Considerations (Titles)
Titles for movies targeting urban markets should relate to the plot of the movie and not be
misleading. Urban youth interpret titles literally; therefore simple and straightforward titles
help avoid multiple interpretations, many of which can be potentially confusing to the
audience.
The power of a simple title is reinforced when looking at the successful urban action films
mentioned earlier: Menace II Society, Boyz in the Hood, New Jack City and Set It Off. These
titles contained urban vernacular and when combined with the marketing materials gave the
potential viewers a clear idea of where the film was going. Of course it is also essential that
the movie pay off on the promise of the title. Failure to do so can trigger the word of mouth
dynamics in a negative way. Wry, ironic or ambiguous titles are potential pitfalls for this
sector.
Marketing Considerations (Posters)
When creating a poster for action films targeting urban audiences, the poster should be
simple and highlight the main characters in their element portraying the demeanor they
posses in the film. The tagline should be short and to the point and provide a glimpse of the
plot of the film. Examples of posters from successful action films are below:

Marketing Considerations (Trailer)
Trailers for urban action films should be fast‐paced clips, highlight the characters and contain
music that sets the tone of the film. The trailer must provide a good representation of the
plot using clips with relevant character dialogue, while showcasing some of the action in the
film (guns, conflict, male/female relationships, etc.).
Also with action film trailers, the last thing the audience hears and sees will leave a powerful
impression. Like the line, “The Hunt is On, and You’re the Pray” from Menace II Society when
Kane’s teacher is talking to him or the exchange between Frankie and Stonie in Set It Off
when they were counting money after a robbery, “’Is it ours?’ ‘Yes!’”
Marketing Considerations (Television Spots)
Television spots for action films should have the same formula as trailers, but with only 30 or
60 seconds to work with, it is important to have voiceover narration to present the film plot.
Narration is often the best way to outline the storyline for the viewer and can tie together
the quick edits of the clips.

Go‐To‐Market Strategy

Go‐To‐Market Strategy
OVERVIEW
Live 2 Tell is a unique property in the world of multicultural features. Different than the
unauthorized biopic about Tupac being produced by Morgan Creek, Live 2 Tell is the only
screenplay authored by the man himself. Written during his incarceration, Live 2 Tell,
reflects many of the traits that have gone on to characterize his legacy. It is prescient as to
his ultimate fate and, as a result, cements his status as a martyred prophet intertwined with
his virtuoso musical acclaim. These elements create a one‐of‐a‐kind opportunity to engage
all of the disparate elements of the Tupac legion.
To begin with, our initial research shows that his legion is comprised of:
1. Original Cohorts. These 30 to 45 year‐olds experienced Tupac’s career in person, are

still fans of his music and comprise a critical audience for this launch. They have a
special communal relationship and are often the ones that insist on holding true to the
original experience. This audience will be drawn to this film by their fandom for Tupac
and their curiosity to explore his creative abilities as a scriptwriter.
2. Youthful Devotees. These 15 to 25 year‐olds are the focal point of the launch strategy,
since they attend movies at the highest rates of any audience and will connect to the
film on multiple levels. This audience has been drawn to Tupac by the realness of the
messages in his music, view him in a prophetic light and embrace his authenticity as
both a rebel and a poet. It was members of this audience to whom Tupac referenced
with his quote, “I'm not saying I'm gonna change the world, but I guarantee that I will
spark the brain that will change the world.” This audience remains enormous fans of
his music and urban‐themed films.
3. Pure Music Fans. There is a rabid fan base that is fueled primarily by the music of
Tupac. It is the reason why he still ranks as one of the all‐time favorite rap artist, even
15 years after his death. This community will get a large, straightforward appeal to
the film through the 13 unreleased Tupac tracks that are available to be licensed and
linked to the launch strategy.
With such a broad‐based appeal, it is our plan to begin the marketing outreach well before
the traditional marketing of feature films usually begins.

THE STRATEGIC PLAN (TO FOLLOW THE OUTLINE OF DISTRIBUTION PLAN...)
While our full research into the execution of the plan has not been completed, the overall
strategic direction has been articulated. Within the context of the general considerations for
marketing urban‐themed titles, we have specific executions anticipated for this title.
Early‐Stage Viral Marketing

Having sampled the market demand for “all things Tupac,” we know that the anticipation for
a new creative project from his hand will be the perfect tool to stir the imagination and
passions of the Original Cohorts and Youthful Devotees. The Pure Music Fans will be added
in a more traditional timeframe. The first element of planning is to capture the process of
making the film. A “Behind‐the‐Scenes Making of Tupac’s Live 2 Tell” will be mapped and
filmed throughout the process. This is not just for the distribution of a special to be aired in a
traditional launch sequence, but also to create the elements to seed social networks and a
viral word‐of‐mouth campaign that is still being fully articulated.
The story arcs for the Original Cohorts will be a more linear reveal that is themed to tap into
the notion that finally Tupac’s screenplay has been protected, preserved and shepherded to
the big screen by those that knew him then like Preston Holmes (and who introduced him to
the film industry). With respect, authenticity and care…his voice will be heard again.
Elements will be delivered to all the locations and media preferences of those aging Gen X‐
ers that remember him in the first person. The reveals will tap into the evolving sense of
“Could it be true” to “It is true” to “I must see it.”
The younger Youthful Devotees are typically more aggressive and adventuresome in their
technology pursuits and habits. For this group, the earlier reveals will be more challenging to
find and ambiguous. However, with the Tupac association and the ability to tie reveals into
contest, the motivation to uncover “what it all means” will certainly engage these early
adopters in this pursuit. Again, a detailed reveal strategy will tap into their specific media‐
usage profiles.
Traditional Rollout
Once the project gets to the pre‐launch phase a traditional rollout is anticipated. Here, the
three sub‐groups will continue to get customized attention. A central web repository will
capture the essence of the Live 2 Tell experience. His legacy, prophecy and music will all be
present, with direct appeals to the story taking center stage.
The individual fan segments will have elements of the Live 2 Tell experience published to all
relevant components of their unique media landscape. This will be segmented by awareness‐

building elements, information components, engagement platforms and finally, conversion
strategies. Each will be invited through a micro‐site that speaks to their unique POV as it
relates to Tupac and this movie. The large, core experience will speak to everyone.
Tupac’s music will be essential to this effort, including a number of unreleased tracks that will
be brought to market in conjunction with Live 2 Tell. Tupac‐inspired merchandise, contests
and concerts will engage the audience in the Live 2 Tell experience by allowing them to
express their own creativity and connect to artists that were close to Tupac and still resonate
today.
The “Making of Tupac Special” will be offered to the broadcast community at this point with
the potential of bringing category sponsors to the market as well. Regarding the sponsorship
component, a separate plan is anticipated to reintroduce Tupac to the broader corporate
community. This plan could include radio and television advertising, along with a PR tour
with cast members. It is critical that the corporate community contextualize Tupac’s
importance to the urban community (marketplace) in order to understand the impact an
association with this movie might be able to supply to their goods, services and products.
The audience for this film is important, not just for its voracious consumption of popular
culture, but also its trendsetting ability to catapult products to general‐market adoption.
Thus, an authentic and engaging affiliation with such an iconic figure’s story could prove very
useful to corporate sponsors.
SUMMARY
The essential strategy for bringing Live 2 Tell to market is the execution of our research‐
informed core beliefs. We understand the audience better than anyone else. We will bring
them a story packaged to reflect how they see themselves in the world and bring it to them
through the media channels they prefer. This respect for the market has been proven
successful countless times by the NStar Team. The marketplace has evolved to the place
where consumers can make these demands and those who embrace this dynamic will
increase their odds of success significantly.

Outline of Distribution and
Release Strategy
including P&A Estimation

Outline of Distribution and Release Strategy
including P&A Estimation
Exhibitors/Theatrical Distribution Strategy
After studying the theatrical distribution of a large number of films with urban/African
American themes, the Company has concluded that it will gain the optimum financial return
by targeting its initial releases to the Top 10 urban markets with the largest African American
audiences. On average, 35%‐45% of NStar’s theatrical distribution revenues will be achieved
from the initial ten target markets:
If warranted, distribution will be expanded to cover carefully selected theaters in the Top 25
metropolitan areas and the South (where more than 54% of African Americans still live).
Sixty five to seventy percent of the company’s theatrical revenues are earned when carefully
selected theaters in expansion markets are added.
NStar’s distribution strategies will be managed day‐to‐day by CEO Ivan Juzang with
guidance and consultation from Russell Schwartz and Robert Raleigh, both who are
extremely successful and highly‐regarded executives in the field of film and TV distribution
and marketing. As the former President of Domestic Marketing for New Line Cinema,
Focus Features and an executive with other highly successful Hollywood film studios,
Russell Schwartz is well‐known to the theater chains across the country that serve
urban/African American moviegoers. The consummate professional, he has long‐standing
relationships with the key exhibitors that NStar will target for its releases and with the top
distribution organizations in the business—those that consistently deliver for their clients.

P&A Estimation
# of Limited Release Markets for P&A Top 50 Urban Markets
Prints (2,000 Prints for a Total of 2,000 Screens for Top 50 Markets) $3,750,000
Other Releasing Costs (Renting Distribution Company) Markets) $1,000,000
Domestic Advertising
Basic $5,000,000
Support Media $6,500,000
Total Domestic Advertising $11,500,000
Additional Website/Social Media/Texting Expenses $ 500,000
TOTAL P&A ESTIMATION $16,750,000

Director Options
Is there an attached Director?

• Ernest Dickerson directed Juice, Tupac's most iconic film.

Director Options
Ernest R. Dickerson
http://www.imdb.com/name/nm0225416/
Filmography:
The Walking Dead – (TV Series) – 2010‐2011
Treme – (TV Series) – 2010‐2011
Last Man Standing – 2011
The Cape – 2011
Dexter – (TV Series) – 2008‐2010
SGU Stargate Universe – (TV Series) – 2009
Juice – 1992
Bio:
Ernest R. Dickerson attended Howard University, where he majored in
architecture and photography. In the latter capacity, Dickerson filmed student
operations for Howard's medical school. He went on to New York University,
where he manned the cameras for fellow student Spike Lee's first directorial
project, Joe's Bed‐Stuy Barbershop: We Cut Heads. He matriculated to
professional director of photography for the 1984 John Sayles feature Brother
From Another Planet. Two years later, he renewed his association with Spike
Lee, photographing such efforts as She's Gotta Have It (1986), School Daze
(1988), Do the Right Thing (1989), Mo' Better Blues (1990), Jungle Fever (1991),
and Malcolm X (1992). He also added a welcome dash of cinematic know‐how to "monologue"
films like Robert Townsend's Eddie Murphy Raw and Eric Bogosian's Sex, Drugs, Rock & Roll.
Dickerson made his directorial debut with Juice (1992), a Lee‐like dissection of a black street gang.
Ernest Dickerson has since directed several episodes of the 1992 TV revival of The Untouchables
(1993), as well as the feature‐length Surviving the Game (1994), and Tales From the Crypt
Presents: Demon Knights (1995). ~ Hal Erickson, Rovi
(Bio from: Fandango.com

Link: http://www.fandango.com/ernestr.dickerson/biography/p87756)

Proposed Cast
(Pending Testing Research by MEE)
Is there attached talent/cast?

• NStar is focused on securing top talent for the principal role/main
character of “Scott.” Based on a number of focus groups with urban
youth, Scott was the “most liked” and “relatable” character.
• There are a number of terrific actors who could play Scott (i.e.,
Michael Ealy, Columbus Short or Nate Parker)
• To increase the film’s international box office numbers, NStar is
pursuing talent with proven global appeal and recognition for several
of the other key roles.
• For the role of “Dr. Katherine,” for example, NStar will seek actresses
Halle Berry and Thandie Newton.
• Pursuing actors such as Idris Elba or Chewitel Ejiofor to play the
mentor role as the character “Dee” will also expand Live2Tell’s
international appeal.
• Casting name actors such as Tyrese Gibson or Ice Cube as “Dee,”
would broaden the film’s appeal to the hip-hop generation, one of our
primary target audiences.

Proposed Cast
Proposed Cast: “Scott”
Nate Parker Michael Ealy Columbus Short T.I.
IMDB IMDB IMDB IMDB
Chris Brown
IMDB
Proposed Cast: “Cheryl”

Thandi Newton Tasha Smith Viola Davis Elise Neal
IMDB IMDB IMDB IMDB

Proposed Cast
Proposed Cast: “Jahmel”
Omar Epps Wood Harris Common Mos Def
IMDB IMDB IMDB IMDB
Proposed Cast: “Carla”

Rihanna Taraji P. Henson Keke Palmer Meagan Good
IMDB IMDB IMDB IMDB
Janelle Monae Alicia Keys
IMDB IMDB

Proposed Cast
Proposed Cast: “Dee”
Idris Elba Jeffrey Wright Ice Cube Tyrese Gibson
IMDB IMDB IMDB IMDB
Tyler Perry Ice T Chewitel Ejiofor
IMDB IMDB IMDB

Proposed Cast
Proposed Cast: “Dr. Katherine”
Halle Berry Jada Pinkett Thandi Newton Carmen Ejogo
IMDB IMDB IMDB IMDB
Alicia Keys
IMDB

Tupac Play Live To Tell About It

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TUPAC: LIVE TO TELL

A Film Written By Tupac Shakur

Afeni Shakur has said to

From the Producers of

For more information, please contact: Ivan J. Juzang, CEO

c/o MEE Productions Inc.

NStar Entertainment As of: 10/22/12

1. Define the Audience’s Worldview. The urban millennial point of view is

NStar Entertainment As of: 10/22/12

NStar Life provides Insights and Access to Urban America.

NStar Entertainment As of: 10/22/12

NStar Entertainment As of: 10/22/12

NStar Entertainment As of: 10/22/12

Is the script final?

NStar Entertainment As of: 10/22/12

Screenplay Consultant Peter J. Allen - Final Draft: January 30, 2004

INT. TWO STORY ROW HOUSE - DAY

Grainy, black and white dreamtime footage -

A young, black male - sixteen - runs frantically through a

The man stumbles over a pair of curling dumbbells. Scott

THE FRONT PORCH -

INT. SCOTT'S WEST HOLLYWOOD APARTMENT - NIGHT

The present day Scott Solomon, about to hit thirty, awakens

Still groggy, Scott's eyes focus on the invitation on the

INSERT - GRADUATION INVITATION

An invitation to the University of California Los Angeles

"P.S. Scott, please come see me graduate. It would mean the

Still hanging on to the invitation, he walks through a

Scott places the invitation beside the recorder. He grabs a

Scott turns on the recorder. He hesitates for several

Slowly he begins to speak the pictures that are still vivid

EXT. BALTIMORE - SUBURBAN HOUSE - EVENING

ON SCREEN TITLE: TWENTY YEARS AGO

A perfect Autumn evening. The perfect little house on the

INT. BEDROOM - EVENING

CHARLES SOLOMON, Scott's father, is a heavyset man in his

He brought a house he couldn't

Charles' anger boils over.

Cheryl's defiant expression hardens. A long silence.

CHARLES SOLOMON (CONT'D)

Crushed, Charles sinks down on the bed.

He looks hard at her. The fuse is lit.

She turns to leave. He intercepts her.

In the silence that follows a VAN can be heard pulling up

Charles smacks the taste out of Cheryl's mouth. She recovers

Charles flops back on the bed, defeated. He begins to cry.

JERRY - strapping, muscle man, thirties - steps out of the

Jerry fishes out a one dollar bill and hands it over. He

INT. BEDROOM - NIGHT

Charles opens the nightstand and extracts a box of knick-

INT. SCOTT'S BEDROOM - NIGHT

The walls are decorated with posters of Doctor J., Spi-

INT. HALLWAY - NIGHT

Scott watches helplessly as his father places the gun into

Jerry and Cheryl run in. She screams hysterically. He dials

SCOTT (V.O.) (CONT'D)

INT. VAN - MOVING

Scott sits in the back seat clutching one of his father's

EXT. UPTOWN, HARLEM N.Y.C. - DAY - ESTABLISHING