THE INSIDER

                         LOWELL (CONT'D)
                   (to Debbie; finally)
               I want you to get legal onto CORPORATE
               CONFIDENTIALITY AGREEMENTS.  Boundaries
               of their constraint.  Kentucky state law
               about.  I want you to drop everything.

                         DEBBIE DELUCA
                   (cuts in)
               Okay.

     Hewitt stops to buy a newspaper.  He doesn't have change,
     Debbie does.

     EXT. 55TH STREET (WESTBOUND), NEW YORK - DAY

     And Mike, Lowell and Don bang into Michael's restaurant.  We
     SEE them through the glass, being greeted, people shaking
     their hands, escorted by the maitre d' to their table as...

     INT. THE BROWN & WILLIAMSON BUILDING, MAIN LOBBY,
     LOUISVILLE - DAY

     Meanwhile, it's static.  Still, frozen.  Jeffrey sits in the
     RECEPTION AREA of The Brown & Williamson Tobacco Company
     headquarters.  Complimentary cigarettes are arranged on
     tables.  A dark quiet.  The hush of big business.  Standing
     in the background by a wall next to the banks of elevators,
     is an ever-present Man, another one, with an earphone and
     lapel microphone...

                         UNIFORMED SECURITY
                   (to Wigand)
               Mr. Wigand, you can go up now...

     He gets up, crossing to an elevator.

     INT. THOMAS SANDEFUR'S OFFICE, BROWN & WILLIAMSON - DAY

                         THOMAS SANDEFUR
                   (re:  his distraction)
               Sorry.  I'm accepting an award from the
               Retinitis Pigmentosa Foundation.  It's
               going to kill the rest of my day.

     THOMAS SANDEFUR is absorbed in spreadsheets of regional sales
     figures.  Dark pouches are under his eyes.  He doesn't look
     up.  He doesn't look healthy.  We're in a luxurious office
     with a view of Louisville.  Jeffrey is waiting in a chair.
     Sandefur is Brown & Williamson's CEO.  Two LAWYERS, their
     briefcases, like weapons, close at hand, sit on a couch.
     Their jackets are off.  They wear expensive shirts.

                         THOMAS SANDEFUR (cont'd)
                   (finishing; looking up at
                    Jeffrey)
               So.  You had a chance to play golf?

     Surprisingly affable, Sandefur prides himself on his
     salesman's sunny manners.  He has a mellifluous Georgia
     accent...

                         THOMAS SANDEFUR (CONT'D)
                   (to the Lawyers)
               Jeff's a premiere golfer...  What are
               you, a two handicap?

                         WIGAND
                   (precise)
               Seven...

                         THOMAS SANDEFUR
                   (to lawyer)
               And, he gets out there and he has five
               strokes on us.  He has more concentration
               than anybody I've ever met.  It's spooky
               how he can concentrate.

                         WIGAND
               I'd rather play than talk about it.
                   (beat)
               What did you want to see me about?  I
               don't like being back here.

     Sandefur smiles, used to him.

                         THOMAS SANDEFUR
               Jeffrey says exactly what's on his mind.
               Most people consider what they're
               saying...social skills...  Jeffrey just
               charges right ahead.
                   (smiles, after a beat)
               Now, I know you understood the nature of
               the confidentiality portion of your
               severance agreement with Brown &
               Williamson, Jeff...

                         WIGAND
               Chapter and verse.

                         THOMAS SANDEFUR
                   (nods)
               Yeah, I know you do...
                   (beat)
               You know, I came up through sales.  One
               of the reasons I was a great salesman,
               was I never made a promise I couldn't
               keep.
                   (beat)
               I knew that if I ever broke my promise
               I'd suffer the consequence...

     And there's a warning behind it...

                         WIGAND
                   (contained)
               Is that a threat?

                         THOMAS SANDEFUR
               ...we worked together for, what was it,
               three years...?
               Now, the work we did here is
               confidential, not for public
               scrutiny...any more than are one's family
               matters...

                         WIGAND
                   (quietly)
               You threatening my family, now, too?

                         THOMAS SANDEFUR
               Now, don't be paranoid, Jeff.
                   (a beat)
               About the direction of research here, we
               may have had our differences of
               opinion...

                         WIGAND
               "Research..."
                   (smile + scorn)
               You declare, as a badge of honor, you
               don't even know what makes water boil...

                         THOMAS SANDEFUR
               That's why we hire scientists...

                         WIGAND
                   (interrupts, direct)
               Okay.
                   (a beat, honest)
               I don't believe you can maintain
               corporate integrity without
               confidentiality agreements.  I was paid
               well for my work.  The health and welfare
               benefits are good.  The severance package
               is fair.  I have no intention of
               violating my confidentiality agreement
               and disclosing that which I said I
               wouldn't.

                         THOMAS SANDEFUR
               I appreciate all that, Jeff.  But, upon
               reflection...we've decided to expand our
               zone of comfort with you.

     And there's a seriousness that weighs heavily on the room...

                         THOMAS SANDEFUR (CONT'D)
               So we've drafted a supplement to your
               agreement...it broadly defines and
               expands in more detail what is
               "confidential."  Nobody will be able to
               say, "Well, hell's bells, Margaret, I
               didn't know that was a secret..."
                   (beat)
               We're very serious about protecting our
               interests.
                   (a beat)
               We'd like you to sign it.

     And he's acutely aware of the threat behind it...

                         WIGAND
                   (a beat)
               And if I don't?

                         A LAWYER
                   (speaking for Sandefur)
               If we "arrive" at the conclusion you're
               acting in bad faith?  We would terminate,
               right now, payouts under your severance
               package.  You and your family's medical
               benefits.  And initiate litigation
               against you, Mr. Wigand.

                         WIGAND
               Dr. Wigand.

                         A LAWYER
                   (a beat)
               Dr. Wigand...after you've examined the
               document, you will see it is in your own
               best interest and you'll sign it.

     Jeffrey slowly turns to face the attorney.  And we see on his
     face the true nature of this man.

                         WIGAND
               So, what you are saying is:  it isn't
               enough that you fired me.  For no good
               reason!  Now you question my integrity?
               On top of the humiliation of being fired?
               You threaten me?!  You threaten my
               family?!
                   (beat)
               It never crossed my mind not to honor my
               agreement...
                   (turning, to Sandefur)
               But I will tell you, Mr. Sandefur, and
               Brown & Williamson, too...  Fuck me?
                   (a beat)
               Well, fuck you!!

     And with that he gets up, and leaves...  And it's quiet...

                         A LAWYER
               I'm not sure he got the message...

                         THOMAS SANDEFUR
                   (with total confidence)
               Oh, I think he did.

     EXT. A PHONE BOOTH, LOUISVILLE - DAY

     Wigand picks up the phone and dials.

     INT. THE NEW YORK RESTAURANT - DAY

     They've finished lunch.  Wallace and Hewitt are turned to
     talk to Sam Cohn and an older writer as suddenly Lowell's
     cell phone rings.

                         LOWELL
                   (answering)
               Yeah...

                         WIGAND'S VOICE (OVER)
               ...you fucked me!

                         LOWELL
               Who is this?

     EXT. A PHONE BOOTH, LOUISVILLE - DAY

                         WIGAND
                   (crazed)
               ...protect your sources...!  You screwed
               me!  You sold me out!

     INT. THE NEW YORK RESTAURANT - DAY

                         LOWELL
               What are you talking about?  Where are
               you?

     EXT. THE PHONE BOOTH, LOUISVILLE - DAY

                         WIGAND
               Fuck you, too!

     And he slams down the phone.

     INT. THE RESTAURANT, NEW YORK - DAY

     Lowell, holding the dead phone in his hand...

     EXT. A GOLF DRIVING RANGE, LOUISVILLE - NIGHT