David Proval

A masked avenger known as the Phantom goes up against a master criminal who is in pursuit of magic skulls which will grant him absolute power.

In the opening scene, we see an empty bar out in the middle of the desert. The bartender, Jim Doherty (Gary Oldman) starts narrating in voice over as he cleans up and looks through a photo album: "You ever seen a ghost? There's this guy. Comes in here. Every May 1st. Every May 1st, every December 1st. Like clock work. What's he want? Well, frankly, I ain't exactly sure. He had the strangest story to tell. He left this here and I keep it for him. How do I know he'll be back? What's that? A woman was involved? [trying on a ring] Hm, just fits. I was married once myself. Beautiful girl. By the way my name is Jim Doherty. I run this place. His name? Sure. His name is Jack Grimaldi. Hey, there he is now!" In a flashback to some time earlier, we see Jack Grimaldi (Gary Oldman) (they are one and the same person) driving down a road somewhere in New York City and wearing a neat looking suit. Jim Doherty tells us that "Jack was a romantic guy, big dreams. The problem was, there was always a little daylight between his dreams and his wallet. See, he was a working stiff, 56 grand a year and never made it past Sergeant. And, every day he looked at a little of this, (We see Jack responding to a grisly murder scene; he is a police detective with the NYPD) and then he looked at too much of that (We see Jack on a stakeout watching a guy having sex with two girls.) And all the time he was thinking, huh, I bet you know what he was thinking, dontcha? you'd a done just what he wound up doin' I'll bet. He walked around just like everybody, but inside, he wasn't like anybody." We see Jack come home to his wife and dancing with her in the back yard of their Brooklyn house until late in the night, as Doherty tells us she was his true love and he could've told her anything. We then flash forward to see Grimaldi trying to keep control of a car with blood all over his face, struggling with a woman who is trying to strangle him with her legs from the backseat. Donherty says "Hey wait a minute. I'm getting a little ahead of myself here." and stops the scene, asking the audience "Pretend you didn't see that. Now where was I?" We flash back to where we left off and we're told that Grimaldi's plan is working great, until the day "things started to go wrong." In the next scene, Jack is watching federal agents who are guarding a mobster, Nick Gazzara (Dennis Farina) set to testify against the mob the next day. Nick jokes with the agents telling stories about old jobs while eating dinner. Jack watches from the rooftop across the street until he's sure of the room. He then calls the mob and gives them the information, for which he's paid $65,000 in a drop box. We then see Jack blindfolded playing a guessing game with a teenage girl named Sheri (Juliette Lewis) Sheri tells him she dreamed he had a wife, and it was her. She tells him how happy she is to be with him. And Doherty tells us that "a man don't always do what's best for him, sometimes he does the worst." We see Jack on the couch making out with Sheri. Later, at a restaurant, Jack tells his fellow cops about his secret mistress Sheri and they love the details. They talk about a recent case involving a mobster informant named Frank Malacci, who they're not getting any useful information from, when another cop comes in telling them that Nick Gazzara "got popped" and they suspect a top Russian assassin and ex-KGB agent Mona Demarkov. The cop with the news speculates that without Gazzara, they'll have to get information from DeMarkov. Jack visualizes the scene, when he hears that DeMarkov also killed the agents. Jack Grimaldi meets with his mob connection and complains about the agents dying and how this makes him a cop killer, which wasn't part of the bribe deal. He tells Jack that Mona Demarkov has to be taken out (killed) and offers Jack the job. He concentrates on the money rather than worry anymore about cops possibly getting killed again. He arranges to pick up Mona (Lena Olin) from the police department, ostensibly to drive her to a safe house where the Feds are waiting for her. Jack checks them into a hotel and uncuffs her in the room. He lights her a cigarette and Mona asks him how he'd like to become a rich man. "Well, I've already got my health." he tells her, but listens anyway. She picks up her chair and moves it so she sits down touching his leg with hers. He quickly drops his gun for the sexual opportunity, which she encourages. She reaches for his gun before long, thinking him distracted, but finds he's moved it. The two of them are interrupted by Federal agents who have the room key and walk right in finding Mona and Jack on the floor. Mona starts laughing hysterically. He leaves her to the agents and then tips off the mob to her whereabouts, reminding Sal that the agents don't get hit. Jack goes home to see his wife, Natalie (Annabella Sciorra) She fixes him food and complains that it's too fancy. She pulls a gun on him and says "I don't know Jack, You tell me." before laughing, revealing she's joking. He asks her about the photos she takes, and she tells him she hopes to photograph weddings. He sneaks outside and we see that he keeps all of his "extra" money in a hole in the yard beneath a metal cover. Doherty's voice over tells us that Jack hears "a sucking sound" from the hole and all he can think about is feeding the hole, blocking out thoughts of the casualties it took to make the money. He has a dream that night about Natalie and Mona both holding guns on him. Jack visits with Sheri at her apartment, who dances in lingerie for him. He calls the station to check on homicides, hoping to hear that Mona was killed. Sheri asks "Is it hard yet baby?" and he replies "It ain't easy!" Jack is now at the police station, in the middle of a poker game. Sal (Michael Wincott), another corrupt mob-connected officer, calls him at the station and tells him to come outside. They talk to each other from separate benches and Sal tells him that Mona wasn't there, and his boss, Don Falcone, wants to see Jack tomorrow and Sal advise him that he "better have something for him." He tells him that Falcone thinks he's holding out, and he'll need an address or something. Jack heads to the restroom where his fellow officer, Martie (Will Patton) finds him. Martie is in a panic and he tells Jack that he had picked up Mona Demarkov to transport her for the feds, who suspected someone was working both sides, and Mona took his gun and ran. Martie is afraid that he'll lose his job. Jack pulls up Mona's file and finds a picture of her with mob boss Don Falcone (Roy Scheider) He steals a tape from the file, which tells him that Mona had an arrangement with an FBI agent, which left the agent mentally unstable culminating in his suicide. Jack goes home and checks on his money hole, not realizing that Natalie is watching him from the window. The next day, Jack is escorted to Don Falcone's place where he meets the mob boss face-to-face for the first time. Jack acts outraged accusing Falcone of breaking their deal, reminding him that he said no cops would be killed. Falcone reminds him that he was paid, and says "a life's a life." Jack offers Falcone the money for Mona back, but Falcone won't take it telling him "I don't want the money back. I want Mona Demarkov dead." He tells Jack he's to find her and kill her. Jack refuses by saying that he won't kill her. Falcone responds by telling Jack a story about Robert Lowell meeting Louis Lepke. Lowell, a conscientious objector, being in prison for not killing anyone, and Lepke being in prison for the opposite. When the moral of the story doesn't catch with Jack, Don Falcone reminds him that he can do all sorts of things to him and his family and will if he doesn't deliver. He reminds Jack: "You see, you don't make the deals, Jack. I make the deals, and you're in until I say otherwise." Jack gets back to his life and starts telling himself, "Stay alive, 65 grand, feed the hole." His fellow cops in their regular restaurant, notice he's flustered. He gets a phone call from Mona, who knows he's supposed to kill her by Wednesday. She tells him she's at the hotel, "our room." He meets her there and she asks what Falcone offered him and he tells her $65,000. Mona offers him $325,000 to tell Falcone that he killed her. She tells him they'll find a body and the autopsy will confirm it's her. She shows him a case holding half the amount and promises the other half when he has a death certificate. Jack visits Sheri and she tells him she's leaving, because she doesn't fool around with married men. He tries to convince her to stay. He talks to Natalie next who wants to know why things have gotten worse for them instead of better. Natalie tells him that money is the only thing that lasts, but he acts like he doesn't know what she's talking about. She then asks if he's screwing her sister "or just my niece." She tells him "I don't know what you're doing Jack, but don't bring it back here." A day or two later, the mobsters and cops all show up for Nick Gazzara's funeral, and Falcone takes the opportunity to talk to Jack in private. Falcone orders some of his thugs to rough Jack up and to chop one of his toes off for not killing Mona. Jack protests that it isn't Wednesday, but Falcone doesn't care. With his left foot bandaged, Jack runs home afterwards and gives Natalie the bribe money from the yard, telling her what he'd been doing about being a mob informant, and to go to the Holiday Diner in Phoenix, Arizona and check for him there every six months, May 1st and December 1st. He asks her "Will you be there?" and she says "We're married, aren't we?" He says "That's no answer." and apologizes telling her that he loves her and can't live without her, begging her not to leave him. She tells him she did something at home, to let him know, and it's in the top drawer of the bureau. Jack says "I'll do anything." and Doherty narrates "Do what exactly? Can I tell you what makes love so frightening? It's that you don't own it, it owns you." Jack then drops Sheri off at the subway station telling her also to leave the city, and she begs him to "Say it." He tells her "It's over." and Sheri adds "and you're sorry right, you're so fucking sorry." Jack sits in his car starts writing an apology letter to Natalie, sobbing as he writes. Afterwards we see he's having trouble walking, due to his missing toe. He falls asleep at the waterfront and Mona shows up to meet him in a car. She shows him the last half of the money, and gives her a death certificate and fake ID, telling her she died of a shot to the chest. He asks Mona if she's ever been in love, she doesn't answer but instead wraps a cord around his neck and tries to strangle him. He struggles and gets out of the car and shoots Mona in her left leg. When she still struggles he knocks her out and puts her in the backseat of the car and drives off. We see that she wakes quickly, and reaches her calves up around his neck while he's driving, locking her feet together to choke him. He loses control of the car and hits a post, getting knocked out against the steering wheel. Mona squirms her way out of the car taking her papers in her teeth and running while still handcuffed. Jack Grimaldi checks his house and finds the mobsters have gone through it. He finds a photo album in the top drawer of the bureau and takes it determined not to return there or anywhere familiar. Jack starts watching Sal and finds that he's been meeting with Mona. He hears shots from the apartment where they're meeting and runs to check it out. Thinking he sees Mona moving at the window he shoots her several times, and approaches her to find that he just shot Sheri, who was dressed up in clothes and a wig to look like Mona from behind, as well as tied and gagged to the spot where she was standing. Jack runs off to find Mona, but she returns to the apartment when he leaves. She unties Sheri's corpse and pulls her own severed arm from her handbag, then cuts off Sheri's and replaces it with her own before lighting the place on fire. The next morning Jack reads from a newspaper that Mona was found dead in the fire, just before some thugs find him. They catch him and knock him out while we see Mona outfitting herself with a prosthetic arm. We then see that Jack is cuffed to a bed in the same room and Mona points a gun at him, the scene matching the bad dream he'd had earlier. Mona talks him out for a ride and reveals she has someone in the trunk. She opens it and he sees she has Falcone gagged and tied there. She tells him to dig a grave for Falcone. When he protests, Mona points a pistol at Jack and tells him "dig one grave or two." She pushes Falcone into the hole and has Jack fill it in at gunpoint. When he's buried she fires into the ground and tells Jack that he's a free man. We see shortly afterwards, Mona and Jack at a dance, having a great time. Doherty narrates: "You ever wonder what Hell is like? Maybe it ain't the place you think. fire and brimstone? the Devil with horns poking you in the butt with a pitchfork? What's hell? The time you should have walked, but you didn't. That's hell. Huh, you're looking at it." Mona and Jack are next in a hotel room. Jack counts some money in a suitcase and says "good bye." Mona asks him for "one last dance." before dropping her pants to the floor. "Why not." Jack Grimaldi says. In moments the door opens and the cops show up to arrest Jack Grimaldi. In the back of the squad car, he's given a letter from his fellow officers which reads " Jack, What a pisser. Here we are, fighting the bullshit for fifteen years and now we find out that you're part of the bullshit. What can we tell you? You broke our hearts, you dumbest of fucks. And, we mean that sincerely." Mona has betrayed Jack to the cops for being a mob informant and of the murders of Sheri, Falcone and others. The police bring Jack to the same place at the Brooklyn courthouse he first brought Mona and try to convince him to cut a deal before Mona does, offering him witness relocation protection. He runs into Mona at the courthouse, and sees that they're letting her go for cooperating. She brags to him that even when they had sex, he never got to her. He tells her that during sex, he thought of his wife. Mona then tells him that's too bad because his wife is a dead woman and he's a dead man and laughs at him before walking away. Jack pulls a gun from Cage (James Cromwell) one of the officer's leg holsters and shoots Mona dead. He then puts the gun in his own mouth but finds it's empty. The empty chamber sounds along with the bell ringing at the Diner in Phoenix. He tells us he was given a medal for "defending his fellow officers" along with a new residence and identity. The film comes full circle as we see him Jack now as Jim Doherty at the diner in Arizona, looking through the album of wedding photos on "May 1st, that was five years ago to the day. I guess this is where I came in, to tell you the story of an unlucky guy who fell in love with a hole in the ground; a ghost, haunting his own grave, celebrating every six months with the same party, waiting for the same guest of honor to show. Demarkov? Dead and buried. Everything I had, finito, except that old voice in my head. Some things you never let go of. Of course, Natalie, she wasn't the only guest invited [we see that the photo album has pages for other women] Can't be a party without a crowd. I don't remember much of it really. Don't remember what I said to 'em, or what they said to me back. Don't remember how I felt, but once in a while, I do remember how they looked at me." We see that there are no pictures of him and Mona, although Natalie had made pages for them. He continues "Well, I guess she's not gonna make it, always next time though, right?" He hears the door and jumps when he imagines Mona coming in. He then sees Natalie, but the image fades away. He walks out of the dinner and sits down at the gas pumps outside, narrating; "Maybe you think I'm ready to give up, but that ain't how it is. She could came walking through that door any day, cause even after all of this, I bet she still loves me."

The camera pans along the nighttime skyline of Pittsburgh, as a romantic song plays in the background. Then along a common street to a low-rise walk-up apartment building beside a notary office, and into the apartment of a beautiful but lonely young woman named Marie (Anne Parillaud). Marie stands naked, looking out her window; her apartment lit by dozens of candles. In a voiceover, Marie says she is 'eternally alone' and lives for comfort of the senses; food and sex. But she's very picky about what she eats, which caused her last lover to leave. As Marie reads over several newspaper articles about organized crime in the city, including a rising mob boss named Sal 'the Shark' Macelli, her voiceover continues, saying she hasn't been able to obtain food in six days. She's sad and starved, and needs to treat herself. Continuing to read the article she says that she's thought about going Italian, and we see her smile to herself in a mirror, and blow out some candles. A fancy car drives up to a corner Italian restaurant named the Oyster House. A man named Gilly gets out of the car near where several men stand, and greets one before walking into the restaurant, where he goes to a small table occupied by Tony (Chazz Palminteri) and Joe Gennaro (Anthony LaPaglia). Tony takes the two downstairs; Joe discreetly telling Gilly that the place is bugged. They pass through the kitchen and a heavy door where Sal Macelli (Robert Loggia) sits with a group of his enforcers. Gilly acts in awe of Macelli, who merely sits and sips coffee as his men make Gilly sit beside him. One brings over a toaster oven and takes it out of its box. Macelli makes small talk and a joke about toaster ovens, before quickly getting to the point: he accuses Gilly of short-ending him on an acquisition. He bashes Gilly with the toaster oven, knocking him off his chair. He busts the toaster oven over Gilly's head, making it clear that Gilly is here to be killed. Joe pleads for discretion, saying that someone might have seen Gilly entering the restaurant. Macelli roars that if Joe wants a discreet killing, he has to do it himself. He tells Ray (Kim Coates) to hand his gun to Joe, and demands that Joe carry out the execution. Gilly starts to plead and grovel with Macelli for his life, which disgusts the mob boss. He shoots Gilly dead himself, and then grabs Joe by his lapels, growling that he had better shoot someone the next time he's told to. Macelli is shown to be aggressive and bullying even with his closest allies. Tony and Joe are leaving the restaurant. Joe complains to Tony that Macelli has a disturbing love of killing and violence, something Tony warns him not to speak too freely; they're merely soldiers in a war. He gives Joe a gun, warning him that despite his being brought in to steal, one day he will likely be ordered to carry out a hit and will have no choice but to do it. Suddenly, Joe looks at a white van with dark windows parked on the curb slightly down. Starting to yell, he breaks the windows with the butt of the gun, yelling and gesticulating for the occupants-- police doing surveillance-- to get lost. Macelli's men all applaud and cheer Joe's moxie, but Tony just pulls him away and sternly warns him not to do that again, before telling him to go home and get his head straight. Not watching where he's going, Joe accidentally bumps into Marie, who walks down the street; a shopping bag in her hand. Marie's shoe accidentally falls off and Joe helps her with it. Marie looks at Joe with a curious expression; in her thoughts, she finds him 'promising' but his eyes are sad. Marie's voiceover says that her first 'rule' is never to play with the food. She shakes her head no after Joe offers to buy her a cup of coffee so she can warm up outside of the cold, and she walks away. As Marie crosses the street, she passes in front of Tony's car, which is just pulling out of his parking spot. Tony's windshield wipers are still brushing excess snow away from his windshield, so he doesn't immediately see Marie and has to stop short, honking his horn impatiently. Marie gets annoyed and she knocks the hood of his car with one of her shopping bags. Tony jumps out and menacingly warns Marie not to touch his car. Marie thinks to herself that Tony is 'perfect.' Turning meek and timid, Marie apologizes, pleading for Tony not to hurt her. She then makes a curiously flirtatious remark about Tony's reflexes in not hitting her with the car. Tony smiles and offers Marie a lift, and she smiles back. As Tony drives, Marie pops one of his Frank Sinatra CD's into the car's stereo and says there's a park nearby with an excellent view of the city, and she invites him to see it. Tony drives to the park and pulls up at a spot overlooking the city's panoramic view. Marie smiles shyly but flirtatiously as she doffs her coat, revealing her sexy red dress. She climbs onto Tony's lap, accepting his kisses as she starts to unbutton his shirt. She starts to kiss his neck, when suddenly he recoils in pain, indignantly shouting at her. But Marie's eyes quickly turn blood red and she opens her mouth to give a very animalistic growl, tearing into Tony's neck like a monster. When she's done, she peers at her blood-smeared reflection in the rear-view mirror, before pulling it off the car's roof in disgust and smashing it. Marie is a vampire; a vampire with a conscience. She must kill humans to live. But she only preys on criminals; preferably mean-tempered ones who enjoy hurting people. She passed on Joe Gennaro because she could see the good in his eyes. Tony, on the other hand, she could see the sadism in his look; hear his quick temper in his voice. Her first rule, never to play with her food, ensured she never had time to develop any feeling for potential prey. Marie's second rule is to always finish the food; she must be sure to kill them. This eliminates all signs of the feed marks she inflicts, and cleanly disconnects the central nervous system. Marie accomplishes this by using a shotgun on her prey at close range after she's done feeding. Police are investigating Tony's murder the next morning, and it's seen that Joe Gennaro is in fact with the Pittsburgh police department, working deep undercover infiltrating Sal Macelli's crime ring in order to bring it down. As Joe looks into the van, the coroner is spooked. Tony was killed with a clean shotgun hit, but the body shows a clear sign of very significant blood loss beyond what the shotgun damage should inflict. But this is the least of Joe's worries as a federal district attorney, Sinclair (Angela Bassett) berates Joe for showing up at the investigation; any of the force could be in Macelli's pocket. The officers working surveillance are also furious at Joe over 'the stunt with the van,' although Joe defends himself because the van was too close without any discretion. But Sinclair doesn't want to listen to anything Joe says; she feels he's become a danger to the investigation and to himself. Joe argues hotly that he's been undercover as part of Macelli's organization for three years, eating, drinking and stealing with them, and soon he'll be asked to make a hit, which is when it will be time to nail him. But then, press start to rush in from all sides, and Sinclair gives Joe a friendly hug as she turns and gives a big smile for the cameras. By evening, all of Pittsburgh has seen the articles both on Tony's murder and the photo of Joe with Sinclair; including Marie and Macelli. Exiting the Oyster House with a group of his men, and his attorney, Manny Bergman (Don Rickles), Macelli is taking the news exactly the way he'd be expected to-- wanting Joe killed, while Manny tries to talk him into 'making proper arrangements' because Sinclair will soon use the Rico act to freeze all of Macelli's assets. Macelli finds Lenny (David Proval), one of his men, talking to Marie, who's come by to feed on another of the gangsters. When Macelli has Jacko (Tony Sirico), one of his men, chase off a nosy photographer, Marie tells Macelli off in a way that can get people killed. But although he puts Marie in her place, Macelli's impressed by her moxie and offers her a ride. Marie knew she should have walked away from Macelli, but she found him annoying; enough to make an example of him. She gets into his limo, going into her act as Macelli breaks the ice with her. Marie notes they're being followed, and Macelli tells Lenny, who's driving the limo, to lose anyone tailing them and take him and Marie to 'the hideaway.' Macelli's hideaway is right beside a church. He tells Lenny he'll be with Marie for an hour, and to stand guard. He brings Marie into the hideaway, and she smiles flirtatiously as she looks the place over. But when Macelli takes out a container with take-out supper from the Oyster House, Marie recoils from the strong odor of garlic used in preparing the food, saying it isn't for her. Marie runs into the bathroom, pushing up the window, breathing in the fresh air; knowing she made a mistake targetting Macelli. In the meanwhile, Macelli is wondering what's going on with Marie and goes into the bathroom after her, starting to come on to her. Marie is nauseated by the garlic on his breath, and the lights of the bathroom are hurting her sensitive eyes. Macelli starts to get aggressive in kissing her and starting to undress her. Marie responds to the passion, undoing his tie and shirt collar. Marie then strikes, tearing into Macelli's neck and starting to feed. But Marie is unprepared for the crafty mob boss' resourcefulness. As she tears into his neck, he pulls a handgun strapped to his ankle and fires a shot into the ceiling. Lenny, sitting in the limo, hears the sound. Macelli fires a shot into Marie's stomach before collapsing. Lenny hurries to the hideaway door, trying to get in. Marie presses a towel to her wound and again happens to catch sight of her blood-smeared reflection in a mirror, breaking it in disgust. Lenny happens to look in through the raised window and sees Macelli laying in the bathtub, seemingly dead. He sees Marie, her face smeared with blood, and cries out in alarm. Hurrying back to the door, he shoots the lock and kicks the door in. He hurries to the bathroom, finding Macelli still in the bathtub, and Marie gone, having hurried out to make her escape. Joe is in protective custody, watching an old horror TV show with officer Dave Flinton (Leo Burmester), who's helping watch over him. Joe knows that because of how deep undercover he's been, many of his fellow officers don't look kindly on him, seeing him as half cop, half crook. But another curve ball is headed his way as fellow officer Morales (Luis Guzmán) comes by with pizza delivery; a phone call informs Flinton that Macelli's taken a hit on the north side; apparently Joe made him look so bad in front of his men, that one of them took him out in a macabre form of poetic justice. Joe is still upset, because the undercover work was the case that was going to make his career. Joe drives to the hideaway where preliminary investigation is underway. He looks through the broken bathroom window, dismayed as he watches the coroner tending to Macelli's body. But immediately Joe notices things amiss; Macelli suffered a cut carotid artery, meaning there should be far more blood than he sees, and he's sure the coroner found something under Macelli's fingernails; Joe suspects the perp was a female and that Macelli's fingernails have traces of makeup underneath. The coroner glances at a thermometer placed in Macelli's midsection and makes a puzzled sound; Macelli's body temperature is going up, not down as is standard for a corpse. Lenny and Manny are outside the church as well, and a fight nearly breaks out as Joe passes by them. Joe climbs the fire escape onto the roof of the hideaway building. Looking around with a flashlight, he finds blood on the chimney-- and a woman's black pump laying in the blood-spattered snow atop the roof. As he picks it up and starts to examine it, he hears a rustle from the other side of the chimney. Marie comes into view, her eyes red and her face still smeared with blood, and she gives a vampiric growl, scaring Joe out of his wits. He dives to the floor as she runs past and leaps off the roof, escaping. Joe enters the church and looks around. Feeling uneasy, he draws his gun. Suddenly he feels something moving past him and hears Marie growling, although he doesn't see her. Suddenly the church's fire escape doors burst open and a growling sound comes from there, before the doors slam back shut in the sudden gust of wind. Marie runs along the outside of the church. She climbs up an exterior heating pipe, breaking a window on the second floor and entering through it. Joe sees a tethered German Shepherd dog barking loudly and acting very agitated, and quickly unties its leash, setting it loose. In a shower room in the church, Marie lets the hot shower water wash all the blood off her body, without bothering to undress. She stands under the shower, letting the water continue to pour down on her, while outside, the dog leads Joe to the pipe Marie climbed up. Joe looks up and sees the window Marie broke. Someone puts a hand on Joe's shoulder and he whirls, gun drawn-- it's just the dog's owner, come looking for him. Joe climbs the pipe and enters the shower room. Marie is gone, but he sees that she left the shower faucet she used, running-- and he sees her wet footprints leading to and through a closed door. He follows Marie's trail to a thrift shop, finding its lock broken. As he looks around, the camera pans up to show Marie hanging from a fixture on the ceiling, above and now behind him. She's changed into some clothes taken from the shop, leaving her bloody dress on the floor. Marie hangs from the fixture by one hand, watching Joe closely as he bends down and looks at her discarded dress. Finally she drops down to the floor, swipes a jacket from the racks and is out the door before Joe can spot her, although he heard the sounds and sweeps the area with his gun. But as he steps back outside the thrift shop, Marie suddenly grabs him from behind and throws him a dozen yards onto the ground; grabbing away his gun and throwing it through the church window. Her eyes flash a bestial green and her voice is harshly distorted as she warns him to stay away from her, or she'll kill him. Joe is left dazed on the ground, gazing up at the sky in disbelief. Macelli's body is being brought into the morgue. But as the pathologist plugs in a tool to start an autopsy, he suddenly finds Macelli sitting up and looking right at him. Downstairs, the county coroner is telling a massed crowd of repoters that the press will know the details on Macelli's death soon as he knows-- but everyone is about to find the results out first hand, as they all see Macelli running through the morgue atrium with the pathologist following behind. Macelli escapes into an elevator, wanders right past the front desk security guard who's busy watching a "gorilla chases pretty girl" horror movie, and then steals a car from right under the noses of two bumbling fools who are looking in its trunk; driving it off into the night streets. Marie is perched high up on the steeple of the church cathedral, watching Joe approach his car. A press member tells him that Macelli was spotted crashing a car into a gas station in Shadyside. Joe gets into his car, and pauses to take the shoe Marie dropped on the rooftop out of an inside coat pocket, looking at it thoughtfully. He puts it on his dashboard and sits idle for a few seconds, until Marie leaps down from the steeple right onto the hood of his car, heavily denting it and smashing all the windows. She grabs Joe and hauls him out of the car, and climbs in herself, using her recovered shoe to smash out the windshield. When Joe leaps in front of her, she hits the gas to scoop him onto the hood, then stops and hits the gas again so he falls into the car. She intends to go after Macelli herself. Manny arrives at his house and is greeted by his wife, Fran (Elaine Kagan). As she helps him out of his coat and scarf, we hear the sound of breaking glasses. Manny goes into his living room, he sees Macelli raiding the wet bar there. Macelli's skin is pasty white as he rummages through the bar, looking for something to drink. He's stricken by extreme thirst, but none of the booze there is working to sate it. As Manny tries to calm him down, Macelli suddenly remarks that Manny smells good, before rambling about how he'd woken up in the morgue after an attempt on his life. Then he smells something and staggers into the kitchen, where Fran had warmed up some food, which Macelli starts tearing into greedily. He insists he's fine despite Manny wanting to call a doctor; just with a sudden insatiable appetite of some sort. Marie struggles to drive toward Shadyside, the bright headlights of the cars in the opposite-direction lane hurting her eyes. Meanwhile, Joe rambles about all the trouble she's in; Joe is positive that Marie is responsible for the hit on Tony Sliva as well as the attack on Macelli. Marie finally pulls over and asks Joe to drive, because she's having too much trouble concentrating against the incoming headlights. They swap seats and Joe continues interrogating Marie, finally confronting her on his knowing that she's in pursuit of Macelli, but why she didn't make sure he was dead the first time. Marie finally loses patience and snaps back that she screwed up-- using her vampire voice. Her eyes flash green as she does this. Joe sits back in shock, asking, "What in hell are you?" They pull into the gas station and are met by Morales and Flinton. The two still don't fully trust him, especially when he starts telling them that Marie killed Tony and attacked Macelli-- they look into the car and are not at all believing when they see the slim, demure-looking woman there smiling innocently at them. Flinton puts Joe in his car, warning that he'll cuff him if he acts up again. He then joins Morales in talking to Marie, who does a perfect job of playing innocent and the officers' own belief that Joe is starting to lose it. But in the meantime, Joe happens to glance across the street and sees a flower shop, and gets an idea. He grabs Flinton's walkie and asks for the street address of Manny Bergman. He then asks a gas station employee for directions. Marie spots him and asks Flinton and Morales if she can use the bathroom, which they gladly agree to. Macelli is in Manny's kitchen, heating a piece of meat over the gas stove while eating it. Manny sits at the table with Lenny and Jacko, watching warily. Suddenly Macelli drops his meat and sniffs, saying that Joe Gennaro is nearby. He punches out a window in the kitchen and jumps through it, despite the other three trying to hold him back. Back at the gas station, Flinton finds that Joe gave them the slip. Checking the womens' bathroom, Morales finds Marie has done the same. Macelli finds Joe and ambushes him from behind, clamping one hand around his throat and lifting him up in the air, choking him as Manny tries to plead for Macelli to let Lenny and Jacko handle things. Macelli pays no attention as he chokes Joe, a gleeful look on his face. Finally in desperation, Manny grabs a shovel and whacks Macelli on the back of the head, making him drop Joe but otherwise leaving him unharmed. He acts confused enough for Manny to lead him back into the house while Lenny and Jacko tend to Joe. They find him unarmed but also find a pair of handcuffs on his belt, which they use to cuff him. Manny takes Macelli inside, explaining that he's safe in the house because he's been pronounced dead, meaning even a search warrant can't be served in search of him. But Macelli is more occupied on noting that, despite how hard Manny hit him, his head isn't bleeding at all. Macelli suddenly begins to walk toward Manny, and tears into his neck, his eyes flashing red. Marie's failure to 'finish the food' has made Macelli into a vampire. Fran finds Macelli sitting on the basement floor, his face covered in blood, and Manny in Macelli's lap, seemingly dead, although Macelli is sure he's not; he's begun to figure out some of what's happened to him. Macelli gets up to feed on Fran, but she stabs him with a knife and runs. Macelli pulls the knife out of his chest, seeing he isn't hurt, although he notes that all his clothes are saturated with blood. Lenny and Jacko are carrying Joe away. Marie watches from a tree as they dump Joe into the trunk of Macelli's limo. All at once, Fran rushes out of the house, screaming for help; at the same time, Flinton is approaching in his car, and Macelli steps outside, changed into a new suit. Lenny and Jacko hurry Macelli into his limo and speed off, while Fran runs to Flinton, begging for help with Manny. Marie jumps down to Flinton's car, throws the police light away, and drives off in pursuit of Macelli. Macelli, Jacko and Lenny arrive at a dock, where Macelli plans a horrible death for Joe; to slowly crush him to pulp in the crusher of a sanitation truck, starting with his feet. Marie arrives on the scene just in time, racing her car straight toward the three. Macelli and Jacko fire at her, but she plows into both of them, jumping out of the car and breaking Jacko's neck. Macelli recognizes Marie's face and flees in his limo. Marie takes off in pursuit, pausing just long enough for Joe to jump in through the open passenger window. In the car they quickly fall into another argument. Marie knows how dangerous Macelli is, especially now, after having fed on a human for the first time. Joe, meanwhile, is beginning to understand the truth about what Marie really is-- something he doesn't see as much better than Macelli. Macelli sees Marie in pursuit of him, and the two cars weave their way through the highway traffic as the chase continues. But a bigger problem has just arisen-- dawn is starting to break. Marie sharply swerves to get to an exit and races toward a roadside motel as Macelli, laughing in triumph, drives into the Liberty tunnel. Emerging from the tunnel, Macelli is faced with the rising sun and his skin begins to smolder painfully. He manages to make it to one of his meat packing warehouses and makes his way to a freezer, telling the on-duty employee to leave him in there with the lights off. Macelli crawls onto a meat tray and puts his head on a piece of rump roast, drifting to sleep. The owner of the "Amore" roadside motel leers in amusement as Marie and Joe come inside to check in; Marie hasn't yet uncuffed Joe. She only does so after she's satisfied that they have an agreement on staying for the day. She tells the motel owner that they're staying until sunset; 7:17 pm. D.A. Sinclair is arriving at Manny's home as she's briefed on the incident with him. Flinton says that Fran insists she saw Macelli as Manny's attacker, and that she saw Joe being loaded into Macelli's limo. As Manny is being loaded into an ambulance, Sinclair tells him she knows Macelli is responsible, and asks if she can count on him to press charges. Manny just half-opens his eyes and looks at Sinclair for a few seconds before closing his eyes again. At the motel, Marie has finished showering and washing her hair, and she's turning out the lamps for sleep; using only candles. Joe sits on the sofa, smoking a cigarette, unashamed to admit he's too afraid of being attacked in his sleep, to get any rest, although he proves willing not to pull away the heavy quilt Marie has placed over the window to keep the sun out of the room. She sits on the sofa and there are a few moments of tension; Marie is starting to like Joe, and she thinks he's starting to feel the same, but he's still revulsed by what he's learned of her existence. Finally she gets into bed and lays down to sleep. Manny is in the hospital; a nurse in his room. The electronic monitor for his heart rate and pulse suddenly flatlines, and the nurse turns at the sound of its alarm. But suddenly the monitor's flatline reverses into a reading for heart rate and pulse again, and the nurse thinks it's just a temporary glitch, and goes about her business. Manny's eyes open to reveal they're bright red. Unseen by the nurse, he pulls the tubes and electrodes off his arm and chest, and starts to get out of bed. He approaches the nurse, intent on feeding on her. Still unaware of what's happening behind her, the nurse opens the shades to let in the sun. A second later, both Manny and the nurse are screaming; she in terror and fright, he in agony as the sunlight begins destroying him. Doctors rush in, and can only watch in horror as Manny burns to ash. Fran faints as she sees her husband's horrible fate. Joe has finally fallen asleep in the motel, although he sleeps lightly and jolts awake as Marie's bed creaks. He tiptoes to the bathroom and peeks under his shirt, relieved to see no bite marks on his neck. He comes back out and watches Marie sleep. He's starting to come to terms with his attraction to her, very slowly reaching a hand out to touch her hair. The touch awakens Marie quickly, and her look turns soft and compassionate as she understands the look in Joe's eyes. She stretches a hand out to him, and Joe's caution returns. As he starts returning to the sofa, Marie throws a pillow at him. He catches it and throws it back; she likewise catches it and puts it back beside her. Joe wants to set out after Macelli, believing they can catch him while he sleeps, but Marie warns him that he'll only sleep while undisturbed; he can snap awake as quickly and fully as she just did, and move just as fast; demonstrating her speed by moving from the bed to behind Joe in the snap of her fingers. Turning playful again, she pushes him down on the bed and leans close over him. She starts leaning in to kiss him, and he almost relents but suddenly rolls over on top of her, Marie not resisting. Again they almost kiss, and again Joe shies away at the last second, sitting up on the edge of the bed, only semi responsive as Marie starts coming on to him. Marie hands the handcuffs to Joe and prostrates herself on the bed, her wrists behind her back, inviting Joe to cuff her. After a second he does, and then he undresses and climbs into bed with her. They start making love, Joe finally losing the rest of his fears as both of them become passionate. Marie easily busts the handcuffs apart and takes Joe in her arms. As they climax, Marie's eyes start changing color, between pale blue, green, yellow and red. Frank and Ray meet Lenny at the meat packing plant, outside the freezer. Macelli had called Lenny and had him send for the others. Lenny is deeply worried, telling the others to just 'look at' Macelli, and maybe they'll agree it's time to pass the torch to a new boss. Entering the freezer, they find Macelli lounging on the metal tray. He tells them he feels better than he ever has, before revealing he overheard what Lenny said to Frank and Ray. Lenny balks at approaching Macelli, and for good reason; Macelli grabs him and feeds on him, before ordering the frightened Ray and Frank to stow Lenny in the trunk of Macelli's limo, and to bring him some clean clothes. It's sunset, and Marie and Joe leave the hotel to set off after Macelli. Their relationship has taken a significant upturn as they get into the car. Macelli's limo pulls up in front of the 'Melody Lounge' strip joint. Macelli opens the trunk of the limo, and Frank and Ray are astounded to find Lenny quite alive, if a bit dazed and confused. They go inside, and Macelli takes the others to a private office upstairs. Lenny starts looking at Frank and Ray thirstily as Macelli explains that they're now in charge of town; no other rival crime family will be able to touch them. Frank and Ray are quickly 'initiated' by Macelli and Lenny into the 'new family.' Marie and Joe pass by the Oyster House, finding only two men standing outside. Joe knows this means Macelli isn't there. Tommy and Vinnie, two more of Macelli's men, arrive at the strip club, where Macelli has them initiated at the teeth of Frank and Ray. Marie and Joe don't find Macelli at Bloomfield. Joe says the next place to check is the Melody Lounge. Flinton and Morales are also arriving at the Lounge. One of the dancers is an informant, softly saying into Morales' ear that Macelli is there, and upstairs. But the Lounge owner recognizes the two officers and quickly calls upstairs to alert Macelli. Flinton and Morales storm into the office, guns drawn and ready, and find Macelli's men sitting casually on sofas and chairs, unworried and unfazed; faces smeared in blood. Macelli drops down from the ceiling, easily disarming the two cops of their guns. Marie and Joe arrive at the lounge, finding it closed. But neither locked doors nor a bat-wielding lounge owner can stop Marie any more than an insect could. Marie foils an ambush by Ray, throwing him downstairs where he lands on top of Joe. Ray's eyes glow as he tells Joe he's going to devour him. Joe sneaks his gun out of his waistband and blows Ray's head off. Marie finds Flinton on the floor, dead, and Morales tied to a chair, 'for dessert later.' Tommy and Vinnie are waiting in ambush. There is a tension filled standoff until Joe arrives, distracting Tommy and Vinnie so Marie can break their necks. Joe tells Morales to call for backup and warn them exactly what they're up against. Macelli, Frank and Lenny are on the roof of the lounge, plotting conquest. Marie finds her way up there, proving a crack shot with a revolver, putting a bullet through Frank and Lenny's foreheads right into their brains. But as she pulls the trigger again to finish Macelli, there's an empty click; the gun is empty. As Macelli advances on her, she discreetly pulls out the door knob and then tries to stab him with the connecting rod. He grabs her wrist and they grapple before Macelli pulls his gun and shoots her three times in the stomach. Joe arrives on the roof top and shoots Macelli in the chest twice. Macelli leaps off the roof, taunting Joe to try and follow him that way. A second later and Macelli is sandwiched in a collision between a taxicab and a bus in the middle of the street. Hurrying downstairs in pursuit, Joe finds Flinton has awakened as a vampire, and is forced to shoot him in the head. Marie and Joe arrive downstairs, finding Macelli smugly challenging them. Joe looks down and notices the crash has caused both the bus and taxicab to leak gasoline onto the ground. Grabbing a cigarette lighter, He ignites it and throws it down, igniting the gasoline. As much as he's learned about his new powers, Macelli overestimates them, thinking he's invincible. He makes no move to avoid the approaching fire. The taxicab and bus explode, engulfing him in flames. Even immolated in fire, Macelli thinks he can't be beaten, striding boldly toward Joe and Marie, telling them he is 'the light.' Joe raises his gun and fires, putting a bullet into his brain. Dawn has again started to arrive; the first hints of red appearing in the sky. To Joe's horror, Marie turns and starts walking straight toward the sunrise to kill herself. He runs after her, and she listens, stunned, as Joe tells her he loves her. He takes her by the shoulder and gently leads her to a hotel. Even knowing that she has to kill, he now understands the code she lives by. As he rings for the hotel desk clerk, Marie thinks to herself that Joe makes her feel alive. He looks over his shoulder at her, and she smiles.

Divorced executive Marshall and his 11-year-old son Charlie casually touch a magical Tibetan skull, releasing a mysterious power that transfers Marshall's mind to Charlie's body and vice versa. Their problems have just begun. Upon returning from a buying trip abroad for the department store where he works, divorced executive Marshall finds that he is in possession of a strange ornamental skull. He is looking after his 11-year-old son Charlie for a few days. The skull has special powers, and when Marshall and Charlie simultaneously wish they were each other's age, they switch bodies. Now Charlie must go to work, and Marshall must go to school. Charlie must also deal with Marshall's girlfriend Sam. Furthermore, a smuggling duo is in pursuit of the skull. —Rob Hartill

In New York City's Little Italy, a devoutly Catholic mobster must reconcile his desire for power, his feelings for his epileptic girlfriend, and his devotion to his troublesome friend. The future is set for Tony and Michael -- owning a neighborhood bar and making deals in the mean streets of New York City's Little Italy. For Charlie, the future is less clearly defined. A small-time hood, he works for his uncle, making collections and reclaiming bad debts. In love with a woman of whom his uncle disapproves (due to her epilepsy) and a friend of her disturbed cousin, Johnny Boy, a near psychotic whose trouble-making threatens them all -- Charlie just cannot reconcile opposing values. A failed attempt to escape (to Brooklyn) moves them all a step closer to a bitter, almost preordained future. —Dave Cook <cookd@mcmail.cis.mcmaster.ca> In a series of character-led incidents set against the background of New York City's Little Italy, we follow the life of Charlie, a small-time member of the wiseguy community who collects protection money. His friends Tony and Michael are part of the community, but his other friend Johnny Boy is unreliable and therefore must be shunned. Charlie's secret girlfriend Teresa has epilepsy, and so must also be shunned. When Charlie's uncle Giovanni offers him a restaurant - the first step up the ladder - Charlie is forced to choose between his desire for power, his love for Teresa and his duty to protect his friend Johnny Boy. —alfiehitchie Italian-American Charlie, who lives in the Little Italy neighborhood of New York City, leads a conflicted life. He identifies as Catholic, but feels he has to deal with sins in his own way for absolution than say Hail Marys. He works as a collector for his gangster uncle, Giovanni, but has empathy for those who cannot pay. Another who cannot pay is his best friend, Johnny Boy, a self-destructive and disturbed individual who owes money to their loan shark friend, Michael, but makes no effort either to repay that loan or to stay clear of Michael while he still lavishly spends whatever money he has on having a good time. Charlie tries to keep the peace between Johnny and Michael, while realizing Johnny is shirking his responsibilities. Meanwhile, Charlie has been in a clandestine relationship with Johnny's cousin, Teresa, an epileptic who is in love with him. Charlie, on the other hand, doesn't want to encourage Teresa largely because the tribalistic and intolerant Giovanni doesn't approve of her as he sees her epilepsy as a major character flaw. Charlie tries to reconcile all these disparate aspects of his life. —Huggo (updated by R.M. Sieger) A look at a group of small-time hoods and hustlers trying to make a living on the streets of New York. The story centers around Charlie, a loan collector for a mobster named Giovanni. He can be pretty tough when he needs to but gets into trouble for cutting his friend Johnny Boy - also his girlfriend's cousin - a bit too much slack. His girlfriend is also a problem as she is epileptic and Giovanni, who genuinely cares about Charlie, wants him to dump her. As pressures mount, Charlie faces some difficult decisions with none of the possible outcomes to his liking. —garykmcd