40 Pounds of Trouble (1962) - full transcript

Hey.

Wait a minute, McCluskey.

The least he could've did was let
me know. I could've grabbed you.

Well, I picked him up
outside of Stockton.

I think somebody
tipped him off.

Nobody ever tips me off.

Hey, you're getting
better, Bassett.

That was
a terrific chase.

Thanks a lot, McCluskey.

I'd have had you that time if
it hadn't been for that Cadillac.

Look, McCluskey, will
you do me a favor?



Pay your ex-wife the dough. I'm
gettin' tired of playing cops and robbers.

Why don't you have a drink and dinner,
Bassett, and spend the night?

No, thanks. I got to get all
the way back to LA. Tonight.

Give my best to Louie Blanchard,
will you?

Yeah, I'll do that. Tell him I like
him even if he isn't my lawyer.

I'll do that.

Good luck.
Yeah.

Come on,
stop pouting.

Come on in and I'll buy
you a drink.

I'm not supposed
to fraternize.

One drink.

Well, you did it again,
Mr. McCluskey.

Two lengths.

I had 20 bucks
on you.



Smart money was la yin'
8-5 you wouldn't make it back.

Well, that's not smart,
but it's generous.

Ah, it's a beautiful day.

I had a fiver on you,
honey. Very good.

Come on, seven.

Eleven
is the number...

Steve,
I'm glad to see you. How are you?

Where's Swing? I put a
call in. He'll be right over.

Hi, Mr. McCluskey.
Chewing gum?

There's a burn hole in
the cloth on the big eight.

That's a brand
new $130 layout.

Not anymore, replace it.

Check.

How's everything been
going? Pretty good?

There was a $25,000 win
on a keno game...

Hi, Mr. McCluskey.
Hello.

Find that girl a hobby.

Check.

Oh, Steve.
Thank God you're back.

About these accommodations... Herman,
please, later.

But...
Later.

There's a light out over
there on the dollar slots.

I don't know how I could've
missed it. I don't know either.

What were you
saying before?

There was a $25,000 win
on a keno game.

Well, it's about time.

It was getting a little
embarrassing.

Daytime to keno desk,
Daytime to keno desk,

See you.
See you later.

Hey, Swing.
Steve.

How are you?
Good.

What's up?

Mr. Mencken's up from Reno,
rolling high.

Dropped $50,000 at craps and
wants $10,000 credit. Drunk or sober?

Feverish,
but sober.

Let him have it.
Check.

Slot machine number 184
isn't paying off enough.

Fix or replace it.
Check.

$104 for playing cards.
That doesn't sound enough.

Somebody must be playing
with greasy packs.

I'll speak to
the pit bosses.

Very good.

Check.
Check.

Mr. McCluskey. You
know what tonight is?

Mmm-hmm, after the poker game,
it's Thursday.

Well, uh, I get off
at midnight.

So you do.

Come on, dice.
Once again, dice.

Seven, a winner.

How about that, huh?
Here we go.

What do you say we kinda
press a little bit, huh?

Come on, dice.
Another natural, dice.

Well, Mr. McCluskey.
So there you are.

Where should I be?

You should've been with me at the Reno
airport to meet Miss Lockwood's plane.

Which Miss Lockwood?

This Miss Lockwood.

Well, Julius,
I can't go running off to the airport

every time you get
a new vocalist.

This "vocalist" happens
to be the star of my show.

She also happens
to be Mr. Friedman's niece.

Look, Julius,
if Mr. Friedman wants to maintain a niece,

it's his time, his money,
and his club.

For the time being, I'm in charge of
the gambling and the private poker game.

You are in charge of the
entertainment department,

which includes
Mr. Friedman's niece.

It's a package deal,
sweetheart.

Ugh.

Marie.
Good afternoon.

Who's using
Mr. Friedman's suite?

Oh, Miss Lockwood.

Come in.
Miss Lockwood?

Yes?

I wanted to see if
everything was all right.

My name is Steve
McCluskey. I'm the manager.

Oh.

I was beginning to think
we didn't have a manager.

Oh yeah,
we got a manager.

It's like when you're
riding in a Rolls Royce.

The only thing you hear
is the ticking of the clock.

Are you sure
it's going?

Oh, yeah, it's going. It's going tick,
tick, tick, tick, tick, tick.

We're very anxious to
make your brief stay with us

as pleasant and as
comfortable as possible.

So, if there's anything
you need... Isn't that funny?

That's exactly what
Uncle Bernie said.

"If there's anything you need
just ask good old Mr. McCluskey."

He thinks very highly of you,
good old Mr. McCluskey.

We want all our
entertainers to be happy.

While they're here.

Mr. McCluskey...
Yes, ma'am?

I Intend to be the happiest
little entertainer you ever did see.

No trouble, no expense.

So why don't you just go back
to doing what you were doing

and I'll go on doing
what I was doing.

Miss Lockwood,
don't give it another thought.

I've assigned one of the captains
from the South Shore Room

to see to all your comforts.

You make all the demands
you want to him.

As if I weren't even here.

Who do you conduct to,
Chubby Checker? Stravinsky.

Where you been all
day? San Francisco.

Can I ask you
one thing?

Can I ask you why?

Because I got a little closet fever
is why. I've been cooped up here

for the last eight months
and I felt like splitting out.

So you have to
split to California?

Every time you cross that state
line you're lookin' to make the net.

They clang that door shut
on you in San Quentin

and you'll know what closet
fever really is.

It's from Natalie.
Oh, that's beautiful, huh?

Which one was Natalie? Natalie?

What's in California you
couldn't find right here in Nevada?

Tattoo parlors?

Floyd, I'm a little tired.

Any head shrinker will tell you
the reason you go to California

when you shouldn't is because subconsciously,
you want to get caught.

Subconsciously I want to take a hot
bath and have a little peace and quiet.

It's the same way with this
electronic quail-trap routine.

Anybody else wants
to date a lady friend,

he don't go with the blue
lights and the tape recorder

and the record playing machine with
the schizophrenic sound. But you do.

I'm exotic.
You're a nut.

There's guy named Piper
picked up 11,000 at the crap table.

He heard about the private
game and asked if he could get in.

I didn't want to disturb you so I
took a chance and said, "Yes."

These people are decent,
respectable poker players.

How are they gonna like
a gambler in their game?

The gentleman's
bringing $11,000.

That shows he's sincere. The game
will show whether he's a poker player.

Kill the people.
Later.

Good evening.

Hello, Steve. Hello Charlie. Fred,
how's the ranch? Nick.

Hiya, sweetheart.
Mr. Piper, McCluskey.

Uh-huh.
Pleasure to meet you.

How you been, Nick?

Oh, okay.
Good.

The usual game, gentlemen.

25 and 50.
No limit on raises.

And, Nicholas,
prepare to bleed.

Mr. Piper? Thank you.

$50 ante, please.

Five card stud.

Ace.
Bet the ace.

A thousand, gentlemen.

Call.

I raise you $200.

And two better.

I pass.

Nine over.

200. I raise you 200.

I call.

Here's my $200.

Ten,
five, four, eight...

Bingo.

Good to me now.

Bingo.

Bingo.

Bingo.

Say, uh, do you follows mind
if we get a fresh deck, huh?

This one's killing me.

Give him a fresh deck.

Here you are, sir.

The joker.

Ante 50.
This is my game.

I can get even
at the crap tables.

Am I good for $1,000?

All right, Mr. Piper,
I'll take your check.

I'd rather not write a check,
if you don't mind.

But I'm good
for the money.

Without a check, sir,
nobody's good for the money.

But I can get the money in
San Francisco in no time at all.

Well, that's where
I can't help you.

Well, actually I'm, I'm clean.

I don't even have
the plane fare.

Thank you.

There's no plane
leaving from Tahoe,

but you can take a cab
to Reno if you want.

I've got my car here.

I'll be back
early this afternoon.

Very good.

Good night.

Probably never see
that joker again.

Well,

I hate to see a guy walk out
of here without his cab fare.

Good night.
Good night, sir.

Ah, good morning,
Mr. McCluskey.

Good morning, Mr. McCluskey.
Good night, Charlie.

Gonna be a hot one today.
Yeah.

I don't know how
to talk to her anymore.

You're going to have
to step in to this.

I have cajoled,
I have tried my utmost.

I just don't know
what to do anymore.

It's a terrible situation.
I don't know what to do.

Julius, either go away
or cool off.

You're melting my butter.

But now, did you hear me? It is
well past high noon by the clock.

And this woman is now demanding
that I change 12 chorus costumes.

Do you hear?
Do you hear me?

Just because it happens to be the
same color as her little old bitty gown.

Hmm? Now is that not
past belief?

Julius, as you pointed out,
this is the niece of Mr. Friedman.

And it's best to pamper
Mr. Friedman,

because they don't call him.

"Bernie the Butcher" because
he knows how to carve a turkey.

Oh, fiddle dee dee. And how
much can it cost to be nice?

About $10,000.
What?

Yes, it will.
Mr. McCluskey.

I want to be as reasonable
as I possibly can about this,

but if my dress in the opening
number has to compete with

12 chorus girls' costumes
I can't possibly...

Miss Lockwood, you couldn't
find a better time to be reasonable.

You see, those chorus costumes are
made months in advance in New York City,

which is many, many miles
from here.

By changing your costume,
you save us money and a lot of confusion.

And I personally consider it a
gracious gesture on your part.

Thank you so much. Julius,
would you pour Miss Lockwood some coffee?

Mr. McCluskey,
I am not here to be gracious.

Now if you were deliberately
trying to sabotage my opening,

you couldn't do... Cream and sugar,
Miss Lockwood?

Miss Lockwood,
a lot of people don't understand me.

You know,
they really don't.

They just look
at the outside me.

Warm-hearted, gracious,
indulgent, but inside,

I'm really like a machine.

I'm a regulator because I must
regulate several hundred machines

that cost more than
$30,000 a day to run.

Now those machines
are supposed...

Those machines
are supposed to go,

"Pocketa, pocketa, pocketa."

Now if any of the machines go, "Pocketa,
pocketa, pocketa."

A little fuse
goes off up in here.

That machine automatically
must be repaired or replaced.

Now that includes the slot
machines in the casino,

the exhaust fan
in the kitchen.

A vocalist in
the supper show.

Ooh, you're a sweetheart.

Excuse me,
Miss Lockwood.

It also includes the
manager of a casino.

Otherwise Uncle Bernie
would replace me.

Mr. McCluskey.
Later.

Uh, Mr. McCluskey.

Yes, Herman?
That Mr. Piper,

in room 87, the one you lent the money to,
to go to San Francisco?

Well, he should've
checked out by 3:00.

Mmm-hmm. Well, what's
your problem?

What? I have
a green card on 87.

I've got to have
that room by 4:00.

We have a guest coming
in from Sacramento.

He always insists
on room 87.

Well, then,
move Mr. Piper's stuff to another room.

This is Friday, Mr. McCluskey.
I don't have another room.

Now that guy was supposed
to be out of there.

Well, then,
move Mr. Piper's stuff to the baggage room.

Mr. McCluskey...

Mr. Piper's
stuff includes a girl.

Well, then, Herman,
explain the situation to her quietly

and then
ask her to leave.

I told her.
Now you tell her.

All right.
Where is she?

That's her?

I can see you don't know how
to handle these kind of situations.

Excuse me...
I'm over here, Jack.

Hello.
Hello.

Are you all right? You
got everything you need?

Who are you? I'm the manager.
My name is Steven McCluskey.

I'm supposed to ask people
if they're all right.

Sure. I'm okay.

Very good.

Except it's getting awfully
close to Huckleberry Hound.

Well, I wouldn't give it a...

It's getting close to what?

Huckleberry Hound.

What's a Huckleberry Hound?

Huckleberry Hound's
on television.

Most hotels have
televisions right in the lobby.

Well, I'm sorry. We don't
have that kind of thing here.

Then can I go in there where
all the gum machines are?

You do and you'll
get arrested.

Why?

Because there's no gum
in there and no kids.

What're all the machines for?

Those are for
people who've reached the age of 21.

You lay one finger on
any one of those machines

and you know
what'll happen?

The cops'll come
and drag you off to jail.

I don't need gum anyway.

That's only for people who
can't brush after every meal.

Huckleberry Hound.
Those things frighten me.

Children.

Yeah. Well there's another
airplane due in at 5:30,

her father's gotta
be on that one.

You've been telling me
that all afternoon.

I've got to do
something.

What's to do? You feed it,
you keep an eye on it

until its father gets back,
then you cash it in and you forget it.

Mr. McCluskey
in his office?

No, he's in
the steam room.

McCluskey?

McCluskey.

C'mon, Steve. I know
you're in here somewhere.

Blanchard,
your money or your life?

Steve, I had to go to Salt
Lake City to talk to a client.

I was just driving past
and I saw your lights.

Louie, you're
always welcome.

Steve, I want to talk to you.

Come in
and sit down.

This
isn't drip-dry.

All right.

Baby, why don't you
just give up gracefully

and come home
to California?

Why? So you can serve
me with your papers?

How many papers
you got now?

You've got judgment, writ, bench warrant,
show cause for contempt...

Who's counting?

You could buy me off
for less than $9,000.

Louie,

it's not the money,
it's the principle of the thing.

It's the principal,
plus the interest,

plus the court costs,
plus the legal fees.

She can rot before
I'll give her another nickel.

Now look, why such
a noise over nothing?

Everybody pays alimony.
Why should you cry about it?

Why should
I be paying her?

That witch has got enough
money to feed to the hogs.

Steve...
Not a nickel, Louie.

I'm not thinkin' about her.

I'm thinkin' about you.
What kind of a life is this?

You're an exile.
A fugitive.

You can't walk across
your own parking lot.

You can't go to the bathroom
at the wrong end of the hall

without crossin'
the state line

and runnin' into one of
my boys with the papers.

Louie, why don't you
take a nice cold shower?

Steve, if you're short of cash,
I'll lend you the money myself.

I wouldn't give her
the satisfaction.

That cold, cruel, miserable,
vicious, mean... Ah, ah, ah, ah.

Try not to
see her that way.

Try to see her
as the court does.

A lovely girl,

a faithful, loving ex-wife.

Cast off after she has
given you the best years of her life.

Lonely. Deserted.

- Destitute...
- Destitute!

What does she have now,
ladies and gentlemen of the jury?

Hmm?
Only her memories.

And all the money.

You're terrific. You know,
you're a regular Spencer Tracy.

Hello. Does it have
to be now, Herman?

All right.

Well, barrister,
I'll see you later.

Could I use your phone? By all means,
charge it to your room.

Terrific.
Ahh...

Person to person call.
Beverly Hills.

Charge it to Mr. McCluskey.

How is the dear boy
and what's he up to?

When's he coming
across with the money?

Why don't we let the poor guy off the hook,
hmm?

I don't mean wipe
the whole thing clean,

because you know
what his pride is.

But I mean, you know,
a small settlement

so he could keep
his self-respect.

You have a divine
sense of humor, darling,

but why should I
let him keep anything?

All right, then.

If you want to clobber the guy, I can
think of a lot quicker ways of doing it.

Louie, lover,
that's no fun.

It isn't that
you win or lose,

it's how you play the game.

You should see it, Steve.
You should but see it.

You look, Julius.
You've got young eyes.

It is a mausoleum,
is what it is.

I declare,
there's not enough folk out there

to pay for the candles
on the tables.

Maybe they're all
in the casino.

We always
show a profit there.

Well, then, why don't
you just shut down the hotel,

and the South Shore Room
and my show

and have nothin' but your
little bitty old gamblin'?

Why? I will
tell you why.

Because if it was not
for my little bitty old show,

folks would not traipse
all the way up here

to Lake Tahoe for your
little bitty old gamblin'.

Applause, exit Julius.
Mmm-hmm.

And what is the big attraction
for this evenin'?

A star? Mmm-mmm.

A big name?
Oh no.

Some dog chick girl of a singer that
nobody ever dug or heard of before.

Mr. Friedman has heard of her before,
and he'll understand.

Mmm-hmm. Mmm-hmm.
Mmm-hmm.

I am supposed to be
running a respectable hotel.

Just what do you think Mr. Friedman
would say if he walked in here and saw that

dwarf living
in my lobby?

Do you spend all your time
worrying about Mr. Friedman?

A great deal of it, yes.

McCluskey, I've had
that little twerp on my hands

since 11:00 this morning.

People are beginning to talk.

Good-bye, Herman.
That's signal one.

I asked you a question. Signal one.
Uncle Bernie? Bernie the Butcher?

The guy
that owns the joint.

From Chicago.
Beat it.

What do I do with
the kid?

Put her in my room.

Hello, Bernie, baby.
How are you?

When I'm pa yin' for the call,
I ask the questions.

How's the kid?

The kid?

My niece. Oh,
your niece.

Oh, she's fine.
She's, uh, fine.

What kind of a crowd you got
for the opening tonight?

You'll be very surprised when
you see the figures, Bernie.

A pleasant surprise,
I like.

It's the other kind that
gets people in trouble.

Now listen, McCluskey,
I want nothin' but the best for the kid.

You understand?

A lot of flowers,
a lot of noise.

And I want to read good things
in the newspaper.

Uh, well, Bernie...

And another thing, I want
to see a lot of pictures.

Pictures of people laughin' it up,
like Bernie Friedman

knows how to give 'em a good
time. You know what I mean?

Yeah, Bernie,

That's a terrific idea,
Bernie,

Hot. Hot.

Yeah. That'll be a gas.

You look like such
a nice couple.

We want you to be our guests for
dinner tonight in the South Shore Room.

Well, I don't...
But it's our honeymoon.

Front, please.

But it's our...
Enjoy the show.

But it's our honeymoon.

I know, but you must.
But it's our honeymoon.

Mr. Cranston.

And now,
ladies and gentlemen,

the Villa d'Oro
is proud to present

that radiant new singing sensation,
Miss Chris Lockwood,

If you put, you gotta take.

If you fall, you gotta break.

If you see, you gotta know.

If you stay, you gotta go.

And if you borrow,
you gotta lend.

If you save,
you've got to spend.

For that's how
the concrete cracks.

Yes I know
what I'm speakin' of.

And if you love.

You've got to live.

And if you live.

You love.

If you want.

You've gotta choose.

If you have,
you've gotta lose.

If you know,
you've gotta tell.

If you buy,
you've got to sell.

And if you promised,
you've got to keep.

If you sow
you've got to reap.

That's how the banana splits.

And I know what
I'm speakin' of.

And if you love,
you've gotta live

'Cause you just.

Can't live.

Live without love.

Mr. McCluskey.
Hi.

I'd like to thank you. What for?

Well, it's common knowledge
backstage that you papered the house.

Well,
we usually comp some tables on opening night.

But you were very
good. Thank you.

I, uh...

I'm sorry I was such a pain
in the neck before the show.

Everybody's a little nervous
on opening night.

We've had vocalists come up here
and say that the microphones are flat.

You know,

I think I'm going
to like it here.

You know why?

It's the altitude.

Did you know that up here a
three minute egg takes five minutes?

Oh, now you're
getting personal.

Hmm.

You look very nice.

Thank you.

Getting a little chilly?

Mmm-mmm. Gets chilly up here,
you know.

I live right around the corner,
and I've got a bottle of brandy,

and I thought, maybe... Know
who should've been here tonight?

Besides us?

Uncle Bernie.

Yeah.

Would've been perfect then.

Good night.

Good night.

Doctor, I don't want you
to keep anything from me.

Am I...? 7 Susan,
I don't know how to say this...

Psst.

It's the hardest
thing I ever had to do.

Now just don't spill. I
never spill shrimp. I like it.

Dr, Martin, please
don't worry about me.

I know what
you're going to say.

You all right?

What kind of a question
is that to ask?

I'm trapped in a room with
a kid three solid hours.

Watching the boob tube.
Watching the kid.

I haven't even been able
to go to the bathroom. Shh.

Is it asking too much?

Well, then, put her to bed
and then go to the bathroom.

My job is looking
after you, right?

I'm not supposed
to look after girls.

What're you talkin' about?

There've been girls goin' in and
out of here every day for a long time.

They weren't five years old.

What do you think I am,
some kind of a nut?

What am I asking you to do?

I'm asking you to
put it to bed on the couch.

See to it it goes to
the bathroom.

Then you tuck it in,
you say good night,

you turn out the lights,
then you leave.

Is that such a big deal?

Well, then, do it.
No.

Oh, Floyd...
No.

A fine friend you turned
out to be, Charlie.

Susan, my dear.

Hi.

Hello.

I'm not afraid.

You know what?
You know what?

You're gonna miss
the best part.

The doctor's going to tell her
not to bother with the operation,

because she's going to be deaf as a rock,
anyway, and after that

she's going to be dead.
But she's very brave.

That's because she got a lot
of sleep when she was a kid.

I didn't know that,
and I've seen the picture 12 times.

Well I think it's about
time you went to bed.

Most times I don't go to bed
until television's all over.

Well, my dear,
here you do.

Why?

Because I say so,
that's why.

And it's my apartment,
and I'm bigger than you are.

All right.

Uh, I hope you're big
enough to take your own bath?

Sure.
Mmm-hmm.

Well, the bathroom's that way.

Hey.

Keep it clean?

Okay.
Thank you very much.

What're you doing in there?

Taking a bath. Well,
why does it take so long?

Because I'm a girl.
Oh.

Uh, gypsy,
you forgot your feathers.

No, my pajamas.
Pajamas.

Are you going to spend
all night in there?

I'm all finished.

Hey, uh, isn't that
my hair brush?

Yes.

Yeah, I'll say you're finished,
except for turning out the lights.

Hey, kid.

Come here.

What do you call this?
A bathroom.

No, it's not a bathroom.

It used to be a bathroom,
but it's not a bathroom anymore.

Do you know what it is?
No.

It's a major disaster area.

I don't know
what that means.

Well, I'll tell you
what it means.

It means you and I are going
to have a little G.I. party.

And we're going to
police the area.

Come on.

- I'm gonna be sick.
- Why?

When you have
your own toothpaste,

in your own bathroom,
and no man around the house,

then it's all right
to live like a slob.

Squeeze the wrong end
of the toothpaste,

leave the top off the tube,

and live like a hog.

Hogs don't use toothpaste.

I was married to a hog that used
toothpaste just the way you do.

And what is all this?

I used some of your
bubble bath stuff.

I don't have any
bubble bath stuff.

I found it on the shelf.

I guess it was your mother's.

Uh, yeah, mmm-hmm.
My mother's.

All right,
I'll tell you what we're gonna do.

We're gonna clean
up this mess. Now.

The towels in
the hamper. Check?

Check. Laundry in the
laundry bag. Check?

Check. Shoes in a neat row
underneath your pad, check?

Check. And while
you're doing all of this,

I shall give you
a demonstration

of the use and care
of the toothpaste tube, check?

Check.
Give me the brush.

Who gets to clean
up the bubble bath?

Me. Bring me the tube.

Another thing well-organized
people don't do,

they don't wander around
in their birthday suits

looking for their pajamas.

You're supposed to sleep
on the couch.

You didn't say, "Go to couch.”
You said, "Go to bed."

If there's anything you need,
there's the phone.

Usually somebody reads me a bedtime story,
or tells me one.

Well, we're not equipped for
that kind of stuff here. You know?

But, you've got everything
else squared away?

Bathroom, prayers,
things like that?

I do all that
before I go to bed.

Oh, very good. Right after,
"God bless Daddy."

I said,
"God bless Mr. McCluskey."

Was that all right?

Sure.

Kid, sometimes people have
trouble sleeping in strange places.

I never do.

The important thing
is not to worry about it.

Will my daddy know
where I am?

Oh, sure, I'll tell
him the minute he gets in.

I bet he went home and
forgot all about me.

He's very absent-minded
sometimes.

Well, your mother will
tell him where you are.

We don't have a mother
anymore. She died.

Well, who looks after you?
Babysitters, of course.

When my daddy gets back,

do you know
where we're goin'?

No. To Hollywood.

That's where Disneyland is.

And then, to San Diego,
where the zoo is.

Oh, you like the zoo?

No, I like Disneyland.

Go to sleep.

Good night.

But he had to go back
to San Francisco.

You mean,
you're here all alone? Oh, no.

There's this Mr. McCluskey
I'm living with.

He's the boss of everything.

Yes, I've heard of him.

He doesn't usually have girls
living with him, but I'm special.

Well, you'd have to be.

Uh, tell me,

what's it like living
with Mr. McCluskey?

He's very old and funny.

And whenever you talk to him
before you've had your lunch,

or leave the top off
the toothpaste,

then he looks like this,

and starts talking about the
time he was married to a hog.

Oh.

Well, that's very interesting.
Tell me more.

Well, one day,
he ran away from home.

He did?

No Piper on any flight
in or out of Reno yesterday.

They never even heard of him.

Well, the guy certainly didn't
fly off into the twilight zone.

We checked on the home address
from the registration card.

It's a cheap little hotel
in San Francisco.

Piper and the little girl have
been living there for about a year.

They checked out last Thursday
to go on a vacation

and they're due back
next week.

Well, I think we ought to
call the Sheriff's station.

Let them take the kid.

What are you talking about?
That's no good.

Come on, come on.
Now can you imagine

what the newspapers are gonna
do with a story like that?

Little old tiny lost kid in a great
big old gambling establishment?

Big mushy story.

Big, big picture
way up on the front page.

Big trouble with
the Gaming Control Board.

We can end up sittin' here
without our license.

Why? What did we do wrong?

We find a kid, we turn her over to the cops,
like honest citizens.

Oh, no. No, no.

Mr. Friedman would
not like it.

Mr. Friedman's first rule is,

"Do not call the cops."
Right.

Maybe the guy drove
to San Francisco.

By this time
he could've walked.

I tell you, sooner or later we're
gonna have to call the cops.

Yeah, I guess you're right.

Bernie ain't
gonna like it.

I don't like it either.

You don't like it?

It's not nice
to the little kid.

That little kid is
nervous enough already.

You call in the police?
That's terrible.

Well, now, what do you think
they're gonna do to her?

Throw her into the drunk tank?

Now, wait a minute,
wait a minute. Hold it. Hold it.

Why are we getting
so emotional about it?

Cops are great with kids.

They buy them ice cream,
let them wear their caps,

put them on the desk,
let them play with the guns.

And they call in
the photographers.

All right, hold it.
Hold it.

Now, wait a minute,
let's all of us go back to work.

Now, this is nonsense.

The kid's going to the sheriff. Now,
that's final.

Yeah, but...

Who's gonna tell
that poor little kid?

Well, did I say I wouldn't?

Check?
Check.

Uh, miss?

You better knock this off
and come along with me.

I don't want to have
any trouble with the unions.

But I'm supposed to help
the pastry chef next,

and that's very important.

We're going to make a cake
shaped like the Matterhorn.

Do you know
what the Matterhorn is?

Yeah, the Matterhorn is...

That's a mountain
in Switzerland.

No, in Disneyland.

Penny...

Yeah, Disneyland.

On to the pastry chef.
Disneyland. Hmm.

How'd she take it?
I didn't give it to her.

What do you mean?

Do I have to do
all the thinking around here?

How would it look if the biggest hotel
in Nevada with a staff of 800 people

couldn't cope with one
measly five-year-old kid, huh?

Pretty silly. Bad for
people's reputations.

Bad for business.

Bernie wouldn't like it.

Why 800 cases of bourbon?

The price is going up.

The price of everything
is going up.

Very good.
Any news from security?

On the Piper thing?
Uh-huh.

No news over the weekend.

Where is the kid now?

She's out with Julius.

Julius?

What's he doing up
at 9:30 in the morning?

Lot of people are up early
in the morning these days.

9:00-10:30, riding lesson
with Julius, on a horse.

10:30, snack.

11:00-12:00, swimming pool
with Miss Lockwood.

12:00-1:00, lunch
with Mr. McCluskey.

1:00-1:30, parking lot.
Read that again.

Parking lot. One of the boys is
teaching her to write her name.

Very good.
2:15, nap with Mr. McCluskey.

After that,
she's on the next shift.

Hi.

Oh, hi. Have you seen that
little Piper kid around anywhere?

I wanna give her these.

Oh, she said she'll be late. She
wanted to straighten out her room.

She did that already.

Well, as I understand it,
she put the mess in the closet.

Now, she's gone
to straighten up the closet.

Well, it's just as well. I don't
want her to get too much sun.

She's not used to it,
and you know,

you never know
how much you're...

How much you're getting.
Ugh.

Oh, I'm sorry.
Oh, that's all right.

I'm always sleepy. I don't know
if it's the hours or the altitude.

When do you sleep?

Oh,
I've worked out a new system. I faint a lot.

No,
I get a few hours during the day.

It must be rough on you.

You check the swing shift
at 4:00 am.

And you're up
with Penny at 7:00.

I should think you'd want
to get away sometime.

Mmm-hmm.

I would like to.

Once in awhile,
I'm tempted to take an afternoon off and

go up to the mountains and

take a walk in the snow.

Well, I love to walk
in the snow.

I'd even give up my
afternoon nap for that.

Well! Hard night?

You know better than that. I
haven't had time to carouse.

Daddy-, don't tell me the
things you haven't had time for,

I'm one of them.

Bambi. How long is
this bit expected to run?

Soon as I get rid of the kid
in a couple of days.

Then things will be
back to normal.

Yeah, well,
that's better than nothing.

Look, if it's getting
On your nerves,

think of what
it's doing to mine.

A little patience
and understanding.

Because, inside,
I'm walking in blood.

There's the sheriff's station at
Zephyr Cove. That's only a 10-cent call.

Bambi, I just haven't
had the chance to call him.

I'd call them
right now if I...

You've got it now.

Hi.
Hi, the Lone Ranger.

Look, we've been hearing about
a kid on the loose here at the Villa.

A little girl.

Do you know anything about it?

A little girl?
Yeah.

Uh...

The only little girl
I'd hear about

is one that was
winning at the tables.

That's very funny.

Unless it should get back
to the Gaming Control Board.

They're very square.

Look, if you should hear about any
infant females loose on the premises

you give us a call, huh?
Right. I'll do that.

Give my best to
your wife. Right.

See you later.

Well?
I know.

You're walking in blood.

Look at this place.

Expanding into the next
apartment didn't do much good.

We may have to add
a wing to the building.

Oh, Floyd,
will you stop complaining?

Because, we're one of those
exploding populations.

The dresses for our Barbie
doll take up a lot of space.

And our new tea set we
got yesterday. Don't move.

Beautiful.

I want to remember you always
just as you are at this moment.

I never noticed it,
but you got a mouth just like my ex-wife.

Your ex-wife never had to
put up with what I have to.

If I could put up with it for a
couple of days, SO can you.

Will you stop complaining?
It's only temporary.

So was the tax on cigarettes,

and that was 100 years ago.

Floyd.

The first thing you gotta
learn about life

is not to be bugged by it.

It just isn't worth it.

Life's too precious
and too short.

If I were to let every
little thing bother me,

do you know the condition
I would be in?

It's impossible for...

You know what? You know what? What,
dear?

This thing doesn't work.

It's all right, dear.
I'm talking to...

What doesn't work?

Look.

This was Dave Brubeck.

Did I do something wrong?

Oh, no, no,
you didn't do anything wrong.

It was just some musician friends of mine,
noodling it up after a show.

A private party.
Private recording.

The only copy in the world.
But it's all ruined now.

But it doesn't make
any difference, you know why?

Because, instead of a fabulous
recording session,

do you know what I've got?

Brown spaghetti.

I'm awfully sorry. Oh, well,
that makes all the difference in the world.

What are you looking at?

Daytime.

You know,
when they say,

"Penny for your thoughts," around here,
they mean a Nevada penny.

And that's silver,
and it's about that big around.

I'll be leaving
in a few days.

You don't have to, you know. Julius
will keep you an extra week, if you like.

Mmm-mmm.

Julius is smart enough
to quit while he's ahead.

So am I.

What do you mean by that?

Well, I've got regular
features

and I can sing on key, but nobody is
ever going to mistake me for Peggy Lee.

No, I've got a dazzling career
leading right back to Chicago.

Home.

What are you going
to do there?

What does any smart girl do?

Look for a husband.

That's good.

That's going to be a little
rough on Bernie, isn't it?

Why? What's he
got to do with it?

I don't know, I mean...

What are you going to do? Are
you gonna walk up to Bernie and say,

"Thanks, Bernie," and,
"Good-bye, Bernie," just like that?

I'm sure he'll be very
philosophical about the whole thing.

I guess you know Bernie
better than I know Bernie.

I should think so.

Well, and who have we here?

I'm the princess.

Of course,
I should've known.

Is everybody all right?

I didn't see Steve
at the dinner show.

Shh.
He's asleep.

You shouldn't be watching
television this late.

That's all right,
it's only the wrestling.

You don't need any
sound for that.

You're supposed to be in bed,
asleep. Now march.

Just a minute, princess.
I'll help you with your train.

Do you know
how late it is?

You should've been
asleep a long time ago.

Sometimes it's hard for me
to go to sleep at night.

I think it's because Steve has
been making me take naps all day.

Into bed.

Are you having a good time?

Oh, yeah.

Not getting homesick?
Oh, no.

I like it here.
Well, that's nice.

If there's anything you need,
you better tell me now.

Because in just about one minute,
these lights are going out

and you're going to sleep.

That's not the way
we do it.

You're supposed to ask me
if I've gone to the bathroom

and if I've said my prayers.

Why? - That's
the way Steve does it.

Prayers, bathroom,
hit the pad.

Does he ever tell you
a bedtime story?

He only knows one.

It's about this wicked witch
who was cruel to her husband,

but her husband lived
happily ever after.

Well, that doesn't sound
very bedtime y to me.

But he acts out all the
parts. You go to sleep.

If you sow.

You got to sleep.

That's how the banana splits.

And I know what

I'm speaking of.

So, if you live.

You got to love.

Because you just can't live.

Without love.

There's some
orange juice for you,

but you don't have
to drink it

if you don't want to.

What time is it?

The little hand's on one,

and the big hand's on five.

I slept more than three hours.

The operator said 15 hours.

That was when the big hand
was on 12.

Nobody can sleep 15 hours.

They can
if they're the manager.

Thank you.

You know what?
You know what?

You missed
all the excitement.

One of the dealers had
a baby. Mrs. Donahue.

In the casino? Of
course not. In the hospital.

And you missed
the ambulance going past.

Oh, for Mrs. Donahue?

No. For the person in the car
at the bottom of the canyon.

What canyon?
It was a boy.

No. In the car?

Mrs. Donahue's baby.

Floyd!

Floyd! Where's Floyd?

Chris told him to take
the day off.

Chris told him to take...

Here, hold this.

What has Chris
got to do with it?

She was in charge.

You know what?
You know what?

Chris sang me to sleep last night. Oh,
yeah?

She put the sign on your door
so no one would knock

and talked to the operator,

so0 no one would call
you on the telephone.

She's very nice.
Yes.

I'm supposed to call her
for coffee when you wake up.

Well, call for coffee
when I wake up.

Coffee for
Mr. McCluskey, please.

Thank you.

You know something?
You're very nice.

Now,

let's think of something
nice we can do for you.

What would you like to do
more than anything else?

Disneyland.

I mean, around here.

We can leave word
where we're going,

if my daddy gets back
before we do.

I'll tell you what, why don't you
take off now and let me get dressed,

and we'll talk about
Disneyland later.

All right.

That's what grownups say
when they mean, "No."

Mmm?
Steve.

It comes to this,

even if you could go, you can't,
because you're not her parent,

and I think there's some
kind of law about that.

That's for grown up girls.

Yeah, well,
most grown up girls

have already been
to Disneyland.

You know what that
kid really needs is

someone to take care
of her full-time.

That's not easy.

Nowadays, the only way to
get full-time help is to marry it.

Marriage is for girls
and their lawyers.

You show me a room
full of people

and I'll show you the guys
that are married.

It's a great speech,
but you're in the wrong hall.

Yeah? Well, you show me a guy
with a button missing on his shirt,

he's married.

Show me a guy that looks
like he hasn't had a decent meal

in a year and a half,
he's married.

Because, if you're running for Congress,
I don't vote in this district.

And show me a guy that looks like
he hasn't got a friend in the world,

he is married.

Will you pull yourself
together? I'm not proposing.

You see,
that's what the problem is.

You can't have an intelligent
discussion with a woman

without her bringing it down
to some personal level.

Because I have no intention of
marrying anybody at this time.

Chris, there's nothing personal
about what I've been talking about.

And, when I do,
it'll be because the gentleman in question

asked me.

I think very highly of you,
Chris. You know that.

And for that matter,
seven have already.

You know I don't spend
my evenings with the girls.

And every time
I start thinking about you,

I start thinking about
Bernie Friedman.

Bernie?
How'd he get in here?

Look, I owe Bernie a lot.
He trusts me.

How do you think I'd feel,
trying to beat Bernie's time?

What? You know, you've been
talking crazy ever since we got here.

What kind of a creep
do you think I would be

to try to steal
Bernie's girl?

Bernie's girl?

Is that what I'm
supposed to be?

Chris, all I'm saying is...

You're only saying what
the whole club is saying,

that I'm somebody's little playmate,
is that it?

Oh, no,
no. What they're saying at the club

is that you're...

Bernie Friedman's niece.

Well, that's wonderful, because my
own mother thinks I'm Bernie's niece

and she happens to be
his sister.

Hey, Chris.

Chris, wait a minute.

Yeah?

Tahoe on two.

It's about time
it's Tahoe on two.

Where the hell have you been
the last two days?

Uncle Bernie,

Uncle Bernie,
this is a horrible place, and I hate it,

and I wish
I'd never come here.

Wait a minute.
What are you talking about?

You told me you were
crazy about the place.

What's wrong, baby?
You homesick?

What'd you do?
Lose your money gambling?

I didn't do anything. It's that
horrible Mr. McCluskey of yours.

He's a heel.

What are you talking about? There's
no sweeter guy in the whole world

than McCluskey.

Baby, has that miserable rat
been molesting you?

What do you mean,
I made a pass? Are you crazy or something?

Now, look, that kid
came out there clean.

I want she should
come back clean.

Bernie, I never laid
a glove on her.

Don't tell me
what you didn't do.

Kid ain't hollerin'
for nothing,

I left her not five
minutes ago.

We were having
a friendly argument.

Yeah, she kept saying no
but you kept saying yes.

Bernie, we were discussing
the servant problem.

McCluskey, you can't even tell
a decent lie anymore.

Now, listen to me good,
huh? Get this straight,

I got $25 million
invested out there,

and I got relatives,

Now, I can't worry
about both.

Understand?

Now, you want me to come out
and straighten things out?

If I can get out there, kid,
I'll straighten them out good but flat.

You got problems,
you wanna sleep off a drunk, do it.

But do it today
and get it over with.

Because tomorrow
when you clock in,

I want you to clock in bright
and eager. Give me a day's work.

Bernie, I'm not coming
to work tomorrow.

All right... What?

I'm taking a day off.

Steve, you know what?
You know what?

Hey, kid.

Where you going?

To my room so I won't disturb
you while you're thinking.

I'm not thinking.
Come here.

You know what?
What?

We're going to Disneyland.

Why? Why?

It's the least I can do
for the poor kid

before I hit her
with the bad news.

So, you gotta play Santa
Claus in Blanchard's backyard?

If the kid wants to go to Disneyland,
let me take her to Disneyland.

Floyd, leave me alone.
Will you listen to me?

No, he's a thick-headed
black Irishman

and they won't listen
to anybody.

I thought...

Well, I thought,
maybe if you talk to him.

Look, Chris,
there's nothing to talk about.

I know, you wanna help... No,
no. I'm not thinking about you.

Because I don't care
what happens to you.

Well, that's not exactly true,
there are a few things I'd like...

I should've known you were
Bernie's niece. You sound just like him.

Oh, no, I don't wanna
talk about us.

My only concern
is the child.

If you insist on going on this stupid junket,
I'm going along too.

Now, why would you go?

Well, anyone looking for you is not
going to be looking for a family of three.

And somebody has got to
take care of Penny.

Can you tell me
one cotton-picking thing

you can do for that kid
that I can't?

Yeah.

I can take her
to the ladies room.

Executing a quick flanking
movement around the enemy's left.

- Check?
- Check.

Check.

The important thing will be disguises,
diversions and camouflage.

Because the enemy is sure
to have observation points

that we know nothing
about.

Julius, you shall be in charge of
"Operation Smokescreen." Check.

We must know the enemy

and concentrate our efforts
against his weakest point.

Now...

What is his weakest point?

You knucklehead.

Look where you're going.

Good morning, Cranston.

What's the caper?

You haven't saw
McCluskey, have you?

I was just talking
to him a few minutes ago.

You want me to have
somebody find him for you?

I'm a detective,
I can find people myself.

Mr. McCluskey,
ready on your call to Chicago,

Mr. McCluskey.

No, no, honey. No, no. You see, sugar,
I want a very definite beat there.

A pause. You see,
the whole secret is timing, timing, timing.

Mmm?
Where they at now?

United Airlines,
Flight 903 to Los Angeles. Now boarding.

United Airlines,
Flight 903 to Los Angeles. New boarding.

Swing,
tell Cranston Steve's on the line,

Swing, tell Cranston
Steve's on the line,

Yeah, I got it.

Cranston? McCluskey here. I
hear you've been looking for me.

No, no. Nothing important. I
just haven't seen you around.

I caught some kind of bug or something,
and uh...

I'm down in the steam room.
Wait a minute.

Excuse me. I'm down in
the steam room trying to get rid of it.

You want to come down
and have a cup of coffee?

No, no. No thanks. I just wanted
to make sure you was all right.

Take care of yourself.

Steve! Here he is.
Thank you.

Point two,
successfully cleared.

Check.

Why shouldn't he make it,
he always has.

Well, that's what I mean,
the law of averages.

He'll make it.

Money where the mouth is.

You got a bet.

The car is out there
in plain sight

and you just talked to McCluskey. So,
what's bugging you?

I don't know.
I just got that feeling.

Hmm. Now, stay sharp
and keep in touch.

How does the man at Tahoe
know Mr. McCluskey isn't there?

How does a bug know
it's gonna rain?

Julius,
report to Mr. McCluskey.

Julius, report
to Mr. McCluskey.

What's spooky about that?

Maybe it was his lunch hour.

When McCluskey whistles,
there ain't no lunch hour.

Call Mrs. McCluskey,
tell her he's broken out.

Go on, Cranston.
I'm listening.

And call Tri-State Detective and
tell 'em to stake out the airports,

Sacramento, San Francisco,
Los Angeles.

Los Angeles to Chicago
United Flight 750 is now ready for boarding.

Passenger
McCluskey, to baggage desk.

Passenger McCluskey,
to baggage desk.

How's that for timing?

Gonna call the club now?

In about 15 minutes,
when we get to Disneyland.

Okay.

There's Mickey Mouse.

Hello, mouse.

Hi, Mickey.

Look at the Keystone Kops.
Yes.

Playing the saxophone.

Hi, policemen.

I'm gonna call the club.

I'll get her a hat.

Steve, Blanchard's called four times
and he's on the other line right now.

What do I do? MCCLUSKEY: Okay,
doll. I'll take it.

Have the operator switch
the call to this line,

All right.

What's up? What's the matter?
Are you in trouble, Louie, baby?

I just wanted to know,
uh, how you are?

You really care, don't you?

I'm all choked up.

I ran into Liz awhile back.

Oh, that's terrific. I hope
you didn't damage your car.

And I thought that if you could
make a token payment on the $8,000...

You know me,
Louie. Nothing I hate like an empty gesture.

Good Lord.
What's that?

That's the Queen Elizabeth
pulling away from the pier.

On Lake Tahoe?

On West 50th Street.

It's a new demonstration
record I got on stereo.

It sounds like you got the boat right
in the middle of the room with you.

That'snot
the Queen Elizabeth.

That's a cable car going
up Nob Hill in San Francisco.

Uh, you know, there some
terrific racing stuff on the other side

if you like
that kind of thing.

Now why would he
need a new stereo set?

Why not?

He took $2,000 worth of
hi-fi equipment when he left.

I understand
he uses it on girls.

It was a boat whistle,

and it was a trolley car bell,

and it wasn't a record.

Now where would you find a steamboat
and a trolley car in the same neighborhood?

I've heard
that whistle before.

Give me Tri-State again.
I want to talk to Bassett.

Welcome to
Storybook Land, everyone.

Please keep your hands
and arms inside the boat.

We're about to be
swallowed by Monstro,

the very same whale
that swallowed Pinocchio.

This is how we enter
Storybook Land,

a miniature world of fairy
tales come true. See the village?

Straight ahead is the Swiss
village where Geppetto lives.

Remember Geppetto?

He's the man who wanted a son
so badly he carved one out of wood.

That's his toy shop down in front
where Pinocchio first came to life.

That was the
wooden kid with the big nose.

Straight ahead is Toad
Hall from the story Wind in the Willows.

Down by the water in the stump
of that old tree is Mr. Rat's house.

And here on the left is
the story of Cinderella.

There on the mountainside
is the French village

where Prince Charming came looking for
the girl who could wear the glass slipper.

The large house

is the chateau where Cinderella
lived with her wicked stepmother

who kept her locked up
in that high tower.

And way up on top of
the mountain is Dream Castle.

Isn't this exciting?

Yes, very.

I have a morbid
fear of heights.

Oh!

Not on this?

Madam, on a footstool.
Ooh.

Have an apple, deary.
Have an apple...

Ah.

This is fun.

Oh, boy.

You like that ride, huh?
Yeah, I like it.

Uh, we're going
to do it again.

Come on,
here we go. You in? Okay, captain.

Well, I think we've covered
about everything, girls.

Why don't we go back
to the main gate, huh?

You know what?
You know what?

We haven't been to
Tom Sawyer's Island yet.

Steve's right, darling. It's getting
late. We have to be starting back.

But Tom Sawyer's Island.

I was saving that
for the last.

Now look, we're not...

We are not going to Tom Sawyer's Island,
and that's final.

Look, Steve,
a waterwheel.

The tree house!
The tree house!

Look at the real tree house!
Uh-huh, a tree house.

Hey! McCluskey!

Uh... Penny!

Come on, Penny.

Hey, McCluskey! Hey,
wait a minute, McCluskey!

Hey, wait a minute!

Why don't you watch
where you're going?

McCluskey!

Will you let go of me,
lady? Lady!

Oh!
Lady!

Get off my foot!

McCluskey!

McCluskey!

What's the matter with you
here? This is a one-way bridge!

Hey, the Americans here!

McCluskey!

McCluskey! Wait a minute!

Order,
arms! Indian attack!

Quick, in here!

Sir, you can't get on
without a ticket.

What? Yeah,
but... You can't get on without a ticket.

Steve.

McCluskey!
Stop that raft!

Hey, you gonna stop that raft?

There'll be another one along any minute,
sir.

McCluskey! McCluskey!

Hey, buddy! I'm a
cop. Follow that raft.

Now what?
I don't know!

McCluskey!

We'll meet you
at the station.

Hey!

Stop that mushroom!

Ew!

Which way is the main gate?

Thank you.

Hey,
come back herel

Hey, McCluskey!

Oh!

Hey, bud, what're you doin'
in my canoe?

Hey!

Hey, lift this up!

Lift it up! Hey!

Sayonara.

Hey!

Hey, kid.

Follow that car!

Hey, hurry up! Hurry!

Faster, kid.
Faster! Faster!

Oh, watch the road.

Come on, move it, fella.

Put your foot in it.
Let's go!

Hey, McCluskey!

There he isl!

Stop! Stop!
Hey, you can't stop here!

Hey, come back!
Don't park it there!

Hey, what about
the car?

There's Steve!
There's Steve!

Hi, Steve!

Hello.

Everything all right?
Let's go home now.

Welcome to Disneyland,
McCluskey. How are you?

Steve, run!

Cousin Norman! Oh, my cousin Norman,
I haven't seen him in...

I don't know this woman!

Lady, I don't
know you, woman!

He ran away from home.
Lady, I... McCluskey!

Penny, come on!

Penny.

I want a balloon!
I want a balloon!

Okay, here.

I'm not her cousin! Do
you remember Aunt Harriet?

My name is Bassett!

Angel,
you're perspiring.

And out of breath
from running.

Ah, Steve,
I wanted Bassett to flush you out,

but there wasn't
that much of a hurry.

Did she have to come along?
I'm the sponsor.

I'm paying for the whole show.

Think you'll find everything
there except the warrant

and this gentleman has that.
Steven McCluskey?

No, Snow White.

I can identify him, Officer.
I'm the injured wife.

Are you the witch?

Which witch?

Steve was married to a witch once
who sometimes turned into a hog.

But mostly she was
just a witch.

Stevel!
She's just a child.

Oh, Steve, I'm sorry.

There's one of 'em,
Mr. Blanchard. All right, all right.

I hate to mess up
your whole day, Steve.

Yeah, I can see that. You're confused
between two different things, dear.

When Steve says "witch,"
that might mean me.

If you're sure you've got the
right one. Is that Louie Blanchard?

That's him there. Why do you have
to make a snide remark like that for?

Now can't we keep it friendly?
Who are all these people?

That's Steve McCluskey,
the big gambler.

I'm only saying that your taste gets
more eccentric as you grow older.

Liz, that's been our problem
from the very beginning.

You had fun
at Disneyland too?

Like the kind of
female companionship.

Now Liz, there's no need for
that kind of... Will you butt out?

I can handle my own action.
Aw, come on, Steve,

what kind of way to talk
is that? I'm your friend.

What're you talking
about, you fink?

You served your papers, okay.
Oh, come on, Steve.

Why don't you beat it?

Any time I wanted to, Steve, I could've
got you just as easily on Nevada papers.

You mean all of this
was for nothing?

Sure, come on, baby.

Seen your picture
in the papers?

Oh, thanks a lot.
I'd have missed it.

If it hadn't been for you

and 35 other people
who showed it to me already.

I really don't think that beatnik
outfit does much for you.

Well, look who's talking.
The Duke of Windsor, huh?

Don't knock the outfit.
It cost me $10,000.

And worth every nickel of it.

Now you can go to Disneyland
anytime you like!

Here's another one
for your collection.

Yes, sir, I'll have him call the
Governor the minute he gets in.

The whole state
is looking for him.

Plus three wire services, two newsreel
companies and The New York Times,

Oh. Mr. McCluskey!

Later, later.
But the Governor!

We've heard from everybody
but Bobby Kennedy.

Well, you worry about him. I'll
worry about Bernie Friedman.

Come on, come on!

Look alive, look alive!

Hello, operator.

Operator, tell Mr. McCluskey
Bernie's here. Bernie Friedman!

Hello, Mr. Friedman.
Play, play!

Ah, will ya,
will ya?

Ah, Mr. Friedman. "Ah,
Mr. Friedman.” Yeah, big deal.

Good to see you, Bernie.

Bernie, baby!

Good morning, playboy of
the western world.

Bernie, what a coincidence. Come in,
dear boy, and shut the door.

I was just gonna call you.
McCluskey, you are beautiful.

I look at you,
I get all choked up.

Don't stand there. Come in.
Sit down. Have a drink.

Kiddo,

you are spectacular.

Let me look at you.

What did I always say?

You tell me.
What did I always say?

You always...

I always said no ordinary dope
can run my store for me, right?

Right. Kiddo,
an ordinary dope you are not.

You know what you are?

You're a swinger.
I look at you...

You wanted to decorate your
office like some ladies' magazine?

Okay.

You want to pick fights
in parking lots?

Okay.

You want my club
should go to rack and ruin

while you are 400 miles away playin'
around with some Mickey Mouse?

Likewise, okay.
Bernie.

Or if you want to get
the whole State of Nevada

hollerin' to take away
my gambling license.

Hey, this, too,
is pretty good.

But to do all of this on one day
and still have time enough to get

my niece's picture on every
front page in the country?

Could an ordinary dope
do this? No.

This takes a super-colossal
genius of a dope.

Bernie, I can explain.
What?

Why explain to me?

Who am I?

Am I the press?

Am I the Civic
Betterment League? No.

Am I the Juvenile Courts?
No.

Am I the, uh...
The State Gambling Commission.

State Gambling Commission,
which is looking to take away my license?

What you want to
explain to me?

Who am I?

I'm just the poor pigeon whose whole
life savings has gone down the drain.

You're making
a Federal case...

Do me a favor.
Shut up!

Bernie, will you believe me when I... Oh,
no. No.

Me, you believe.

Answer it.

Maybe it's good news like
maybe the joint is on fire.

Look what you did
to my desk. McCluskey.

Uh, who? Who?
Who is it? Who?

The District Attorney.

Have him come in. Maybe
we could use a pallbearer.

Have him come in. Maybe
we could use a pallbearer.

Aw, don't be smart.

Listen to me.
Listen to me good.

I give you
my word of honor.

I give you a solemn vow.

Now look. Even everything
should clear up,

you know, my gambling license,
the welfare people,

my sister Rosie's heart condition
from the pictures in the paper.

You are through. You know,
when I say through,

I don't mean like,
"You know, you're through."

I mean through!

Nowhere in the whole state
of Nevada do you work again.

You dig what I'm saying?

In the whole industry,
you are out!

Come in!

Hi, uh, Mr. Packer.
Mr. McCluskey.

Mr. Packer.
Serve him.

Mr. Packer, this is Mr. Friedman,
the owner of the club.

A pleasant surprise!

Cavanaugh, give Mr. Friedman
one of the John Doe summonses.

Thank you very much
for the introduction.

That's all right.
What's this for?

This is a civil matter. A hearing
tomorrow morning at Minden, to establish

whether or not one Penelope Piper,
a minor child,

is or shall be
a ward of the State.

Well, why?
This is the first step

toward finding a decent
home for the child.

There are a number of
possible charges, running from

contributory delinquency to a
possible charge of kidnapping.

What are you talking? Nobody
grabbed the kid in off the street.

Then the Gaming Control Board
of the State of Nevada

will go to work on you.

When they will determine
whether the Villa d'Oro

shall have its gaming
license revoked

under the terms of
Regulation 5,

Section 5.010,
Methods of Operation. Oh.

Something wrong, Mr. Friedman?
Oh, nothing.

Just a slight hemorrhage.

Now if you'll get
the child ready,

Mr. Cavanaugh can take
her down to the County Seat.

Well, why do you
have to do that?

To have some
responsible family

take care of her
until the hearing.

Want me to call Floyd so he
can come in and help you pack?

I always pack by myself.

What's Minden?

Minden is a small town
down in the valley.

Am I going to stay all night?
Mmm-hmm.

Why?

Well, because you're gonna have
to get up awfully early in the morning,

Penny, to be in court.

What's a court?

That's where a lot of people go
to decide what they're going to do.

What do they have to decide?

Well, they have to decide
what they're going to do

in case your father
doesn't come back.

My daddy always comes back.

Yes, but suppose, Penny, uh,
suppose he doesn't come back?

Well, it wouldn't
be his fault.

My Mommy couldn't come back

and nobody's mad at her.

I'm not sure I can get her in.

Well, you can carry her
under your arm.

Why don't you go
and get your coat?

Will there be a judge and a jury
and Perry Mason and all that?

Uh-huh. Well, no,
I don't think so.

I think what there'll be
is just a judge.

Are you gonna be there?

Mmm-hmm.

Because if you don't go,
then I won't go.

Hi.

Uh, Penny, this is
Mr. Cavanaugh,

and Mr. Cavanaugh is a Deputy
Sheriff and he's gonna drive you

to Minden in his,
uh, police car.

You're gonna spend the night
with me and Mrs. Cavanaugh.

Is she nice, too?

Uh-huh.
And another thing. Uh,

if she wakes up at night, uh,

you don't have to
go in to her.

All you have to do is holler, "Penny,
go back to sleep,” and she'll go right back.

Okay. Uh,
the important thing is that

she just knows somebody's
around. You know? Yeah.

Okay?
Okay.

Penny,

now, I want you to remember
everything I taught you.

Right?
Yes.

The bathroom,
the shape you found it in. What else?

Keep the top on
the toothpaste. Right.

And don't interrupt people.
Right.

Good-bye, Penny.
Now, be a good kid.

Okay?

Bye, Steve.

I don't want to go.

There, there, Penny.

Everything's gonna
be all right.

Everything's gonna
be just fine.

Okay?

Okay?

Come on.

Come on, huh?
I'll see you tomorrow.

Good-bye.

Car 17,
check abandoned auto at the airport,

Car 17, check abandoned
auto at the airport,

Hi.

Hello.

You got a minute?

Come in.

It's going to get a little hectic
tomorrow and I thought I'd, uh,

see you before I went.

Would you like some coffee?
Uh, thank you, no.

I wanted to thank you, uh,

for everything you've done.

Uh, Penny, Disneyland.
It's nothing.

And I'm sorry I got your
picture in all the papers.

In fact, if I went down the list of
the things I've done wrong, why,

you wouldn't have time
to dress for the show.

And another thing,

you know the other day
when we were down at the lake

when I was popping off
about people getting married?

Uh, well, I wanted... Well,
I told you that, uh, uh,

there was nothing personal
about what I was saying.

Well, that isn't what
I was angry about, anyway.

Because at the time,
my problems were of a different nature.

Since they've been
cleared up, ah,

you see, I don't feel
that way anymore.

That's very nice.

Uh, where will you be
going from here?

Oh, I thought when Bernie was ready to leave,
I'd go home for awhile.

Oh, home.
That's very good.

Chris?
Hmm?

Do you mind very much
if I call you or...

Or wrote you every
now and then?

If you like.

Why?

Why do you always
have to say why?

Do you have to have a
motive for everything you do?

McCluskey, for once in your life,
don't talk in circles.

If you've got something to say,
come out and say it.

You're absolutely
sure of that?

As sure as we can
be, Your Honor.

The search was conducted by
the police here and in California.

They wanted to notify
Mr. Piper's next of kin.

I see.

Except for the little girl,
there just wasn't any next of kin.

You're aware, Mr. Friedman,

that the laws of Nevada are quite strict
about minors in gaming establishments.

In a case such
as we have today,

who is responsible?
Who else?

I beg your pardon?

What I mean, Judge...

You can pass the buck up and down,
and back and forth,

but when you get to Bernie the Butcher,
you can't go no further.

Is that what they call you,
"Bernie the Butcher"?

Yeah, Your Honor.
Why?

I'm in the meat packing business 37
years. What are they gonna call me?

"Bernie the Baker"?

And, uh, that was when?

A week ago yesterday.
Hmm.

And at that time
you specifically asked.

Mr. McCluskey if such a
child were on the premises?

Uh, yes, Your Honor. Mmm. And,
uh, what did he say?

Well, he didn't say no.

But he didn't say
yes, either.

Now, Mrs. Cavanaugh, when your
husband brought the child home last night,

uh, what could you say
about her condition?

Not a word, Judge.

She was neat as a pin
and wearing a new dress.

Looked healthy, but
she was a little homesick.

Oh, wanted her father?

Wanted Mr. McCluskey.

What makes you think
your father isn't coming back?

Just the way Steve
was talking about it.

Most times when people say suppose,
that means it already is.

Tell me, Penny,

when you were with your father and he
had to go to work, who took care of you?

Oh, that was no problem.

In hotels, the room service
was always very nice to me.

And whenever we were in an apartment,
then there'd be sitters.

Well, were they nice?

You know how sitters are.

Well,

a big, noisy place like
the Villa d'Oro,

I should think you'd have
found it quite confusing.

Just for awhile.

It's awfully fussy
for a hotel.

They've got rules about
when I eat and what I eat,

and what time I go to bed and what
time I get up in the morning, and naps,

and vitamin pills, and where you're
allowed to go and where you're not.

Well, where can't you go?

Well, if you go into the casino,
the cops will come and drag you off to jail.

Well, who figured out all
these things for you to do?

Steve is in charge
of all that.

Steve is in charge
of everything.

Everybody says he's a bit picky,
but he isn't really.

All you have to do is learn all the rules,
then he's no trouble at all.

I must reprimand Mr. McCluskey for
not having immediately relinquished

the little girl to
the proper authorities.

But at the same time,

I must commend him for the
conscientious care he's given the child.

Well, so much for that.

As to the point in question,

it's the finding
of this court

that Penelope Piper is
a ward of the State of Nevada,

and shall be relinquished to the
care of the State Welfare Department.

Um...

Do you have a question,
Mr. McCluskey?

Uh, yes, sir. Uh,
where does she go from here?

Well, I hope she'll go
into a nice foster home

with someone who will
wish to adopt her.

There's no way
that I could adopt her?

Well, it hardly
seems feasible, Mr. McCluskey.

Because I'm a gambler?

Not at all. I have
nothing against you,

legally, morally
or personally.

I wish you could take the child home
on probation starting today, but you can't.

I can't?

Of course you can't. Far as
I can see, Mr. McCluskey,

you have no home
to take her to.

This child doesn't need any
more hotel rooms and babysitters.

She should have a real home,
with real parents, and a normal healthy life.

Can't you see it, kiddo?
Try to visualize.

We build a whole new wing
for the customers' kids,

you know, with a nursery full of formula,
kitchen, games for the children,

pool tables and whatnot. I'll
change all the signs. Excuse me.

It'll read "Friedman's Villa d'Oro.
Come and bring the kiddies." Huh?

What? Ha-ha. Sounds
great. It sounds terrific.

But I don't know what you're
talking to me about, Bernie, I'm fired.

He's fired? Listen to this,
he's fired. How can I fire a relative?

It's tough enough
working for friends.

Oh, I see. You want a raise. Okay,
you got a raise.

Would you excuse me?

Will you stand still
a minute so we can talk?

Remember what you said?

"I take a vow that if everything
gets cleared up, you are out.”

Bernie, you can't go back on a vow like that,
you know it.

I see this.

You want a piece of the action,
a percentage. Oh.

Okay, you're a partner.
Here.

Well, well, what you...
You're a partner.

I just said you're a partner.

Bernie, I don't want
to talk about it now.

When're you gonna talk?
Well, in a few days.

Look, I'm doing
this for you.

What is it to me?
I'm an old bach...

Will you stop shepherding me?
Leave me alone for awhile, will you?

Look, I'm not shepherding,
I'm trying to help.

What am I, a caddy? Watch 'em.

Will you wait a minute?

I'm trying to talk to you
like a Dutch uncle.

Now look, you got to start
thinking like a man with a family.

What kind of a percentage
did you have in mind?

We wouldn't be talking gross.
I didn't hear you.

I said we wouldn't
be talking gross.

Uh-huh,
fine. Why don't we talk in a couple of weeks.

Couple of weeks? What you mean? Bye,
Lucille.

People are waiting to lose. What
do you mean a couple of weeks?

Will you hold... Stevie!
Will you wait a minute?

I'm trying to talk
to you like a friend.

Gross.
Net.

Gross. Come on, who gets gross?

I do.
He does.

What are you, standin'? You
standin'? What are you, standin'?

Steve,
take care of yourself. Right.

Hey, Steve.
Later.

You sure you got
everything? Get outta here.

Come on, don't make
a Federal case out of it.

Good-bye, sweetheart.
Good-bye, Uncle.

Good-bye, little one.

Hey, Sharpie,
have a good honeymoon.

Yeah.
Where you going?

Disneyland.

Good-bye, Uncle Bernie!