Chicken out?
- Joe's not gonna chicken out.
- He's no chicken.
You ready, Joe?
We don't have to do this, Fontana, I mean...
I'm sorry I made a pass.
I know Emily's your girl.
I'm real glad you noticed.
You think you're real tough, don't you?
Bobby, please.
For the last time, please don't do this.
- My honor's at stake.
- I love you.
Joe knows that.
This isn't going to prove anything.
Hey, Emily, don't worry. I got it covered.
Don't chicken, Bobby!
Hey, Bobby, take her with you!
Oh, shit!
Sonny.
Got a light?
This way to Uptown.
This way to Uptown.
Hey, what's going on here, Jack?
Where am I?
- What's your name, son?
- Bobby. Bobby Fontana.
One of Rafferty's boys.
Please step aside.
Hey. Watch the jacket, Bub.
You can kiss that cough good-bye
in Uptown, Mrs. Hardison.
I'll be so happy.
I've suffered such a long, long time.
It makes your heart feel good, doesn't it?
Hey, this Uptown sounds okay.
Maybe I ought to check this out.
This Midtown traffic's getting impossible.
Got to get the big chief
to put a cycle lane in here.
Lane? You need a highway, fella.
Who taught you how to ride this thing?
You almost killed me.
You must be Bobby.
I'm Rafferty.
Hop on. We got some serious talking to do.
Dead! What do you mean dead?
Mister, you shouldn't be riding a bike.
You could really hurt somebody.
I haven't lost anybody yet.
Come on.
I suppose everyone else in here
is dead, too?
As doornails.
We're all spirits.
Spirits got to eat, too.
Look, kid,
what's the last thing you remember?
Race.
Yeah, I was in a race.
It was no contest. The guy chickened out
halfway. I kept going.
You know, for the crowd.
- Anyway, I was about to bail out when...
- Here, try the linguine.
Pretty good.
What's wrong? You don't like Italian?
Emily.
Oh, yes. She was a cute one, all right.
Tough break, kid.
- I got to see her.
- Sorry, that's impossible.
You don't understand. I need to see her.
There's something I gotta tell her.
Son, you've already told her
all you ever will.
So this is it?
Well, to tell you the truth,
I was expecting something different.
You know, like angels and harps
and that kind of stuff.
No, that's in Uptown.
- You don't mean I'm...
- No, this is Midtown.
Sort of a way-station, just temporary.
- So I'll be moving on?
- It's not that easy, Bob.
The big chief doesn't think
you're quite ready yet.
Which is why he sent me down here.
What's the matter,
he doesn't like my clothes?
Let's just say you have
a few strikes against you...
and until you square yourself
to his satisfaction, you're sort of stuck here.
So what does he want me to do?
Carry out an assignment.
Something especially suited to your...
- abilities.
- Okay, I'm game.
- When do we start?
- I was coming to that.
You're gonna have to ride the train
until we find an assignment for you.
What?
It's the only way we can keep Midtown
from getting overcrowded.
- Where does it go?
- Around.
Well, how long I gotta stay on this thing?
- It could be a while.
- Get me out of here!
Open the door!
There's a fucking viking in here!
Lenny, what are you doing?
How many times do I have to tell you?
First the lettuce, and then the tomato
and then the onion.
What do I gotta do, write it down for you?
- I'm sorry...
- Look, no sorries. Just get it right.
I need six cheeseburgers
and seven Cokes, pronto.
Two with no tomato, one without onion...
two with no mustard, and one with no mayo.
And the no-onion wants no ketchup.
- And a large fry with extra salt. Got it?
- I hope so.
- Do you want some help?
- Melissa, I need you out front.
All right. Let me just get this takeout order.
Thanks for the offer.
Never mind. Get out of here.
Please, get out of here.
Get out of here. Go out there and help her.
I'll handle this. And try not to screw it up.
- I'm not doing so good, am I?
- You're doing fine.
- I don't think Max likes me too much.
- Max doesn't like anybody.
I don't know why you waste your time.
She doesn't know you exist.
Yeah, but someday she will.
Yo, Barnes. Who let a wuss like you in here?
- I work here.
- Christ, what a joke.
Max must be desperate, huh?
Barnes, man, I didn't give you permission
to look at Sharon.
All right, man.
Are you gonna take our order...
or you just gonna stand there
looking stupid?
What would you like?
I thought you said
this was gonna be a smooth trip.
It's those damn fluorocarbons.
They've been kicking hell out of the ozone.
These people, they don't give a damn
about their environment.
Hey, I'm glowing righteous.
The end is near, dude.
- Death rays!
- Yeah, but I, like, been totally...
There have been some changes
since your day.
No shit.
Let me tell you something, man.
This shit is so fine...
it's going to turn your head inside out,
upside down, in every which way.
It's going to totally destroy your mind.
- Where are we, Mars?
- No, Fort Lauderdale.
- Whatever happened to Elvis?
- He's Uptown.
I'm not so sure about these changes.
Well, some I can live with.
Hey, nobody can see us, right?
Not unless you want them to.
However, the rule is...
you reveal yourself
only to your assignment and no one else.
Will you give me a break? I've been
on the subway for a long, long time.
Try a cold shower, it still works.
Hey!
Watch it, jerk!
Let him come.
You asshole.
What a spazola!
So...
Who's it going to be?
Which one of these lucky kids
is my assignment?
The spazola.
I don't ever, ever, want to see your face
around here again! You understand that?
Not unless you're a paying customer.
You know Max
really doesn't mean that, Lenny.
Now, go on, beat it, schmuck.
- Maybe he does.
- See you, Melissa.
- Wiener!
- See you, Barnes!
"Alas, that love, whose view is muffled still
"Should, without eyes, see pathways to his
"Where shall we dine?
"Here's much to do with hate
But more with love"
You gotta watch that first step, kid.
It's a nasty one.
- Sorry about that.
- It's okay.
- I guess I owe you my life.
- Forget it.
All in the line of duty.
- But, if you hadn't been here, I would...
- Yep.
You'd be a pile of hamburger.
How did you do that?
I'll be seeing you.
Where are you going?
- Got a train to catch.
- You from out of town?
- Yeah, you could say that.
- Look, I want to thank you.
Sure thing.
Wait, I don't even know your name.
- Going somewhere?
- Yeah, Uptown.
No, you're not.
- Well, I did my job, right?
- Wrong.
What? What do you mean "wrong"?
Saved his life, didn't I?
What else am I supposed to do?
Become his friend.
You got to be kidding me.
He needs somebody to talk to.
Well, buy him a German shepherd.
He thinks that he's worthless.
Well, he might be on to something.
It's your job to show him he's not.
- How am I supposed to do that?
- That is up to you.
I've been stuck on a subway
all these years for this?
Why couldn't you send me down here
to rescue some orphans or something?
Rafferty, it ain't going to work.
I mean, I got nothing in common
with this kid.
He's a complete square.
He even puked on me.
He is your assignment.
- What if I don't take it?
- You want to go Uptown, don't you?
You're on your own, kid.
"But soft!
"What light through yonder window breaks?
"It is the east
"And Juliet is the sun!
"Arise, fair sun
"And kill the envious moon
"Who is already sick and pale with grief
"That thou, her maid
art far more fair than she"
"That thou art far more fair than she."
What does Shakespeare mean...
by these words that all but sing
with lyric beauty?
Mr. Gallo?
Beats the hell out of me.
Lenny.
It means that...
that as beautiful as the moon is...
it pales beside the beauty of his ladylove.
Exactly.
Smart kid.
But still a spaz.
- Gag me.
- Who's getting married?
Wedding cake at lunch?
Maybe it was Debbie and Professor Walker.
Hey, kid, knock it off.
Rafferty?
- Where are you?
- 97 F.M.
I'm keeping my eye on you. Understand?
Hey, will you cut me some slack?
No fooling around, understand?
Stick to your assignment.
That's what I've been doing, Rafferty.
You can count on me.
Rafferty.
Rafferty?
Lenny.
Lenny, guess what Mr. Finley told me
after class?
Hi, Melissa.
He said that you analyze literature
better than anyone he's ever had.
Ever.
Isn't that exciting?
Yeah, I guess.
He's saying you're really special.
Yeah, right. I'm so special,
how come everyone thinks I'm a jerk?
- Nobody thinks that.
- Come on, Melissa.
Nobody cares about that stuff.
- I do.
- Yeah, but you're different.
Look, I have to go.
Let's get together later.
Maybe we can study or something?
Yeah, okay.
Hi, Sharon.
What do you want, douchebag?
- Nothing.
- Then what are you doing here?
I came to apologize to Sharon
about last night.
Okay, she heard you. Now move it.
You hard of hearing, pecker-head?
I said, "split."
Watch this.
I hope you're not thinking of taking
another dive.
'Cause I ain't going to be down there
to catch you this time.
Where did you come from?
Let's just say I dropped in.
Sorry I was in such a hurry this morning.
My name is Bobby.
Lenny.
Nice view you got here, Len.
Yeah, it's okay.
Must be good for thinking.
Yeah.
Look, Len, let's cut the shit.
You need a lot of help,
and that's why I'm here.
I've been watching you.
I know how you feel
about that chick, Sharon.
- You do?
- Yeah.
And I could fix it so she'd go out with you.
I might even fix it so she'd fall for you.
- You could do that?
- Yep.
I can do a lot of stuff.
Wait a minute.
- Who are you?
- This morning when I caught you...
- how do you think I did that?
- I don't know.
Well, I can do that because...
I am not of this Earth.
- Not of this Earth?
- Yeah.
You know, dead.
- I have to be going now.
- Wait, I'm not finished.
I've got this play to read, and my brothers,
I have to make them dinner.
Look, kid. This is no bullshit.
- It was nice seeing you again.
- I'll prove it.
This jacket is real special to me, kid.
Now, don't take your eye off of it.
Because I'm going to make it fly
like an eagle.
Great trick.
Now I remember. Rafferty said you have
to do something with your hands.
See that tree?
I'm going to make it disappear.
Rafferty said there was a knack to it.
Well, maybe you should try something
a little different.
Something easier. Like, you know,
make it rain, or turn yourself into a duck.
Don't piss me off, kid.
What are you doing?
I've been too ambitious.
That's my term paper.
What are you doing?
Trust me.
Check it out.
Got any tape?
- That's it. I'm going!
- Wait.
I just had an idea.
I should've thought of this before.
The next car...
that comes down this road...
is going to go right through me.
Hey, you don't have to do this. I believe you.
I said I believe you.
Get out of the way!
I may be dead, but I ain't crazy.
Damn it! I don't know what's wrong. I mean,
Rafferty told me I had all these powers.
Maybe you just need more practice.
Hey, let me get Rafferty down here.
He'll explain everything.
No. That's okay. I mean,
I'd love to meet the guy and all, but...
like I said, I've got a lot of work to do.
I'll tell you what, when he gets in town...
give me a call. I'm in the phone book.
And we'll all go out for pizza
or something. All right?
Look, kid, now you're really starting
to piss me off.
You think I want to be doing this? No way.
But I want to get to Uptown, see?
And the only way I can do that is by
following the rules. So that's why I'm here.
Personally, I think I'm wasting my time
with you.
Personally, I think
the whole thing's hopeless.
What the...
- But why me?
- Like I said, I was assigned to you.
But I'm not in any real trouble.
From what I've seen,
I'd say you're in serious trouble.
- How come I didn't see you in school today?
- I didn't want you to.
So you can appear
and disappear just like that.
Yeah. And I'm only allowed to do that
with you.
Must be Japanese.
The way I see it, you got one major problem:
No confidence.
You got no confidence
because you got no style.
- But we're gonna change all that.
- How?
Same way we're gonna get
that cute little blonde to notice you.
I'm gonna give you a new image.
I'm gonna give you flash.
I'm not sure I like this.
- Why not?
- It's not me.
You want to be you? Okay.
I like it. I like it.
I like it. Honestly, I really like it.
Pretty cool, huh, kid?
Yeah, I'll be the only kid in school
with a bullet-proof head.
What's wrong with my bike?
You can't pick up chicks on a bicycle, kid.
- How you gonna make out at a drive-in?
- Well, I've never been to a drive-in.
Ain't she a beauty?
What do you think?
Will she run?
When you passed away, it couldn't
have been in a car accident, could it?
- Yeah, how did you guess?
- Just a hunch.
Must be Japanese.
School is in session.
Lesson Number One:
You own the joint.
When you walk into a room
you want all eyes on you.
You want everybody in that room thinking,
"Hey, who is that kid?"
Second rule: You always look like
you got everything covered.
Chicks like to think you got all the answers.
- When exactly was it that you passed away?
- Why?
Well, that's just, sort of,
old-fashioned thinking nowadays.
Hey.
Now, it worked for me.
It's gonna work for you. I guarantee it.
Now, watch.
Hey, good-looking.
You're too fine to be sitting here all alone.
See. It's all in the moves.
- So what do you say?
- I got it covered?
Hey, good-looking.
You're too fine to be sitting here all alone.
She's not, asshole.
You're doing great, kid.
- Let me know when I'm doing bad.
- You gotta expect a little disappointment.
Goes with the territory.
- So do my appendix.
- Hey, look.
This is it, kid. I know you can handle this.
Hi, there. Hey, good-looking.
My name is...
Man, I have never seen
a chick that ferocious in all my life.
- I don't think this is gonna work.
- What kind of talk is that?
- It's called intelligence.
- Come on, kid. You gotta give it a chance.
I've been taking you to the wrong spots, kid.
Now this is the kind of place
where I used to hang out.
Chicks in here
know how to treat a man right.
- You go ahead. I'll be there in a minute.
- Okay. But don't wait too long.
You're on my turf now.
Lot of changes.
- Something the matter?
- Wrong turf.
Maybe we ought to call it a night.
Hey, this is some bitching car.
We could sure use a ride to the boulevard.
Stretch. Hold on.
Four. Three. Now back in two.
A lot of changes.
Did you see the way
she was hanging on me?
I mean, she was all over me.
- Was I looking good or what?
- You did just fine, kid.
In fact, there were moments tonight,
when you almost reminded me of myself.
- Really?
- Yeah.
- You definitely got potential.
- All right.
Of course, you got a ways to go.
I mean, Rome wasn't built in a day.
And make no mistake, you definitely were
in worse shape than Rome.
- This cigarette tastes funny.
- Where did you get that?
- Off some kid at Max's.
- Here, I think you're doing it wrong.
Damn, what are you trying to do,
kill yourself?
- That's the way you're supposed to do it.
- What is this stuff?
It's called grass.
- I'm smoking somebody's lawn?
- No. Go on. Just take a hit.
I think I'll stick to Camels.
What is this stuff supposed to do, anyway?
Must be strong stuff.
What happened?
It's called getting high.
Lenny. Is everything okay?
Yeah, Mom, just laughing at a book.
Well, if it's so funny,
let me read it when you're finished.
Emily.
- Honey, have you seen my glasses?
- Yeah, they're on the nightstand.
Oh, no.
I'm gonna be sick.
Bobby!
Rafferty, are you there?
Rafferty.
Where you going?
What's going on here?
What happened to you?
Hey, Dad, there's a strange smell
coming from Lenny's room.
- If you know what we mean.
- Hey, back to bed, you two.
Mustard?
You know, you're jamming up
all the frequencies there. What's up?
I just saw Emily.
Why didn't you tell me?
We figured it would be better
you found out for yourself.
Yeah, I found out.
She's married to Joe Barnes.
That meathead's the kid's father.
Look, I don't know whose idea
of a joke this is, but I want out.
- What about Lenny?
- Find somebody else to be his friend.
- If that's the way you feel.
- That's the way I feel.
- What? This is some kind of test, isn't it?
- You could say that.
I should have known.
You guys are famous for stuff like this.
- We knew it would be difficult for you.
- Difficult?
I thought I was over her.
Let me talk to the big chief.
I'll see if I can get you another assignment.
You do that.
Well.
I'll get back to you as soon as I can.
Now, let me get this right.
He gave you the car
and the clothes just like that?
- For free?
- Yes.
What is this guy,
some kind of Good Samaritan?
One question.
- Are you dealing drugs?
- Joe, don't be ridiculous.
Well, you explain it then,
because I sure don't know what's going on.
Let me handle it, dear.
Be my guest.
- This friend of yours...
- Bobby.
- Bobby. Do you know him from school?
- Not exactly.
Does he have a last name?
I can't remember it.
- Do you know where his family lives?
- I don't know.
- Are you in some kind of trouble?
- No, Mom.
You can tell me.
I thought we didn't keep things
from each other.
Okay.
We'll talk about it tomorrow.
Don't worry about it, Mom, really.
I got it covered.
- What?
- I got it covered.
Something wrong, Mom?
No.
Good night.
Bobby?
Bobby?
- All right.
- Some hot wheels there, big brother.
- Where did you get them?
- From a friend.
- What will it do?
- Whatever I make it do.
A hundred?
Hey, Barnes. Where did a jerk like you
get a machine like that?
Yeah, that's too much car
for a wuss like you, Lenny.
- Up yours, liver lips.
- Hey, watch it, you squirrelly little shit.
Make them eat dust, Lenny.
Hey, this is really nice, man.
Tell me, is this a 6-cylinder or a V-8?
Both.
So, Barnes, where did you steal this thing?
Built it myself.
- Yeah, bullshit.
- It's easy, Gallo.
I just used something you haven't got.
Brains.
Lenny, what's happening?
Isn't that Barnes?
Lenny?
- You look so different.
- Yeah, you like it?
I guess. Where did you get the clothes?
- What did you do to your hair?
- I felt it was time for a change.
- Hey, Lenny. How are you?
- Where were you yesterday?
What do you mean?
We were supposed
to study together, remember?
- Yeah. I had stuff to do.
- You know, I waited over an hour for you.
- Like I said, I was busy.
- Hey, Lenny.
- How you doing?
- Lenny, what's come over you?
Wait, I want to talk to you.
Hi, Lenny.
- Hi, Sharon.
- Walk me to class?
- We're already here.
- That's all right.
- Where's Sharon?
- She went to class.
After school.
Never fails.
Every one of you, sooner or later,
wanders back to the scene of his demise.
- Nostalgia, I suppose.
- Yeah.
Well, you're in luck, kid.
I think I got you another assignment.
- Changed my mind.
- Had to pull a few strings.
What?
I'm gonna stick this one out.
- I thought...
- I've been doing some thinking.
I got a lot of time invested in this kid.
I figured, I might as well stick it out.
Anyway, the kid's not all that bad.
I'm even starting to like him a little.
- What about Emily?
- I can handle that.
All right, that's the spirit, kid.
I'm gonna tell you, this is gonna save
us both a whole lot of grief.
Well, wish me luck.
I'm on my way to a place called Newark.
And if you think our subways are bad...
Bobby?
Lenny, the rumor's all over school that
you're gonna fight Fred Gallo. Is it true?
What are you gonna do?
Probably die.
This boy looks pretty good.
Yeah, right there.
- Check it out.
- There he is.
Come on.
I got business with you, Barnes.
- You need some help tutoring?
- I'm gonna kick your ass.
- I don't like the way that sounds.
- Yeah?
You're not gonna like
the way that feels either.
Thanks, Will.
You're dead meat, Barnes.
What the hell?
All right, Barnes!
Hey, kid.
Thought you could use a little help.
Lenny.
I sure can use a ride home.
Got your comb? Spare change?
Let me see your socks.
You still haven't told me
where you were this afternoon.
I had some angel business to take care of.
Well, you missed it.
I kicked Gallo's ass all over the schoolyard.
- You got lucky, if I hadn't shown...
- Hey, I could have handled Mclntyre, too.
Yeah, back to business.
What are you gonna tell her first?
Hey, you don't have to coach me,
I know what I'm doing.
I'm still the teacher here.
Now, remember, take it slow and easy.
- A girl like this you just can't rush.
- Right.
She needs special handling, you know?
I mean, take her somewhere real nice.
Appeal to her vanity.
I mean, you know, tell her...
how good her hair looks.
Tell her how pretty her dress is.
Tell her how nice her perfume smells.
And remember...
romance.
Hi, Lenny, how do I look?
Holy shit!
You look great.
I mean your hair, it's so great.
And your dress...
- It's not a dress, but it's great, too.
- Lenny...
my parents want me home by 10:00.
So let's skip the burgers
and just get it on, okay?
A lot of changes.
You did okay for a first-timer.
What do you mean?
Don't be embarrassed.
I made it with a lot of first-timers.
Pick me up for school tomorrow?
Sure.
Listen, kid, I'm glad you scored.
But I'm not sure
this is the right chick for you.
Awful cold around the heart.
Come on, don't bring me down.
Hey, you're right. Let's go celebrate.
Don't!
What's wrong with you?
Man, you look terrible.
They can't hear me.
Right.
I should have stopped you
after that second beer.
Hey, I'm in control.
Definitely in control.
Drunk is not cool.
Hi, Dad.
You are grounded. You understand?
When you sober up, I want some answers.
Come on, Joe, have a heart.
The kid just got laid.
What's happening?
- Our son is drunk.
- Drunk?
- Are you sure?
- He barely made it up the stairs.
Icy winter and they shut down the school.
I mean, it has to happen. That's right.
Joanne's having a party tonight.
It's going to be a blast.
- Are you going, Lenny?
- Yeah, I'll be there.
- Will you dance with me?
- If you deserve it.
Look at that son of a bitch.
He's hanging all over Sharon.
I should go over there and break his face.
Move it, Gallo.
- Hey, watch it all right.
- Get lost.
It's like no one respects us anymore,
you know what I mean?
Yeah. They would if I kicked his ass
right now.
Hey, fighting ain't gonna do it, man.
You need to do something really big.
Something special.
Okay, catch you later.
Those guys are not done with you, yet.
So watch yourself.
Hey, don't worry about it. I got it covered.
A horse is a horse
Of course, of course
And no one can talk to a horse of course
That is, of course, unless the horse
is the famous Mister Ed
How did you ever do it, Joe?
What did Emily see in you?
- And what's the catch?
- You are the new...
What was it, Joe? Your good looks...
your fine physique...
your charming ways?
Why did you marry him, Emily?
You could have done so much better.
God, you're beautiful.
- I don't believe what I'm seeing.
- Sorry, Mom, but I'm going.
- You are going right back up into the house.
- No way.
There's people expecting to see me tonight.
They're gonna have to wait, 'cause you're
going upstairs till I get some answers.
- Who's gonna make me?
- Lenny.
Kid, that's no way to talk to your mom.
What is this? Everyone's on my case.
- What is with this attitude?
- Are you coming or not?
- You're getting to be a real jerk.
- And you're getting to be a real drag.
- Lenny!
- Just back off, all right?
Come back here.
You look great.
Let's go to Max's first.
We can go to the party later.
Sure, I wouldn't mind seeing
my good friend Max again.
- Hi, Lenny.
- Who's that?
No one.
Watch it!
- What's with you?
- What do you care?
- Jesus!
- What a toad.
Hey, she's all right.
She's a loser, Lenny. Everybody knows that.
I'll be right back.
- Come on, we're leaving.
- We haven't eaten.
We'll get something later. Come on.
Emily.
Emily.
Bobby?
It's me. It's really me.
I had to see you.
- But how?
- It's a long story.
I waited so long to hold you.
If it hadn't been for Joe,
I might not have made it.
He helped me through
some pretty rough times.
Yeah, I'll bet he did.
He's a good husband, Bobby.
Really, he is. He loves me and the kids.
He tries real hard.
Do you love him?
Yes. I do.
Same way you loved me?
I don't know how much time
I have left, Emily.
I'd like this night to be special.
This is my old street.
Hey, remember...
when I used to come pick you up,
you used to wait under that tree?
I had to park all the way down the block
so your old man wouldn't hear me drive up.
I'd always come running out to meet you
and you'd always laugh at me and hug me.
God, you made me feel good.
Somehow just being with you always
seemed to make everything all right.
- Where are we?
- Our high school gym.
Remember those dances
I thought I was too cool to take you to?
All these years.
I missed you so much.
I'm not the same person I was then.
Inside you are.
We spent our last night
together here, remember?
Yeah, I remember.
- Bobby, what do you think of Lenny?
- He's okay.
No. He's better than okay.
As a matter of fact, we were getting to be
pretty good friends...
till he got so damn cocky.
- Does that surprise you?
- Yeah.
I mean, he even wised off to me.
I mean, to me.
You know, over the years,
he's reminded me a lot of you.
But now, more than ever...
Emily, what?
Lenny is your son.
You know, I wished for so long
that you could see him.
And now you have.
Lenny, my son?
I never told him about you, Bobby.
- What about Joe?
- He knew. But he still wanted to marry me.
I guess I was wrong about Joe.
I guess I was wrong about a lot of things.
Emily, there's something I never told you.
Something I've been wanting to tell you
for a long time.
I love you.
I always have. And I always will.
I have to go now, Emily.
Don't worry about Lenny.
- I'll take care of everything.
- Will I see you again, Bobby?
I'll always be with you.
He's a good kid.
Thanks, Joe.
Come on, come on. Let's go.
Hey, everybody! I got a son!
That's great.
Here.
- Way you go.
- All right.
Come on, Rafferty.
Aren't you going to congratulate me?
I got a kid!
Of course, you probably knew that all along.
Come on, Rafferty. All I did
was step over the bounds a little.
Don't you understand, kid?
You may appear to no one
but your assignment.
You broke the rules.
They don't like that around here.
Well, whatever happens, it was worth it.
I mean, to see Emily again,
to touch her face, to find out about Lenny.
- Hey, that'll get me through an eternity.
- I need another drink.
- Need a lift?
- No.
Melissa, wait.
Wait.
- What do you want?
- I thought maybe we could talk.
- Why don't you talk to Sharon?
- Well, she's not much for talking.
- Can I walk you home?
- Suit yourself.
What's the matter?
You don't like me anymore?
You used to be somebody I cared about.
Now you're acting like
someone I never knew.
- Someone I don't really want to know.
- Melissa.
You know what a gut race is, Barnes?
Separates guys like me,
from chicken shits like you.
We got the cars
and everything set up at the quarry.
All you have to do is show up.
Now, just between you and me,
I don't think you will.
But, then again, I happen to think
there's nothing but a candyass...
underneath all those fancy clothes of yours.
- Come on, let's go.
- Yeah, that's right, Barnes. Go home.
That's where you belong.
That's it.
Okay, let's do it.
- Gallo, okay!
- All right!
- That's nice.
- Come on, Gallo.
- You're on.
- All right!
Lenny, just let it go.
Hey, hop in.
I was going to tell you.
- What does it mean?
- Gallo challenged him to a race.
He accepted.
If it's any consolation,
he's on the Uptown passenger list.
Oh, no.
- Rafferty, you gotta let me go back.
- There's nothing you can do.
You don't understand.
My son needs me, Rafferty.
Bobby, I know how you feel.
But it was meant to be.
- You can't alter destiny.
- Destiny, nothing.
If it wasn't for me,
he wouldn't be in this jam.
I got him into this fix.
You gotta let me get him out of it.
The kid hasn't had a life yet, Rafferty.
I didn't know what that meant.
But last night I found out what I lost.
I don't want that to happen to Lenny.
I want him to have a chance...
to grow old. To have a family. A wife. Kids.
Whatever he wants.
All the things I missed out on.
- Bobby, the consequences...
- I don't care about the consequences.
I'll do anything. Talk to the higher-ups.
Talk to whoever you have to.
Tell them I'll do anything. Anything.
Rafferty.
Tell them I'd give up my soul.
You can back out anytime, Barnes.
Lenny, don't do this. Please.
I've been challenged. My honor's at stake.
Your honor's going to get you killed.
Don't worry about it. I've got it covered.
Good luck, Fred.
Start them.
Lenny!
No!
- Shit! Shit!
- Hey, kid.
You didn't think I'd let you down now,
did you?
Oh, shit!
Lenny!
Oh, no!
Oh, my God!
Somebody try to help him!
Hey, look!
Will you get your foot out of my face?
Oh, my God.
Oh, God, Lenny.
That was some race.
- It was the best.
- It was also the last.
You saved my life, again.
I'm your guardian angel. That's my job.
- I see you're with another girl.
- Yeah, she's really special.
- I'd like you to meet her.
- Maybe some other time.
Why not now?
See that guy down there?
I got to take a ride with him.
You're gonna be on your own again.
We were just getting to be friends.
You're my best friend.
Yeah. No matter where I go...
we'll always be best friends.
You really gotta go?
- Good-bye, kid.
- Bye.
- You take care of yourself.
- You, too.
Heck of a kid, ain't he, Rafferty?
Yeah, he's going to be all right.
This is hard to say, Rafferty.
But I'm going to miss you.
Tell me...
- is it as bad as I think it is, down there?
- Worse.
Thanks.
Don't look so glum, Bobby.
You're not going down there.
You're on your way Uptown.
Just earned your ticket.
Could you run that by me again?
When you sacrificed your soul for Lenny,
you showed us you learned how to love...
how to value someone more than yourself.
That's how you get a ticket Uptown.
- Me? Going Uptown?
- Yep.
- I'll be damned!
- Couldn't you put that another way?
Hang on, kid.
- What are you waving at?
- Someone very special.