Based on Edward Bunker's "No Beast So Fierce."

Directed by Ulu Grosbard. Written by Alvin Sargent, Edward Bunker, and Jeffrey Boam.

Cast:

Dustin Hoffman as Max Dembo

Theresa Russell as Jenny Mercer

M. Emmet Walsh as Earl Frank

Harry Dean Stanton as Jerry Schue

Gary Busey as Willie Darin

“Open the gates.” Convicts exiting the prison gate. No one meets Max Dembo, A20284. He takes the bus into San Francisco at night. Gets a hot dog and calls in to leave a message for his parole officer before checking into a cheap motel for the night. Next day he rides the bus down to Los Angeles to meet the PO, Earl Frank, who initially seems friendly enough. But he gets on to Max for not spending the night at a halfway house. Max says he has spent six years in prison and just wanted to walk around. Frank tells him he has "a serious attitude problem," which Max denies. Frank looks at his long criminal record, back to age 12—auto theft, breaking and entering, burglary one. Max had a gun for that one. “But I didn't use it.” “What was in your mind?” “ I just took it along.” Max tells Frank he is sorry. Max realizes Frank's power over him: “I have to get along with you or you can throw me back in jail.” Frank has to go on to court: conversation over.

Max rents a hotel room for $18 a week. He calls it in to Frank: the Garland Hotel. Next he goes looking for a job. A woman gives him a typing test at an agency. He does not stop when she call time. She is new, too. She asks him about previous employment. He says the state penitentiary for six years, for burglary. He says he is restricted from driving or handling money. She sends him to the National Can Company. He asks her out to dinner, if he gets the job.

Max calls Willie Darin, an old friend from prison, who comes to pick him up in an old station wagon. He is off parole, a riveter, with a wife and child, Selma and Henry. Max eats supper with them. In private, Selma says she doesn't think it's good for Willie to be around Max right now. Max is on parole. Willie takes Max back to the hotel; helps him put a piece of plywood under this mattress. Then he proceeds to give himself a heroin fix in Max's room. Max doesn't like it; he tells Willie it could get him (Max) sent back to prison for three years.

Max is working in the can company. He calls Jenny Mercer at work. They go out to eat. He tells her about prison life. He says he's more frightened outside, where it's what you got in your pocket. "Inside it's what you are." She has to help him pay the bill but agrees to go out with him again.

Max goes home after a day of work in the factory to find Frank looking around inside his room. Frank has an annoying sense of humor. He is persistently inquisitive. When he finds a pack of burnt matches on the floor, he makes Max take off his shirt to look for needle marks. He checks him over thoroughly, then handcuffs him to the bed. A little girl in the hotel sees the handcuffs on him; Max is embarrassed. “We’re just playing a game,” Frank says. Max is taken to jail, searched and booked in. They are showered and deloused, then issued uniforms. Max takes a lower bunk in a tank. He is back in jail, sitting in silence. (39:20)

Jenny comes to visit. They talk through the glass on phones. Then the phones are cut off. She holds up her phone number: "Call me when you get out."

Max comes up front to see Frank, who tells him his urine tested clean. The look in Max’s eyes: the system (in Frank) has failed him. Frank says he’s been too busy to get Max out of jail this week. He warns Max not to be sarcastic; he's taking him to a halfway house. They're going to start over from scratch. Frank is driving Max to the halfway house, griping about how tough his job is and how it affects his family life. Max says nothing. Frank badgers Max to give him the name of whoever used drugs in his hotel room. Max abruptly grabs the wheel of the car and runs it off the highway. He smacks Frank around, driving wildly as they fight for control, then stops the car on the shoulder. Max handcuffs Frank to the fence and pulls his pants down to his ankles, leaving him bare-assed on the freeway. Max drives away in Frank's car. (47:10) Frank yells at drivers to stop while covering his genitals with his free hand. Max's brief life as law-abiding parolee is over.

Max returns to see Willie, taking the back way in. He asks to borrow Willie's car, and drives off. Max goes to meet a guy named Manny in a bar. He asks Manny for a gun. Manny only has a cheap revolver. Max takes it and goes cruising the streets, looking for a place to rob. He finds it: Ahn's Market. With his ski mask on, he threatens the Vietnamese owner. He takes cash from the drawer. A bullet falls out of his gun. He replaces it and walks away—a successful armed robber.

Max finds Jenny Mercer's phone number and goes to see her. He tells her he is a fugitive, a parole jumper. She does not appear to care. She lets him borrow her car. Max meets a guy (Edward Bunker) in another bar who tells him about a poker game he can rob for 15 or 20 thousand dollars. He meets the younger brother of a con he knows—a possible crime partner. He wants to case the motel where he may do the robbery.

In the morning he goes home to Jenny, who is awake still in bed. They carouse around. Jenny gets up to take a shower. “Want to take a shower with me?” “No, I’d rather plan a robbery.” He calls another old friend, Jerry Schue, who is now a paint contractor. Jerry's wife's first ex-husband was in Q with Max. She’s had three previous husbands. Jerry and Max used to do crimes together. Jerry is conventional and successful now but he is bored to death: he wants to get back into the life. He is eager to work with Max. Jerry plays "Hand Me Down My Walking Cane" as they sit by the pool eating hamburgers.

Max and Jerry go to the motel to do the poker robbery. They are waiting for Manny do bring a shotgun. He fails to show. Jerry is irate. Max wants to go ahead without it. Jerry says it is "un-fucking professional." Manny finally shows without a gun. Max punches him out and leaves Jerry to take care of him. Max is like a drunk—he’s so out of it. But he is drunk on crime, not alcohol.

Max drives around through the night, looking like a predator. He sees a pawn shop with guns. He break into the building next door, tears a hole in the wall, and crawls into the pawn shop. He gets a shotgun and a revolver that we see.

When he goes home to Jenny, she asks where he's been, why he is dirty. He says he broke through a wall. He's going to do what he does best—crime. He wants a big score. He promises not to involve her. She says she will stay with it as long as she can handle it; when she can't she will go. She tells him, "Be careful." It scares her. He gives her a fish pendant on a chain. She is crying because she is afraid. (1:17:00)

Jerry and Max are sawing off the shotgun barrel. Jerry tries it out for size. Next scene: they enter a bank together. Jerry has the shotgun; Max cleans out the cash drawers. As time expires, Jerry says, "Let's go." Max wants to stay longer. Disregarding the rules will get him in trouble, we can anticipate. They get away without firing a shot. They drop the stolen car and switch to an old truck. They are like kids with the bag of cash. Jerry tells Max that when he says “time” it is time to go.

Max takes Jenny looking at expensive jewelry. While they look at watches, Max cases the place. Later Max shows Jerry the layout of the store and tells him how expensive the jewelry is. Jerry says doing a robbery in Beverly Hills (the store is on Wilshire Boulevard) scares the shit out of him. Jerry says they've got "20 cops to the square mile." Max asks what’s the response time, three minutes? “Fuck the cops.” Max tells Jerry to be a thief, what he's good at. He asks Jerry if he felt good doing the bank job, and Jerry said yes. The rush from crime is better than sex or drugs. Now all they need is a wheel man—the Hispanic younger brother from the bar.

They go out to do the job, and Willie is the driver. Surprise. Max couldn't get the Hispanic guy. Jerry says, "You should have told me." He is big on professionalism, and Max is too impulsive. They enter the jewelry store. Max puts on goggles and starts smashing glass counter tops with a hammer; Jerry has his shotgun out. Max is good with his rubber gloves on. But he won't stop on time: he has to push the limit. Jerry is trying to get him to go out the back, and Max won't leave. Jerry berates him as a child, says he won't work with him any longer. Max is crazy looking for a watch.

When they get outside, Willie is gone with the car. They cut down an alley. A cop car spots them. Jerry shoots at the cop, the cop shoots Jerry off the fence, and Max shoots the cop. Max looks at Jerry as he dies.

Max gets away. He wraps the jewelry up and catches the bus that takes him by the jewelry store they have just robbed. He goes to get Jenny before he leaves town. They leave the employment agency in her car. He goes to Willie's place. Willie is working in the garage. Max attacks him. Willie says he waited five minutes with the alarm going off. Max says Jerry is dead, that he went to jail for Willie. The screw-up was Max’s fault, but he blames Willie for running. Willie says he is sorry. Max gives him a big hug, then shoots him twice. We see Max's face, not Willie dead.

Max returns to Jenny in the car. She doesn't know what has happened. Max heads for the open road. He hears on the radio news about the robbery. Jerry Schue, 48, is dead; the police officer is critical. Jenny says she is sick and tells him to pull over. She gets out and throws up. They go on down to the Hi Vista diner in a desert town. Max checks on bus connections, and Jenny asks if he is sending her home. He slips the expensive stolen watch and some cash into her purse. She asks, "Will you call me?" He doesn't answer, takes a sip of beer, and leaves. She follows him outside to get her sweater. "Why can't I go with you?" she asks. "Cause I'm gonna get caught," Max says. He heads on down the road--the long and winding road--while mug shots from 1972, 1966 and the California Youth Authority from 1954 flash by. In the earliest one, he is a wide-eyed kid with his mouth open. The final frame moves in on the eyes. The end (1:50:00).

Discussion:

1. Could this have turned out different for Max—could there have been a noncriminal ending? What would have had to happen to make it so?

2. How realistic is the relationship between Jenny and Max? What would a woman see in a man like Max?

3. Does anything about Max Dembo’s actions strike you as really bogus or false? Explain.

4. What positive traits do you see in Max?