Thief

What About It?
(For a full summary of the film, scroll down to "What Happens?")

Thief is an amazingly strong film for being Michael Mann's first feature. What's even more amazing is how well it predicts what was to come from Mann; the fascination with crime figures, using the dark cityscape as a vital part of the movie, amazing attention to detail (even using former professional thieves as technical advisors.) beautiful cinematography, and the perfectly balanced score. These remain the crucial elements in Mann's toolbox today. He also had an amazing cast, with even bit players carrying all the weight they could. Caan is amazing in this film, and its easily my favorite role of his. James Belushi brings a solid presence to a relatively small part, and Tuesday Weld works terrifically as an unconventional girlfriend. Willie Nelson is perfect for his small role, effortlessly implying a larger history. Robert Prosky is terrific and terrifying as Leo, making a switch from affable to cutthroat without ever straining credibility. The film gave Mann a lot to live up to. It also gave us every reason to believe he'd be a director to watch. Based on his output since, I'd say he's more than justified that indication.

Thief is a heist movie that almost forgets it is a heist movie, as it's far more concerned with the character of Frank. Like any heist film, there's a doublecross, but in this case it's an expected one, not a case of the crew turning on each other. This is a film about an independent contractor who finds a good incentive for an "easy" paycheck, and convinces himself that it's ok to work for someone else for awhile, even though he knows better, and his unwillingness to accept the consequences of this arrangement.

Frank is a man who only knows how to live on his own, and has modeled his whole life in order to not be answerable to anyone. He was "raised by the state" as he reveals in his outburst at the adoption agency, and his experience there stays with him. He was then sent to prison at 20 years old, for stealing forty dollars. His unwillingness to be abused by the prison gang (both guards and convicts) results in his extended 11 year stay. Frank is a man who learned a lot in prison, for one, the attitude, which he mentions to Jessie, to not care if he lives or dies. The other thing he gets from prison is a father figure in Okla. Although we see little of their relationship, we know that Okla is very important to him, having taught Frank everything he knows about being a true professional thief, as well as encouraging him to try and really live his life. The collage that Frank carries with him as a representation of the life he wants, is likely an idea shared by Okla, and as significantly, prominently features Okla, telling us that Okla is a large part of the "family" he has always wanted to create. The advice Okla gives him, to "lie to no one." is instantly accepted by Frank, although given his line of work, it would seem very improbable that this suggestion would pay off.

Frank's relationship with Jessie is perhaps the most interesting one. He knows next to nothing about her, yet decides that he needs her to be his wife. Clearly, Frank has his mind on his plan, and Jessie's identity is less important than if she will agree to come along with him. He makes no secret of this, pointing to his collage at the wife/mother figure and saying "That's you." Jessie has no problem with this idea. Luckily, they turn out to be a good match, and she doesn't recoil at his secrets or his occupation. Of course, the baby, David, is a similar case, we don't see any paternal instinct in Frank, only the knowledge that success/family requires kids. The act of fathering means little to him. He doesn't blink when Jessie explains that she can't have kids. Without missing a beat, he suggests adoption. Although, we learn in the adoption agency that the idea of adopting isn't some much a second choice to Frank as it is to some.  He does realize that there are many unwanted children unable to find homes and sincerely wants to help. His offer to take "the least desirable" kid, says a lot about his thoughts on this.

Wife and kids are an affectation of success, just as much as the house and the car. Frank's piece of paper is his "American Dream." It is not however, as in many cases, a desire for status itself. Frank just wants to be "normal," and have a normal family, as this is one thing he's never had. Clearly he believes achieving this will bring happiness. Although, he's a thief by trade,  he isn't driven by greed, he's inspired more by the prospect of retiring than he is by a dollar figure. To him, money is simply the means to obtain his happiness.

His relationship with Barry is also worth looking at. Barry functions as a peer or perhaps a brother figure. His area of expertise is security while Frank handles the safes. They have a smooth working relationship, where Barry is trusted implicitly. When a job goes south, he doesn't question Barry's competence in the slightest, simply asks for the pertinent facts. While Frank is in charge of their operation, Barry is very clearly a partner rather than an employee. Certainly the two have some deep history between them, although it's only hinted at in the film. Barry is very likely though, Frank's first step towards "family" after getting out of prison.

Frank only falls in with Leo due to his "dream." Leo very clearly has Frank's number as he reveals when he has Frank captive in the plating facility. He tells Frank "You're scary because you don't give a fuck." echoing Frank's admission to Jessie, about that very same attitude. Leo is a master manipulator, and we know he was interested in Frank long before their first meeting. When he offers to be Frank's "father" he's appealing to a very deep need in Frank's psychology. Frank is compelled to be "self employed." because without a father figure, he has learned self reliance. Leo is in a sense, a graduation from the Okla father figure. Okla represented the life he dreamed about, while Leo offers him the practical side of obtaining that life. Okla however, was a "self employed" man himself and had no desire to "own" Frank. Leo's motivation is to own everyone. It seems the money he made from Frank's worth was just a side benefit of his desire to master Frank. In Leo's book, the only person allowed independence is himself. He despises Frank's unwillingness to  go along with "the way things are done." Leo is compelled to assert his authority as "the father." Free agents challenge this, and aside from his professionalism and competence, that's why he's fascinated with Frank. He knows exactly the things to say to Frank to soften the idea of someone "running him" We're "professional" We're "adults." he claims, presenting the employer/employee relationship as if he's still self employed but with benefits.

When Jessie agrees to be with him, he has his whole dream in sight, and remembering the way Leo presented the opportunity, he accepts it, justifying it as simply a way to speed things up. He also accepts Leo's assistance with obtaining a baby, and this is the moment when Leo's power solidifies. As Leo points out to him later, this is where Frank is no longer the guy who "doesn't give a fuck." but instead this the guy with responsibilities. Leo underestimates how Frank is wired though. Although he has put a lot of effort into creating his "family" he has been creating something that isn't natural to him. This is a man, who, at 20 years old and in prison for stealing forty dollars, admittedly scared, decides to take on a prison gang with only a pipe. This is someone who has a strong aversion to the idea of anyone "owning" him, stronger than he likely he even knows, as he puts much effort into downplaying this tendency in trying to be "civilized." For Frank, respect is important, and money is the indicator of respect, and so he can justify anything, if it's a matter of getting payed what's owed to him, as we see in the confrontations with both Attaglia and later, Leo.

The act of taking out Leo, is relatively simple once Frank realizes that Leo isn't really the problem. Frank's dream was the problem, as it made him vulnerable to the control of others. It wasn't really necessary in a practical sense, for Frank to blow up everything he'd worked for, but it was necessary for him as a reminder that he's the guy that "doesn't give a fuck." This is true enough, that it enables him to take out Leo, as Leo seriously underestimates his competence and resolve, but it still isn't entirely true. The over the top spectacle of all the explosions is Frank convincing himself. The truth is that Frank does give a fuck on some level and when he walks down the street wounded, at the end, it isn't just the gunshots. Frank had his dream within reach and dismantled it himself, but for a while he really believed in it. That's not something he's likely to forget, any more than he's forgotten his prison time or being raised by the state. For Frank life will always be  "all screwed up" and everything he does is just him trying to survive. It's likely that if Frank had succeeded in putting his perfect life together that he would've destroyed it another way, finding it didn't provide the fulfillment he craved. He is, after all trying to construct a perfect life, by piecing it together based on information he's gleaned by looking at the world around him, yet he has little experience with how such things are naturally obtained. He's missing something that he assumes is family, and perhaps he's even correct, but having never had it, he has nothing to return to and can only guess if he's achieved it which would only lead to him perpetually needing more. So, Frank walks off with his wounds because that's what he's done his whole life.

What Happens?

The film opens to a car stopping in the rain on a city street at night. Frank (James Caan) gets in the driver's seat and they drive off. We then see a car stopped at another location with the driver, Joseph (William LaValley) listening to police radio. One man, Barry (James Belushi) tries to figure out the wires for a complicated security system while Frank is inside a building using a massive drill press to get into a safe. Having drilled a large whole into the safe, he is able to get to the gears and opens it. He empties the safe, discarding many valuable items, until finding the boxes he came for. Frank then talks into his walkie talkie and asks "Are we clear?" The driver listening to radio and Barry both respond that they are. They drop the gear in the trunk of the car before Frank and Barry head to Frank's car, which they park at a warehouse, and pick up their own vehicles to drive away.

The next day, we see Frank walking through a car lot. he gives the salesman instructions on placement of the vehicles. He asks his receptionist to get ahold of Barry on the phone he tells Barry to pick up some titles in his name, as he'll be in a meeting with "the man." We then see Frank at a Diner with another man, his fence, Joe Gags (Hal Frank) who is inspecting the the packages that Frank stole the previous night. We see that the items are diamonds. The man offers him $185,000.00 for the lot and says "I'll take it myself." He then adds "Have someone swing around tomorrow morning. These people wanna meet ya." Frank isn't pleased with the idea and responds " I wanna meet people, I'll go to a fucking country club."
Fence: Ok, ok. By the way, you want me to put some of your end out on the street?
Frank: Barry will collect it. You down the bread to him at 3:00.
Fence: You'll double your money in three months.
Frank: My money goes in the bank. You put your money across the street.
The fence offers to pick up the breakfast check but Frank tells him to forget it. On the way out, Frank asks the hostess if they're having dinner that night. She smiles and agrees and Frank compliments her sweater and tells her he'll come by at eight. Frank heads back to the car dealership and catches up on his messages and mail. He gets a letter from his friend Okla, who is in prison, asking him to come visit. Frank seems bothered by the phrase "gotta see ya."

Frank stops at a bar, and the bartender tells him that Barry has called several times. He gives Frank the number and Frank calls it. He reaches Barry who is waiting in a pay phone.
Barry: Where you been?
Frank: You make the pick up? what's the problem?
Barry: I'm in a phone booth. Trying to find one that works. I have not made the pick up. We got a problem. Can you talk?
Frank: No. You see our man?
Barry: No, because there was no man. Gags took a walk through a 12th story window. He's splattered all over the sidewalk. What do you wanna do?
Frank: Did he down our merch? Was he goin'? Did he carry the cash on him? What?
Barry: I'm talking to somebody somebody. We'll know in about 25 minutes.
Frank: You get the work car and you meet me at Armitage and Lincoln.
They hang up and then meet. Barry tells Frank "On the side, Gags was laying down juice loans on the street for this Attaglia. He's turning in the vig money, but he's putting in his pocket, the principle.They found out he was screwing them over, they went crazy, ba-boom.
Frank: Gags down our merch?
Barry: Yeah, at the RD Lounge. Paulie saw it go down. It was your money that was in Gags pocket when he went out the window.
Frank pulls a gun from the glovebox, tucks it into his pants and tells Barry to keep the car running. They're stopped in front of a plating company. Frank walks in and asks to see Mr. Attaglia about a plating order. Frank takes one of the chairs in Attaglia's office and picks it up moving it from facing the desk to a spot right next to it. The man says "I'm Mr. Attaglia. You didn't get a delivery or somethin'? Zinc? What?
Frank: My name is Frank, and that was bullshit.
Attaglia: What is this?
Frank: "This" is Joe Gags. 185,000.00 of my money. We have this problem.
Attaglia: What problem? What are you talking about?
Frank: He was moving my merchandise. So the money in his pocket, when he went out the window is my money.
Attaglia: This is a plating company. Why are you telling me this shit?
Frank: Shit? I want my money.
Attaglia: I don't know what you're talking about. Mr. Frank La la, whatever. Did some guy die?
Frank: Yes.
Attaglia: The estate goes to probate. Take it to probate court. Why do you bug me?
Frank: I come here to discuss a piece of business with you, and what are you gonna do? You gonna tell me fairy tales?
Attaglia: Hey who the fuck are you slick? Somebody knows you? Are you crazy or what? I don't know you. I don't know some clown named Gags. Get outta here. Carl! [calling security] Go ahead, get the fuck outta here!
Security enters and Frank pulls out his gun and holds it on Attaglia, who tells his men to do what he says. Frank tells the men to spread there legs and lay on the floor.. He then tells Attaglia, "I am the last guy in the world that you want to fuck with. You found my money on Gags. Let us pretend that you don't know whose money it is."
Attaglia again says he doesn't know who Frank is. Frank tells him they will set up a meet in three hours to give him back his money and exits the office. He alarms the office staff leaving with his gun.

Frank gets to prison to meet with Okla (Willie Nelson) The two seem very happy to see each other. Frank tells Okla "It's really fucking weird out there. It's nothing like we figured out." Okla fills him in on the prison life, mentioning lots of "knifings." Okla laments that rapists and child molesters are getting along fine in the main prison population. He asks Frank "How's the wife?"
Frank: There's nothing with the wife. I pulled the plug.
Okla: What happened?
Frank: She doesn't know I'm putting down scores and the rocket scientist that she is, she figures out that I am having affairs with fancy ladies. Anyway, it gets all screwy and twisted.
Okla: What are you gonna do?
Frank: I'm gonna put it all back together. Look I met this new chick, this Jessie.
Okla: You gonna marry her and have some kids?
Frank: Yes. But, she does not know what I do. So what, do I bullshit her along or what?
Okla: Lie to no one. If they're somebody close to you, you're going to ruin it with a lie. If they're a stranger, who the fuck are they you gotta lie to them?
Frank: Hey, what do you need, man?
Okla: Get me out of here.
Frank: Ten months and you're on the street.
Okla: You know Doc Shelton?
Frank: Yeah, that bastards's killed more guys than the electric chair.
Okla: Well, I've got angina somethin' somethin' somethin'. And, I'm not gonna last ten months. And, I don't wanna die in here Frank, not in here.
Frank nods and says "You got it."

We then see Attaglia with two other men on the street waiting for Frank. They discuss "whacking him out." as he pulls up and approaches them. One of the men introduces himself as Leo (Robert Prosky) and hands Frank a package. He asks Frank "Is it all there?" Franks says "I'm sure that it is." We see that the meeting is under surveillance.Leo asks "Don't you say thanks or something?" Frank asks him in return "whose money is this?" Leo says "Yours, but I stopped this guy fro giving you a hard time." [nods towards Attaglia] Frank says "thanks." We see that Barry is watching the meet from a little ways off with a rifle. Leo suggests they go somewhere and talk a little business. Frank advises him to "join a lonely hearts club." but Leo says "I know you already."
Frank: Yeah? How you know me?
Leo: That merch you put down to Gags. Max sherman. Puerto Rican fence, Cotazar. Where do you think they down it? To me. I'm the bank, I handle the fence for half the city. You been outting down two -three scores a month, month in, month out. I see your stuff. You got great taste. A regular highline pro. So I said to Gags, "I wanna meet this guy." He tell you that?
Frank: Yes.
Leo: Fine.
Frank: Let's cut the bullshit.
The surveillance team discusses Frank as they don't know who he is.
Leo: You want to put down contract scores all over the country, working directly for me?
Frank: I am self employed. I am doing fine. I don't deal with egos. I am Joe, the boss of my own body, so why the fuck do I have to work for you?
Leo: Maybe you don't. I'll lay it out and you can be the judge. You don't look. You don't case. You don't do nothin'. We point you to a score. When we say it's there, it's there. They're all laid out scores.
Frank: How they worked up?
Leo: Alarm system diagrams, blueprints, front door key. Sometimes the scores are in on it, ripping off the insurance company.
Frank: Work cars? Drops? Tools?
Leo: Whatever you need, you'd see me. I'd be your father. Money, guns, cars. I'd be your father from here on.
Frank: What's my end?
Leo: You get a price. No negotiation. We got expenses you don't have. But, you'll know the price upfront.
Frank: How big?
Leo: Box car. Nothing under six figures. I'll make you a millionaire.
Frank: I go to work for you, I'm pulling a lot of exposure.
Leo: Our protection trades that off.
Frank: Take a bust?
Leo: There's gonna be a lawyer and bondsman right there. You never spend a night in jail.
Frank: I steal ice. No furs, no coin collections, no stock certificates, no treasury bonds, just diamonds or cash.
Leo: Fine.
Frank: No cowboy shit, no home invasions. I work with a partner.
Leo: We take care of you. Your partner is strictly your responsibility. he beefs on you, that's your problem, he beefs on us that's your problem too.
Frank: Who are your inside people?
Leo: That's my end. You don't have to know. So, what do you say Frank?
Frank: I don't know.
Leo: What do you mean, you don't know.
Frank: I don't know! I don't believe in lifetime subscriptions. Maybe it don't fit in with my retirement.
Leo: What will you do retired?
Frank: Pick corn with the chickens, watch TV for the rest of my life, what the hell's the difference?
Leo: All right, all right. Two -three moves, you wanna keep going, that's fine. You wanna split, that's fine too. Everybody's businesslike. Everybody's an adult. So let me know. Cause, we'd be terrific.
Frank: Yeah, that's fine. I'll call ya.


Frank drives away. We see a nightclub, where the woman from the Diner, Jessie (Tuesday Weld) stands by herself, and seems to be having trouble staying awake. Frank shows up  and Jessie is angry that he's two hours late. One of the bar patrons approaches Frank, but he waves him away flashing the gun in his belt. Frank insists that she let him explain and he finally gets her to his car. Frank asks her what she thinks he does, pointing out all the money he obviously spends. He reveals to her that he's a thief and he's been in prison. He exclaims "Let's cut the mini moves and the bullshit and get on with this big romance." She's still angry with him but continues discussing the matter. They go get a cup of coffee and she tells him a little about herself. She describes her life as "very boring, which is good, because it's solid." She tells him she had a relationship with a drug dealer, which ended badly, and her ex is now dead. She asks more about prison and he tells her about it, saying he got out four years ago.
Jessie: What's you go up for?
Frank: I stole forty dollars.
Jessie: Forty dollars?
Frank: Yeah, it started with a two year bit. Parole in six months. Right away, I got into this problem with these two guys. They tried to turn me out. So, I picked up nine more on a manslaughter beef, some other things. I was twenty when I went in, 31 when I came out. You don't count months and years, you don't do time that way.
Jessie: What do you mean? Why?
Frank: You gotta forget time. You gotta not give a fuck if you live or die. You gotta get to where nothin' means nothin'. [Jessie nods] I'll tell you a story all about it. Once there was this Captain Morphis. This 300 lb. slob, he couldn't write his name. He had this crew of 16 - 17 guards and cons....they would go into these cells and grab these young guys and bring em up to hydrotherapy in the mental ward. Gangbang. If a guy puts up a struggle, they beat him half to death, he winds up in the funny farm. Anyway, word comes down that I am next and I do not know what I am supposed to do. I am scared. 12:00, lights come on, I got this pipe from plumbing. I whacked the first guard in the shins. I go through a convict and another convict, and anyway, I get to Morphis and I whack hi across the head twice. Boom. ANd then they jump all over me, do a bunch of things. I spent six months in the hospital ward, but...Morphis, he is also fucked up, good, cerebral hematoma, they pension him out, he can't walk straight, and he dies two years later, which is a real loss to the planet earth. Meanwhile, I gotta go back into the mainstream population. And, I know the minute I hit the yard, I am a dead man. So I hit the yard. You know what happens? Nothin'. I mean, nothin' happens. Cause I don't mean nothin' to myself. I don't care about me. I don't care about nothin', you know? Then, I know from that day, that I survive because I achieved that mental attitude.Then, see, later, I worked this out. [hands Jessie a picture, which is a collage of a house, a car, kids, and Okla.]
He tells her that the picture is his life and nothing can stop him from making it happen. She asks about Okla, and he tells her "That is David Okla Bertinelli, he's a master thief and a great man." He credits Okla with teaching him everything he knows. Jessie still seems hesitant at how unstable and risky his life is. She explains that she can't be with him since she can't have children. He quickly suggests they adopt. She finally agrees and offers her hand.

We see Frank at a payphone calling Leo. He tells him, "You're on, 1 -2 big scores. They gotta be big, they gotta be fast." The next day, we find Frank and Barry, with Leo and one of his men on the roof of a tall office building, discussing plans for the next heist. They will have to deal with six independent alarm systems as well as a "Richmond Lackett" safe (which Frank isn't thrilled about) Leo tells him his end (830,000.00) should cover the risk. Leo also reveals that they haven't been able to find the fifth alarm, although they know it's there. Frank says the job will take 4 - 8 weeks.

Later, Frank shows Jessie the house he just bought for them. She loves it. Frank stops by a junkyard to ask an old friend, Sam (who's also involved in metallurgy) for a favor to break into the Ricmond Lackett safe. Sam tells him he can build something but it'll need to heat up to 7-8,000 degrees to cut into the safe. He also tells Sam that he has a hearing set up for Okla. Sam tells him to give him a week for testing.

Okla has his hearing, and the judge agrees to a writ of habeas corpus, due to Okla's good behavior and his condition (and a discreet pay off.)  Barry and his girlfriend, Marie, stop by to see Frank's house. Barry tells him that he made the fifth alarm. Frank tells Barry he's out after this job, and Barry just asks "You happy?" before they go in for dinner.

Frank and Jessie visit an adoption agency, where they have problems, due to Frank's prison time. The woman at the agency informs him "We have more applicants than we have children." and Frank asks "Then why do you still have kids here?" She explains that he is less desirable than other applicants. Frank gets angry. He tells her "I was state raised. This is a dead place. A child in eight by four green walls. After a while, you tell the walls, "My life is yours."" He finally leaves however, due to Jessie's requests.

The next day, we see the cops pull Frank over. The cop that comes up to the window says "A very important thing for you to remember is gonna be my name, Sgt. Urizzi (John Santucci)"
Frank: Why's that?
Urizzi: Because, I'm gonna do good things for you.
Frank: What for? Good conduct medal?
Urizzi: I'm here to make life easy for you. Smooth out the bumps and the humps. You know? Your relationship with us.
Frank: I didn't know I had one.
Urizzi: Look, we're your new partners. We're in for ten points. What'd this set you back? [points to car]
Frank: Ten points of what?
Urizzi: You know. The guy? Leo. Your action. I don't get this. What's with you? Listen. Our end goes with the territory. Don't you know you gotta come up?
Frank: I'm a car salesman. You guys want a deal on a Buick? Come on.
Frank finally tells Urizzi to arrest him or get the fuck off his car.
At home with Jessie, Frank checks his phone and finds a bug. He talk it over with her over the water running and she assures him she's ok.
Frank meets with Leo and Leo pitches Frank the idea to put some of his cut into shopping centers. Frank declines, saying his money goes in his pocket. Frank asks Leo about all the police activity since they joined up. Leo assures him he'll take care of it. Leo asks him about his adoption troubles. Leo says he heard it from one of his guys who heard it from Barry. Leo tells him he should've come to him about it and offers to set something up and get him a kid from some women who sell their own babies. Frank is overjoyed at the idea. and calls Jessie to tell her about it. She tells him that Okla is in the hospital and they go visit him. Okla can't move, but he shows Jessie to him. Okla whispers to him and then his machines beep, getting the doctors to rush in. Jessie asks what he whispered and Frank says he told him thanks for getting him out.Minutes later, they're told that Okla didn't make it.

Frank and Jessie go out for dinner with their new baby boy.  Jessie suggests that they name the baby after Okla, whose real name was David, and Frank likes the idea.

Frank goes to Sam's place to test the torch and is happy with the results. We see Barry outside the building they're to rob with a walkie talkie, listening for the password for the fifth alarm. He hears "Mexico." and leaves. Barry calls the bar and lets Frank know. Driving off, Frank is pulled over by Urizzi again, who approaches the car with a shotgun and accuses him of driving without a taillight before kicking his taillight out. They bring him to the station and start beating on him. Urizzi's partner lectures Frank about being a "stiff prick." and Frank suggests they work for a living. When Frank won't bend they let him go although they keep following him. Frank loses them by switching cars and they get to work on their job.

They cut a hole in the roof over an elevator shaft and find wires inside for deactivating the alarm systems, leaving only the last alarm system with the password. Frank gets to the vault and they bring in the torch, using it to cut a new door right through the vault.  The plan succeeds and Frank pulls up a chair and has a smoke, while Barry empties the vault of the diamonds. We then see Frank walking the beach with Jessie and David along with Barry and Marie. Barry and Frank discuss collecting their pay when they go home.

The next day, we see Frank visit Leo. Leo laughs and compliments him on his performance, then hands him an envelope, and we see that Frank isn't happy. He asks "Where's the rest?" Leo tells him not to worry about it.
Frank: What is this?
Leo: This is the cash part.
Frank: Well. you're light. $830,000.00 is supposed to be here and I count, what, 70, 80, 90.
Leo: That's because I put you into the Jacksonville, Fort Worth and Davenport shopping centers. I take care of my people. You can ask these guys. Papers are at your house. It's a limited partnership with a subchapter S corporation. You've got equity with me in that.
Frank: Well, count me out.
Leo: I thought we had this good thing. Plus, we've got a major score in Palm Beach for you in six weeks.
Frank: [looks around] You talking to me or somebody else walk in this room?
Leo: What's that supposed to mean?
Frank: It means you are dreaming. This is payday. It is over.
Leo: When you have trouble with the cops, you pay em off like everybody else because that's the way things are done. But, not you, huh?
Frank: No. They don't run me and you don't run me.
Leo: I give you houses, I give you a car, you're family. I thought you'd come around. What the hell is this? Where is gratitude?
Frank: Where is my end?
Leo: You can't see day for night.
Frank: I can see my money is still in your pocket, which is from the yield of my labor. What gratitude? You're making big profits from my work, my sweat. But that is okay because I elected to make that deal. But now the deal is over. I want my end, and I am out.
Leo: Why don't you join a labor union?
Frank: I am wearing it. [Leo's men get up to caution him]
Leo: Do it, slick.
Frank: My money in 24 hours or you will wear your ass for a hat.

Frank leaves and we see Barry getting worked over by men asking where Frank is. Frank goes to his car lot and has a look around. He yells for Barry. One of Leo's men, Carl (Dennis Farina) tells Barry to answer him . Barry yells to Frank that he's been set up, and we see Leo's men shoot Barry dead. They grab Frank and bring him to the plating company. Leo tells Frank to look at him, and tells him what happened to Barry was due to him "going against the way things go down." He adds "You're scary because you don't give a fuck. But you are not that guy. You've got a home, a car, businesses, family. And I own the paper on your whole fucking life. I'll put your cunt wife in the street to be fucked by niggers and Puerto Ricans. Your kid's mine because I bought it. You got him on loan. He is leased. You are renting him. I'll whack out your whole family. People'll be eating them for lunch tomorrow in their Wimpy burgers and not even know it. You get paid what I say. You do what I say. I run you. There is no discussion. I want your work until you are burned out, you are busted or you are dead."

Leo tells them to get Frank out of there, and before leaving they dump Barry's body in the plating tanks. Back at home, Frank looks at himself in the mirror. He makes a call to his friend Joseph and tells him "you're going on a trip." He then tells Jessie, who's asleep in bed, the same thing, telling her she needs to leave immediately. He gives her 400,000.00 and tells her to work out where she's going with Joseph, and to pay him 25,000.00 a month to stay with them. She protests, saying she loves him and they have a commitment. He tells her "To hell with me, with you, with everything. I'm throwing you out." He yells at her to get out and she finally leaves with David. Joseph gets them in the car and drives away, while Frank sits out in his yard. He loads some things in his car and drives away. Moments later we see his house explode. He makes his way to his bar and steps inside for a moment. He drives away and we see the bar blow up just afterwards.  Next we see he's lit all of the cars at his dealership on fire. He tosses away the collage that represented his life. We next see him picking a lock and sneaking into Leo's house, where Leo and Attaglia sit in the living room. Frank hits Attaglia with the refrigerator door while he's getting some milk and then knocks him out. He looks in the living room but Leo is no longer there. We see that Leo is in another room and has found his gun, while Frank searches. Frank kills Leo as Leo attempts to fire at him.  He then shoots Carl who comes out of the bushes firing and Attaglia as he fires from the street. Carl manages to shoot Frank, knocking him over, but Frank shoots him again from the ground, killing him. Frank checks his wounds, gets up, and starts walking down the street.