(Hill narrating.)

Hill: Oz. That's the name on the street for the Oswald Maximum Security Penitentiary. Oz is retro. Oz is retribution. You wanna punish a man? Separate him from his family, separate him from himself, cage him up with his own kind.

(Shots of Beecher and Alvarez being brought to Oz. Alvarez is stabbed by another inmate.)

Hill: Oz is hard times doing hard time.

(In Glynn's office.)

Glynn: McManus, don't you ever knock?

McManus: Been through the files of all the inmates that arrived today. I want Tobias Beecher.

Glynn: OK.

McManus: Miguel Alvarez.

Glynn: Well, that'll be tough. He's in the hospital, stab wound to the chest.

McManus: He gonna live?

Glynn: Apparently. (They leave his office and walk through the prison.)

Inmate: Fuck you, Healy.

Healy: Shut the fuck before I come in there and... Hey, Warden.

Glynn: Hello, Mike.

McManus: And I want Donald Groves.

Glynn: Groves?

McManus: Yeah.

Glynn: Let me ask you something, McManus, and don't take this the wrong way...

McManus: What?

Glynn: Are you out of your fucking mind? Groves is a demented sociopath without a scoosh of remorse.

McManus: Well, maybe.

Glynn: He ate his parents. He killed them, carved them up, and he ate them. What the fuck do you think you can do with him?

McManus: I want to teach him table manners.

Glynn: The only thing a guy like that understands is punishment, hard and swift.

McManus: Mmm-hmm. Leo, you said it yourself, our first conversation, all we do is recycle.

Johnson: Hey, Warden, need to talk to you.

Glynn: Later, Johnson, later.

McManus: A new inmate comes in, we sit on him, send him back out, he's back with a vengeance. If we don't do something different, we don't do something radical, right now, we're never gonna break the chain.

Glynn: Groves isn't going out. He's here 'til God dropkicks him to Hell.

McManus: Do I have to call the commissioner on this one? I have been given total autonomy to run cell block 5 my way.

Glynn: Fine, take Groves.

McManus: Thank you.

Glynn: And Paul Markstrom.

McManus: Markstrom? He's a petty drug dealer and I got enough petty drug dealers.

Glynn: You want Groves, you take Markstrom.

McManus: Why? Why?

Glynn: He's my cousin.

(Hill narrating.)

Hill: Timmy McManus. He created an experimental unit inside Oz, a new approach to the prison problem. Some people call it Emerald City. To me, it's a concentration camp.

(In the inmate admitting room.)

Wittlesey: In Emerald City we got rules, got a lot more rules than anywhere else in Oz. Your cell is your home, keep it clean, spotless. You are to exercise regularly, attend classes, go to drug and alcohol counseling. You are to work in one of the prison factories. You are to follow the routine. We tell you when to sleep, when to eat, when to piss. There is no yelling, no fighting, no fucking. Follow the rules, learn self discipline, because if you had any self discipline, any control over yourselves at all, you wouldn't be sitting here now. Questions?

Markstrom: Yeah. Can I go to the bathroom?

Wittlesey: Tuck it in, tough guy. OK, these are your sponsors, they will help you get used to the routine.

Groves: I don't want any fucking sponsors. I don't want any fucking routine.

Wittlesey: Shut up, Groves.

Rebadow: Hi, I'm Bob Rebadow. (Groves takes his hand and licks it.) Nice to meet you too.

Wittlesay: Paul Markstrom, Jefferson Keane.

Markstrom: Yo.

Wittlesey: Tobias Beecher, Dino Ortolani.

Ortolani: I really have to do this?

Wittlesey: Cut the shit. It's your turn.

Beecher: Hello.

Ortolani: Beecher, huh? I'm guessing you ain't Italian. What're you in for? Shaving strokes off your golf score?

(Hill narrating with flashbacks of Beecher's crime.)

Hill: Prisoner number 97B412, Tobias Beecher. Convicted July 5, '97. Driving while intoxicated, vehicular manslaughter. Sentence: 15 years. Up for parole in four. (Beecher is brought to Em City.) In Oz, the guards lock the cages and walk away and the predators rise, take control, and make the rules. In Em City, the guards are with us 24 hours a day. There's no privacy. Everybody sees what everybody's doing. Eyes everywhere. McManus' eyes. See, in Em City, retribution gives way to redemption. Timmy boy believes he can save every one of us, from each other, from ourselves, from the system that dumped us in here. Only thing he don't get is, you gotta want to be saved.

Beecher: Hey, Dino. How ya doing?

Ortolani: Hey, look pal, I know I'm supposed to be some kinda bro, but the headline reads: I don't give a shit about you.

Beecher: That's fine, Dino. OK.

Ortolani: Hey, let me give you a slice of advice. Get yourself a weapon. Anyone tries to fuck with you, take 'em down.

Beecher: Anything else?

Ortolani: Yeah, don't smile. Ever.

D'Angelo: Dino, telephone.

Ortolani: (To Billie.) What're you looking at?

Markstrom: You got a code for the phone, man?

Beecher: MCI.

Markstrom: What's the number?

Ortolani: Hey Jeanie, how you doing, baby? (Watches Beecher give Markstrom the number and get pushed out of the line for the phone, then turns away.) Yeah, baby, I miss you too. Are the kids around?

(In the cafeteria.)

Poet: I coulda sworn I seen the motherfucker in my cell, going through my personal effects He fingers, fingering my cigarettes Came out like nothing was happening whistling his tune So I mushed his ass, like, "Move, motherfucker, make room!" "Hey, ain't that my cigarette hanging off the tip of your lip?" I didn't even give him a chance for any confession Just leveled his ass with all that aggression Left, right, to the dolex Foots to the chest Uppercuts to the grill I'm like "Kill!" He's like "Chill!" Take that for even being in this place Take that for that fucking CO for tarring across my face Feel that for that lawyer who don't give two fucks about me And feel this, feel this for me being enslaved by poverty, motherfucker Gimme them damn cigarettes Oh, these are Marlboros I don't smoke these.

Ortolani: I got some grill coming you're gonna love.

Schibetta: Bueni, Bueni.

Beecher: Excuse me, may I sit here?

Ortolani: No.

Beecher: Excuse me, is anybody sitting here?

Rebadow: You. You're right, you know.

Beecher: Beg pardon?

Rebadow: You're right.

Beecher: About what?

Rebadow: Genevieve. She's thinking about divorcing you. In fact, she's having lunch with your old law partner to talk her through.

Beecher: How do you know my wife's name?

Rebadow: God told me.

Glynn: Attention! According to new state health guidelines, starting at the end of the month smoking will be prohibited inside Oswald Penitentiary. (The inmates start yelling.) Settle down! Settle down! Anyone caught with tobacco will be charged with possession of contraband and sent to ad seg! That's all. (A mini-riot breaks out in the cafeteria.)

(In the clothing factory.)

Beecher: So this is where they make the prison uniforms?

Rebadow: Well, actually, no. The uniforms come from Taiwan. These are prison clothes we make to sell.

Beecher: Sell? To who?

Rebadow: They're hip. Or hop. I'm not sure which. Grab a bolt and pull.

Beecher: You know, I'm not really used to doing this kind of work. Not that I think there's anything wrong with it or demeaning.

Hill: What'd you do on the outside?

Beecher: I was a lawyer.

Hill: I hate lawyers almost as much as I hate cops.

(In Em City.)

Mineo: Count!

Beecher: What now?

Rebadow: We go to our cells and they count heads and lock us up for the night.

Beecher: It's 5:00! What am I supposed to do... What time is lights out?

Rebadow: 10:00 PM.

Beecher: What do I do for five hours?

Rebadow: Try to keep breathing.

(In Beecher and Adebisi's pod. Adebisi is going through Beecher's things.)

Beecher: Hey, what're you doing with my stuff? Come on, those are mine!

Adebisi: Anything you got, belongs to me. Understand?

Mineo: Time to count, gentlemen. Come on out.

Adebisi: I was getting to know my new soul mate.

(The lights go out for the night.)

(At the CO station.)

Wittlesey: There's something in the air and it ain't love.

(In Beecher's and Adebisi's pod.)

Adebisi: I won't be fucking you, prag. At least, not tonight.

(In the cafeteria.)

Schillinger: Hey. Mind if I sit here? Vern Schillinger. I understand. I saw last night, Adebisi giving you shit, taking your stuff.

Beecher: This morning he stole my watch.

Schillinger: That sucks. He tried the same shit with me when I first got here.

Beecher: What'd you do?

Schillinger: I went to McManus, asked him to switch me to another pod.

Beecher: And he did?

Schillinger: Yeah, sure. Just don't say it has to do with Adebisi. Get him in trouble and he'll kill you. In the meantime, wear armor.

Beecher: Armor?

(Schillinger pulls his shirt up to show a phone book protecting his stomach.)

(In Em City. Beecher is moving to another pod.)

Adebisi: You ratted on me.

Schillinger: Back off.

Adebisi: Who are you telling to back off?

Schillinger: You, boy.

Adebisi: Oh, yeah? Make me back off.

Wittlesey: Play nice.

(Beecher moves into Schillinger's pod.)

Schillinger: I'm on top.

Beecher: OK.

Schillinger: You're not a Jew, are you?

Beecher: Me? Jewish? I don't even like Barbra Streisand.

Schillinger: Like my tattoos? I'm gonna have to get you one.

Beecher: No, thanks.

Schillinger: Oh, yeah. I'm gonna brand you myself.

Beecher: Livestock gets branded.

Schillinger: Livestock. That's what you are. My livestock. Because now, Tobias, your ass belongs to me.

(Hill narrating. Shots of Schillinger branding a swastika on Beecher's ass.)

Hill: They call this the penal system, but it's really the penis system. It's about how big, it's about how long, it's about how hard. Life in Oz is all about the size of your dick and anybody who tells you different ain't got one.

Schillinger: Bitcher, come on. Breakfast.

Beecher: No.

Schillinger: Suit yourself.

Wittlesey: Shakedown!

(In a hallway.)

Glynn: Shakedowns aren't enough. We need more than a few sniffing dogs to stop the flow of drugs.

McManus: We need to fight the addiction.

Glynn: No, we need to fight the traffic.

McManus: How do we do that?

Glynn: Weeklong lockdown. Let's see them trying to move their shit sitting in their cells 24/7.

McManus: Yeah, so I get it. Your big idea is to punish everybody, guilty or not, right?

Glynn: I sure as hell don't hear you coming up with anything better.

(In a conference room.)

Healy: I'm telling you, Leo, fucking McManus is out of fucking control. He tells me yesterday he's thinking of starting a quiet time. You ready for that? An hour every day the cons gotta sit in silence. I mean, what's next? Milk and cookies? Arts and crafts?

McManus: Maybe you should've listened to what I was saying, Healy. We gotta make 'em be quiet in here, because when they get out and get a job, they're gonna have to sit and do their work and be quiet.

Healy: Oh, come on, man. What kind of fairy dust have you been snorting? These stupid fucks aren't gonna go work for fucking Microsoft.

McManus: Bullshit. If an inmate survives Oz, he's got balls on the street. I wanna take some of the glamor away from that. I wanna take some of the glory away from that. Maybe a high school education, maybe to learn to fucking read.

Glynn: If everybody's done making speeches, I'm moving on. Next item, no smoking rule.

McManus: More bullshit. You expect us to enforce this ban?

Glynn: These are state guidelines, recommended by the Board of Corrections, passed by the Legislature, signed by the Governor.

McManus: The Governor's an asshole.

Glynn: You mean politically or are you speaking personally?

McManus: He campaigned on the "no perks for prisoners" platform. He's gonna reinstate the death penalty, he's gonna slash our budget, he's gonna incite a riot.

Healy: A riot?

McManus: Yeah. I heard what happened in the cafeteria. It's just gonna escalate. This place is fueled by smoke.

Glynn: I know that Marlboros aren't gonna disappear. They're just gonna go underground like the drugs. I said we had to enforce the new rules. I didn't say that I liked them. Next item, Kareem Said. Now, he arrives today and I don't have to tell you what a potential powderkeg this can be, not just because he blew up a white-owned warehouse in his community. Said claims that he is not a criminal, that he is a political prisoner and until all the appeals and shit are cleared, he is to be treated with kid gloves. After that, we can bury him in gen pop.

(Hill narrating. Shots of Said's crime.)

Hill: Prisoner number 97S444, Kareem Said aka Goodson Truman. Convicted June 6, '97. Arson in the second degree. Sentence: 18 years. Eligibile for parole in 5.

(In McManus' office.)

McManus: In Em City we treat each other the way that we would like to be treated. We treat each other with respect.

Said: And what happens when one of us does not respect the other?

Glynn: There's violence.

Said: Then prison life isn't all that different from the outside world.

McManus: Your celebrity status doesn't buy you any extra advantages here. All my prisoners are equal.

Said: How ironic. To finally be an equal in a place where I do not have the freedom to enjoy it.

McManus: You do the work assigned you, you stay out of trouble, we're gonna get along just fine. Otherwise, you go into the general population and, Kareem, in the rest of Oz nobody's treated the way they would like to be treated.

Said: Then I consider myself warned.

McManus: I've read a couple of your books. I know the influence that you can have over other men. So I was hoping we could work together to make everybody's stay here more productive.

Said: I would like to help my brothers live a full life.

Glynn: Yes, so would we all. Anything else we can tell you?

Said: No. I do have one thing I can tell you.

Glynn: What's that?

Said: 78% of the population at Oswald State Penitentiary are men of color. The ratio is, at last count, one officer for every nine prisoners. We can take this prison anytime we want to.

Glynn: You can take it, but you wouldn't be able to keep it.

Said: That remains to be seen.

Glynn: Are you telling me you intend to start a riot?

Said: What I'm telling you is, as of today, I run Oz.

Glynn: Don't you fuck with me, my brother. Officers!

Said: Asalaam aleikuum, my brother.

(Hill narrating, as Said enters Em City.)

Hill: There is always in Oz an undercurrent of fear, of violence, of hate, waiting to explode. Prisoner number 96C382, Dino Ortolani. Convicted December 12, '96. One count murder in the first degree, assault with a deadly weapon. Sentence: Life imprisonment without the possibility of parole.

(Flashback to Ortolani and Ryan getting into a shoot-out.)

(In a stairwell.)

Sister Pete: McManus, we gotta talk.

McManus: About what?

Sister Pete: About sex.

McManus: Sister, you're insatiable.

Sister Pete: And you are not that funny. Look, Dino Ortolani has requested a conjugal visit.

McManus: So?

Sister Pete: Well, that would make it the fourth since January.

McManus: So?

Sister Pete: Well, so, it's part of my job to arrange for inmates and their wives to... Excuse me, am I in your way here? To arrange for inmates and their wives to make whoopie. And it's part of your job to tell me if said inmate has earned said whoopie.

McManus: Four times in a year. That's more sex than I had when I was married.

Sister Pete: Maybe that's why you're divorced.

McManus: Give him a six hour conjugal.

Sister Pete: Wow, is that all?

McManus: Yep.

Sister Pete: Well, I just hope he's not a premature ejaculator.

(In the cafeteria. A worker brings the Sicilians their food.)

Ortolani: Whoa, for a second there I thought you'd escaped.

Schibetta: Thanks, kid.

D'Angelo: He ate his mother.

Schibetta: Get out of here.

D'Angelo: So I heard. He killed her, then he blew off her head, smothered it in onions.

Ortolani: What, no garlic?

D'Angelo: He had his father in the freezer.

Schibetta: Sick fuck. What the fuck's wrong with this country? In the old days, murder was murder. You killed someone, it was business. You sure as Christ didn't eat them.

Ortolani: Times have changed, Nino.

Schibetta: Fuck that. Times changed. Nothing changes. Nothing ever changes.

(In Em City.)

Said: Now, my brothers, we must dedicate ourselves to a whole different set of principles, to a whole new set of priorities. We must rekindle our natural sense of purity. Our heart and our mind must be cleansed and then set free. That means no drugs, no alcohol, and no cigarettes, brother. Yes, my brother. No foul language and no abnormal sex. You see these temptations? They must be replaced by a strict discipline and a channeled focus. And not only will our lives here in Satan's house be improved, but our spirits will be renewed. We are not a gang of hoodlums. We are a group of men rooted in Africa and living in America. We are strong and proud. We are an entity, a presence. We are a force and we must be dealt with. We are voices and we must be heard. Now this white man, he may have enslaved us with his laws and he may have enslaved us in his jail, but he has not, cannot, will not enslave the very essence of our mortal soul.

Schillinger: You hearing this shit?

Ortolani: Yeah.

Schillinger: Yabba dabba doo. This fuck Said is a threat. You tell Schibetta we gotta stick together on this one.

Ortolani: See me riding a bicycle?

Schillinger: What?

Ortolani: I ain't a messenger boy. You got something to tell Nino, tell him yourself.

Schillinger: Yeah, yeah. Hey, lookie here. I may not have to worry.

Markstrom: The fuck you doing, Kareem?

Adebisi: You like being on your knees? You like to suck dicks?

Keane: What the fuck you doing, huh? Get your ass outta here. You been talking to my boys about dealing drugs? Stay the fuck outta my business.

Said: Is this what you want?

Keane: Huh?

Said: Is this really what you want?

Keane: To bust your ass, yeah.

Said: Muslims believe in non-violence. We believe in respecting our neighbor.

Keane: Well, we don't.

Said: I will give my life for you.

Keane: You gonna have to.

Said: So be it. (Turns to a Muslim.) Brother, hit me. Come on, I told you to hit me, now hit me. Hit me! Hit me! (The Muslim hits him in the chest.) Hit me in the face brother. (He hits him.) Again! (He hits him.) Harder! (He hits him.)

Wittlesey: What the hell's going on over there? Come on, break it up!

Keane: You a crazy motherfucker, you know that?

Said: Asalaam aleikuum, brother. Peace be unto you.

(At a table.)

Ortolani: What day is it?

Schibetta: Friday.

Ortolani: Friday? Feels more like Monday.

D'Angelo: Guess who's checking into Oz tomorrow?

Schibetta: Your uncle Vinnie.

D'Angelo: Good guess. Ryan O'Reily.

Ortolani: Get the fuck outta here.

D'Angelo: I'm shitting you? Why am I gonna shit you about that scum?

Ortolani: They gotta be crazy to put that motherfucker near me.

Schibetta: Maybe they know exactly what they're doing. Be careful, Dino.

D'Angelo: He ain't gonna be in Em City. He gonna be somewhere over the rainbow.

Ortolani: I'm gonna cap that motherfucker.

Schibetta: You're not gonna do a fucking thing unless I say so. Capice?

Ortolani: Capice.

(In the gym. Ortolani is boxing as flashbacks of the shooting between him and Ryan are shown. Ryan comes to Oz and is handed his things.)

Ryan: Thanks.

Mineo: Count!

(Hill narrating.)

Hill: Oz is where I live. Oz is where I will die, where most of us will die. What we were don't matter. What we are don't matter. What we become don't matter. Does it?

(In the cafeteria.)

Ortolani: What's up? (Billie winks at him as he walks by.) Fucking faggot! (He sees Ryan come in and starts to get up but Schibetta pulls him back down.)

Ryan: Come on, get up!

Ortolani: He's gotta disrespect me like that, man.

Schibetta: Are you stupid or what? There are cops all around the place.

Ryan: Who's Keane?

Keane: Me. So?

Ryan: I'm O'Reily.

Keane: Like I said, so?

Ryan: I heard you can take care of a little business for me.

Keane: What kind of business?

Ryan: Dino Ortolani. I want him airholed and I am willing to pay.

Keane: We don't kill wiseguys around here. (Shoves a tray at him.)

Ryan: (Shoves the tray back.) Yum, yum. Plastic.

(In a hallway.)

Ryan: My brother says hello. Says you can help.

Healy: I'm here, ain't I? (Into his mic.) Open gate 57 vega. (Ryan steps through.) Shut it.

Ryan: Ortolani. The niggers are afraid to touch him.

Healy: You don't have to worry about wasting Ortolani. He's on self-destruct.

(In Em City. Ortolani goes to the showers and Billie follows him. Ortolani beats up Billie and a CO and is thrown in the hole while Billie is taken to the hospital.)

Mineo: Back to your cells!

Keane: What happened? What happened?

CO: Lockdown! Lockdown!

Keane: Who did this to my brother?

(In the hospital.)

Nathan: Don't play with that. You better hope they get Billie Keane to City Hospital on time. If he flames out, you're up for murder.

Ortolani: Doctor, I'm in here for life. I don't think one more murder's gonna matter. By the way, you have an angel's touch.

Nathan: When you were outside, you ever get laid with a line like that?

Ortolani: Outside I was faithful to my wife.

Nathan: Yeah.

Ortolani: I was faithful by choice. In here I don't got no choice. Or do I?

Nathan: No choice, no chance.

Ortolani: How come you're not volunteering over at the women's prison? How come you're in here shaking your tits at 1400 guys?

Nathan: I'm trying to meet men. I'm bored with the bar scene.

Ortolani: So you married?

Nathan: It's none of your business.

Ortolani: 'Cause I gotta wonder about a guy who'd let a slice come into a pit like this. I mean, don't he got any concern for you?

Nathan: Oh, he's got plenty of concern for me.

Ortolani: So you are married. Ow.

Nathan: You happy?

Ortolani: Happy, Doctor? Oh, I'm delirious.

(In McManus' office. Someone knocks.)

McManus: Yep. (Ortolani is brought in.) Yeah, have a seat, Dino. Take the cuffs off, please.

Healy: Are you sure?

McManus: Am I sure? Yeah, I'm sure. Take the cuffs off, please. You can wait outside. How you doing, Dino? You're doing a lot better than Billie Keane cause he's in intensive care now.

Ortolani: I don't start fights.

McManus: Yeah, I know, you finish 'em. Look, I'm gonna tell you something. I'm gonna say it once and I'm gonna say it as simply as I can. Every inmate, every officer either hates your guts or their terrified of you, or both.

Ortolani: Being popular has never been a big concern of mine.

McManus: Well, how about staying alive? Is that a concern? Hmm? Keep it up, someone's gonna kill you.

Ortolani: So what? I'm gonna be sitting in that cell 'til they carry my tight little guinea ass out in a body bag so why don't you shut up and put me in the fucking hole.

McManus: Dino, do you know why in Em City I put lifers in with all the rest? So that people can learn to live together. And not just for when they get released. Even if you're in here for the rest of your life, even if you're here until you die, your life can have some purpose.

Ortolani: Hey, you hear that? Are you on drugs, McManus? If you're not, you should start.

McManus: You know, this is your third fight related to some sort of homosexual encounter. You can't go swinging at a guy everytime he makes a pass at you, Dino.

Ortolani: What am I supposed to do? The guy's being all faggish, stroking his dick in front of me trying to make it hard.

McManus: Laugh it off.

Ortolani: I don't have that kind of sense of humor.

McManus: As punishment, instead of putting you in lockup, I'm assigning you to work in the AIDS ward.

Ortolani: What? What the fuck? What, are you fucking nuts? Hey, I work in the kitchen!

McManus: Mr. Healy? You work in the AIDS ward. (Ortolani throws a cockroach at him.) You Fucking Punk! Get the fuck outta my office!

(In Em City.)

Ortolani: Nino, you gotta do something about this, man. You gotta get me off this hospital duty shit.

Schibetta: Who the fuck are you talking to? I don't gotta do a fucking thing.

Ortolani: I'm telling you right now, man, I am not touching those diseased faggots.

Schibetta: Most of them are junkies.

Ortolani: Junkies, I don't care how they got it. I don't wanna get it.

Schibetta: Then be careful.

Ortolani: What, are you saying you ain't gonna do nothing?

Schibetta: That's right.

Ortolani: I run the kitchen, Nino!

Schibetta: You're raising your voice to me. This is what I'm talking about. You gotta learn to behave. Wiseguys been running these joints for generations. How? With this (Grabs his crotch.) and this (Touches Ortolani's forehead.) We run the racket same as on the street, but you, you're gonna kill O'Reily, you're gonna kill the faggot. You gotta learn to think before you act. Life ain't an icepick. So go play nursemaid for a while. Go wipe some asses.

Ortolani: Wipe some asses.

Schibetta: Yeah.

Ortolani: Fuck McManus and fuck these motherfuckers.

(In the AIDS ward.)

Ortolani: Chow time, Sanchez.

Sanchez: I'm not hungry.

Ortolani: Dr. Nathan said you might say that. Dr. Nathan said to feed you anyway. Open your mouth!

Sanchez: I wanna die, man.

Ortolani: Open your Goddamn motherfucking cocksucking mouth.

(In a hallway.)

Nathan: Well, thanks a lot.

McManus: It's so good to see you too, Gloria.

Nathan: Thanks for shackling me with Dino Ortolani. Not only can't he keep his hands off my fanny, he's got the bedside manner of Atilla the Hun.

McManus: Well, he gets into a fight, I stick him in the hole. Every time. I'm trying to break the pattern here.

Nathan: He's a violent criminal, a thug born to kill. He'll never change.

McManus: So what do you suggest, then? Caning? Castration?

Nathan: Lorazipan. Sedate Ortolani with 4 milligrams of Lorazipan. Put him in a passive state, he gets a great buzz, and he doesn't harm anyone.

McManus: Better prison through chemistry?

Nathan: Grow some balls, Tim.

McManus: Free for dinner tonight?

Nathan: I'm married.

McManus: You're separated. Wanna have dinner?

Nathan: Yes.

McManus: I'll have balls by then.

Nathan: Hopefully.

(In the kitchen.)

Keane: My brother's lying in the fucking hospital, half dead, tubes up his nose cause of that fucking dago.

Adebisi: What do you want?

Ryan: I heard you were having a meeting abour Ortolani.

Keane: Brothers only.

Ryan: Yeah, whatever.

Healy: What's going on? What're y'all doing in here?

Keane: He's just consoling me about my brother.

Healy: Well, your brother's a fag, Keane. They say it runs in families. You a fag too?

Keane: Why don't you suck my dick and find out?

Healy: You got two minutes to finish your work. Everybody else out!

Ryan: That's cute. You and me, we can get the job done.

Keane: Johnny, you're up. Why don't you go in the hole and whack that wop.

Ryan: McManus didn't put Ortolani in the hole. He's got him doing bedpan duty in the AIDS ward.

Keane: Yeah?

Ryan: Yeah. It'll take a couple days, but I'll get your man Post here reassigned to the AIDS ward.

Keane: Fine. When the moment's right. You take that guinea out.

(In Em City.)

Schillinger: Dino, my friend. I've been looking for you.

Ortolani: Yeah, what do you want, Schillinger?

Schillinger: I heard you crippled Billie Keane. The Aryan Brotherhood is grateful.

Ortolani: Swell.

Schillinger: Just trying to give you a little jizz here.

Ortolani: I don't need your jizz.

Schillinger: Fuck you, then.

Ortolani: Fuck you. What happened in the shower was between me and the fag boy had nothing to do with you, you fucking redneck scumbag. Why don't you take your fucking pure white ass and get the fuck away from me?

Schillinger: Stupid greaseball.

Mineo: Count!

(Hill narrating.)

Hill: Greaseball, cracker, mick, spic, kike, gook, nigger. Words. Words are weapons. I'd rather have a Mach 10 anytime. Some inmates say that violence is the worst thing we gotta face. For me, the worst thing is the great yawn. How do you fill day after dull ass day? We got these routines that are supposed to give our lives order and meaning. But I'm here to testify that I'm less afraid of getting shanked in my back than the routine. Cause the routine, man, the routine'll kill you.

(In the AIDS ward.)

Sanchez: I wanna see my daughter. Hey, I wanna see my daughter!

Ortolani: You're more fucking trouble than you're worth, Sanchez. You have a daughter? Thought you were queer.

Sanchez: Queers have daughters. She's three.

Ortolani: I have a son that age.

Sanchez: You want cigarettes?

Ortolani: You're not allowed to smoke. (Lights up two cigarettes for himself and Sanchez.)

Sanchez: I wanna see my daughter, where you going? I wanna see my daughter.

Ortolani: Right here, man. So tell me, why the fuck did you get AIDS?

Sanchez: I loved... I love heroin. It took me to another body. Made me feel golden. You?

Ortolani: No, I never liked that shit. I sold a lot of it though.

Sanchez: Maybe I got mine from you.

Ortolani: No, I was never on the street dealing.

Sanchez: Still...

Ortolani: Listen, you little fuck, I was in the business. Pure and simple. I never told you to fucking share your needles with anybody. No smoking.

(In a hallway.)

Post: Yo, Ortolani!

Ortolani: What do you want, Post?

Post: I'm gonna be working in the AIDS ward with you. Great news, huh? Got a extra cig?

Ortolani: No, no extra.

McManus: Hey, Ortolani! How you doing?

Ortolani: Oh, Christ.

McManus: You know, Jesus Christ, this is like fucking high school.

Ortolani: You think by shoving me in the AIDS ward you're gonna change me? Huh? Let me tell you something, coach. Even with all your good intentions, all your reforms, and all your overall policies, I ain't ever gonna change. We ain't ever gonna change. None of us.

(In Sister Pete's office.)

Sister Pete: Hi, Timmy, what's up?

McManus: Dino Ortolani. Cancel his conjugal visit. Tell him instead he can have family time.

Sister Pete: Family? He's Italian. That could mean upwards of a hundred people.

McManus: No, no, just his wife and kids. And I want 'em to meet behind the glass. I want him to see 'em, but no touching.

Sister Pete: Oh, Tim, you wanna be careful.

McManus: About what?

Sister Pete: Of playing God once too often. If you're not careful, the real one's gonna get very pissed off.

(In the visiting room.)

Jeanie: Hi! Listen, why don't you go play over there. Let me talk to Daddy.

Ortolani: Hey, baby.

Jeanie: Hi. What happened? Why you got sandbags?

Ortolani: I slipped in the shower.

Jeanie: Shh! Be quiet!

Ortolani: Let 'em play, they're kids. Don't keep them cooped up. How you doing, Jeanie?

Jeanie: The house is so empty.

Ortolani: They treating you ok?

Jeanie: Of course. But, baby, the money don't mean nothing to me.

Ortolani: As long as you can take care of those two, that's what's important.

Jeanie: I miss you.

Ortolani: What'd I tell you about what? You have to go on with your life.

Jeanie: I don't wanna hear about that.

Ortolani: You have to go on with your fucking life, Jeanie. You have to make like I'm dead, you have to treat me like I got shot, like Mario and Jake.

Jeanie: What? You want me to find a guy? You want me to get married again? You want some guy watching your kids grow up? Call him Daddy?

Ortolani: I don't want you ever bringing them back here, ever again.

(In Nathan's office.)

Post: So the fucking pussy took the state to court, said smoking was bad for his health. What the fuck? This whole fucking place is bad for your health, you know what I'm saying? So the state bans cigs in prisons. I'm 30 years without a fucking cigarette? No fucking way. They don't even let the brothers in solitary smoke, like they're worried about catching fucking lung cancer.

Ortolani: You like to hear yourself talk, don't you?

Post: You ever wonder what it's like to burn somebody's eye out?

Ortolani: Oh, yeah.

Nathan: Put that out. You, get outta my chair.

Ortolani: Yes, ma'am.

Nathan: Go take care of Emilio Sanchez.

Ortolani: What'd he do now?

Nathan: He had an accident. Change him and then sponge him.

Ortolani: No way. I ain't touching that diseased turd.

Nathan: Oh, yes, you are.

Ortolani: Oh, no, I ain't.

Nathan: Look, Sanchez hasn't got long and he knows it. I can't do more for him than dull the pain and the least that you can do is not let him die lying in his own shit.

Ortolani: OK. (She hands him a pair of rubber gloves.) Thank you.

(In the AIDS ward.)

Ortolani: Let's go, Sanchez.

Sanchez: I wanna die.

Ortolani: Yeah, well, you're gonna get your wish.

Sanchez: Please.

Ortolani: Please, what?

Sanchez: Help me.

Ortolani: Help you? (Lights a cigarette and hands it to Sanchez.) Here. (Sanchez turns away.)

Sanchez: Help me die.

(In a bathroom.)

Ryan: Fancy meeting you here. Hey, I want you to know, Dino, I got no hard feelings. Your goomba tells you to kill me, you try to make your bones, I appreciate that. It's not your fault I didn't die.

Ortolani: Yeah, it's not your fault you'd have the balls to come after me, right? You're a 158, you rat bastard.

Ryan: See, now you're trying to provoke me into a fight, which'll go down on my record, which'll keep me from getting a berth in Em City.

Ortolani: You coming to Em City?

Ryan: Yeah, how about that? You and me, lasagna boy, side by side every single day for the rest of our lives. Unless, of course, I get paroled in twelve.

Ortolani: You come to Em City, you're dead.

Ryan: I guess that means I can't use you as a reference, huh?

(Ortolani attacks him and shoves his head in a toilet, then leaves and collapses against a wall as Said comes by.)

Ortolani: You can take a punch, huh?

Said: When I have to.

Ortolani: Got all the answers too.

Said: No, not all. But some.

Ortolani: Yeah, well, it's too bad you're the wrong color.

(In the AIDS ward. Ortolani comes in and suffocates Sanchez. Another inmate sees him.)

McManus: What's going on?

Nathan: He killed one of my patients. I came in but it was too late already. He's a monster! You gotta do something! You gotta stop him!

(CO's beat Ortolani into submission and he's put in isolation and injected with a sedative by Nathan.)

(Hill narrating.)

Hill: People kill to stay alive. That's as true in prison as out. I wonder why in here we fight so hard to stay alive. A man gets sentenced to 100 years, he really thinks if he exercises, gets all buff, stays diesel, he's gonna walk out? A judge says life imprisonment without the possibility of parole. Without the possibility. Lifers. At some point they realize they ain't going nowhere. I seen it happen. A calm comes in their eyes. It's like they figured out something that the rest of us are never gonna see. They're suddenly free in a whole other kinda way, they're ready to die. And maybe they do what they can to help that shit along.

(Healy lets Post into Ortolani's cell in solitary. Post pours lighter fluid on Ortolani and lights a match, letting it fall.)

(McManus' office. He's looking through Ortolani's file and the pictures of his burned body.)

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