you know my back - how's atley -- ? let them go -- let them go. and i'll leave . you don't have anything on me. a misdee auto-theft. i got no record. i'll be out in three days, and back at it. or you let them go, and i give you my word. i'm gone. and without the ringleader . your tee-times have just grown exponentially. you have my word. you know what you got here? there's excessive resistance in the cranking circuit . you know what you gotta do -- ? you have any other answers besides "not really"? right. you want to test the voltage drop . use the voltmeter . remove the primary lead from the ignitioncoil and crank her . see what you got . you understand -- ? those things'll kill ya, budgy -- 1980 mercury cougar. 255 cubic inch v8 . based on the ford thunderbird bodyshell; they modified the chassis, but didn't improve its performance. that i did, budgy. that i did -- excuse me -- what's going on -- ? hello, atley . how's the leg? what are you doing here? what about? thanks, donna -- six years . tell me about kip - what kind of job. ? a boost? what's kip doing on a boost? it seems she neglected to mention it don't feel the need to explore my family dynamics, atley. who was the job for? who's a guy gotta know to get a tuna melt in this joint -- ? how ya doing, ruby -- ? right . you, too, ma. how's kip? no. atley jackson came to see me . why didn't you tell me? he's in some trouble . you getting my checks . ? he doesn't return my calls. or my letters . hey, kip . that's right. you, too little visit. check on the family. sure. hey, toby. you grew up he give you an advance -- ? you just give 'im back the money. all's well. you listen to me, baby brother. you fancy yourself some reat neat tough guy scumbum, well, woop-tee-doo, little puppy with a poundcake. but i remember the days when you used to steal my colorforms and eat 'em. so you can't stop me from saving your "dangling ass' if that's what i feel like doing. randall raines to see mr. calitri . how ya doing? it's about my brother . kip. jesus . i don't want him hurt. i'm sure you're working your way to the point. i'll wait right here . i could kill you. that occurred to me. when i first heard about this. that i would kill you . i can come up with the front money. pay you back. they gave you only four days? i'm not interested -- i'm just here about my brother. sound it out for me. and if he doesn't make it -- ? i don't want them hurt. any of 'em. you know my back. the other day. no particular reason. catch a laker game. i heard we got shaquille . just out there. roaming around. building up my collection of refrigerator magnets . not at all . a little family emergency -- no. kip. and this has what to do with me? kip -- ? you all right -- ? just hold-on there -- oh. you maybe have more than one enemy who owns a car-crusher -- ? easy . take it easy . we're almost there. you okay -- ? sure -- you sure you're okay -- ? yeah - something like that - yeah -- okay -- what do you got . ? there's certainly a time and a place for a mellow olive - so what are you gonna do? "about what?" i can see that - what happened to you? you just got crushed in a car. you're bleeding all over your self. and you sit there - eating olives and talking basketball, as if, at this very moment, people weren't plotting your demise . "over--" you know - i can maybe understand, since i been gone, you taking up this dumb-ass life of crime, and for that i can partly blame myself. but what is baffling to me, is how, since i been gone, you've become a complete and total moron-- he's gonna kill you -- ! you can handle it? you can handle it? you? you? you don't think so, huh? what's with the fish thing -- ? fish. also, never underestimate the restorative powers of "karaoke." you have a hollandaise sauce ? speak for yourself, boss i don't have a hollandaise sauce i think about that night a lot. how they were just there . waiting on us . the fix was definitely in . yeah tell him to lay off kip and them tell him it's on hello, otto . of course. hi, junie -- what happened here -- ? the chop-shop. where are the stripped cars? the rolled-back odometers? the part bins? you, too, otto he's gotten involved -- you think it can be done? tell me. the hard part . is he still working here ? i just don't know how happy they'll be to see me and the moral of that story is -- ? how you doing, man? you know where the others are? forget that . that's right. only 10 exotics . if we put out the word. that we're crewing-up, for a one-time-only job. what do you think that'll yield? well, the three of us don't'exactly inspire confidence. i know. weird, huh -- ? what are you doing here? no we don't - his criminal career has officially come to a close . we do this. then. you're finished. then. you're clean you hear me? how old are you now, toby? okay, then. otto? you got maybe a better plan? "shadow games?" you spread it out, by the 2nd night, the heat are onto you. know something's up. with a one-night boost, by the time all the cars are reported stolen, your ship's set sail. yeah. he's knows of one all right. see you're still stealing the sailors from the sea -- the hip, cool, sexy thing was getting old. you still wrenching at bacchiochi's? buy you a drink? "mitch?" so i was replaced by mitch? wow. and to think all i accomplished these past six years was the "lord of the rings" trilogy. on account of mitch? i've taken the spear for a lot of people, sway. including you. can't we improvise a little here . ? i left town. i didn't leave you. and here i am. kip's in trouble kip took a job. fifty ladies in two weeks. only the two weeks have turned into four days. and not a single lady has been snared. six or seven. i understand - i'd go so far as to say "lovely." really? what's it look like? if you change your mind. we're at otto's. it's 50 ladies in 24 hours. for the carpenter. 200 k and kip's life on the felt. so long now . where'd you pick her up? well, take it back -- take it back, freb -- you know my back. stopped by to see otto. say hello. you're thinking: okay, there's no want . but they probably stripped its guts and crated 'em up, right . ? let her rip . i don't think so, detective . hey - what time of year? you ever wonder what things'd be like if he hadn't died? kip and i'd probably be working at the dealership. imagine us selling cars? mother -- ! you remember that, kip? after he died . i think that's what i missed most of all . that there was no different cars every night . when i started hanging around otto's . and he started showing me the things . it was a way to kill two birds . put food on the table for you and kip . and . ride in different cars every night . just like when dad was here. we do it. he'll get clear once and for all this eleanor's been living at the international towers for 3 years now. the 167 mustang shelby mustang gt-500. all the vehicles get code names. female names. you say "eleanor lives at such and such. " and no one listening on the waves is the wiser . and there she is -- she's not. carroll shelby tweaked the mustang's high-performance 289 engine and got it legally rated for the street at 450 horsepower . but its actual output is closer to 600 . she soars - see you in a few days, eleanor -- so what's in there -- ? that's mirror man . and that's freb . and tumbler . and toby . fellas, this is sara wayland. they call her "sway." of course . okay. we're all here. today's wednesday. d-day is friday night . that gives us two days to prep . we're going to find the ladies on our list, find out where they live, when they're home; that they're properly insured . let's get into the vans -- we're going shopping -- ! how's it going -- ? jim rockford. rockford files. robin was robin masters. he owned the estate they lived on . hello -- ? what's wrong with her -- ? annie -- ? right. great car. one of a kind. i was looking forward to that boost myself they only made a handful. we're lucky there's even one living in the area. i put the boys on it. they're clever that way. that what you want? okay. i always thought you'd follow me up. very good. no way . no . oh. okay. right. i'm on the move - not my girl anymore what do you want from me? this one . how long were you gonna let me try and stop it? thank-you . ain't we good-timing here . ? dad'd be proud -- what era was that -- ? as opposed to now, kid car crusher? what about just getting a job, 9 to 5, five days a week, that whole mystery achievement -- ? we've got to shake them tomorrow night. i'm making that your problem. that's called delegation of duties. you like it -- ? okay. tomorrow night it's on. each team has been assigned their ladies. the teams are: me and sway. donny and freb. kip and tumbler. mirror man, you and the sphinx . you'll be at the docks . keeping otto abreast of our progress . because you should be home with nintendo, listening to the spice girls, little man . everyone know ray calitri? pillar of the community . get out of here, ray -- get out -- okay, okay. the important thing to remember, is to think slow. take your time. it may not seem like it, but the night is long. long enough. just think slow and think smart. how we doing, o -- ? okay. all our ladies should be home now, tucked in bed. let's keep chilly. think slow. any questions? only use the phones when absolutely necessary. otto's default hq . let's go get 'em. ready -- ? no. open her . a little trick i picked up at the car thief retirement home . gosh, no. lipstick? what next? mascara, blush, floral-print dresses? wow. bozo, the very sexy clown -- no. i had a girl. she was great. the problem is: great girls come along once every ten years. so i gotta wait another three years before i can even bother to look. her parole officer strongly recommended it . having fun, kip? how's it going? c'mon, gang. let's focus. sway, can you prep 'em -- ? i know. but let's prep 'em. we could stay here all night. that wouldn't be good -- you okay -- ? too early to tell. nervous? that's strange. i'm nervous. donny's nervous. everyone's nervous. but not you. that's a good attitude, kip. for everything but stealing cars . hello, tracy. what's this guy up to -- ? okay, check with you soon . what about you? shhh. car thieves are your weakness. i take out my slim-jim. slip it in . unlock your button . the alarms go off . i pop your hood; find your siren wires i do . i cut "em. now. i'm in . i ratchet your ignition mechanism . with a twist of my wrist . you're turned over . hear you roar . let me worry about the club . i've got you floored. we're off . take the curb. man, can you corner. know not to get on it . momentum shift . don't get on those brakes too hard . get her up on her tires. up on her toes. up . up. up. and tracy's on the move . donny got shot . a jacker . they got him to the hospital. he's stable . c'mon, kip - you're gonna be okay, toby. you are . we'll getcha fixed up. call 911 - do it! now -- ! what did i tell you? what? what did i tell you? come here -- come here - come here - i know. i've missed you, too i know . stay here. stay here a while. i'll be back . kip's not clear yet. we got one more to go -- yeah . you -- ? shit . shit . yes, sir. the truth is - my car here doesn't have a tape deck. you mind hooking me with up with some driving tunes ? attaboy -- thanks, brother heavy sigh. he shuts off the radio . and there's a strange silence. as everyone waits . watches . this is number 50. we did it. it's over where's the money ? you should never have gotten my brother and his friends involved . well, now, he's clear. and you'll stay away from him. you don't want to even sniff at that -- what do you mean -- ? you got no choice. it's over. tell you what i'm not doing: i'm not gonna let you get into my kool aid. my version of "take this job and shove it" this is all about there not being a next time, atley -- absolutely. point-five . thank you. what are you doing here? where'd you find this one? you boost her -- ? move over . you okay -- ? it's over. the dumb shit is over . you know my back. not bad don't look so glum, detective. it's a beautiful day, the birds are singing, and there's a container ship on pier 14, that's guaranteed to bring you glee . consider me gone, detective -- double-meaning intended -- split it up. any word on donny? what happened to sway? you remember where you got this eleanor -- ? she's for sale. they're asking forty thousand. give 'em sixty . shocking, huh? we're clear now. it's done. i've never actually paid for a car. i want to see what it feels like i'll see you soon -- thought i'd go for a ride - you'll see me . seeing if you wanted to go for a ride? i dunno. i know a place. oh, yeah. for real, point-five. what -- ? she does have one thing you don't. bench seats. you like bingo -- ?