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I've passed the point of no return. Do you know when that is, Beth? That's the point in a journey where it's longer to go back to the beginning than continue to the end. It's like when those astronauts got in trouble. I don't know, somebody messed up, and they had to get them back to Earth. But they had passed the point of no return. They were on the other side of the moon and were out of contact for like hours. Everybody waited to see if a bunch of dead guys in a can would pop out the other side. Well, that's me. I'm on the other side of the moon now and everybody is going to have to wait until I pop out. Did you know, Beth, that in some South American countries it's still legal to kill your wife if she insults you?
~ William Foster threatening his ex-wife over the phone.

William "Bill" Foster, also called D-Fens, is the main protagonist villain of the 1993 film Falling Down. He was a mentally unstable man who went on a rampage through the streets of Los Angeles using a bag of weapons he stole from a gang member.

He was portrayed by Michael Douglas, who also played Gordon Gekko in Wall Street, and Steven Taylor in A Perfect Murder.


Prior to the events of the movie, little is known about his life. Apparently, he was in an unspecified branch of the United States Army for a considerable time, as displayed by his crew cut, military bearing, photos of him in the military, and a plaque on his wall briefly seen that says, at some point, he received a Purple Heart. It is unknown where or how he would have been injured, but it is entirely plausible that it could have been Vietnam. Following his discharge from his military career, he continued to work in the defense of the country he loved so much, getting a job as a a white-collar defense engineer at NoTec, the nearby defense plant. It is entirely possible that he was a technician of sorts while he was in the military, which provided some job security for him. There, he built missiles to "protect [America] from the communists" for seven years. However, after the fall of the iron curtain and the Soviet Union, the DOD began downsizing and he was essentially laid off for doing his job too well. He hid this fact from his mother and continued to pretend that he was going to work every day when he was not. He was shown reading the classifieds in the newspaper, searching for another job, which he promptly ripped up and used to fill a hole in his shoe. 

At some point in the 1980s (as evidenced by a photo of him and his family dated 1988), Bill married Elizabeth "Beth" Trevino and they had a daughter by the name of Adele. After Adele was born, Foster began to display signs of an impending mental breakdown, as evidenced by a home video of their daughter on her birthday, where Foster demands to Beth to put their daughter, who is crying, on a toy horse. When Beth objects to this, as Adele does not want to, Foster freaks out, clearly displaying signs of obvious mental issues. Worried about Foster's apparent Borderline Personality Disorder and concerned that he has a propensity for violence, Beth divorces her husband and places a restraining order on him, although he had not hit her. Beth said that she just "didn't feel like waiting around for it to happen". Since then, he had moved in with his mother. This had to have happened less than a year prior to the events of the film. 

About a month after he was fired in 1993, Foster gets caught in a Los Angeles traffic jam during the hottest day in the city's history. After waiting for several minutes in the sweltering heat and having to listen to the numerous disrespectful people around him, Foster finally gives up and abandons his car in the traffic. After running out of coins needed to make a phone call, he goes to a convenience store and attempts to ask for change. But Mr. Lee, the store owner, refuses unless he buys an item. Foster places a can of soda on the counter, and the Korean shopkeeper says the soda costs 85 cents. Foster then complains about the high prices, and Lee grabs his baseball bat. Both have a short scuffle before Foster stomps Lee in the stomach. He begins smashing up the store, every time the shopkeeper talks about prices of the items. He leaves the shop in ruins after the shopkeeper says the can of soda costs 50 cents before the price change.

At a hill where there is Hispanic gang activity, Foster was accosted by two gang members, who accuse him of trespassing. When the two hold him at knife-point and demand that he hands over the briefcase, Foster fights back with the baseball bat he got from the convenience store. Throwing away the bat as he yells at them to clear a path, Foster then picks up a butterfly knife, which is dropped from one of the gang members earlier.

Later on, as Foster calls his ex-wife on the pay phone, the two gang members from earlier spot him while they were driving their car with two other friends. They attempt to kill him in a drive-by shooting, but miss and only hit several bypassers (non fatally) in the process. The vehicle gets into an accident, and Foster walks up to the same gang member earlier, who was injured in the car crash. As the surviving gang member begs for his life, Foster spares him by only shooting him in the leg. He walks away with the gym bag full of weapons after telling the victim to take some shooting lessons.

In the next scene, Foster tries to get onto a bus, but to no avail. His anger rising, he walks the other way, but a nearby rude construction worker tells him that he can't walk that way, as they are doing construction for the subway line. As Foster is walking back through a park, he encounters an obnoxious panhandler who begs him for money. After much bother from the latter (who is obviously just a drug addict, as there are several flaws in his story about homelessness and serving in the war, which angers the beggar when Foster points them out), Foster grips the bag of guns tightly, obviously intending to kill him, but he decides otherwise and gives the briefcase to the panhandler. The panhandler was disappointed as the briefcase only contained a sandwich and an apple.

Foster then gets hungry and walks into a nearby Whammy Burger fast food restaurant. Foster asks for a breakfast sandwich but is told by the cashier, Sheila, that they stopped serving breakfast at 11:30. Foster looks at his watch and sees that it is 11:33, only three minutes later. Foster asks to speak to the manager, Rick, and attempts to convince Rick to serve him some breakfast, but to no avail. Rick tells him that he will have to order something off of the lunch menu, but Foster says that he doesn't want lunch and reminds him that "the customer is always right"; calmly setting his bag of guns down on the table in a warning. Rick says that that isn't their policy and mockingly apologizes. Foster then says that he is sorry as well, before pulling out a submachine gun. Everyone panics at the sight of the automatic weapon and Foster attempts to restore order, encouraging the customers to eat their food as if nothing is wrong. However, the gun, as it was converted to fire automatically, has a hairy trigger and Foster accidentally shoots up the ceiling, causing the customers to panic and then apologizes, as he didn't mean to. He then walks around the restaurant and asks the customers if their food is okay. One throws up and Foster jokes that "she doesn't like the food", before getting nervous at the amount of hostages and deciding to change his mind to eat some lunch. However, the burger he was served was not exactly the same as the picture on the menu, making Foster fly into a rage again, demanding what is wrong with the sandwich from the perplexed and terrified customers.

Foster leaves the restaurant and buys himself a snowglobe as a gift to his daughter. He then encounters a man who was denied a loan protesting outside the building, holding up a sign saying "Not Economically Viable", who is even dressed in the same clothes as Foster. This scene is significant as they both see each other as a victim of society. The police then takes said person away into a police car for domestic disturbance, and the arrested man tells Foster not to forget him. Foster acknowledges this, obviously feeling sorry for the man. Foster then went to a phone booth and tried to call his ex-wife again. However, an impatient man rudely accuses him of taking too long, swearing at him and calling him an "asshole", rather than just politely asking when he would be done. In retaliation, he quickly draws a submachine gun and shoots down the phone booth, blowing it to pieces, so that no one can use it, terrifying the man.

Foster then stops at an army surplus store to buy himself a new pair of shoes. The owner, by the name of Nick, offers him a pair of boots. Foster hides in the fitting room, just as Nick was talking to Detective Sandra Torres, who was looking for a man in his late 30s, with a white shirt and a tie and carrying a gym bag. After Torres leave, Nick congratulate Foster for shooting up the restaurant, having heard about said incident in there. Foster was disapproving of the store owner's bigotry towards black, jews and gays and insults. Angered, the man then pulls out his gun and demands that he get on his knees so he can turn him over to the police. As Nick searches Foster's gym bag, he throws away the snowglobe meant as a gift to Foster's daughter. As the man attempts to place Foster in handcuffs, Foster then takes out the butterfly knife from earlier and stabs his attacker on the shoulder, then shoots and kills the latter with the man's own gun in cold blood as he stares into the mirror.

Foster then changes into army fatigues after killing said store owner and stuffs him into the store's display case. Foster proclaimed to Beth that he "passed the point of no return" as he called her the fifth time. He felt that the journey to her home is better completed than to go back to the beginning. Foster also mentions that in certain South American countries, it's okay to kill your wife if she insults you. He tries to get Beth to put his daughter on the phone, but she hangs up on him. Walking closer to his home, Foster encounters a road repair crew tearing up a road that obviously has nothing wrong with it. Foster inquires what exactly the crew is repairing, and one of the crew members rudely tells Foster off, mocking his anger that they are only working on the road so their budget isn't cut. Foster pulls up his jacket, revealing a gun he had tucked into his pants, asking the worker once again what is wrong with the street. The worker changes his tone quickly and tells Foster that he thinks it is for the sewer, later admitting that there is nothing wrong. Foster doesn't buy it and tells the crewman that he will "give you something to fix", pulling out a rocket launcher. Foster struggles to figure out how to fire the weapon, but a young boy, who thinks that the construction site is a film set, instructs him how to arm the weapon, claiming that he saw how to use it on a movie. Before he can aim, Foster accidentally fires the rocket launcher by pressing the trigger button, hitting the mobile crane in the distance and destroying much of the construction site.

Foster then cuts across a nearby golf course. Two golfers in the distance in front of him, Frank and Jim, spot him. Frank yells out to Foster to get off "his" golf course, as he paid to use it, and it shouldn't be used as a sidewalk for other people. Jim warns Frank to stop insulting the man, as he doesn't like the look of him. Frank then attempts to strike Foster with a golf ball that he shot at him, but misses. Foster angrily takes out a sawn-off shotgun and begins ranting about how the golf course should be a park or nature preserve, and not some wasted piece of huge land for "a game for old men with nothing better to do". Foster shoots the tires off of a nearby golf cart, causing it to roll down the hill and into the nearby lake. Frank has a heart attack from the shock and Jim runs off to get help, namely Frank's heart pill medications from the golf cart, but it is submerged before he can do so. Foster cruelly tells the elderly golfer that he's going to die wearing that "stupid little hat", and asks him how it feels before walking away, leaving the man to die.

Foster then climbs over the barb-wire fence and into a nearby household, ranting to the nearby caretaker's family barbecuing at the swimming pool about amusing themselves seeing innocent people being hurt. He then ushers them into the shelter just as he hears police sirens. As Foster has a conversation with the family after he calmed down, he realizes that the young girl he was holding in her hand was bleeding, but actually, the blood came from his cut hand earlier. The father begs to be taken hostage instead of his children, but Foster angrily tells the family that he has no intention of harming them, insulted. He then says that he was going to go back home, and reminisces about how his daughter would play while he and his ex-wife "talked about grown-up things". Foster then says that they were all going to go to sleep together in the dark, and everything would be just like it was.

Foster then arrived at Beth's house after calling for the sixth and final time, but she had already fled with Adele, knowing that Foster was coming. Foster watches his home videos from marriage, and realizes that in one of him they were at his ex-wife's "favorite place", the Venice pier. Foster looks out the window, at the pier, directly in front of the house. He spotted the two and angrily left the house, grabbing a pistol from the bag on the way out. However, Sergeant Martin Prendergast and Torres arrived before he could get out. While Prendergast attempts to get into the house from the front door, Foster escapes by fleeing out the back door, running into Torres. Foster shoots Torres in the torso, wounding her, and then heads to the pier, in hot pursuit of his family.

After cornering them at the end of the pier, Adele was happy to see him but Beth was still afraid. Foster, who believed that they were still married, forcefully kisses the uncomfortable Beth, but when Beth tells him that he has to leave, Foster loses his smile and draws his gun, scaring away the onlookers. While Foster was hugging his daughter, Prendergast arrives and gets some popcorn from a snack shack, later giving it to Adele. When Adele offers some to her father, distracting him, Beth kicks the gun away from him and she grabs Adele and flees into the crowd of spectators down the pier, as Prendergast draws his revolver and confronts Foster. Foster and Prendergast talk, and the detective attempts to persuade Foster to come with him and meet some cops, referring to them as the "good guys". Foster then realizes that what he did throughout the entire day makes him the "bad guy", shocking him. Foster tries to excuse his actions, saying that he helped to build missiles and defend the country, but he wasn't rewarded for serving his country, instead they reward the plastic surgeons. Foster feels betrayed and that he was lied to, nearly breaking out into tears. Prendergast acknowledges Foster's problem and understands, doesn't except it as an excuse for his action.

Foster then tells Prendergast that he has another hidden gun on him and that he will kill Prendergast if he doesn't shoot him first. What follows is a brief standoff in which Prendergast refuses to do so. Foster says that Prendergast will have to, otherwise Foster will shoot and kill him. Prendergast tries to reason with Foster, asking if he wants to see his daughter grow up, but Foster replies, "from behind bars?" Foster says that if Prendergast kills him, Adele will get his life insurance policy money. Foster then places his hand in his pocket, committing suicide by cop just as the detective shot him. It turns out that the weapon he pulled out was actually a water gun, the same toy that Beth brought for Adele earlier. A dying and relieved Foster jokes to the detective that "I would've gotcha", before his corpse falls off the pier into the ocean.


84 Cents? That doesn't give me enough money for the phone call. I give you 50 cents, you give me 50 cents exchange. (Pfh, no way!) Yes, way. It's a "Fie" I don't understand a "Fie" there's a v in the word FIVE. Don't you get v's in China? (Not Chinese. I'm KOREAN.) Whatever, you come to my country you take my money you don't even know how to speak my language! You're Korean. Do you have any idea, how much money my country has given your country? (How much?) I don't know, but it's gotta be a lot. (You go NOW. NO TROUBLE!) I stay. What do you think of that? Jesus Christ! WHAT IS THIS?! (Take my money! Take my money!) STOP IT! Alright, speak slowly, and distinct. (TAKE THE MONEY!) You think, I'm, a thief? Oh, you see. I'm not the thief. I'm not the one charging 85 cents for a STINKING SODA! You're the thief! I'm just standing up for my rights as a consumer. Rolling back prices, to 19,65. What do you think of that. Donuts, package of six. How much. (Dollar twelve). Too much. Aspirin. Price. (340.) Oh please. Double-A batteries, package of four. (Fuck, flop... 429.) Nice try. Well, I think, this whole shelf looks suspect. One soda, 12 ounces. (50 CENT!) So. It's been a pleasure frequenting your establishment.
~ Foster and Mr. Lee.
(Doing Mister'?) Nothing. (You're trespassing a private property.) Trespassing? (You're loitering too, man.) (That's right, you're loitering too.) I didn't see any signs. (Whatcha' call that?) Grafitti? (No man, that's not f**king graffiti. That's a sign.) (He can't read it, man.) (I'll read it for you. It says this is F**KING private property. No fucking trespassing. This means f**kin' you.) It says all that? (YEAH!) Maybe if you wrote it in fucking English I could f**king understand it. (Thinks he's being funny. I'm not laughing. Me neither.) Wait, wait a minute, hold it fellas we're getting off on the wrong foot here okay. It's a gangland thing, isn't it. We're having a... territorial dispute. I mean, I've wandered into your pissing ground or whatever the damn thing is and you've taken offense at my presence. I can understand that. And I wouldn't want people in my backyard either. This is your home and your home is your home and I respect that. So if you would just... Back up a step or two, I'll take my problems elsewhere. Okay? Fair enough? Listen fellas, I've had a really rare morning. I'm not in the mood. (What should he pay? How about that f**king briefcase man? Good idea. Give us your briefcase, man.) I'm not giving you my goddamn briefcase. (MOTHERF**KER GIVE US YOUR MOTHERF**KING BRIEFCASE!) O.... Okay... Okay. I was willing to mind my own business. Respect your territory and treat you like a man but you couldn't leave it alone could you. You couldn't let a man sit here for five minutes and take a rest of your precious piece of shit hill. Okay... But my briefcase? I'll get it for ya, you can have my briefcase here you want my briefcase DO YOU WANT MY BRIEFCASE?! HEY! WHERE ARE YOU GOING HUH? YOU FORGOT THE BRIEFCASE! YOU FORGOT THE BRIEFCASE! I'M GOING HOME! CLEAR MY PATH MOTHERF**KER! CLEAR MY PATH! I'M GOING HOME!!!
~ Foster getting confronted by two gangsters.
(This is my own private stash. I've got some great stuff here. Boo! World war one! Good shape! Hey! Speaking of gas! Wait a minute. Wait just a minute. Know what was in this? Zyklon B. You remember? What the Nazis had? Listen. Empty. This was used, man. This was actually used. Wonder how many kikes this little can took out! Huh! Think about it! Here.) Why are you showing me this? (I'm not. That's just for fun, you can keep that! This is what I wanna show you. The reeeaaaal thiiiing! You could take out a jumbo jet with one of these monkeys! It's for you. I want you to have it.) Why? (Because I'm with you. Don't you get it?! I was listening to the police scanner, I heard about the whammyburger F**KING fantastic! On TV it's always nice-looking white kids but when you go in here, it's nothing but just a bunch of n***ers! And they'll spit on your food if you're not nice! I know! I know all about them. I'm with you. We're the same don't you see!) We're not, the same. I'm an American, you're a sick asshole. (What kind of vigilante are you?) I, am not a vigilante. I'm just trying to get home to my little girl's birthday. If everybody will stay out of my way, then nobody will get hurt. (FUCK you! WHO the fuck are you! Are you F**KING WITH ME?!) In America, WE HAVE THE FREEDOM OF SPEECH! THE RIGHT TO DISAGREE! (F**K YOU AND YOUR FREEDOM! WHO THE F**K ARE YOU! YOU FUCK! YOU FAGGOT F**K! GONNA TAKE MY ROCKET! I'M GONNA SHOOT YOU RIGHT NOW YOU MOTHERF**KER! NOW TURN AROUND! GO ON! LEAN ON IT! F**k! Look at this s**t! What is this doing in here? FAGGOT s**t!) NOOOOOOO! (You want freedom huh? I'll give you F**KING freedom! You're going to jail motherfucker! How's that for freedom! GIVE ME YOUR OTHER HAND! COME ON!) I can't... (WHY NOT!) Gravity... (GRAVITY!? WHAT THE F**K DOES THAT MEAN?) I'll fall down. (Now give me the other hand. Give it to me now. Give it to me. Give it to me. Come on, come on. Give it to me! Give it to me! Give it to me! Give it to me! Come on! Come on! Give it to me! Give it to me! Give it to me!) AHHHHHHHHHH! (This isn't one of mine? Oh. Oh god...) Good! Freedom of religion! Now you get the swing of it. Feels good to exercise your rights doesn't it?
~ Foster meeting Nick the Neo-Nazi.
(HEY! Hey! Where do you think you're going? You can't come this way!) What are you doing to the streets? (We're fixing it what the hell does it look like!) Two days ago it was fine! Are you telling me the street fell apart in two days? (Well I guess so!) Pardon me, but that's bulls**t! I wanna know what's wrong with the street! See I don't think anything's wrong with the street! I think you're trying to justify your inflated budgets! (What are you, nuts?) No I know how it works. If you don't spend the money you have projected this year, they won't give you the same amount next year. I want you to admit there's nothing wrong with the street! (Fuck you pal, huh!) You're not going to hold us hostage here with all these yellow lights and big trucks. (Look, I'm just here to keep people from falling in, that's all.) I wanna hear it from you! What's wrong with the street?! (Don't know, I REALLY don't know I mean, I think it's a sewer job.) You're lying. What's wrong with the street? (Nothing!) I knew it. See, I knew it was fine. But I'll give you something to fix.
~ Foster and the Construction Worker.
(Now let's go meet some nice policemen, good guys c'mon.) I'm the bad guy? How did that happen... I did everything they told me to. Did you know I build missiles? I helped to protect America? I should be rewarded for that, instead they give it to the plastic surgeons. You know they lied to me. (...Is that what this is about? You're angry because you got lied to? Is that why my chicken dinner is drying out in the oven? Hey, they lie to everyone. They lie to the fish. But that doesn't give you any special right to do what you did today. The only thing that makes you special is that little girl. Now let's go. Let's go!) Sure was a hot day today wasn't it. You know I got a gun, in my pocket. Got lots of guns. Wanna draw? (Let's not. Let's call it a day.) Oh come on. Showdown. The sheriff and the bad guy. It's beautiful. On three... (This does not have to be the end Bill. You have a choice. See, my little girl is dead I don't have a choice but you have a choice!) No, you have two choices. I can kill you, you can kill me, my little girl gets the insurance. One. (Don't you wanna see her grow up?) Behind bars? Two. (Don't do this, please. LET'S GO!)

[Fires with a water gun] I would've got you.''

~ William Foster's last words before his death.

Weapons Used

An interesting side note is that Foster fires so many weapons in the film that he never uses the same gun more than once. Here is a list of the weapons Foster uses.

  • Shortened concealable baseball bat (uses twice to smash convenience store merchandise and attack gang members)
  • Butterfly knife (used to stab the surplus store owner)
  • Uzi submachine gun (used to shoot a gang member in the leg after the car crash)
  • MAC-10 submachine gun (used to destroy a phone booth after someone demands rudely to use it)
  • Sawn-off Remington 870 pump action shotgun (used to destroy Frank's golf cart)
  • Colt Mk IV Series 70 1911-style pistol (used to scare road worker, shoot Sandra Torres and hold his family hostage)
  • Taurus PT92 pistol (used to shoot the surplus store owner)
  • Intratec TEC-9 pistol converted to fully automatic (used to hold up the Whammy Burger)
  • M72 LAW rocket launcher (used to destroy a road construction site)

Known Victims

Victims that Foster encountered on his rampage:

  • Couple of Hispanic gang members (beating them with the baseball bat, later encounters them again after most of them die in a car accident. He non-fatally shoots one of the gang members in the leg)
  • Sheila Folsom (held her hostage but not killed)
  • An Impatient Man (terrified him after he opened fire on a phone booth)
  • Nick the Neo-Nazi (stabs him in the shoulder and then shoots him multiple times in the front)
  • Frank (dies of a Heart attack after Foster shoots his cart containing his pills and plunges into a pond)
  • Detective Sandra Torres (shoots her in the torso)



  • In real life, Foster's criminal actions would leave Adele and his ex-wife with nothing, because it's illegal for insurance companies to pay out benefits for any losses incurred during the commissions of felonies, even where the survivors are legally innocent of any of the felons' actions.
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