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     S C H I N D L E R'S   L I S T

     Screenplay by Steven Zaillian

     Based on the novel by Thomas Keneally

     First Revision
     March, 1990


1.   IN BLACK AND WHITE:                               1.

     TRAIN WHEELS grinding against track, slowing.  FOLDING TABLE LEGS
     scissoring open.  The LEVER of a train door being pulled.  NAMES on
     lists on clipboards held by clerks moving alongside the tracks.

                         CLERKS (V.O.)
               . Rossen . Lieberman . Wachsberg .

     BEWILDERED RURAL FACES coming down off the passenger train.  FORMS being
     set out on the folding tables.  HANDS straightening pens and pencils and
     ink pads and stamps.

                         CLERKS (V.O.)
               . When your name is called go over there .
               take this over to that table .

     TYPEWRITER KEYS rapping a name onto a list.  A FACE.  KEYS typing
     another name.  Another FACE.

                         CLERKS (V.O.)
               . you're in the wrong line, wait
               over there . you, come over here.

     A MAN is taken from one long line and led to the back of another.  A
     HAND hammers a rubber stamp at a form.  Tihgt on a FACE.  KEYS type
     another NAME.  Another FACE.  Another NAME.

                         CLERKS (V.O.)
               . Biberman . Steinberg . Chilowitz .

     As a hand comes down stamping a GRAY STRIPE across a registration card,
     there is absolute silence . then MUSIC, the Hungarian love song, "Gloomy
     Sunday," distant . and the stripe bleeds into COLOR, into BRIGHT YELLOW


     The song plays from a radio on a rust-stained sink.

     The light in the room is dismal, the furniture cheap.  The curtains are
     faded, the wallpaper peeling . but the clothes laid out across the
     single bed are beautiful.

     The hands of a man button the shirt, belt the slacks.  He slips into the
     double-breasted jacket, knots the silk tie, folds a handkerchief and
     tucks it into the jacket pocket, all with great deliberation.

     A bureau.  Some currency, cigarettes, liquor, passport.  And an
     elaborate gold-on-black enamel Hakenkreuz (or swastika) which the
     gentleman pins to the lapel of his elegant dinner jacket.

     He steps back to consider his reflection in the mirror.  He likes what
     he sees:  Oskar Schindler - salesman from Zwittau - looking almost
     reputable in his one nice suit.

     Even in this awful room.


     A spotlight slicing across a crowded smoke-choked club to a small stage
     where a cabaret performer sings.

     It's September, 1939.  General Sigmund List's armored divisions, driving
     north from the Sudetenland, have taken Cracow, and now, in this club,
     drinking, socializing, conducting business, is a strange clientele: SS
     officers and Polish cops, gangsters and girls and entrepreneurs, thrown
     together by the circumstance of war.

     Oskar Schindler, drinking alone, slowly scans the room, the faces,
     stripping away all that's unimportant to him, settling only on details
     that are:  the rank of this man, the higher rank of that one, money
     being slipped into a hand.


     in front of the SS officer who took the money.  A lieutenant, he's at a
     table with his girlfriend and a lower-ranking officer.

               From the gentleman.

     The waiter is gesturing to a table across the room where Schindler,
     seemingly unaware of the SS men, drinks with the best-looking woman in
     the place.

               Do I know him?

     His sergeant doesn't.  His girlfriend doesn't.

               Find out who he is.

     The sergeant makes his way over to Schindler's table.  There's a
     handshake and introductions before - and the lieutenant, watching, can't
     believe it - his guy accepts the chair Schindler's dragging over.

     The lieutenant waits, but his man doesn't come back; he's forgotten
     already he went there for a reason.  Finally, and it irritates the SS
     man, he has to get up and go over there.

               Stay here.

     His girlfriend watches him cross toward Schindler's table.  Before he
     even arrives, Schindler is up and berating him for leaving his date way
     over there across the room, waving at the girl to come join them,
     motioning to waiter to slide some tables together.


     and another round of drinks.  The lieutenant makes a half-hearted move
     for his wallet.

               Let me get this one.

               No, put it away, put it away.

     Schindler's already got his money out.  Even as he's paying, his eyes
     are working the room, settling on a table where a girl is declining the
     advances of two more high-ranking SS men.


     as a waiter lays it down on another table that's been added to the
     others.  Schindler seats the SS officers on either side of his own
     "date" -

               What are you drinking, gin?

     He motions to a waiter to refill the men's drinks, and, returning to the
     head of the table(s), sweeps the room again with his eyes.


     erupts from Schindler's party in the corner.  Nobody's having a better
     time than those people over there.  His guests have swelled to ten or
     twelve - SS men, Polish cops, girls - and he moves among them like the
     great entertainer he is, making sure everybody's got enough to eat and

     Here, closer, at this table across the room, an SS officer gestures to
     one of the SS men who an hour ago couldn't get the girl to sit at his
     table.  The guy comes over.

                         SS OFFICER 1
               Who is that?

                         SS OFFICER 2
                         (like everyone knows)
               That's Oskar Schindler.  He's an old
               friend of . I don't know, somebody's.


     screws in a flashbulb.  She lifts the unwieldy thing to her face and
     focuses.  As the bulb flashes, the noise of the club suddenly drops out,
     and the moment is caught in BLACK and WHITE:  Oskar Schindler,
     surrounded by his many new friends, smiling urbanely.

4.   EXT.  SQUARE - CRACOW - DAY.                      4.

     A photograph of a face on a work card, BLACK and WHITE.  A typed name,
     black and white.  A hand affixes a sticker to the card and it saturates
     with COLOR, DEEP BLUE.

     People in long lines, waiting.  Others near idling trucks, waiting.
     Others against sides of buildings, waiting.  Clerks with clipboards move
     through the crowds, calling out names.

               Groder . Gemeinerowa . Libeskind .


     The party pin in his lapel catches the light in the hallway.


     Behind Schindler, the door to another apartment closes softly.  A radio,
     somewhere, is suddenly silenced.

               Are you Itzhak Stern?

     At the door of this apartment, a man with the face and manner of a
     Talmudic scholar, finally nods in resignation, like his number has just
     come up.

               I am.

     Schindler offers a hand.  Confused, Stern tentatively reaches for it,
     and finds his own grasped firmly.

6.   INT.  STERN'S APARTMENT - DAY.                         6.

     Settled into an overstuffed chair in a simple apartment, Schindler pours
     a shot of cognac from a flask.

               There's a company you did the books for
               on Lipowa Street, made what, pots and pans?

     Stern stares at the cognac Schindler's offering him.  He doesn't know
     who this man is, or what he wants.

               By law, I have to tell you, sir, I'm a Jew.

     Schindler looks puzzled, then shrugs, dismissing it.

               All right, you've done it -
               good company, you think?

     He keeps holding out the drink.  Stern declines it with a slow shake of
     his head.

               It did all right.

     Schindler nods, takes out a cigarette case.

               I don't know anything about enamelware,
               do you?

     He offers Stern a cigarette.  Stern declines again.

               I was just the accountant.

               Simple engineering, though, wouldn't
               you think?  Change the machines around,
               whatever you do, you could make
               other things, couldn't you?

     Schindler lowers his voice as if there could possibly be someone else
     listening in somewhere.

               Field kits, mess kits .

     He waits for a reaction, and misinterprets Stern's silence for a lack of

               Army contracts.

     But Stern does understand.  He understands too well.  Schindler grins

               Once the war ends, forget it, but for now
               it's great, you could make a fortune.
               Don't you think?

                         (with an edge)
               I think most people right now have
               other priorities.

     Schindler tries for a moment to imagine what they could possibly be.  He

               Like what?

     Stern smiles despite himself.  The man's manner is so simple, so in
     contrast to his own and the complexities of being a Jew in occupied
     Cracow in 1939.  He really doesn't know.  Stern decides to end the

               Get the contracts and I'm sure you'll do
               very well.  In fact the worse things get
               the better you'll do.  It was a "pleasure."

               The contracts?  That's the easy part.
               Finding the money to buy the company,
               that's hard.

     He laughs loudly, uproariously.  But then, just as abruptly as the laugh
     erupted, he's dead serious, all kidding aside -

               You know anybody?

     Stern stares at him curiously, sitting there taking another sip of his
     cognac, placid as a large dog.

               Jews, yeah.  Investors.

               Jews can no longer own businesses, sir,
               that's why this one's for sale.

               Well, they wouldn't own it, I'd own it.
               I'd pay them back in product.  They can
               trade it on the black market, do whatever
               they want, everybody's happy.

     He shrugs;  it sounds more than fair to him.  But not to Stern.

               Pots and pans.

               Something they can hold in their hands.

     Stern studies him.  This man is nothing more than a salesman with a
     salesman's pitch;  just dressed better than most.

               I don't know anybody who'd be
               interested in that.

                         (a slow knowing nod)
               They should be.


7.   EXT.  CRACOW - NIGHT.                                  7.

     A mason trowels mortar onto a brick.  As he taps it into a place and
     scrapes off the excess cement, the image DRAINS OF COLOR.

     Under lights, a crew of brick-layers is erecting a ten-foot wall where a
     street once ran unimpeded.

8.   EXT.  STREET - CRACOW - DAY.                      8.

     A young man emerges from an alley pocketing his Jewish armband.  He
     crosses a street past German soldiers and trucks and climbs the steps of
     St. Mary's cathedral.

9.   INT.  ST. MARY'S CATHEDRAL - DAY.                 9.

     A dark and cavernous place.  A priest performing Mass to scattered
     parishioners.  Lots of empty pews.

     The young Polish Jew from the street, Poldek Pfefferberg, kneels,
     crosses himself, and slides in next to another young man, Goldberg,
     going over notes scribbled on a little pad inside a missal.  Pfefferberg
     shows him a container of shoe polish he takes from his pocket.
     Whispered, bored -

               What's that?

               You don't recognize it?  Maybe that's
               because it's not what I asked for.

               You asked for shoe polish.

               My buyers sold it to a guy who sold it to
               the Army.  But by the time it got there -
               because of the cold - it broke, the whole

               So I'm responsible for the weather?

               I asked for metal, you gave me glass.

               This is not my problem.

               Look it up.

     Goldberg doesn't bother;  he pockets his little notepad and intones a
     response to the priest's prayer, all but ignoring Pfefferberg.

               This is not your problem?  Everybody
               wants to know who I got it from,
               and I'm going to tell them.

     Goldberg glances to Pfefferberg for the first time, and, greatly put
     upon, takes out his little notepad again and makes a notation in it.


     He flips the pad closed, pockets it, crosses himself as he gets up, and

10.  INT.  HOTEL - DAY.                                     10.

     Pfefferberg at the front desk of a sleepy hotel with another black
     market middleman, the desk clerk.  Both are wearing their armbands.
     Pfefferberg underlines figures on a little notepad of his own -

               Let's say this is what you give me.
               These are fees I have to pay some guys.
               This is my commission.  This is what I
               bring you back in Occupation currency.

     The clerk, satisfied with the figures, is about to hand over to
     Pfefferberg some outlawed Polish notes from an envelope when Schindler
     comes in from the street.  The clerk puts the money away, gets Schindler
     his room key, waits for him to leave so he can finish his business with
     Pfefferberg . but Schindler doesn't leave;  he just keeps looking over
     at Pfefferberg's shirt, at the cuffs, the collar.

               That's a nice shirt.

     Pfefferberg nods, Yeah, thanks, and waits for Schindler to leave;  but
     he doesn't.  Nor does he appear to hear the short burst of muffled
     gunfire that erupts from somewhere up the street.

               You don't know where I could find
               a shirt like that.

     Pfefferberg knows he should say 'no,' let that be the end of it.  It's
     not wise doing business with a German who could have you arrested for no
     reason whatsoever.  But there's something guileless about it.

               Like this?

               There's nothing in the stores.

     The clerk tries to discourage Pfefferberg from pursuing this transaction
     with just a look.  Pfefferberg ignores it.

               You have any idea what a shirt
               like this costs?

               Nice things cost money.

     The clerk tries to tell Pfefferberg again with a look that this isn't

               How many?

               I don't know, ten or twelve.  That's
               a good color.  Dark blues, grays.

     Schindler takes out his money and begins peeling off bills, waiting for
     Pfefferberg to nod when it's enough.  He's being overcharged, and he
     knows it, but Pfefferberg keeps pushing it, more.  The look Schindler
     gives him lets him know that he's trying to hustle a hustler, but that,
     in this instance at least, he'll let it go.  He hands over the money and
     Pfefferberg hands over his notepad.

               Write down your measurements.

     As he writes down the information, Pfefferberg glances to the desk clerk
     and offers a shrug.  As he writes -

               I'm going to need some other things.
               As things come up.

11.  EXT.  GARDEN - SCHERNER'S RESIDENCE -             11.
     CRACOW - DAY.

     As Oberfuhrer Scherner and his daughter, in a wedding gown, dance to the
     music of a quartet on a bandstand, the reception guests drink and eat at
     tables set up on an expansive lawn.

               The SS doesn't own the trains,
               somebody's got to pay.  Whether it's
               a passenger car or a livestock car,
               it doesn't matter - which, by the way,
               you have to see.  You have to set aside
               an afternoon, go down to the station
               and see this.

     Other SS and Army officers share the table with Czurda.  Schindler, too,
     nice blue shirt, jacket, only he doesn't seem to be paying attention;
     rather his attention and affections are directed to the blonde next to
     him, Ingrid.

               So you got thousands of fares that
               have to be paid.  Since it's the SS that's
               reserved the trains, logically they
               should pay.  But this is a lot of money.
               The Jews.  They're the ones riding the
               trains, they should pay.  So you got Jews
               paying their own fares to ride on
               cattle cars to God knows where.  They
               pay the SS full fare, the SS turns around,
               pays the railroad a reduced excursion
               fare, and pockets the difference.

     He shrugs, There you have it.  Brilliant.  He glances off, sees
     something odd across the yard.  Two horses, saddled-up, being led into
     the garden by a stable boy.

                         (to Ingrid)
               Excuse me.

     Schindler gets up from the table.  Scherner, his wife and daughter and
     son-in-law stare at the horses;  they're beautiful.

     Schindler appears, takes the reins from the stable boy, hands one set to
     the bride and the other to the groom.

               There's nothing more sacred than
               marriage.  No happier an occasion than
               one's wedding day.  I wish you
               all the best.

     Scherner hails a photographer.  As the guy comes over with his camera,
     so does just about everybody else.  Scherner insists Schindler pose with
     the astonished bride and groom.

     Big smiles.  Flash.

12.  INT.  STOREFRONT - CRACOW - DAY.                  12.

     A neighborhood place.  Bread, pastries, couple of tables.  At one sits
     owner and a well-dressed man in his seventies, Max Redlicht.

               I go to the bank, I go in, they tell me
               my account's been placed in Trust.
               In Trust?  What are they talking about,
               whose Trust?  The Germans'.  I look
               around.  Now I see that everybody's
               arguing, they can't get to their money

                         MAX REDLICHT
               This is true?

               I'll take you there.

     Max looks at the man not without sympathy.  He's never heard of such a
     thing.  It's really a bad deal.  But then -

                         MAX REDLICHT
               Let me understand.  The Nazis have
               taken your money.  So because they've
               done this to you, you expect me to go
               unpaid.  That's what you're saying.

     The owner of the place just stares at Redlicht.

                         MAX REDLICHT
               That makes sense to you?

     The man doesn't answer.  He watches Max get up and cross to the front
     door where he says something to two of his guys and leaves.  The guys
     come in and start carting out anything of any value: cash register, a
     chair, a loaf of bread .

13.  EXT.  CRACOW STREET - DAY.                             13.

     Max strolls along the sidewalk, browsing in store windows.  People
     inside and out nod hello, but they despise him, they fear him.

     Just as he's passing a synagogue, some men in long overcoats cross the
     street.  Einsatzgruppen, they are an elite and wild bunch, one of six
     Special Chivalrous Duty squads assigned to Cracow.

14.  INT.  STARAR BOZNICA SYNAGOGUE -                  14.

     The Sabbath prayers of a congregation of Orthodox Jews are interrupted
     by a commotion at the rear of the ancient temple.  Several non-Orthodox
     Jews from the street, including Max Redlicht, are being herded inside by
     the Einsatz Boys.

     They're made to stand before the Ark in two lines:  Orthodox and non.
     One of the Einsatzgruppen squad removes the parchment Torah scroll while
     another calmly addresses the assembly:

                         EINSATZ NCO
               I want you to spit on it.  I want you to
               walk past, spit on it, and stand over there.

     No one does anything for a moment.  The liberals from the street seem to
     say with their eyes, Come on, we're all too sophisticated for this;  the
     others, with the beards and sidelocks, silently check with their rabbi.

     One by one then they file past and spit on the scroll.  The last two,
     the rabbi and Max Redlicht hesitate.  They exchange a glance.  The rabbi
     finally does it;  the gangster doesn't.  after a long tense silence.

                         MAX REDLICHT
               I haven't been to temple must be
               fifty years.
                         (to the rabbi)
               Nor have I been invited.

     The Einsatz NCO glances from Max to the rabbi and smiles to himself.
     This is unexpected, this rift.

                         MAX REDLICHT
                         (to the rabbi)
               You don't approve of the way I
               make my living?  I'm a bad man,
               I do bad things?

     Max admits it with a shrug.

                         MAX REDLICHT
               I've done some things . but I won't
               do this.

     Silence.  The Einsatz NCO glances away to the others, amused.

                         EINSATZ NCO
               What does this mean?  Of all of you, there's
               only one who has the guts to say no?
               One?  And he doesn't even believe?
                         (no one, of course answer him)
               I come in here, I ask you to do something
               no one should ever ask.  And you do it?
               What won't you do?

     Nobody answers.  He turns to Max.

                         EINSATZ NCO
               You, sir, I respect.

     He pulls out a revolver and shoots the old gangster in the head.  He's
     dead before he hits the floor.

                         EINSATZ NCO
               The rest of you .

     . are beneath his contempt.  He turns and walks away.  The other Einsatz
     Boys pull rifles and revolvers from their coats and open fire.

15.  EXT.  CRACOW - DAY.                               15.

     In BLACK AND WHITE and absolute silence, a suitcase thrown from a second
     story window arcs slowly through the air.  As it hits the pavement,
     spilling open - SOUND ON - and, returning to COLOR -

     Thousands of families pushing barrows through the streets of Kazimierz,
     dragging mattresses over the bridge at Podgorze, carrying kettles and
     fur coats and children on a mass forced exodus into the ghetto.

     Crowds of Poles line the sidewalks like spectators on a parade route.
     Some wave.  Some take it more soberly, as if sensing they may be next.

                         POLISH GIRL
               Goodbye, Jews.

16.  EXT.  GHETTO GATE - DAY.                          16.

     The little folding tables have been dragged out and set up again, and at
     them sit the clerks.

     Goldberg, of all people, has somehow managed to elevate himself to a
     station of some authority.  Armed with something more frightening than a
     gun - a clipboard - he abets the Gestapo in their task of deciding who
     passes through the ghetto gate and who detours to the train station.

               What's this?

     Pfefferberg, with his wife Mila, at the head of a line that seems to
     stretch back forever, flicks at Goldberg's OD armband with disgust.

               Ghetto Police.  I'm a policeman now,
               can you believe it?

               Yeah, I can.

     They consider each other for a long moment before Pfefferberg leads his
     wife past Goldberg and into the ghetto.


     Dismayed by each others' close proximity, Orthodox and liberal Jews wait
     to use the floor's single bathroom.

18.  INT.  GHETTO APARTMENT - NIGHT.                   18.

     From the next apartment comes the liturgical solo of a cantor.  In this
     apartment, looking like they can't bear much more of it, sit some non-
     Orthodox businessmen, Stern and Schindler.

               For each thousand you invest, you take
               from the loading dock five hundred kilos
               of product a month - to begin in July
               and to continue for one year - after
               which time, we're even.
                         (he shrugs)
               That's it.

     He lets them think about it, pours a shot of cognac from his flask,
     offers it to Stern, who brought this group together and now sits at
     Schindler's side.  The accountant declines.

                         INVESTOR 1
               Not good enough.

               Not good enough?  Look where you're
               living.  Look where you've been put.
               "Not good enough."
                         (he almost laughs at
                         the squalor)
               A couple of months ago, you'd be right.
               Not anymore.

                         INVESTOR 1
               Money's still money.

               No, it isn't, that's why we're here.

     Schindler lights a cigarette and waits for their answer.  It doesn't
     come.  Just a silence.  Which irritates him.

               Did I call this meeting?  You told
               Mr. Stern you wanted to speak to me.
               I'm here.  Now you want to negotiate?
               The offer's withdrawn.

     He caps his flask, pockets it, reaches for his top coat.

                         INVESTOR 2
               How do we know you'll do what you say?

               Because I said I would.  What do you
               want, a contract?  To be filed where?
                         (he slips into his coat)
               I said what I'll do, that's our contract.

     The investors study him.  This is not a manageable German.  Whether he's
     honest or not is impossible to say.  Their glances to Stern don't help
     them;  he doesn't know either.

     The silence in the room is filled by the muffled singing next door.  One
     of the men eventually nods, He's in.  Then another.  And another.

19.  INT.  FACTORY FLOOR - DAY.                             19.

     A red power button is pushed, starting the motor of a huge metal press.
     The machine whirs, louder, louder.

20.  INT.  UPSTAIRS OFFICE - SAME TIME - DAY.               20.

     Schindler, at a wall of a windows, is peering down at the lone
     technician making adjustments to the machine.

               The standard SS rate for Jewish skilled
               labor is seven Marks a day, five for
               unskilled and women.  This is what you
               pay the Economic Office, the laborers
               themselves receive nothing.  Poles you
               pay wages.  Generally, they get a little
               more.  Are you listening?

     Schindler turns from the wall of glass to face his new accountant.

               What was that about the SS, the rate,
               the . ?

               The Jewish worker's salary, you pay it
               directly to the SS, not to the worker.
               He gets nothing.

               But it's less.  It's less than what I would
               pay a Pole.  That's the point I'm trying to
               make.  Poles cost more.

     Stern hesitates, then nods.  The look on Schindler's face says, Well,
     what's to debate, the answer's clear to any fool.

               Why should I hire Poles?

21.  INT.  FACTORY FLOOR - DAY.                             21.

     Another machine starting up, growling louder, louder -

22.  EXT.  PEACE SQUARE, THE GHETTO - DAY.             22.

     To a yellow identity card with a sepia photograph a German clerk
     attaches a blue sticker, the holy Blauschein, proof that the carrier is
     an essential worker.  At other folding tables other clerks pass summary
     judgment on hundreds of ghetto dwellers standing in long lines.

               I'm a teacher.

     The man tries to hand over documentation supporting the claim along with
     his Kennkarte to a German clerk.

               Not essential work, stand over there.

     Over there, other "non-essential people" are climbing onto trucks bound
     for unknown destinations.  The teacher reluctantly relinquishes his
     place in line.

23.  EXT.  PEACE SQUARE - LATER - DAY.                 23.

     The teacher at the head of the line again, but this time with Stern at
     his side.

               I'm a metal polisher.

     He hands over a piece of paper.  The clerk takes a look, is satisfied
     with it, brushes glue on the back of a Blauschein and sticks it to the
     man's work card.


     The world's gone mad.

24.  INT.  FACTORY FLOOR - DAY.                             24.

     Another machine starting up, a lathe.  A technician points things out to
     the teacher and some others recruited by Stern.  The motor grinds
     louder, louder.

25.  INT.  APARTMENT - DAY.                                 25.

     Schindler wanders around a large empty apartment.  There's lots of
     light, glass bricks, modern lines, windows looking out on a park.

26.  INT.  THE APARTMENT - NIGHT.                      26.

     The same place full of furniture and people.  Lots of SS in uniform.
     Wine.  Girls.  Schindler, drinking with Oberfuhrer Scherner, keeps
     glancing across the room to a particularly good-looking Polish girl with
     another guy in uniform.

               I'd never ask you for money, you know that.
               I don't even like talking about it -
               money, favors - I find it very awkward,
               it makes me very uncomfortable -

               No, look.  It's the others.  They're the
               ones causing these delays.

               What others?

               Whoever.  They're the ones.  They'd
               appreciate some kind of gesture from me.

     Scherner thinks he understands what Schindler's saying.  Just in case he
     doesn't -

               I should send it to you, though, don't
               you think?  You can forward it on?
               I'd be grateful.

     Scherner nods.  Yes, they understand each other.

               That'd be fine.

               Done.  Lets not talk about it anymore,
               let's have a good time.

27.  INT.  SS OFFICE - DAY.                                 27.

     Scherner at his desk initialing several Armaments contracts.  The
     letters D.E.F. appear on all of them.

28.  EXT.  FACTORY - DAY.                                   28.

     Men and pulleys hoist a big "F" up the side of the building.  Down
     below, Schindler watches as the letter is set into place - D.E.F.

29.  INT.  FACTORY OFFICES - DAY.                      29.

     The good-looking Polish girl from the party, Klonowska, is shown to her
     desk by Stern.  It's right outside Schindler's office.  This girl has
     never typed in her life.

30.  INT.  FACTORY FLOOR - DAY.                             30.

     Flames ignite with a whoosh in one of the huge furnaces.  The needle on
     a gauge slowly climbs.

31.  EXT.  CRACOW - DAY.                               31.

     A garage door slides open revealing a gleaming black Mercedes.
     Schindler steps past Pfefferberg and, moving around the car, carefully
     touches its smooth lines.

32.  INT.  FACTORY - DAY.                                   32.

     Another machine starts up.  Another.  Another.

33.  EXT.  PEACE SQUARE - DAY.                              33.

     Stern with a woman at the head of a line.  The clerk affixes the all-
     important blue sticker to her work card.

34.  INT.  FACTORY DAY - DAY.                          34.

     Three hundred Jewish laborers, men and women, work at the long tables,
     at the presses, the latches, the furnaces, turning out field kitchenware
     and mess kits.

     Few glance up from their work at Schindler, the big gold party pin stuck
     into his lapel, as he moves through the place, his place, his factory,
     in full operation.

     He climbs the stairs to the offices where several secretaries process
     Armaments orders.  He gestures to Stern, at a desk covered with ledgers,
     to join him in his office.


     The accountant follows Schindler into the office.

               Sit down.

     Schindler goes to the wall of windows, his favorite place in the world,
     and looks down at all the activity below.  He pours two drinks from a
     decanter and, turning back, holds one out to Stern.  Stern, of course,
     declines.  Schinder groans.

               Oh, come on.

     He comes over and puts the drink in Stern's hand, moves behind his desk
     and sits.

               My father was fond of saying you need
               three things in life.  A good doctor, a
               forgiving priest and a clever accountant.
               The first two .

     He dismisses them with a shrug;  he's never had much use for either.
     But the third - he raises his glass to the accountant.  Stern's glass
     stays in his lap.

                         (long sufferingly)
               Just pretend for Christ's sake.

     Stern slowly raises his glass.

               Thank you.

     Schindler drinks;  Stern doesn't.

36.  INT.  SCHINDLER'S APARMENT - MORNING.             36.

     Klonowska, wearing a man's silk robe, traipses past the remains of a
     party to the front door.  Opening it reveals a nice looking, nicely
     dressed woman.


     A series of realizations is made by each of them, quickly, silently,
     ending up with Klonowska looking ill.

                         SCHINDLER (O.S.)
               Who is it?

37.  INT.  SCHINDLER'S APARTMENT - MORNING.            37.

     Schindler sets a cup of coffee down in front of his wife.  Behind him,
     through a doorway, Klonowska can be seen hurriedly gathering her things.

               She's so embarrassed - look at her -

     Emilie begrudges him a glance to the bedroom, catching the girl just as
     she looks up - embarrassed.

               You know what, you'd like her.

               Oskar, please -

               What -

               I don't have to like her just because
               you do.  It doesn't work that way.

               You would, though.  That's what
               I'm saying.

     His face is complete innocence.  It's the first thing she fell in love
     with;  and perhaps the thing that keeps her from killing him now.
     Klonowska emerges from the bedroom thoroughly self-conscious.

               Goodbye.  It was a pleasure meeting you.

     She shakes Emilie's limp hand.  Schindler sees her to the door, lets her
     out and returns to the table, smiling to himself.  Emilie's glancing
     around at the place.

               You've done well here.

     He nods;  he's proud of it.  He studies her.

               You look great.


     They emerge from the building in formal clothes, both of them looking
     great.  It's wet and slick;  the doorman offers Emilie his arm.

               Careful of the pavement -

               - Mrs. Schindler.

     The doorman shoots a glance to Schindler that asks, clearly, Really?
     Schindler opens the passenger door of the Mercedes for his wife, and the
     doorman helps her in.

39.  INT.  RESTAURANT - NIGHT.                              39.

     A nice place.  "No Jews or Dogs Allowed."  The maitre 'd welcomes the
     couple warmly, shakes Schindler's hand.  Nodding to his date -

               Mrs. Schindler.

     The maitre 'd tries to bury his surprise.  He's almost successful.

40.  INT.  RESTAURANT - LATER - NIGHT.                 40.

     No fewer than four waiters attend them - refilling a glass, sliding
     pastries onto china, lighting Schindler's cigarette, raking crumbs from
     the table with little combs.

               It's not a charade, all this?

               A charade?  How could it be a charade?

     She doesn't know, but she does know him.  And all these signs of
     apparent success just don't fit his profile.  Schindler lets her in on a

               There's no way I could have known this
               before, but there was always something
               missing.  In every business I tried, I see
               now it wasn't me that was failing, it was
               this thing, this missing thing.  Even if
               I'd known what it was, there's nothing I
               could have done about it, because you can't
               create this sort of thing.  And it makes all
               the difference in the world between
               success and failure.

     He waits for her to guess what the thing is.  His looks says, It's so
     simple, how can you not know?



41.  INT.  NIGHTCLUB - NIGHT.                          41.

     "Gloomy Sunday" from a combo on a stage.  Schindler and Emilie dancing.
     Pressed against her - both have had a few - he can feel her laugh to


               I feel like an old-fashioned couple.
               It feels good.

     He smiles, even as his eyes roam the room and find and meet the eyes of
     a German girl dancing with another man.


     Schindler and Emilie lounging in bed, champagne bottle on the
     nightstand.  Long silence before -

               Should I stay?

               It's a beautiful city.

     That's not the answer she's looking for and he knows it.

               Should I stay?

               It's up to you.

     That's not it either.

               No, it's up to you.

     Schindler stares out at the lights of the city.  They look like jewels.

               Promise me no doorman or maitre 'd
               will presume I am anyone other than
               Mrs. Schindler . and I'll stay.

     He promises her nothing.

43.  EXT.  TRAIN STATION - DAY.                             43.

     Emilie waves goodbye to him from a first-class compartment window.  Down
     on the platform, he waves goodbye to her.  as the train pulls away, he
     turns away, and the platform of the next track is revealed - soldiers
     and clerks supervising the boarding of hundreds of people onto another
     train - the image turning BLACK AND WHITE.

               Your luggage will follow you.  Make sure
               it's clearly labeled.  Leave your luggage
               on the platform.

44.  EXT.  D.E.F. LOADING DOCK - DAY.                       44.

     As workers load crates of enamelware onto trucks - back to COLOR - Stern
     and Schindler and the dock foreman confer over an invoice.

     More to Stern -

               Every other time it's been all right.
               This time when I weigh the truck,
               I see he's heavy, he's loaded too much.
               I point this out to him, I tell him to
               wait, he tells me he's got a new
               arrangement with Mr. Schindler -
                         (to Schindler)
               - that you know all about it and
               it's okay with you.

               It's "okay" with me?

     On the surface, Schindler remains calm;  underneath, he's livid.
     Clearly it's not "okay" with him.

               How heavy was he?

               Not that much, just too much for it
               to be a mistake - 200 kilos.

     Stern and Schindler exchange a glance.  Then -

               You're sure.

     The foreman nods.

45.  INT.  GHETTO STOREFRONT - DAY.                         45.

     Pfefferberg and Schindler bang in through the front door, startling a
     woman at a desk.

                         WOMAN AT DESK
               Can I help you?

     They move past her without a word and into the back of the place, into a
     storeroom.  They stride past long racks full of enamelware and other

     A man glances up, sees them coming.  He's one of Schindler's investors,
     the one who questioned the German's word.  The man's teenage sons rush
     to their father's defense, but Pfefferberg grabs him and locks an arm
     tightly around his neck.

     Silence.  Then, calmly -

               If you or anyone acting as an agent
               for you comes to my factory again,
               I'll have you arrested.

               It was a mistake.

               It was a mistake?  What was a mistake?
               How do you know what I'm talking about?

               All right, it wasn't a mistake, but
               it was one time.

               We had a deal, you broke it.  One
               phone call and your whole family
               is dead.

     He turns and walks away.  Pfefferberg lets the guy go and follows.  The
     investor's sons help their father up off the floor.  Gasping, he yells.

               I gave you money.

     - but Schindler and Pfefferberg are already gone, coming through the
     front office and out the front door -

46.  EXT.  STOREFRONT - CONTINUOUS - DAY.              46.

     - to the street.  Pfefferberg looks a little shaken from the experience.
     Schindler straightens his friend's clothes.

               How you feeling, all right?


               What's the matter, everything
               all right at home?
                         (Pfefferberg nods)
               Mila's okay?

               She's good.

     Well, then, Schindler can't imagine what could be wrong.  He pats
     Pfefferberg on the shoulder and leads him away.


47.  INT.  FACTORY FLOOR - DAY.                             47.

     The long tables accommodate most of workers.  The rest eat their lunch
     on the floor.  Soup and bread.


     An elegant place setting for one.  Meat, vegetables, glass of wine, all
     untouched.  Schindler leafing through pages of a report Stern has
     prepared for him.

               I could try to read this or I could eat
               my lunch while it's till hot.  We're
               doing well?


               Better this month than last?


               Any reason to think next month
               will be worse?

               The war could end.

     No chance of that.  Satisfied, Schindler returns the report to his
     accountant and starts to eat.  Stern knows he is excused, but looks like
     he wants to say something more;  he just doesn't know how to say it.


               There's a machinist outside who'd
               like to thank you personally for
               giving him a job.

     Schindler gives his accountant a long-suffering look.

               He asks every day.  It'll just take
               a minute.  He's very grateful.

     Schindler's silence says, Is this really necessary?  Stern pretends it's
     a tacit okay, goes to the door and pokes his head out.

               Mr. Lowenstein?

     An old man with one arm appears in the doorway and Schindler glances to
     the ceiling, to heaven.  As the man slowly makes his way into the room,
     Schinder sees the bruises on his face.  And when he speaks, only half
     his mouth moves;  the other half is paralyzed.

               I want to thank you, sir, for
               giving me the opportunity to work.

               You're welcome, I'm sure you're
               doing a great job.

     Schindler shakes the man's hand perfunctorily and tells Stern with a
     look, Okay, that's enough, get him out of here.

               The SS beat me up.  They would have
               killed me, but I'm essential to the
               war effort, thanks to you.

               That's great.

               I work hard for you.  I'll continue to
               work hard for you.

               That's great, thanks.

               God bless you, sir.

               Yeah, okay.

               You're a good man.

     Schindler is dying, and telling Stern with his eyes, Get this guy out of
     here.  Stern takes the man's arm.

               Okay, Mr. Lowenstein.

               He saved my life.

               Yes, he did.

               God bless him.


     They disappear out the door.  Schindler sits down to his meal.  And
     tries to eat it.

49.  EXT.  FACTORY - DAY.                                   49.

     Stern and Schindler emerge from the rear of the factory.  The Mercedes
     is waiting, the back door held open by a driver.  Climbing in -

               Don't ever do that to me again.

               Do what?

     Stern knows what he means.  And Schindler knows he knows.

               Close the door.

     The driver closes the door.

50.  EXT.  GHETTO GATE - DAY.                          50.

     Snow on the ground and more coming down.  A hundred of Schindler's
     workers marching past the ghetto gate, as is the custom, under armed
     guard.  Turning onto Zablocie Street, they're halted by an SS unit
     standing around some trucks.

51.  EXT.  ZABLOCIE STREET - DAY.                      51.

     Shovels scraping at snow.  The marchers working to clear it from the
     street.  A dialog between one of the guards and an SS officer is
     interrupted by a shot - and the face of the one-armed machinist falls
     into the frame.

52.  INT.  OFFICE, SS HEADQUARTERS - DAY.              52.

     Herman Toffel, an SS contact of Schindler's who he actually likes, sits
     behind his desk.

               It's got nothing to do with reality,
               Oskar, I know it and you know it,
               it's a matter of national priority to
               these guys.  It's got a ritual significance
               to them, Jews shoveling snow.

               I lost a day of production.  I lost a
               worker.  I expect to be compensated.

               File a grievance with the Economic
               Office, it's your right.

               Would it do any good?


     Schindler knows it's not Toffel's fault, but the whole situation is
     maddening to him.  He shakes his head in disgust.

               I think you're going to have to put up
               with a lot of snow shoveling yet.

     Schindler gets up, shakes Toffel's hand, turns to leave.

               A one-armed machinist, Oskar?

                         (right back)
               He was a metal press operator,
               quite skilled.

     Toffel nods, smiles.

53.  EXT.  FIELD - DAY.                                     53.

     From a distance, Stern and Schindler slowly walk a wasteland that lies
     between the rear of DEF and two other factoreis - a radiator works and a
     box plant.

     Stern's doing all the talking, in his usual quiet but persuasive manner.
     Every so often, Schindler, glancing from his own factory to the others,

54.  INT.  SCHINDLER'S OFFICE - DAY.                        54.

     The party pins the two other German businessmen wear are nothing
     compared to the elaborate thing in Schindler's lapel.  He sits at his
     desk sipping cognac, a large portrait of Hitler hanging prominently on
     the wall behind him.

               Unlike your radiators - and your boxes -
               my products aren't for sale on the open
               market.  This company has only one
               client, the German Army.  And lately
               I've been having trouble fulfilling my
               obligations to my client.  With your
               help, I hope the problem can be solved.
               The problem, simply, is space.

     Stern, who has been keeping a low profile, hands the gentlemen each a
     set of documents.

               I'd like you to consider a proposal which
               I think you'll find equitable.  I'd like you
               to think about it and get back to me
               as soon as -

               Excuse me - do you really think this is

     The man glances to Stern, and back to Schindler, his look saying, This
     is wrong, having a Jew present while we discuss business.  If Schindler
     catches his meaning, he doesn't admit it.  Kuhnpast almost sighs.

               I can appreciate your problem.  If I had
               any space I could lease you, I would.
               I don't.  I'm sorry.

               Me neither, sorry.

               I don't want to lease your facilities,
               I want to buy them.  I'm prepared to
               offer you fair market value.  And to let
               you stay on, if you want, as supervisors.
               On salary.

     There's a long stunned silence.  The Germans can't believe it.  After
     the initial shock wears off, Kuhnpast has to laugh.

               You've got to be kidding.

     Nobody is kidding.

               Thanks for the drink.

     He sets it down, gets up.  Hohne gets up.  They return the documents to
     Stern and turn to leave.  They aren't quite out the door when Schindler
     wonders out loud to Stern:

               You try to be fair to people, they walk
               out the door;  I've never understood
               that.  What's next?

               Christmas presents.

               Ah, yes.

     The businessmen slow, but don't look back into the room.


     Pfefferberg wipes a smudge from the hood of an otherwise pristine BMW
     Cabriolet.  As Scherner and his wife emerge from their house in robes,
     Scherner whispers to himself -

               Oskar .


     Workers high on the side of the building toss down the letters of the
     radiator sign as others hoist up a big "D."  Under armed guard, others
     unload a metal press machine from a truck.

57.  INT.  RADIATOR FACTORY / DEF ANNEX - DAY.         57.

     Technicians make adjustments to presses already in place.  Others test
     the new firing ovens.  Kuhnpast is being forcibly removed from the

58.  INT.  GHETTO EMPLOYMENT OFFICE - DAY.             58.

     Crowded beyond belief, the place is like a post office gone mad.  Stern,
     moving along one of the impossibly crowded lines, pauses to speak with
     an elderly couple.

59.  EXT.  PEACE SQUARE - DAY.                              59.

     A hand slaps a blue sticker on a work card.  Slap, another.  And
     another.  And another.

60.  INT.  D.E.F. FRONT OFFICE - DAY.                       60.

     Christmas decorations.  Klonowska at her desk, her eyes closed tight.

               All right.

     She opens her eyes and smiles.  Schindler is holding a poodle in his
     arms.  She comes around to kiss him.  He sets the dog on the desk.
     Stern, across the room, watches blank-faced.

                         GESTAPO (O.S.)
               Oskar Schindler?

     Schindler, Stern and Klonowska turn to the voice.  Two Gestapo men have
     entered unannounced.

               We have a warrant to take your
               company's business records with us.
               And another to take you.

     Schindler stares at them in disbelief.  Stern quietly slips one of the
     ledgers on his desk into a drawer.

               Am I permitted to have my secretary
               cancel my appointments for the day?

     He doesn't wait for their approval.  He scribbles down some names -
     Toffel, Czurda, Reeder, Scherner.  Underlining Scherner, he glances to
     Klonowska.  She understands.


     A humorless middle-level bureaucrat sits behind a desk and D.E.F.'s
     ledgers and cashbooks.

                         GESTAPO CLERK
               You live very well.

     The man slowly shakes his head 'no' to Schindler's offer of a cigarette.
     Schindler tamps it against the crystal of his gold watch.

                         GESTAPO CLERK
               This standard of living comes entirely
               from legitimate sources, I take it?

     Schindler lights the cigarette and drags on it, all but ignoring the

                         GESTAPO CLERK
               As an SS supplier, you have a moral
               obligation to desist from blackmarket
               dealings.  You're in business to support
               the war effort, not to fatten -

               You know?  When my friends ask,
               I'd love to be able to tell them you
               treated me with the utmost courtesy
               and respect.

     The quiet matter-of-fact tone, more than the comment itself, throws the
     bureaucrat off his rhythm.  His eyes narrow slightly.  There's a long


     The two who arrested him lead Schindler down a long hallway.  They reach
     a door, have him step inside and close the door after him.

63.  INT.  SS "CELL" - EVENING.                             63.

     Schindler knocks on the inside of the door.  A Waffen SS man opens it.
     The "prisoner" peels several bills from a thick wad.

               Chances of getting a bottle of vodka
               pretty good?

     He hands the young guard five times the going price.

                         WAFFEN GUARD
               Yes, sir.

     The guard turns to leave.

               Wait a minute.

     He peels off several more bills and hands them over.


64.  INT.  SS "CELL" - MORNING.                             64.

     Perched on the side of the bed in pajamas, Schindler works on a
     breakfast of herring and eggs, cheeses, rolls and coffee.  Someone has
     also brought him a newspaper.  There's an apologetic knock on the door
     before it opens.

               I'm sorry to disturb you, sir.
               Whenever you're ready, you're
               free to leave.


     Schindler, the Gestapo clerk and one of the arresting officers cross the

                         GESTAPO CLERK
               I'd advise you not to get too comfortable.
               Sooner or later, law prevails.  No matter
               who your friends are.

     Schindler ignores the man completely.  Reaching the front doors, the
     clerk turns over the D.E.F. records to their owner and offers his hand.
     Schindler lets it hang there.

               You expect me to walk home, or what?

                         GESTAPO CLERK
               Bring a car around for Mr. Schindler.

66.  EXT.  D.E.F. FACTORY - DAY.                            66.

     A Gestapo limousine pulls in through the gates of the factory, parks
     near the loading docks.  The driver, the same SS officer, waits for
     Schindler to climb out, but he doesn't;  he waits for the SS man to come
     around and open the door for him.

               If you'd return the ledgers to my office
               I'd appreciate it.

     There are no less than forty able-bodied Jewish laborers working on the
     docks, any one of which would be better suited to the task.  The Gestapo
     man calls to one of them.

               Excuse me - hey -
                         (the guy turns)
               They're working.

     The guy just stares.  Finally he heads off with the ledgers.  The poodle
     bounds out past him and over to Schindler.  He gives the dog a pat on
     the head.

67.  EXT.  SCHINDLER'S BUILDING - EVENING.             67.

     Elegantly dressed for a night out, Schindler and Klonowska emerge from
     the building.  As they're escorted to the waiting car, Schindler
     hesitates.  A nervous figure in the shadows of an alcove is gesturing to
     him, beckoning him.

     Schindler excuses himself.  Klonowska watches as he joins the man in the
     alcove.  Their whispered conversation is over quickly and the man
     hurries off.


     From the locomotive, looking back, the string of splatted livestock
     carriages stretches into darkness.  There's a lot of activity on the

     Guards mill.  Handcards piled with luggage trundle by.  People hand up
     children to others already in the cars and climb aboard after them.  the
     clerks are out in full force with their lists and clipboards, reminding
     the travelers to label their suitcases.

     Climbing from his Mercedes, Schindler stares.  He's heard of this, but
     actually seeing the juxtaposition - human and cattle cars - this is
     something else.  Recovering, he tells Klonowska to stay in the car and,
     moving along the side of the train, calls Stern's name to the faces
     peering out from behind the slats and barbed wire.


     - several pages-worth on a clipboard; a Gestapo clerk methodically
     leafing through them.

                         SCHINDLER (0.S.)
               He's essential.  Without him, everything
               comes to a grinding halt.  If that happens -

               Itzhak Stern?
                         (Schindler nods)
               He's on the list.

               He is.

     The clerk shows him the list, points out the name to him.

               Well, let's find him.

               He's on the list.  If he were an essential
               worker, he would not be on the list.
               He's on the list.  You can't have him.

               I'm talking to a clerk.

     Schindler pulls out a small notepad and drops his voice to a hard
     murmur, the growl of a reasonable man who isn't ready - yet - to bring
     out his heavy guns:

               What's your name?

               Sir, the list is correct.

               I didn't ask you about the list,
               I asked you your name.

               Klaus Tauber.

     As Schindler writes it down, the clerk has second thoughts and calls to
     a superior, an SS sergeant, who comes over.

               The gentleman thinks a mistake's been made.

               My plant manager is somewhere on this train.
               If it leaves with him on it, it'll disrupt
               production and the Armaments Board will
               want to know why.

     The sergeant takes a good hard look at the clothes, at the pin, at the
     man wearing them.

                         (to the clerk)
               Is he on the list?

               Yes, sir.

                         (to Schindler)
               The list is correct, sir.  There's nothing
               I can do.

               May as well get your name while you're here.

               My name?  My name is Kunder.
               Sergeant Kunder.  What's yours?


     The sergeant takes out a pad.  Now all three of them have lists.  He
     jots down Schindler's name.  Schindler jots down his and flips the pad

               Sergeant, Mr. Tauber, thank you very much.
               I think I can guarantee you you'll both be in
               Southern Russia before the end of the month.
               Good evening.

     He walks away, back toward his car.  The clerk and sergeant smile.  But
     slowly, slowly, the smiles sour at the possibility that this man calmly
     walking away from them could somehow arrange such a fate .


     - Schindler, the clerk and the sergeant - stride along the side of the
     cars.  Two of them are calling out loudly -

                         CLERK & SERGEANT
               Stern!  Itzhak Stern!

     Soon it seems as if everybody except Schindler is yelling out the name.
     As they reach the last few cars, the accountant's face appears through
     the slats.

               There he is.

               Open it.

     Guards yank at a lever, slide the gate open.  Stern climbs down.  the
     clerk draws a line through his name on the list and hands the clipboard
     to Schindler.

               Initial it, please.
                         (Schindler initials the change)
               And this .

     As Schindler signs three or four forms, the guards slide the carriage
     gate closed.  Those left inside seem grateful for the extra space.

               It makes no difference to us, you understand -
               this one, that one.  It's the inconvenience to
               the list.  It's the paperwork.

     Schindler returns the clipboard.  The sergeant motions to another who
     motions to the engineer.  As the train pulls out, Stern tries to keep up
     with Schindler who's striding away.

               I somehow left my work card at home.
               I tried to tell them it was a mistake,
               but they -

     Schindler silences him with a look.  He's livid.  Stern glances down at
     the ground.

               I'm sorry.  It was stupid.
               Thank you.

     Schindler turns away and heads for the car.  Stern hurries after him.
     They pass an area where all the luggage, carefully tagged, has been left
     - the image becoming BLACK and WHITE.

69.  EXT/INT.  MECHANICS GARAGE - NIGHT.               69.

     Mechanics' hood-lamps throw down pools of light through which me wheel
     handcarts piled high with suitcases, briefcases, steamer trunks - BLACK
     and WHITE.

     Moving along with one of the handcarts into a huge garage past racks of
     clothes, each item tagged, past musical instruments, furniture,
     paintings,  against one wall - children's toys, sorted by size.

     The cart stops.  A valise is handed to someone who dumps and sorts the
     contents on a greasy table.  The jewelry is taken to another area, to a
     pit, one of two deep lubrication bays filled with watches, bracelets,
     necklaces, candelabra, Passover platters, gold in one, silver the other,
     and tossed in.

     At workbenches, four Jewish jewelers under SS guard sift and sort and
     weigh and grade diamonds, pearls, pendants, brooches children's rings -
     faltering only once, when a uniformed figure upends a box, spilling out
     gold teeth smeared with blood - the image saturating with COLOR.

70.  EXT.  COUNTRYSIDE - DAY.                          70.

     Fractured gravestones like broken teeth jut from the earth of a
     neglected Jewish cemetery outside of town.  Down the road that runs
     alongside it comes a German staff car.

71.  INT.  STAFF CAR - MOVING - DAY.                        71.

     In the backseat, Untersturmfuhrer Amon Goeth pulls on a flask of
     schnapps.  His age and build are about that of Schindler's; his face
     open and pleasant.

               Make a nice driveway.

     The other SS officers in the car - Knude, Haase and Hujar - aren't sure
     what he means.  He's peering out the window at the tombstones.

72.  EXT.  GHETTO - DAY.                               72.

     The staff car passes through the portals of the ghetto and down the
     trolley lines of Lwowska Street.

73.  INT.  STAFF CAR - MOVING - DAY.                        73.

     As the car slowly cruises through the ghetto, Knude, like a tour guide,
     briefs the new man, Goeth -

               This street divides the ghetto just about
               in half.  On the right - Ghetto A: civil
               employees, industry workers, so on.  On the
               left, Ghetto B: surplus labor, the elderly
               mostly.  Which is where you'll probably
               want to start.

     The look Goeth gives Knude tells him to refrain, if he would, from
     offering tactical opinions.

               Of course that's entirely up to you.

74.  EXT.  PLASZOW FORCED LABOR SITE - DAY.            74.

     Outside of town, a previously abandoned limestone quarry lies nestled
     between two hills.  The stone and brick buildings look like they've been
     here forever; the wooden structures, those that are up, are built of
     freshly-cut lumber.

     There's a great deal of activity.  New construction and renovation -
     foundations being poured, rail tracks being laid, fences and watchtowers
     going up, heavy segments of huts - wall panels, eaves sections - being
     dragged uphill by teams of bescarved women like some ancient Egyptian

     Goeth surveys the site from a knoll, clearly pleased with it.  But then
     he's distracted by voices - a man's, a woman's - arguing down where some
     barracks are being erected.

     The woman breaks off the dialog with a disgusted wave of her hand and
     stalks back to a half-finished barracks.  The man, one from the car,
     Hujar, sees Goeth, Knude and Haase coming down the hill and moves to
     meet them.

               She says the foundation was poured wrong,
               she's got to take it down.  I told her it's a
               barracks, not a fucking hotel, fucking Jew

     Goeth watches the woman moving around the shell of the building,
     pointing, directing, telling the workers to take it all down.  he goes
     to take a closer look.  She comes over.

               The entire foundation has to be dug up
               and repoured.  If it isn't, the thing will
               collapse before it's even completed.

     Goeth considers the foundation as if he knew about such things.  He nods
     pensively.  Then turns to Hujar.

               Shoot her.

     It's hard to tell which is more stunned by the order, the woman or
     Hujar.  Both stare at Goeth in disbelief.  He gives her the reason along
     with a shurg -

               You argued with my man.
                         (to Hujar)
               Shoot her.

     Hujar unholsters his pistol but holds it limply at his side.  The
     workers become aware of what's happening and still their hammers.


     Goeth groans and takes the gun from him and puts it to the woman's head.
     Calmly to her -

               I'm sure you're right.

     He fires.  She crumples to the ground.  He returns the gun to his
     stunned inferior and, gesturing down at the body, addresses the workers.

               That's somebody who knew what they
               were doing.  That's somebody I needed.
               Take it down, repour it, rebuild it,
               like she said.

     He turns and walks away.

75.  EXT.  STABLES - DAWN.                                  75.

     Stable boys lead two horses into the pre-dawn light.  The animals' hoofs
     shatter tufts of weeds like fingers of glass; fog plumes from their

76.  EXT.  PARK, CRACOW - DAWN.                             76.

     In addition to the exhaust from idling trucks and the curling smoke from
     the Sonderkommando units' cigarettes, there is excitement in the chilly
     pre-dawn air.

77.  EXT.  GHETTO - DAWN.                                   77.

     An empty street.  Rooftops against a lightening sky.  A few of the
     windows in the buildings are lighted, glowing amber; the majority are
     still dark.

78.  EXT.  STABLES - DAWN.                                  78.

     The stable boys hoist saddles onto the horses, cinch the straps.
     Leaning against the hood of the Mercedes, Schindler and Ingrid, in long
     hacking jackets, riding breeches and boots, share cognac from his flask.

79.  EXT.  PARK, CRACOW - DAWN.                             79.

     Untersturmfuhrer Goeth, soon to be Commandant Goeth, stands before the
     assembled troops with a flask of cognac in his hand.  He looks out over
     them proudly; they're good boys, these, the best.  He addresses them -

               Today is history.  The young will ask
               with wonder about this day.  Today is
               history and you are a part of it.

80.  EXT.  PEACE SQUARE, GHETTO - DAWN.                80.

     A fourteen year old kid hurries across to the square pulling on his O.D.
     armband.  Several others of the Jewish Ghetto Police, Golberg among
     them, are already assembled there.  The clerks, the list makers, scissor
     open their folding tables, set out their ink pads and stamps.

                         GOETH (V.O.)
               When, elsewhere, they were footing the
               blame for the Black Death, Kazimierz the
               Great, so called, told the Jews they could
               come to Cracow.  They came.

81.  EXT.  STABLES - DAWN.                                  81.

     Ingrid climbs onto one of the horses, Schindler onto the other.  As the
     animals gallop away with their riders toward a wood, the stable boys

                         GOETH (V.O.)
               They trundled their belongings into this
               city, they settled, they took hold,
               they prospered.

82.  EXT.  PARK, CRACOW - DAWN.                             82.

     The fresh young faces of the Sonderkommandos, listening to their

               For six centuries, there has been a
               Jewish Cracow.

83.  EXT.  WOODS - DAWN.                               83.

     The horses panting hard.  Their hoofs hammering at the ground, climbing
     a hill.  Riding boots kicking at their flanks.

84.  EXT.  PARK, CRACOW - DAWN.                             84.

     The boots of Amon Goeth slowly pacing.  He stops.  Tight on his face,
     smiling pleasantly.

               By this weekend, those six centuries,
               they're a rumor.  They never happened.
               Today is history.

85.  EXT.  HILLTOP CLEARING - DAWN.                         85.

     The galloping horses break through to a clearing high on a hill.  The
     riders pull in the reins and the hoofs rip at the earth.

     Schindler smiles at the view, the beauty of it with the sun just coming
     up.  From here, all of Cracow can be seen in striking relief, like a
     model of a town.

     He can see the Vistula, the river that separates the ghetto from
     Kazimierz; Wawel Castle, from where the National Socialist Party's Hans
     Frank rules the Government General of Poland; beyond it, the center of

     He begins to notice refinements: the walls that define the ghetto; Peace
     Square, the assembly of men and boys.  He notices a line of trucks
     rolling east across the Kosciuscko Bridge, and another across the bridge
     at Podgorze, a third along Zablocie Street, all angling in on the ghetto
     like spokes to a hub.

85.  EXT.  GHETTO - DAY.                               85.

     The wheels of the last truck clear the portals at Lwowska Street and the
     Sonderkommandos jump down.

86.  INT.  APARTMENT BUILDINGS - DAWN.                 86.

     Families are routed from their apartments.  An appeal to be allowed to
     pack is answered with a rifle butt; an unannounced move to a desk drawer
     is countered with a shot.

87.  EXT.  STREETS, GHETTO - DAWN.                     87.

     Spilling out of the buildings, they're herded into lines without regard
     to family consideration; some other unfathomable system is at work here.
     The wailing protests of a woman to join her husband's line are abruptly
     cut off by a short burst of gunfire.

88.  EXT.  HILLTOP - DAWN.                                  88.

     From here, the action down below seems staged, unreal; the rifle bursts
     no louder than caps.  Dismounting, Schindler moves closer to the edge of
     the hill, curious.

     His attention is drawn to a small distant figure, all in red, at the
     rear of one of the many columns.

89.  EXT.  STREET - DAWN.                                   89.

     Small red shoes against a forest of gleaming black boots.  A Waffen SS
     man occasionally corrects the little girl's drift, fraternally it seems,
     nudging her gently back in line with the barrel of his rifle.  A volley
     of shots echoes from up the street.

90.  EXT.  HILLTOP - DAWN.                                  90.

     Schindler watches as the girl slowly wanders away unnoticed by the SS.
     Against the grays of the buildings and street she's like a moving red

91.  EXT.  STREET - DAWN.                                   91.

     A truck thundering down the street obscures her for a moment.  Then
     she's moving past a pile of bodies, old people executed in the street.

92.  EXT.  HILLTOP - DAWN.                                  92.

     Schindler watches: she's so conspicuous, yet she keeps moving - past
     crowds, past dogs, past trucks - as though she were invisible.

93.  EXT.  STREET - DAWN.                                   93.

     Patients in white gowns, and doctors and nurses in white, are herded out
     the doors of a convalescent hospital.  The small figure in red moves
     past them.  Shots explode behind her.

94.  EXT.  HILLTOP - DAWN.                                  94.

     Short bursts of light flash throughout the ghetto like stars.
     Schindler, fixated on the figure in red, loses sight of her as she turns
     a corner.

95.  INT.  APARTMENT BUILDING - DAWN.                  95.

     She climbs the stairs.  The building is empty.  She steps inside an
     apartment and moves through it.  It's been ransacked.  As she crawls
     under the bed, the scene DRAINS of COLOR.

     The gunfire outside sounds like firecrackers.

96.  EXT.  HILLTOP - NIGHT.                                 96.

     Night.  Silence.  Schindler and Ingrid are gone.

     Below, the ghetto lies like a void within the city, its perimeter and
     interior clearly distinguishable by darkness.  Outside it, the lights of
     the rest of Cracow glimmer.

97.  INT.  D.E.F. FACTORY - NIGHT.                          97.

     Tables and tools and enamelware scrap.  The metal presses and lathes,
     still.  The firing ovens, cold.  The gauges at zero.

     Against the wall of windows overlooking the empty factory floor stands a
     figure, Schindler, in silhouette against the glass, black against white,
     not moving, just staring down.

98.  EXT.  FOREST - PLASZOW - MORNING.                 98.

     Bloody wheelbarrows, stark against the tree line of a forest above the
     completed forced labor camp, PLASZOW.


     Names on lists.  Names called out.  Tight on faces.

     Goldberg at one of several folding tables.  The gangster-turned-ghetto-
     cop is now the Lord of Lists inside Plaszow.  He and other listmakers
     call out names, accounting for those thousands who survived the
     liquidation of the ghetto and now stand before them in long straight


     Amon Goeth stirs, wakes, glances at the woman asleep beside him.
     Hungover, he drags himself slowly out of bed.

101. EXT.  GOETH'S BALCONY - MOMENTS LATER -           101.

     Goeth steps out onto the balcony in his undershirt and shorts and peers
     out across the labor camp, his labor camp, his kingdom.  Satisfied with
     it, even amazed, he's reminiscent of Schindler looking down on his
     kingdom, his factory, as he loves to do, from his wall of glass.

     Life is great.  Goeth reaches for a rifle.

103. EXT.  PLASZOW  SAME TIME - MORNING.               103.

     Workers loading quarry rock onto trolleys under Ukrainian guard and a
     low morning sun.  Every so often, one glances with anticipation to the
     balcony of Goeth's "villa" - which is in fact nothing more than a two-
     story stone house perched on a slight rise in the dry landscape.


     The butt of the rifle against his shoulder, Goeth aims down at the
     quarry - at this worker, at that one - indiscriminately, inscrutably.
     He fires a shot and a distant figure falls.

105. INT.  GOETH'S BEDROOM - SAME TIME -                    105.

     The woman in bed groans at the echoing shot.  She's used to it but she
     still hates it; it's such an awful way to be woken.

               Amon . Christ .

     She buries her head under a pillow.  Goeth reappears.  He pads to his
     bathroom, goes inside and urinates.

106. EXT.  PLASZOW - DAY.                                   106.

     Schindler's Mercedes winds through the camp, past warehouses and
     workshops, trucks full of furs and furniture, work details, barracks,
     guard blocks.  A man standing alone wears a sign around his neck - "I am
     a potato thief."

107. EXT.  GOETH'S VILLA - PLASZOW - DAY.                   107.

     The Mercedes pulls in next to some other nice cars parked on a driveway
     made of tombstones from the Jewish cemetery.

108. EXT.  PATIO, GOETH'S VILLA - DAY.                      108.

     A patio table set with crystal, china, silver.   Goeth and Hujar are
     there, in pressed SS uniforms, and two industrialists, Bosch and
     Madritsch.  One chair is empty.

               Your machinery will be moved and installed
               by the SS at no cost to you.  You will pay
               no rent, no maintenance -

     Hujar glances off, interrupted by Schindler's arrival.  Although he's
     never been here, the industrialist comes in like he owns the place.  All
     but Goeth rise.

               No, no, come on, sit -

     He works his way around the table, patting Bosch and Madritsch on the
     back - he knows them - shaking Hujar's hand, who he doesn't know.  He
     reaches Goeth.

               How you doing?

     Goeth takes a good long look at the handsomely dressed entrepreneur and
     allows him to shake his hand.

               We started without you.


     Schindler takes a seat, shakes a napkin onto his lap, nods to the
     servant holding out a bottle of champagne to him.


     Goeth watches him.  The others watch Goeth.

               I miss anything important?

               I was explaining to Mr. Bosch and
               Mr. Madritsch some of the benefits of
               moving their factories into Plaszow.

               Oh, good, yeah.

     Schindler clearly doesn't care, but nods as though he did.  He drinks.
     Goeth just watches him with what seems to be growing amusement.  He nods
     to Hujar to continue.

               Since your labor is housed on-site,
               it's available to you at all times.  You can
               work them all night if you want.  Your
               factory policies, whatever they've been
               in the past, they'll continue to be,
               they'll be respected -

     Schindler laughs out loud, cutting Hujar off.  Hujar glances over to
     Goeth nonplussed.

               I'm sorry.

     He's not sorry at all, and starts in on the plate of food that's set
     down in front of him.

               You know, they told me you were
               going to be trouble - Czurda and Scherner.

               You're kidding.

     Goeth slowly shakes his head no . then smiles.

               He looks great, though, doesn't he?
               I have to know - where do you get a
               suit like that?  what is that, silk?
                         (Schindler nods)
               It's great.

               I'd say I'd get you one but the guy who
               made it, he's probably dead, I don't know.

     He shrugs like, Those are the breaks, too bad.  Goeth just smiles.  The
     others watch the two of them, unsure how they're supposed to react.

109. INT.  GOETH'S OFFICE - PLASZOW - LATER - DAY.          109.

     The others have gone.  It's just Goeth and Schindler now.  Goeth pours
     glasses of cognac.

               Something wonderful's happened, do you
               know what it is?  Without planning it, we've
               reached that happy point in our careers
               where duty and financial opportunity meet.

     Schindler nods pensively, perhaps in agreement, perhaps at some other
     thought.  There's a silence, broken finally by -

               I go to work the other day, there's nobody
               there.  Nobody tells me about this, I have to
               find out, I have to go in, everybody's gone -

               They're not gone, they're here.

               They're mine!

     His voice echoes into silence.  An acquiescent shrug from Goeth finally.
     And a nod; Schindler's right.

               Every day that goes by, I'm losing money.
               Every worker that is shot, costs me
               money - I have to get somebody else,
               I have to train them -

               We're going to be making so much money,
               none of this is going to matter -

                         (cutting him off)
               It's bad business.

               Some of the boys went crazy,
               what're you going to do?  You're right,
               it's bad business, but it's over with,
               it's done.
               Occasionally, sure, okay, you got to
               make an example.  But that's good

     Schindler pours himself another shot from the bottle, nurses it.  He's
     in a foul mood.  They study each other, trying to determine perhaps
     who's more powerful.  Eventually -

               Scherner told me something else about you.

               Yeah, what's that?

               That you know the meaning of the word
               gratitude.  That it's not some vague thing
               with you like with some guys.


     Goeth tries to put the situation in perspective:

               You want to stay where you are.  You got
               things going on the side, things are good,
               you don't want anybody telling you what
               to do - I can understand all that.
               What you want is your own sub-camp.

     Schindler admits it by not disagreeing.  Goeth thinks about it, nods to
     himself again, then frowns.

               Do you have any idea what's involved?
               The paperwork alone?  Forget you got to
               build it all, getting the fucking permits,
               that's enough to drive you crazy.  Then the
               engineers show up.  They stand around
               and they argue about drainage - I'm
               telling you, you'll want to shoot somebody,
               I've been through it, I know.

               Well, you've been through it.  You know.
               You could make things easier for me.

     Goeth mulls it over, his shrug saying "maybe, maybe not."  A silence
     before -

               I'd be grateful.

     There's the word Goeth was waiting to hear.

110. EXT.  D.E.F. SUBCAMP SITE - DAY.                       110.

     An SS surveyor, with even paces, measures a distance of the bare field
     adjacent to the factory.  He sticks a little flag into the ground.

111. EXT.  D.E.F. SUBCAMP SITE - DAY.                       111.

     A watchtower, half-erected, the little flag still in the ground.
     Laborers hammer at it while others roll out barbed wire fencing.  A
     surveyor supervises the placement of a post and carefully measures its
     heights; it has to be nine feet, exactly.

     At a folding table in the middle of the field, Schindler signs checks
     made out to the Construction Office, Plaszow - requisitioning more
     lumber, cement and hardware.


     Plaszow prisoners load the requisitioned building supplies - the lumber,
     cement and hardware - onto trucks.

113. EXT/INT.  WAREHOUSE, CRACOW - DAY.                113.

     The trucks parked not at Schindler's sub-camp, but at the loading dock
     of Goeth's private warehouse in Cracow.  Inside the building can be
     glimpsed all kinds of Plaszow goods: clothes, food, construction
     equipment, furniture.

     Checkbook laid out on the hood of his Mercedes, Schindler pays for the
     requested materials a second time - this time with a check made out to
     Amon Goeth personally - and hands it over to his bagman, Hujar.

114. EXT.  D.E.F. SUBCAMP FIELD - DAY.                      114.

     Some SS architects groan over a set of blueprints.  Schinlder and an SS
     officer walk by.

                         SS OFFICER
               You have the Poles beat the Czechs,
               you have the Czechs beat the Poles,
               that way everybody stays in line.

               All I have is Jews.

     He shrugs, Too bad, what're you going to do?  The SS guy has to think.
     Yeah, that's a problem.  Two huge leashed dogs yank another SS man
     across their path.

115. EXT.  D.E.F. - DAY.                                    115.

     As five hundred Plaszow prisoners are marched back onto the grounds of
     D.E.F., any hope they may have had of a more lenient environment is
     quickly dashed.  The place - completed - looks like a fortress: barbed-
     wire, towers, SS guards and dogs.

116. INT.  D.E.F. FACTORY - DAY.                            116.

     Where once they glimpsed the not too threatening figure of Oskar
     Schindler strolling through the factory, the workers who dare glance up
     now find armed guards moving past.  And further up, behind the wall of
     windows, Schindler moving around, entertaining SS officer.

117. INT.  GOETH'S VILLA - NIGHT.                           117.

     The Rosner brothers in evening clothes, Leo on accordion, Henry on
     violin, playing a Strauss melody, trying to keep it muted, inoffensive.
     Few of the guests pay attention, which is fine with them.  An SS officer
     chats with Schindler.

                         LEO JOHN
               - she's seventy years old, she's been
               there forever - they bomb her house.
               Everything's gone.  The furniture,

                         (well aware the man
                         is lying)
               Thank God she wasn't there.
     Schindler, with yet another girl on his arm, endures the officer's lies
     while sweeping the room with his eyes.

                         LEO JOHN
               I was thinking maybe you could help
               her out.  Some plates and mugs, some
               stew pots, I don't know.  Say half a
               gross of everything?

     Schindler looks at him for the first time, knowingly.

               She run an orphanage, your aunt?

                         LEO JOHN
               She's old.  What she can't use maybe
               she can sell.

     Schindler's girl excuses herself to get a drink.

               You want it sent directly to her or
               through you?

                         LEO JOHN
               Through me, I think.  I'd like to
               enclose a card.

     Schindler nods, Done.  Both watch his date across the room getting a
     drink.  As usual, she's the best-looking on there.

                         LEO JOHN
               Your wife must be a saint.

     Whatever tolerance Schindler's had up to this point with John leaves his
     face; the looks he gives him now is pure contempt.

               She is.

118. INT.  GOETH'S VILLA - LATER - NIGHT.                   118.

     Goeth's girl tonight, a Pole, eighteen, nineteen, places a hand on
     Schindler's sleeve.  They're at the important end of the large table
     with Goeth, along withCzurda and Leo John and their girlfriends.

                         GOETH'S GIRL
               You're not a soldier?

               No, dear.

               There's a picture.  Private Schindler?
               Blanket around his shoulders over in Kharkov?

     Everyone laughs.

               Happened to what's his name - up in Warsaw -
               and he was bigger than you, Oskar.


               Happened to Toebbens.  Almost.  Himmler
               goes up to Warsaw, tells the armament guys,
               "Get the fucking Jews out of Toebbens'
               factory and put Toebbens in the army," and -
               "and sent him to the Front."  I mean, the Front.

     Everybody laughs.

               It's true.  Never happen in Cracow, though,
               we all love you too much.

               I pay you too much.

     Another round of laughs, only this time it's forced.  Everybody knows
     it's true, but you don't say it out loud, and Schindler knows better.
     Goeth gives him a look; they'll talk later.

119. EXT.  GOETH'S VILLA - LATER - NIGHT.                   119.

     Goeth finds Schindler alone outside smoking a cigarette.  Schindler
     acknowledges him, but that's about it.  Finally -

               You held back Stern.  You held back the
               one man most important to my business.

               He's important to my business.

               What do you want for him, I'll give it to you.

               I want him.
                         (turning back)
               Come on, let's go inside, let's have
               a good time.

     Goeth heads back inside.  Schindler stays outside, finishing his

120. EXT.  PLASZOW - LATER - NIGHT.                         120.

     A folding table outside the prisoners' barracks.  At it, playing cards,
     two night sentries.  A figure appears out of the darkness.  Schindler.
     He sets down on the table a fifth of vodka.

121. EXT.  BARRACKS - LATER - NIGHT.                        121.

     Stern, summoned from his barracks, watches as Schindler digs through his
     coat pockets.  Nearby, at the table, drinking now, the sentries.  From
     the hill, the villa, the Rosners' music, faint, can be heard.


     He discreetly hands over to the accountant some cigars scavenged from
     the party.  From another pocket, he retrieves and hands over some tins
     of food - all valuable commodities.  From another pocket, perhaps not so
     valuable, but then who knows, a gold lighter.  Regarding this last item

               This, I don't know, maybe you can
               trade it for something.

               Thank you.

     Schindler shrugs, It's the least I can do.  The two stand around a
     moment more before Schindler shrugs again, Sorry I can't do more.  He
     reaches out, pats Stern on the shoulder, and, turning to leave.

               I got to go, I'll see you.

               Oskar -

     Schindler comes back, but, out of embarrassment or - maybe he wants to
     get back to the party - waits with some impatience for Stern to tell
     whatever it is he wants to tell him.  Lowering his voice -

               There's a guy.  This thing happened.
               Goeth came into the metalworks -

     CUT TO:

122. INT.  METALWORKS - PLASZOW - DAY.                 122.

     Goeth moves through the crowded metalworks like a good-natured foreman,
     nodding to this worker, wishing that one a good morning.  He seems
     satisfied, even pleased, with the level of production.  Goldberg is with
     him.  They reach a particular bench, a particular worker, and Goeth
     smiles pleasantly.

               What are you making?

     Not daring to look up, all the worker sees of Goeth is the starched cuff
     of his shirt.

               Hinges, sir.

     The rabbi-turned-metalworker gestures with his head to a pile of hinges
     on the floor.  Goeth nods.  And in a tone more like a friend than
     anything else -

               I got some workers coming in tomorrow .
               Where the hell they from again?


               Yugoslavia.  I got to make room.

     He shrugs apologetically and pulls out a pocket watch.

               Make me a hinge.

     As Goeth times him, Rabbi Levartov works at making a hinge as though his
     life depended on it - which it does - cutting the pieces, wrenching them
     together, smoothing the edges, all the while keeping count on his head
     of the seconds ticking away.  He finishes and lets it fall onto the
     others on the floor.  Forty seconds.


     Again the rabbi works feverishly - cutting, crimping, sanding, hearing
     the seconds ticking in his head - and finishing in thirty-five.  Goeth
     nods, impressed.

               That's very good.  What I don't understand,
               though, is - you've been working since what,
               about six this morning?  Yet such a small
               pile of hinges?

     He understands perfectly.  So does Levartov; he has just crafted his own
     death in exactly 75 seconds.  Goeth stands him against the workshop wall
     and adjusts his shoulders.  He pulls out his pistol, puts it to the
     rabbi's head and pulls the trigger . click.

               Christ -

     Annoyed, Goeth extracts the bullet-magazine, slaps it back in and puts
     the barrel back to the man's headk.  He pulls the trigger again . and
     again there's a click.

               God damn it -

     He slams the weapon across Levartov's face and the rabbi slumps dazed to
     the floor.  Looking up into Goeth's face, he knows it's not over.  As
     Goeth walks away -


123. EXT.  BARRACKS - CONTINUED - NIGHT.                    123.

     Tight on Schindler, a pensive nod, then a shrug.

               The guy can turn out a hinge in less
               than a minute?  Why the long story?

124. INT.  D.E.F. - DAY.                                    124.

     Rabbi Levartov, brought over to D.E.F., works at a table with several
     others.  As Schindler strolls by, the rabbi dares to speak -

               Thank you, sir.

     Schindler has to think a moment before he can figure out who the
     grateful man is.

               Oh, yeah.  You're welcome.

125. EXT.  PLASZOW - DAY.                                   125.

     A dead chicken dangling from Hujar's hand, evidence of some kind.  Goeth
     slowly pacing before a work detail of twenty or so men standing still,
     silent, in a row.

               Nobody knows who stole the chicken.
               A man walks around with a chicken,
               nobody notices this.

     No one confesses.  Goeth nods, All right, takes a rifle from a guard and
     shoots one of the workers at random.  With this added incentive, he
     waits for someone to tell him who stole the chicken.  No one does.

               Still nobody knows.

     He shrugs, Okay, points the rifle at another worker - and a boy of
     fourteen, shuddering and weeping, steps out of line.

               There we go.

     Goeth goes over to the boy, and, like a distant relative to a small
     child, tries to get him to look at his face.

               It was you?  You committed this crime?

               No, sir.

               You know who, though.

     The boy nods, weeps, screams -


     He's pointing at the dead man.  And Goeth astonishes the entire assembly
     of workers and guards by believing the boy.  He returns the rifle to the
     guard and walks away.  Hujar stares after him, then knowingly at the

126. EXT.  PLASZOW - DAY.                                   126.

     A truck being loaded with supplies.  Schindler signs for it and,
     appearing as rushed as he always does, returns the clipboard to Stern.

               Yeah, sure, bring him over.

127. INT.  D.E.F. - DAY.                                    127.

     Schindler comes down the stairs with Klonowska.  As they're crossing
     through the factory -

               Thank you, sir.

               That's okay.

128. INT.  MECHANICS' GARAGE - PLASZOW - DAY.               128.

     A mechanic peering under the hood of Goeth's Adler.  Leaning in he
     accidentally knocks a wrench off the radiator into the fan and there's
     an awful clatter before the engine dies.  The mechanic glances up

129. EXT.  GOETH'S VILLA - DAY.                             129.

     As servants hoist a heavy, elaborately tooled saddle from Schindler's
     trunk - a gift for Goeth - Schindler sees Stern coming toward him and
     glances skyward long-sufferingly.

130. INT.  D.E.F. - DAY.                                    130.

     The mechanic, making adjustments to a metal press, glances up as
     Schindler moves past.

               Thank -

               Yeah, yeah, yeah.

131. EXT.  D.E.F. FACTORY - DAY.                            131.

     Across the street stands a nervous young woman in a faded dress.  She
     seems to be trying to summon the courage to cross over and onto the
     factory grounds.

132. INT.  D.E.F. FACTORY - DAY.                            132.

     Just inside the factory, she waits as a guard telephones Schindler's
     office.  She can see the wall of windows from where she's standing, and
     Schindler himself as he appears at it, phone to his ear.  He glances
     down at her disapprovingly and the guard hangs up.

               He won't see you.

133. INT.  APARTMENT - CRACOW - DAY.                        133.

     The woman alone in a dismal room pulling on nylon stockings.  At a
     mirror, she applies make-up.  She slips into a provocative dress.  Puts
     on heels.  A Parisian hat.  And looks in the mirror.

134. INT.  D.E.F. - DAY.                                    134.

     Schindler waits for her on the landing of the stairs.  He doesn't
     recognize her, but smiles to counter the unfortunately possibility she's
     some old girlfriend he's forgotten.  Reaching him, she offers her hand.

               Miss Krause.

                         MISS KRAUSE
               How do you do?

     He can tell now she doesn't know him.  He seems relieved.  He
     leads her past Klonowska's desk and into his office.

135. INT.  SCHINDLER'S OFFICE - DAY.                        135.

     He arranges a chair for her, goes to his liquor cabinet.

               Pernod?  Cognac?

                         MISS KRAUSE
               No, thank you.

     He pours himself a drink, warms it in his hands, smiles, clearly take
     with her.


     The grace with which she's carried herself up to this point seems to
     evaporate as she struggles to find the words she wants.

                         MISS KRAUSE
               They say that no one dies here.
               They say your factory is a haven.
               They say you are good.

     Schindler's face changes like a wall going up, a mask of indifference
     like in the portrait of Adolf Hitler on the wall behind him.

               Who says that?

                         MISS KRAUSE

     Schindler glances away from her.  He seems weary suddenly, depressed.

                         MISS KRAUSE
               My name is Regina Perlman, not
               Elsa Krause.  I've been living in Cracow
               on false papers since the ghetto massacre.
               My parents are in Plaszow.  They're old.
               They're killing old people in Plaszow now.
               They bury them up in the forest.  I have
               no money.  I borrowed these clothes.
               Will you bring them here?

     Schindler glances back at her, his face hard, cold, and studies her for
     a long, long moment before -

               I don't do that.  You've been misled.
               I ask one thing: whether or not a worker
               has certain skills.  That's what I ask and
               that's what I care about, get out of my

     She stares at him, frightened and bewildered.  She feels tears welling

               Cry and I'll have you arrested,
               I swear to God.

     She hurries out.


     Schindler barges into Stern's office.  In a foul and aggressive mood, he
     dispenses with pleasantries in order to admonish the accountant -

               People die, it's a fact of life.

     Stern has hardly had time to look up from the work on his desk.

               He wants to kill everybody?  Great.
               What am I supposed to do, bring everybody
               over?  Is that what you think?  Yeah, send
               them over to Schindler, send them all.
               His place is a "haven," didn't you know?
               It's not a factory, it's not an enterprise
               of any kind, it's a haven for people with no
               skills whatsoever.

     Stern's look is all innocence, but Schindler knows better.

               You think I don't know what you're doing?
               You're so quiet all the time?  I know.

                         (with concern)
               Are you losing money?

               No, I'm not losing money, that's not the point.

               What other point is -

                         (interrupts; yells)
               It's dangerous.  It's dangerous, to me, personally.

     Silence.  Schindler tries to settle down.  Then -

               You have to understand, Goeth's under
               enormous pressure.  You have to think of it
               in his situation.  He's got this whole place
               to run, he's responsible for everything that
               goes on here, all these people - he's got a lot
               of things to worry about.  And he's got the war.
               Which brings out the worst in people.  Never
               the good, always the bad.  Always the bad.
               But in normal circumstances, he wouldn't
               be like this.  He'd be all right.  There'd be
               just the good aspects of him.  Which is a
               wonderful crook.  A guy who loves good food,
               good wine, the ladies, making money.

               And killing.

               I'll admit it's a weakness.  I don't think
               he enjoys it.
               All right, he does enjoy it, so what?
               What do you expect me to do about it?

               There's nothing you can do.  I'm not
               asking you to do anything.  You came
               into my office.

     But it isn't Stern who needs convincing; it's Schindler himself.  It's
     doubtful he even realizes this, but it's clear to Stern.  Schindler
     sighs either at the predicament itself, or at the fact that he's allowed
     Stern to place him right in the middle of it.  He turns to leave,
     hesitates.  He conducts a mental search for a name and eventually comes
     up with it:

               Perlman, husband and wife.

     He unstraps his watch, hands it to Stern.

               Give it to Goldberg, have him send them over.

     He leaves.

137. EXT.  BALCONY - GOETH'S VILLA - NIGHT.            137.

     Distant music, Brahms' lullaby, from the Rosner Brothers way down by the
     women's barracks calming the inhabitants.  Up here on the balcony,
     Schindler and Goeth, the latter so drunk he can barely stand up, stare
     out over Goeth's dark kingdom.

               They don't fear us because we have the power
               to kill, they fear us because we have the power
               to kill arbitrarily.  A man commits a crime, he
               should know better.  We have him killed, we feel
               pretty good about it.  Or we kill him ourselves
               and we feel even better.  That's not power,
               though, that's justice.  That's different than
               power.  Power is when we have every
               justification to kill - and we don't.  That's power.
               That's what the emperors had.  A man stole
               something, he's brought in before the emperor,
               he throws himself down on the floor, he begs
               for mercy, he knows he's going to die . and
               the emperor pardons him.  This worthless man.
               He lets him go.  That's power.  That's power.

     It seems almost as though this temptation toward restraint, this image
     Schindler has brush-stroked of the merciful emperor, holds some appeal
     to Goeth.  Perhaps, as he stares out over his camp, he imagines himself
     in the role, wondering what the power Schindler describes might feel
     like.  Eventually, he glances over drunkenly, and almost smiles.

               Amon the Good.

138. EXT.  STABLES - PLASZOW - DAY.                         138.

     A stable boy works to ready Goeth's horse before he arrives.  He sticks
     a bridle into its mouth, throws a riding blanket onto its back, drags
     out the saddle Schindler bought Goeth.  Before he can finish, though,
     Goeth is there.  The boy tries to hide his panic; he knows others have
     been shot for less.

                         STABLE BOY
               I'm sorry, sir, I'm almost done.

               Oh, that's all right.

     As Goeth waits, patiently it seems, whistling to himself, the stable boy
     tries to mask his confusion.

139. EXT.  PLASZOW - DAY.                                   139.

     Goeth gallops around his great domain holding himself high in the
     saddle.  But everywhere he looks, it seems, he's confronted with stoop-
     shouldered sloth.  He forces himself to smile benevolently.

140. INT.  GOETH'S VILLA - DAY.                             140.

     Goeth comes into his bedroom sweating from his ride.  A worker with a
     pail and cloth appears in the bathroom doorway.  More to the floor -

               I have to report, sir, I've been unable to
               remove the stains from your bathtub.

     Goeth steps past him to take a look.  The worker is almost shaking, he's
     so terrified of the violent reprisal he expects to receive.

               What are you using?

               Soap, sir.

               Soap?  Not lye?

     The worker hasn't a defense for himself.  Goeth's hand drifts down as if
     by instinct to the gun in his holster.  He stares at the worker.  He so
     wants to shoot him he can hardly stand it, right here, right in the
     bathroom, put some more stains on the porcelain.  He takes a deep breath
     to calm himself.  Then gestures grandly.

               Go ahead, go on, leave.  I pardon you.

     The worker hurries out with his pail and cloth.  Goeth just stands there
     for several moments - trying to feel the power of emperors he's supposed
     to be feeling.  But he doesn't feel it.  All he feels is stupid.

141. EXT.  GOETH'S VILLA - MOMENTS LATER - DAY.        141.

     The worker hurries across the dying lawn outside the villa.  He dares a
     glance back, and at that moment, a hand with a gun appears out the
     bathroom window and fires.

142. EXT.  BARRACKS, PLASZOW - NIGHT.                  142.

     The sentries at their little table again, drinking Schindler's vodka.
     Nearby, Schindler and Stern outside Stern's barracks.  The accountant's
     tone is hushed:

               If he didn't steal so much, I could hide it.
               If he's steal with some discretion.

     CUT TO:

143. STERN'S OFFICE, PLASZOW - DAY.                         143.

     Goldberg delivers a stack of requisitions and invoices, and leaves
     without a word.  Behind his desk, Stern takes a cursory look at them and
     shakes his head in dismay.

144. INT.  GOLDBERG'S OFFICE, PLASZOW -                     144.

     Stern comes in with the requisitions.  Now it's Goldberg's turn to shake
     his head in dismay; he doesn't want to hear it -

               There are fifteen thousand people here -

               Goeth says there's twenty-five.

               There are fifteen.  He wants to say sixteen,
               seventeen, all right, maybe he can get away
               with it, but ten thousand over?  It's stupid.

               Stern, do me a favor, get out of here.
               You want to argue about it, go tell Goeth.

145. LOADING DOCK, PLASZOW - DAY.                      145.

     Stern watches truck being unloaded of bags of flour, rice and other
     supplies.  Goeth nods to Hujar.  Hujar calls a halt.  The workers climb
     down, close up the trucks.  And, still half-full, the trucks rumble off.

                         STERN (V.O.)
               The SS auditors keep coming around,
               looking over the books - Goeth knows this -

146. EXT.  CRACOW - DAY.                               146.

     The trucks at the loading dock of Goeth's private warehouse.  Polish
     workers, under Hujar's supervision, throwing down the "surplus" bags of
     flour and rice - the supplies for the phantom 10,000 prisoners.

                         STERN (V.O.)
               - you'd think he'd have the common sense
               to see what's coming.  No, he steals with
               complete impunity.


147. BARRACKS - CONTINUED - NIGHT.                     147.

     They can see Goeth's villa up on the hill; figures moving around behind
     the windows.  There's another party going on up there.  down here, as he
     nurses a drink from his flask, Schindler thinks about what Stern has
     told him, and eventually shrugs, Fine, fuck him.

               So you'll be rid of him.

     But Stern slowly shakes his head 'no.'

               If Plaszow is closed, they'll have to send us
               somewhere else.  Where - who knows?
               Gross-Rosen maybe.  Maybe Auschwitz.

     There's the irony - bad as it is, evil as Goeth is, it could get worse.
     Schindler understands.

               I'll talk to him.

               I think it's too late.

               Well, I'll talk to somebody.  I'll take care of it.

     He hands over to Stern some negotiable items and leaves.

148. INT.  NIGHTCLUB - CRACOW - NIGHT.                 148.

     Schindler and Senior SS Officers Toffel and Scherner share a table in
     same smoke-filled nightclub they met in.

               What's he done that's so bad - take money?
               That's a crime?  Come on, what are we
               here for, to fight a war?  We're here to make
               money, all of us.

               There's taking money and there's taking
               money, you know that.  He's taking money.

               The place produces nothing.  I shouldn't
               say that - nothing it produces reaches
               the Army.  That's not all right.

               So I'll talk to him about it.

               He's a friend of yours, you want to help him out.
               Tell me this, though - has he ever once shown
               you his appreciation?  I've yet to see it.  Never a
               courtesy.  Never a thank you note.  He forgets
               my wife at Christmas time -

               He's got no style, we all know that.
               So, we should hang him for it?

               He's stealing from you, Oskar.

               Of course he's stealing from me, we're in
               business together.  What is this?  I'm sitting
               here, suddenly everybody's talking like this
               is something bad.  We take from each other,
               we take from the Army, everybody uses
               everybody, it works out, everybody's happy.

               Not like him.

     Schindler glances away to the floor show, nods to himself.  Glancing
     back again, he considers the SS men with great sobriety.

               Yeah, well, in some eyes it doesn't matter
               the amount we steal, it's that we do it.
               Each of us sitting at this table.

     His thinly veiled threat of exposure escapes neither SS man.  The air
     seems thicker suddenly.

               He doesn't deserve your loyalty.  More
               important, he's not worth you making
               threats against us.

               Did I threaten anybody here?  I stated
               a simple fact.

     The threat still stands, despite Schindler's assurance otherwise, and
     they all know it.  So does Scherner's threat back to him, and they all
     know that, too.  But Schindler just grins, and, glancing away -

               Come on, let's watch the girls.

149. INT.  D.E.F. FACTORY - DAY.                            149.

     In addition to the mid-day soup and break, there are bowls of fruit on
     the long work tables.  At one of them, several workers are debating
     which of them will go upstairs to thank Schindler.


     In honor of Schindler's birthday, Goeth has brought over Stern and the
     Rosners - the musicians, at the moment, accompanying the best baritone
     in the Ukrainian garrison.

     Surrounded by his friends and lovers, Schindler cuts a cake.  He
     receives congratulations from the many SS men present and the embraces,
     in turn, of Ingrid and Klonowska an dGoeth.  From Stern he gets a

     A Jewish girl from the shop floor is admitted and timidly approaches the
     drunken group around Schindler.  The SS men consider her as a curiosity;
     Schindler, as he would any beautiful girl.  The music breaks and out of
     the silence comes a small nervous voice:

                         FACTORY GIRL
               . On behalf of the workers . sir .
               I wish you a happy birthday .

     She hesitates.  She's surrounded by SS uniforms and swastikas and
     holstered guns.  Schindler smiles; this is a beautiful girl.

               Thank you.

     He kisses her on the mouth.  The smiles on the faces around them strain.
     Stern glances to heaven.  Amon cocks his head like a confused dog.  The
     kiss is broken, finally, and Schindler smiles again with impunity.

               Thank them for me.

     The girl backs away nodding anxiously; all she wants now is out before
     someone - her, Schindler, both of them - gets shot.  Henry Rosner nudges
     Leo and they begin another song.

     And the party tries to resume.

151. EXT.  APPELLPLATZ - PLASZOW - DAWN.                    151.

     Were they not asleep in their barracks, the prisoners would no doubt
     shudder at the sight: the clerks are setting up their folding tables.

     Other figures move around the parade ground in the murky dawn light:
     these raising a banner, those wheeling filing cabinets across the
     Appellplatz, this one wiring a phonograph, that one saturating a pad
     with ink from a bottle.

     Goldberg, Lord of Lists, moves from table to table handing out carbons
     of lists and sharing morning pleasantries with the clerks.

     Some men in white appear like ghosts.  A doctor's kid is opened, a
     stethoscope removed.  Another cleans the lenses of his glasses.  Someone
     sharpens a pencil.

152. EXT.  DEPOT - PLASZOW - DAWN.                     152.

     A trainman waving a lantern guides an engineer who's slowly backing an
     empty cattle car along the tracks.  It couples to another empty slatted
     car with a harsh clank.

153. EXT.  APPELLPLATZ - PLASZOW - DAY.                153.

     The needle of the phonograph is set down on a pocked 78.  The first
     scratchy note of a Strauss waltz blare from the camp speakers.

154. EXT.  BALCONY - GOETH'S VILLA - DAY.                   154.

     In his undershirt and shorts Goeth calmly smokes his first cigarette of
     the morning as he listens to the music wafting up from down below.  Down
     there on the Appellplatz, the entire population of the camp has been
     concentrated, some fifteen thousand prisoners.

155. EXT.  APPELLPLATZ - PLASZOW - DAY.                155.

     Though the music and banners struggle to evoke a country fair, the
     presence of the doctors belie it.  A sorting out process is going on
     here, the healthy from the unhealthy.

     A physician wipes at his brow with his handkerchief as several prisoners
     run back and forth, naked, before him.  He makes his selections quickly:
     this one into this line, that one into that, and Goldberg moves them
     recording the names.

     Other groups of people run naked in front of other doctors and clerks.
     Notations are made and lines are formed.  The sun beats down and the
     music lies.

156. EXT.  DEPOT - PLASZOW - DAY.                      156.

     Some still pulling their clothes back on, the first wave of the "unfit"
     is marched onto the platform.  A guard slides open the gate of a cattle
     car and this first unlucky group climbs aboard.

157. EXT.  APPELLPLATZ - PLASZOW - DAY.                157.

     Behind the camouflage of other women prisoners, Mila Pfefferberg rubs a
     beet against her cheeks in desperate hope of adding a little color to
     her skin.

     Amon Goeth, his shirtsleeves uncharacteristically rolled up, chats with
     one of the doctors as another group strips.  Whether the topic is this
     Health Aktion or the unseasonable weather is unclear, but he nods

                         PFEFFERBERG (O.S.)
               Commandant, sir.

     Goeth glances up, finds Poldek among the group taking off their clothes.
     Pfefferberg appeals to him with a look that asks, Do I really have to go
     through this, and Goeth turns to a clerk.

               My mechanic.

     Pfefferberg is motioned away from the others; he's okay, he doesn't have
     to be put through this indignity.  He calls out to the Commandant again-

               What about my wife?

     Goeth thinks about it a moment before he nods, Yeah, okay, sure.  A
     clerk accompanies Pfefferberg and, making a notation on the way, finds

158. EXT.  DEPOT - PLASZOW - DAY.                      158.

     The sun is higher, the cattle cars hotter.  Prisoners' arms stretch out
     between the slats offering diamonds in exchange for a sip of water.

159. EXT.  PLASZOW - LATER - DAY.                      159.

     The needle of the phonograph is set down on another record, a children's
     song, "Mammi, kauf mir ein Pferdchen" (Mommy, buy me a pony).

     Children are yanked from the arms of their parents.  Wailing protests
     quickly escalate to brawls with the guards.  Revolvers and rifles aim at
     the sun and fire.  Music, shots, wails.

160. INT.  BARRACKS - SAME TIME - DAY.                 160.

     Guards traipse through a deserted barracks peering up at the rafters,
     pulling planks from the floor, upending cots, looking for some children.

161. EXT.  BARRACKS - SAME TIME - DAY.                 161.

     A small figure in red sprints across to another barracks, past it, to a
     crude wooden structure beyond it.

162. INT.  MEN'S LATRINES - SAME TIME - DAY.           162.

     An arm held out to either side, the small girl lowers herself into a pit
     into which men have defecated.  She works her way slowly down, trying to
     find knee- and toeholds on the foul walls, ignoring the flies invading
     her ears, her nostrils.

     Reaching the surface of the muck she lets her feet submerge, then her
     ankles, her shins, her knees, before finally touching harder ground.  As
     she struggles to slow her breathing, her racing heart, she hears a
     hallucinatory murmur -

                         BOY'S VOICE
               This is our place.

     She sees eyes in the darkness; five other children are already there.

163. EXT.  DEPOT - PLASZOW - LATER - DAY.                   163.

     Waves of heat rise from the roofs of the long string of cattle cars.
     Inside, those who "failed" the medical exams bake as they wait for the
     last cars to be filled.

     Schindler's Mercedes pulls up.  He climbs out and stares transfixed.  He
     notices Goeth then, standing with the other industrialists, Bosch and
     Madritsch, and strolls over to them.

               I tried to call you, I'm running a little late,
               this is taking longer than I thought.  Have a drink.

               What's going on?

               I got a shipment of Hungarians coming in, I got to
               make room for them.  It's always something.

     He glances away at the train.  The idling engine only partially covers
     the desperate pleas for water coming from inside the slatted cars.

               They're complaining now?  They don't know
               what complaining is.

     He grins.  Schindler watches as another car is loaded.  It's like
     they're climbing into an oven.

               What do you say we get your fire brigade
               out here and hose down the cars?

     Goeth stares at him blankly, then with a What-will-you-think-of-next?
     kind of look, then laughs uproariously and calls over to Hujar -

               Bring the fire trucks!


     Hujar heard him, he just doesn't get it.  Finally he turns to another
     guy and tells him to do it.

     STREAM OF WATER CASCADE onto the scalding rooftops.  The fire trucks are
     there, the hoses firing the cold water at the cars on the people inside
     who are roaring their gratitude.

               This is really cruel, Oskar, you're
               giving them hope.  You shouldn't do that,
               that's cruel.

     And amusing, not just to Goeth, but to the other SS officers standing
     around as well.  Oskar moves away to talk with one of the firemen.  At
     full extension, apparently the hoses still only reach halfway down the
     long line of cars.  He returns to Goeth.

               I've got some 200-meter hoses back at D.E.F.,
               we can reach the cars down at the end.

     Goeth finds this especially sidesplitting, and hollers -


     THE D.E.F. HOSES have arrived and are being coupled to Plaszow's.  As
     the water drenches the cars further back, the people inside loudly voice
     their thanks, and the guards and officers outside grin at the spectacle.

               What does he think he's saving them from?

     The joke takes on new dimension when, from the back of the D.E.F.
     trucks, boxes of food are unloaded.  Accompanied by the laughter of the
     SS, Schindler moves along the string of cars pushing sausages through
     the slats.

               Oh, my God.

     Goeth is almost hysterical.  But slowly then, slowly, the amusement on
     his face fades.  His friend moving along the cars bringing futile mercy
     to the doomed in front of countless SS men, laughing or not, is not just
     behaving recklessly here, it's as though he were possessed.

     The water rains down on the last car.

165. EXT.  D.E.F. - DAY.                                    165.

     A German staff car pulls in across the factory gate, blocking it.  Two
     Gestapo men climb out.

166. INT.  D.E.F. FACTORY - DAY.                            166.

     The girl who brought Schindler best wishes on his birthday glances up
     from her work to the Gestapo crossing through the factory.  They climb
     the stairs to the upstairs offices and, moments later, appear behind
     Schindler's wall of glass.

167. INT.  SCHINDLER'S OFFICE - DAY.                        167.

     Schindler leaning against his desk, drink in his hand, calmly tries to
     assess his humorless arresters.

               I'm not saying you'll regret it, but you might.
               I want you to be aware of that.

                         GESTAPO 1
               We'll risk it.

     Schindler glances beyond them to a point outside his office, to
     Klonowska.  She nods, she knows what to do, she'll make the phone calls,
     call in the favors.

               All right, sure, it's a nice day,
               I'll go for a drive with you guys.

     He snuffs out his cigarette.

168. INT.  GESTAPO CAR - MOVING - DAY.                 168.

     Settled comfortably in the backseat, Schindler glances idly out the
     window.  As the car makes a turn, though, he looks back.  Apparently he
     expected it to turn the other way.

               Where are we going?

     The guys up front don't answer.  Concern, for the first time, registers
     on Schindler's face. The car approaches a building block long with an
     ominous sameness to the windows.

169. INT.  MONTELUPICH PRISON - CRACOW - DAY.          169.

     Schindler is made to empty his pockets, his money, cigarettes,
     everything.  Around him clerks speak in whispers, as if raised voices
     might set off head-splitting echoes along the narrow monotonous

170. INT.  MONTELUPICH PRISON - DAY.                   170.

     He's led down a flight of stairs into a claustrophobic tunnel.  He's
     taken past darkened cells. Past shadowy figures crouched in corners and
     on the floor.

171. INT.  CELL, MONTELUPICH PRISON - DAY.             171.

     A water bucket.  A waste bucket.  No windows.  This is not a cell for
     dignitaries; this arrest is different.

     Schindler, incongruous with the dank surroundings in his double-breasted
     suit, slowly paces back and forth before his cellmate, a soldier who
     looks like he's been here forever, his greatcoat pulled up around his
     ears for warmth.

               I violated the Race and Resettlement Act.
               Though I doubt they can point out the actual
               provision to me.
               I kissed a Jewish girl.

     Schindler forces a smile.  His cellmate just stares.  Now there's a
     crime; much more impressive, much more serious, than his own.

172. INT.  OFFICE - MONTELUPICH PRISON - DAY.               172.

     In a stiff-backed chair sits a very unlikely defender of racial
     improprieties - Amon Goeth.  To an impassive SS colonel behind a desk,
     Goeth tries to highlight extenuating circumstances:

               He likes women.  He likes good-looking women.
               He sees a good-looking woman, he doesn't think.
               This guy has so many women.  They love him.
               He's married, he's got all these women.  All right,
               she was Jewish, he shouldn't have done it.  But
               you didn't see this girl.  I saw this girl.  This girl
               was very good-looking.

     Goeth tries to read the guy behind the desk, but his face is like a

               They cast a spell on you, you know, the Jews.
               You work closely with them like I do, you see
               this.  They have this power, it's like a virus.
               Some of my men are infected with this virus.
               They should be pitied, not punished.  They
               should receive treatment, because this is as
               real as typhus.  I see this all the time.

     Goeth shifts in his chair; he knows he's not getting anywhere with this
     guy.  He switches tacts:

               It's a matter of money?  We can discuss that.
               that'd be all right with me.

     In the silence that follows, Goeth realizes he has made a serious error
     in judgment.  This man sitting soberly before him is one of that rare
     breed - the unbribable official.

                         SS COLONEL
               You're offering me a bribe?

               A "bribe?"  No, no, please come on .a gratuity.

     Suddenly the man stands up and salutes, which thoroughly confuses Goeth
     since Goeth is his inferior in rank.  But he isn't saluting Goeth, he's
     saluting the officer who has just stepped into the room behind him.

               Sit down.

     The colonel sits back down.  Scherner pulls up a chair next to Goeth.

               Hello, Amon.


     Scherner smiles and allows Goeth to shake his hand, but it's clear, even
     to Goeth himself, that he has fallen from grace.

173. INT.  GOETH'S VILLA - PLASZOW - NIGHT.            173.

     A tall, thin, gray Waffen SS officer has a request for the Rosner

                         SS OFFICER
               I want to hear "Gloomy Sunday" again.

     He's drunk, morose; it seems unlikely he'll be on his feet much longer.
     Indeed, as Henry and Leo Rosner begin the son - an excessively
     melancholy tale in which a young man commits suicide for love - the
     field officer staggers over to a chair in the corner of the crowded room
     and slumps into it.

               We give you Jewish girls at five marks a day,
               Oskar, you should kiss us, not them.

     Goeth laughs too loud, drawing a weary glance from Scherner.  Schindler
     smiles good-naturedly.  He's out, a little worse for wear perhaps, a
     little more subdued than usual.  Taking him away from the others, taking
     him into his confidence -

               God forbid you ever get a real taste for Jewish
               skirt.  There's no future in it.  No future.  They
               don't have a future.  And that's not just good
               old-fashioned Jew-hating talk.  It's policy now.

     THE THIN GRAY SS OFFICER is back in front of the musicians, swaying
     precariously, a drink in his hand -

                         SS OFFICER
               "Gloomy Sunday" again.

     Again they play the song.  Again he staggers across the crowded room to
     his chair in the corner, paying no attention to the visiting Commandant
     from Treblinka or anybody else -

                         TREBLINKA GUY
               - We can process at Treblinka, if everything
               is working?  I don't know, maybe two thousand
               units a day.

     He shrugs like it's nothing, or with modesty, it's unclear.  Goeth is
     dully impressed; Schindler, only politely so.

                         TREBLINKA GUY
               Now Auschwitz.  Now you're talking.
               What I got is nothing, it's like a.a machine.
               Auschwitz, though, now there's a death factory.
               There, they know how to do it.  There,
               they know what they're doing.

     AGAIN THE GRAY OFFICER wavering before Henry and Leo.  This time they
     don't wait for him to ask for it -

                         LEO ROSNER
               "Gloomy Sunday."

     As the man stumbles back to his chair, the Rosners not only play the
     song again, they play with it, and him, this one somber man in the
     corner staring at them almost gratefully, wrenching from the song all
     the sentimentality they can, as if they could actually drive him to kill

     No one else in the room is aware of the exchange going on between them -
     this man and this music - which the brothers play as if it were an
     invocation.  Eventually, though, someone does become aware, if not of
     the intention, at least of the repetition, and interrupts the spell -

               Enough - Jesus - God -

     The music falls apart.  The brothers find Goeth in the crowd looking at
     them like, Come on, for Christ's sake play something else.  Which they
     do - defeated - some innocuous Von Suppe.  Goeth turns back to one of
     his guests.

     Glancing back, as they play, to the corner, the Rosners see the gloomy
     SS officer getting slowly up from his chair.  He stands there for a
     moment, staring at nothing, then slowly makes his way out onto the
     balcony where he stands in the night air, absolutely still, in
     silhouette to the Rosners.

     And, ruining a perfectly good party, he takes out a gun and shoots
     himself in the head.

174. EXT.  D.E.F. - DAY.                                    174.

     From a distance, Schindler can be seen arguing with an SS officer who's
     trying to hand him papers, orders of some kind, which the irate
     industrialist refuses to accept.

     Here, closer, carrying blankets and bundles, Schindler's workers are
     marched under heavy guard out of the factory and its annexes and across
     the fortified yard.

     His people are being taken.  Where, is unclear.  Schindler abruptly
     breaks off the discussion with the SS man, climbs into his car and
     drives off.

175. EXT.  FOREST - PLASZOW - LATER - DAY.                  175.

     A creek flowing gently through marshy ground under an umbrella of trees.
     Leo John and his five year old son, on their knees catching tadpoles,
     seem unaware of, or at least not distracted by, a ghastly endeavor going
     on beyond them:

     Bodies being exhumed out of the earth, out of the mass graves in the
     forest.  The dead lay everywhere, victims of the ghetto massacre,
     victims of Plaszow.

     Arriving, Schindler sees Goeth standing up at the tree line.
     Approaching him, furious, he hesitates.  He sees a wheelbarrow trundled
     by Pfefferberg, a corpse in it.  He fears the body is Mila's, but then
     sees her trundling another barrow, another corpse in it.  Goeth calls to
     Schindler -

               Can you believe this?

     Goeth shakes his head, dismayed.  Schindler joins him and stares at a
     pyre of bodies built by masked and gagging workers, layer upon layer.

               I'm trying to live my life, they come up
               with this?  I got to find every body buried
               up here?  And burn it?

     It's always something.  He glances off.  The pyre has reached the height
     of a man's shoulder.  The workers move around it dousing it with

               You took my workers.

               They're taking mine.  When I said they
               didn't have a future I didn't mean tomorrow.


               I don't know.  Soon.

     He sighs at the unfairness of it all, the dissolution of his kingdom.
     His glance finds his man, Leo John, over at the stream.

               This is good.  I'm out of business and he's
               catching tadpoles with his son.

     Tight on the gleeful boy with a tadpole in his hand.  Behind him, smoke
     from the pyre rises into the sky.

176. INT.  D.E.F. FACTORY - NIGHT.                          176.

     Schindler, in silhouette against the wall of glass, stares down at his
     deserted factory, his silent machines, the dark empty spaces.

177. INT.  SCHINDLER'S APARTMENT - DAY.                177.

     Light pouring in through the windows.  White sheets over the furniture
     like shrouds over the dead.  Schindler's personal things are gone.


     Schindler's Mercedes, the backseat piled high with suitcases.  A border
     guard returns his passport to him.  The barrier is lifted and he crosses
     into Czech countryside.

179.      INT.  SQUARE, BRINNLITZ, CZECHOSLOVAKIA -         179.

     A church in the main square of a sleepy hamlet.  A priest and his
     parishioners, including Emilie Schindler, emerging from it, morning Mass

     Some guys outside a bar/caf‚, hanging gout, drinking, notice the
     elegantly dressed gentleman outside the town's only hotel.  They
     recognize him.  They come over.

               Hey, how you doing?

                         BRINNLITZ GUY 1
               Look at this.

     Schindler, the clothes, the car, the suitcases, the great difference
     between their respective stations in life.  Somehow their old ne'er-do-
     well friend has managed to do quite well, and it amazes them.

     Across the square, Emilie has noticed him; and he, her.  But neither
     makes a move toward the other.  Finally she walks away; which Schindler
     interprets correctly to mean, Yes, check into the hotel.  He tips the
     porter extravagantly and turns back to the guys from the bar.

               Let me buy you a drink.

180. INT.  BAR - BRINNLITZ - NIGHT.                         180.

     Except for the clothes of the working class clientele, the scene is
     reminiscent of the SS nightclub in Cracow: Schindler, the great
     entertainer, working his way around the tables making sure everybody's
     got enough to drink, making sure everybody's happy.  A guy at a table
     with a girl gestures him over.

                         BRINNLITZ GUY 2
               Oskar - my friend Lena.

               How do you do?
                         (to them both)
               What can I get you, what're you drinking?

                         BRINNLITZ GUY 2
               Nothing's changed.  Then again, something
               has changed, hasn't it?

               Things worked out.  I made some money
               over there, had some laughs, you know.
               It was good.

                         BRINNLITZ GUY 2
               Now you're back.

               Now I'm back, and you know what I'm
               going to do now?  I'm going to have a
               good time.  So are you.

     He gestures to the bartender to refill his friend's and his date's
     drinks, pats the guy on the shoulder and wanders over to the next table.

               Who is he?

     The guy has to think; not because he doesn't know, but because his old
     friend Oskar is so many things it's hard to know which description to
     use.  Finally -

                         BRINNLITZ GUY 2
               He's a salesman.

181. INT.  HOTEL ROOM - BRINNLITZ - NIGHT.             181.

     A woman asleep in the bed.  The girl from the bar.  In his robe, at the
     window, Schindler calmly smokes as he stares out at the night.

182. EXT.  BRINNLITZ - DAWN.                           182.

     The town, off in the distance, nestled against the mountains.  The sun,
     just coming up.  Closer, here, ramshackle structures, a long abandoned
     factory of some kind.

     Schindler, in leather riding gear, climbs down off a Moto-Guzzi
     motorcycle.  He slowly wanders around, peers in through broken windows,
     wanders around some more.

     Tight on his face, torn between conflicting choices, or realizing
     there's no choice, or only one choice, and hating it.

               Goddamn it.

183. EXT.  BALCONY, GOETH'S VILLA - PLASZOW - DAY.          183.

     Schindler and Goeth on the balcony of the villa, drinking.

               You want these people.

               These people, my people, I want my people.

     Goeth considers his friend, greatly puzzled.  Below them lies the camp,
     still operating, at least for now, until the shipments can be arranged.

               What are you, Moses?  What is this?
               Where's the money in this?  What's the scam?

               It's good business.

               Oh, this is "good business" in your opinion.
               You've got to move them, the equipment,
               everything to Czechoslovakia - it doesn't
               make any sense.

               Look -

               You're not telling me something.

               It's good for me - I know them, I'm
               familiar with them.  It's good for you -
               you'll be compensated.  It's good for
               the Army.  You know what I'm going to
               make?  Artillery shells.  Tank shells.
               They need that.  Everybody's happy.

               Yeah, sure.

     Goeth finds this whole line of reasoning impossible to believe.  He's
     sure Schindler's got something else going on here he's not telling him.

               You're probably scamming me somehow.
               If I'm making a hundred, you got to be
               making three.

     Schindler admits it with a shrug.

               If you admit to making three, then it's four,
               actually.  But how?

               I just told you.

               You did, but you didn't.

     Goeth studies him, searching for the real answer in his face.  He can't
     find it.

               Yeah, all right, don't tell me, I'll go along
               with it, it's just irritating to me I can't
               figure it out.

               All you have to do is tell me what it's
               worth to you.  What's a person worth to you.

     Goeth thinks about it in the silence.  Then a slow nod to himself.  He's
     going to make some money out of this even if he can't figure it out.  He

               What's one worth to you?

     That's the question.


184.                                                        184.

     THE KEYS OF A TYPEWRITER slapping a name onto a list -
     LEVARTOV - the letters the size of buildings, the sound as loud as
     gunshots -

     TIGHT ON THE FACE OF A MAN - Rabbi Levartov - the hinge-maker Goeth
     tried to kill with a faulty revolver -

     THE KEYS HAMMER another name - PERLMAN -

     TIGHT ON TWO ELDERLY FACES - a man, a woman - the parents of "Elsa

     workers' names from a Reich Labor Office document to the list in his
     typewriter, Schindler's List.


     TIGHT ON SCHINDLER slowly pacing the six or seven steps Stern's cramped
     office allows, nursing a drink.

               Poldek Pfefferberg . Mila Pfefferberg .

     THE KEYS typing 'PFEFFE-

     PFEFFERBERG'S face, tight.  MILA'S face, tight.

     CURRENCY, hard Reichmarks, in a small valise.  As Goeth looks at it, he
     mumbles to himself -

               A virus.

     MOVING DOWN THE LIST of names, forty, fifty.  The sound of the keys.
     Stern pulls the sheet out of the machine, rolls in another, types a

     EQUIPMENT BEING LOADED onto trucks outside Madritsch's Plaszow factory.

               You can do the same thing I'm doing.
               There's nothing stopping you.

     Madritsch is shaking his head 'no' to Schindler's appeal to make his own
     list, to get his workers out.

               I've done enough for the Jews.

     THE KEYS typing another name -

     A FACE, a man,  A FACE, a woman, A FACE, a child -

     COGNAC SPILLING into a glass.  The glass coming up to Schindler's mouth,
     hesitating there.

               The investors.

     A NAME - A FACE - one of the original D.E.F. investors.

     ANOTHER NAME - ANOTHER FACE - another of the Jewish investors.

               All of them.  Szerwitz, his family.

     STERN GLANCES UP with a look that asks Schindler if he's sure about this
     one.  He is.  The keys type SZERWITZ -

     TIGHT ON THE FACE of the investor who stole from Schindler, the one he
     threatened to have killed by the SS, and the faces of his sons -

     THREE OR FOUR PAGES of names next to the typewriter.  Stern, trying to
     count them, estimates -

               Four hundred, four fifty -


     THE TRUNK OF SCHINDLER'S MERCEDES yawning open.  He takes a small valise
     from it and heads for Goeth's villa.

     THE KEYS typing ROSNER -

     TIGHT ON Henry Rosner, the violinist.  TIGHT ON his brother, Leo, the

     SCHINDLER AND BOSCH, the other Plaszow industrialist.  The same appeal
     Schindler made to Madritsch; the same answer, 'no.'

     MOVING DOWN another page of names.

                         STERN (O.S.)
               About six hundred -

                         SCHINDLR (O.S.)

     THE SOUND OF THE KEYS OVER the face of a boy, the "chicken thief."  Over
     THE FACE OF A GIRL, the one who hid in the pit of excrement.  Over the
     FACES we've never seen.

                         STERN (O.S.)
               Eight hundred, give or take.

               Give or take what, Stern - how many -
               count them.

     STERN RUMS HIS FINGER down the pages of names, trying to count them more

     BLACKJACK, dealt by GOETH.  They're betting diamonds, he and Schindler.
     A queen falls and Goeth groans his misfortune.

     THE FACE OF Goeth's maid.

     GOETH SWEEPS his hold card against the table, is thrown a four, sweeps
     it again and gets a jack.

     A NAME we don't recognize is typed.

     A FACE we don't recognize.

185. INT.  STERN'S OFFICE - PLASZOW - NIGHT.           185.

     Schindler leafing through the page of names, counting them, drinking, to
     the sound of the typewriter.  Eventually, quietly to himself -

               That's it.

     Stern heard him and stops typing, glances over.

               You can finish that page.

     Stern resumes where he left off, but then hesitates again.  There's
     something he doesn't understand.

               What did Goeth say?  You just told him
               how many you needed?

     It doesn't sound right.  And Schindler doesn't answer.  He's avoided
     telling Stern the details of the deal struck with Goeth, and balks
     telling him now.  Finally awkwardly -

               I'm buying them.  I'm paying him.
               I give him money, he gives me the people.
               If you were still working for me I'd expect
               you to talk me out of it, it's costing me
               a fortune.

     Stern had no idea.  And has no idea now what to say.  Schindler shrugs
     like it's no big deal, but Stern know it is.

               Give him the list, he'll sign it, he'll get
               the people ready.  I have to go back to
               Brinnlitz, to take care of things on that end,
               I'll see you there.

     Stern is really overcome by what this man is doing.  What he can't
     figure out is why.  Silence.  And then -

               Finish the page.

     Stern turns back, does as he's told.  Schindler drinks.  Nothing but the
     sound of the typewriter keys.  And then nothing at all.  The page is
     done.  The rest will die.


     Schindler in front of a large assembly, party pin in his lapel, as
     usual, imposing SS guards on either side of him.

               This is my home.

     He looks out over his audience, the citizens of Brinnlitz, local
     government officials, many of them appearing bewildered by him or the
     "situation" that has arisen.

               I was born here, my wife was born here,
               my mother is buried here, this is my home.

     His estranged wife is there.  So are the guys he was drinking with.

               Do you really think I'd bring a thousand
               Jewish criminals into my home?

     Everyone seems to breathe sighs of relief as if they've been waiting for
     him to say this, to dispel the disturbing rumors they've heard.

               These are skilled munitions workers -
               they are essential to the war effort -

     The noise begins, his audience's angry reaction.  Raising pitch of his
     own voice -

               - It is my duty to supervise them -
               and it is your duty to allow me -

     He barely gets it all out before the protests drown him out. The uproar
     reaches such a clamoring level there's no point in his continuing.

187. GOETH'S VILLA - PLASZOW - DAY.                         187.

     Goeth, at his writing desk, endures the bureaucratic tedium of signing
     memoranda, transport orders, requisitions.  He comes to Schindler's
     list, initials each page and signs the last with no more interest than
     the others.  He hands the whole stack of paperwork to Marcel Goldberg,
     Personnel Clerk, Executor of Lists, Gangster.


     Goldberg has the signature page of the list in a typewriter.  He
     carefully aligns it and types his own name in a space allowed by the
     bottom margin.


     At a folding table in the middle of the field, Schindler signs his name
     to Reich Main Office directives, Evacuation Board and Department of
     Economy form, Armaments contracts.

     Around him, the new camp is taking shape: Electric fences are going up,
     watchtowers, barracks; shipments of heavy equipment, huge Hilo machines,
     are being off-loaded from flatbed train cars; SS engineers stand around
     frowning at the lay of the land, some drainage problem no doubt.

190. EXT.  DEPOT - PLASZOW - DAY.                      190.

     A train full of people destined for Auschwitz pulls away from the
     platform.  As Goldberg gathers his paperwork, a prisoner approaches him.

               Am I on the list?

               What list is that?

     He knows what the prisoner means and the prisoner knows he knows.  He
     means Schindler's List.

               The good list?  Well, that depends, doesn't it?

     The prisoner knows that, too, and discreetly turns over to Goldberg a
     couple of diamonds from the lining of his coat.


     Names on a notepad, the first few crossed out.  Goldberg types the next
     name onto a page of The List, squeezing it into the upper margin, and
     crosses that one out on the pad.

     He rolls the page down, types another name, tires of the exacting task,
     tears the handwritten page of names from the notepad, crumples it and
     throws it away.

192. EXT.  BRINNLITZ - NIGHT.                          192.

     Schindler, on his way back to his hotel after a night of drinking, is
     jumped by three guys, wrestled to the ground and brutally kicked.

     As the forms of his attackers move away, he catches a glimpse of one of
     them -his "friend" who admired his car when he first arrived back in

193. INT.  MECHANICS GARAGE - PLASZOW - DAY.           193.

     Pfefferberg, his head under the hood of a German staff car, adjusting
     the carburetor.  Goldberg comes in.

               Hey, Poldek, how's it going?
                         (Pfefferberg ignores him)
               You know about the list?  You're on it.

               Of course I'm on it.

               You want to stay on it?  What do you
               got for me?

     Pfefferberg glances up from his work and studies the  blackmailing
     collaborator for a long moment.

               What do I got for you?

               Takes diamonds to stay on this list.

     Pfefferberg suddenly attacks him with the wrench in his hand, beating
     him across the shoulders and head with it.

               I'll kill you, that's what I got for you.

     Goldberg goes down, tries to scramble away on his knees, the blows
     coming down hard on his back.

               All right, all right, all right.

     He makes it outside the garage and runs.

194. EXT.  DEPOT - PLASZOW - DAY.                      194.

     A cattle car is coupled to another, the pin dropped into place.  On the
     platform, clerks at folding tables shuffle paper while others mill
     around with clipboards, calling out names.

     Thousands of prisoners on the platform, some climbing onto strings of
     slatted cars on opposing tracks. Some already in them, most standing in
     lines, changing lines, the end of one virtually indistinguishable from
     the beginning of another.

     Paperwork.  Lists of names.  Pens in hands checking them off.  Some
     bound for Brinnlitz, the rest for Auschwitz, if they can be properly
     sorted from one another.

     A boy is allowed to remain in a line with his father; his mother is
     taken to another line composed of women and girls.  This segregation is
     the only recognizable process going on; the others, if they exist, are
     apparent only to the clerks and guards, and maybe not even to them.  It
     is chaos.

195. EXT.  COUNTRYSIDE - NIGHT.                             195.

     A train snakes across the dark landscape.

196. INT.  CATTLE CAR - MOVING - NIGHT.                196.

     Stern, wedged into a corner of an impossibly crowded car.  This train
     may be headed for Schindler's hometown, but it is no more comfortable
     than the others on their way to Auschwitz-Birkenau.

197. EXT.  CROSSING - POLAND - DAY.                         196.

     The train idles at a crossing in the middle of nowhere.  Moving across
     the faces peering out from between the slats, it becomes apparent there
     are only male prisoners aboard.

     Below, on a dirt road, a lone Polish boy stands watching.  Just before
     an empty train roars past from the other direction obscuring him, his
     hand comes up and across his neck making the gesture of a throat being

197. EXT.  DEPOT - BRINNLITZ - DAY.                         197.

     The train pulls into the small quiet Brinnlitz station.  The doors are
     opened and the prisoners begin climbing down.  At the far end of the
     platform, flanked by several SS guards, stands Schindler.  To his
     customary elegant attire he has added a careless accouterment, a
     Tyrolean hat.

198. EXT.  BRINNLITZ - DAY.                                 198.

     Leading a procession of nine hundred male Jewish "criminals" through the
     center of town, Schindler ignores the angry taunts and denouncements and
     the occasional rock hurled by the good citizens of Brinnlitz lining the


     Under the towering Hilo machines, a meal of soup and bread awaits the
     workers.  As they're sitting down to it, Schindler addresses them -

               You'll be interested to know I received a cable
               this morning from the Personnel Office,
               Plaszow.  The women have left.  They should
               be arriving here sometime tomorrow.

     He sees Stern among the workers, smiles almost imperceptibly, turns and
     walks away.

200. EXT.  RURAL POLAND - DAY.                              200.

     A train backs slowly along the tracks toward an arched gatehouse.  The
     women inside the cattle cars don't need a sign to tell them where they
     are, they've seen this place in nightmares.  Pillars of dark smoke rise
     from the stacks into the sky.

     It's Auschwitz.

201. EXT.  AUSCHWITZ - DAY.                                 201.

     The stunned women climb down from the railcars onto an immense concourse
     bisecting the already infamous camp.  As they're marched across the
     muddy yard by guards carrying truncheons, Mila Pfefferberg stares at the
     place.  It' so big, like a city, only one in which the inhabitants
     reside strictly temporarily.  To Mila, under her breath -

               Where are the clerks?

     So often terrified by the sight of a clerk with a clipboard, it is the
     absence of clerks which unsettles the woman now, as though there remains
     no further reason to record their names.  Mila's eyes return to the
     constant smoke rising beyond the birch trees at the settlement's western

202. INT.  OFFICES - BRINNLITZ FACTORY - DAY.               202.

     Schindler comes out of his office and, passing Stern's desk, mumbles -

               They're in Auschwitz.

     Before Stern can react, Schindler is out the door.


     As he strides across the factory courtyard toward his motorcycle,
     Schindler is intercepted by some Gestapo men who have just emerged from
     their car.

               Your friend Amon Goeth has been arrested.

               I'm sorry to hear that.

               There are some things that are unclear.
               We need to talk.

               I'd love to, it'll have to wait until I
               get back.  I have to leave.

     The looks on their faces tell him he's not going anywhere.

               All right, okay, let's talk.

               In Breslau.

               Breslau?  I can't go to Breslau.  Not now.

     These guys are serious.

204. EXT.  AUSCHWITZ - DAY.                                 204.

     A young silver-haired doctor moves slowly along rows of Schindler's
     women, considering each with a pleasant smile even as he makes his
     selections, with tiny gestures, for the death chambers.  He pauses in
     front of one.

                         YOUNG DOCTOR
               How old are you, Mother?

     She could lie, and he'd have killed her for it.  She could tell the
     truth, and he'd have her killed for that, too.

               Sir, a mistake's been made.  We're not
               supposed to be here, we work for
               Oskar Schindler.  We're Schindler Jews.

     The doctor nods pensively, understandingly, it seems.  Then -

                         YOUNG DOCTOR
               And who on earth is Oskar Schindler?

     He glances around hopelessly.  One of the SS guards who accompanied the
     women from Plaszow speaks up -

                         PLASZOW GUARD
               He had a factory in Cracow.  Enamelware.

     The doctor nods again as if the information were valuable, as if it
     meant something to him.  It doesn't.

                         YOUNG DOCTOR
               A potmaker?

     He smiles to himself and gets on with the "examination," this woman to
     this line, this other one to that.

205. INT.  CELL - SS PRISON, BRESLAU - DAY.                 205.

     In a dank cell, in uniform, Amon Goeth waits.  Schindler is on his way,
     hopefully.  Maybe he's already here.  Schindler will vouch for him.
     Schindler will straighten this out.

206. INT.  SS PRISON, BRESLAU - DAY.                        206.

     In a large room, Schindler sits before a panel of twelve sober Bureau V
     investigators and a judge of the SS court.

               Everything you say will be held in
               confidence.  You are not under investigation.
               You are not under investigation.  Mr. Goeth is.
               He is being held on charges of embezzlement
               and racketeering.  You're here at his request
               to corroborate his denials.  Our information
               onto his financial speculations comes from
               many sources.  On his behalf there is only you.
               We know you are close friends.  We know
               this is hard for you.  But we must ask you -

               He stole our country blind.

207. INT.  BRINNLITZ FACTORY - DAY.                         207.

     In Schindler's absence, the workers attempt to operate the unfamiliar
     machines, to figure out the unfamiliar process of manufacturing
     artillery shells.  There's movement, there's noise, the machines are
     running, but little is being produced.

     Untersturmfuhrer Jose Liepold, the Commandant of Schindler's new
     subcamp, moves through the factory conducting an impromptu inspection.
     He points out to a guard a kid no more nine, sorting casings at a work
     table, and another boy, ten or eleven, carrying a box.

208. EXT.  BARRACKS - AUSCHWITZ - NIGHT.                    208.

     Mila and another woman cross back toward their barracks carrying a large
     heavy pot of broth.  Not more than a hundred meters away stand the birch
     trees and crematoria, the smoke pluming even now, at night.

     Out of the darkness appear "apparitions," skeletal figures which
     surround the two women, or rather the soup pot between them, dipping
     little metal cups into it, over and over.

     Too startled to speak, Mila can only stare.  The apparitions clamor
     around the pot a moment more, than furtively slip back into the same
     darkness from which they came.  Mila and the other woman exchange a
     glance.  The pot is empty.

               Where's Schindler now?

209. INT.  HOSS' HOUSE - AUSCHWITZ - NIGHT.            209.

     In his en, over cognac, Auschwitz Commandant Rudolf Hoss considers the
     documents Schindler has brought: the list, the travel papers, the
     Evacuation Board authorization.  Hoss nods at them, then at Schindler.

               You're right, a clerical error has bee made.
               Let me offer you this in apology for the
               inconvenience.  I have a shipment coming in
               tomorrow, I'll cut you three hundred from it.
               New ones.  These are fresh.

     Schindler seems to think about the offer as he nurses his drink.  It's

               The train comes, we turn it around, it's yours.

               I appreciate it.  I want these.

     The ones on the list in Hoss' hand.  Silence.  Then:

               You shouldn't get stuck on names.

     Why, because you get to know them?  Because you begin to see them as
     human beings?  Schindler suddenly has the awful feeling that the women
     are already dead.  Hoss misinterprets the look.

               That's right, it creates a lot of paperwork.

210. EXT.  CONCOURSE - AUSCHWITZ - DAY.                210.

     A large assembly of women.  Guards calling out names from a list.  As
     each woman steps out of line, a guard unceremoniously brushes a swathe
     of red paint across her clothes.  New columns are formed.

211. EXT.  TRAIN YARD - AUSCHWITZ - DAY.                    211.

     Schindler, standing at the end of the platform stone-faced, watches the
     women whose names he is "stuck on," whose clothes are slashed with red
     paint, climbing onto the cattle cars.

     As the cars fill, a train on another track arrives.  The "fresh" ones
     Schindler turned down.  As the gates are closed on the women's cars, the
     gates of the others are opened and the people spill out.

     A horrified cry suddenly breaks through the noise of the engines.  One
     of Schindler's women, locked in, has seen her son among those coming
     down off the train on the opposing track.

     Another cry erupts, and another, another, as the women spot their
     children, confiscated from the Brinnlitz factory, brought here.

     Schindler becomes aware of what's happening and, passing over other
     children, tries to corral these particular boys, many of whom have
     noticed their mothers now and are echoing their tortured cries with
     their own.

     Schindler manages to gather them together, the fifteen or twenty boys,
     and, in the middle of the crowded platform, appears to a guard:

               These are mine.  They're on the list.
               These are my workers.  They should be
               on the train.

     He points across to the women's train, then down to the boys.

               They're skilled munition workers.
               They're essential.

     The guard glances from the frantic gentleman to the anxious brook around
     him.  These are essential workers?

               They're boys.


     Schindler is nodding his head, trying to think.  The women are shrieking
     their sons' names.  The guard, who heard it all, every excuse
     imaginable, is just turning away when Schindler thrusts his smallest
     finger at him.

               Their fingers.  They polish the insides of
               shell casings.  How else do you expect me to
               polish the inside of a 45 millimeter shell casing?

     The guard stares at him dumbly.  This he hasn't heard.

213. EXT.  BRINNLITZ CAMP - DAY.                            213.

     Like a mirage in the distance they appear - the women, the children,
     guards, Schindler, marching across a field toward the factory.

     At the perimeter of the camp, at the wire, the men watch the approaching
     procession.  It appears to them that the women are covered in blood - or
     - could it be paint?  They're walking, they're fine, some are even

     Liepold isn't smiling.  Neither is Schindler; at least not on the

214. INT.  BRINNLITZ FACTORY - DAY.                         214.

     The machines are silent, the people are not.  Women are in their
     husbands' arms, sons in their fathers'.  There's food on the tables but
     it's largely ignored, the reunion taking precedence.

215. INT.  SS MESS HALL - SAME TIME - DAY.                  215.

     Schindler stands before the assembled camp guards.  They are seated at
     the long tables, their food getting cold, waiting for him to say
     whatever it is he has to say.

               Under Department W provisions, it is unlawful
               to kill a worker without just cause.  Under the
               Businesses Compensation Fund I am entitled to
               file damage claims for such deaths.  If you shoot
               without thinking, you go to prison and I get paid,
               that's how it works.  So there will be no summary
               executions here.  There will be no interference
               of any kind with production.  In hopes of
               ensuring that, guards will no longer be allowed
               on the factory floor without my authorization.

     His eyes meet Liepold's, hold his icy stare, then return to the guards,
     most of whom look like tired middle-aged reservists.

               For your cooperation, you have my gratitude.

     As he steps away he gestures to some kitchen workers.  They tear open
     cases of schnapps and begin setting the bottles out on the tables.

216. INT.  BRINNLITZ FACTORY - DAY.                         216.

     Schindler strolls through his factory looking over the shoulders of the
     workers, nodding his approval.  The place is in full operation, finally;
     the people, having figured out the complicated Hilos, turning out shells
     by the caseload.  Schindler pauses at one of the machines.

               How's it going?

               Good.  It's taken a while to calibrate the
               machines, but it's going good now.


     Schindler nods.  Then frowns.  He leans down and taps at the crystal of
     one of the gauges.

               This isn't right, is it?

     The worker kneels down, takes a look.  It looks right to him.  Reaching
     over, Schindler changes the calibration of the machine with an cavalier
     adjustment to a knob - and all the gauge readings shift.

               There.  That looks right.

     He wanders off.  The worker stares after him.  He's just screwed up
     settings that took weeks to get right.

     Schindler comes up to another worker, Levartov, the hinge-maker.  He's
     at a machine buffing shells.

               How's it going, Rabbi?

               Good, sir.

     Schindler nods, watches him work, eventually glances away.

               Sun's going down.

     Levartov, following Schindler's gaze, nods uncertainly.

               It is Friday, isn't it?

               Is it?

               You should be preparing for the Sabbath,
               shouldn't you?  What are you doing here?

     Levartov just stares.  It's been years since he's been allowed, indeed
     inclined, to perform Sabbath rites.

               I've got some wine in my office.  Why don't we
               go over there, I'll give it to you.  Come on, let's go.

     Schindler heads off.  The rabbi keeps staring.  Schindler gestures back
     to him, offering casually -

               Come on.

     Levartov looks around.  Finally, he hangs up his goggles and follows
     after Schindler.

217. INT.  WORKERS BARRACKS - NIGHT.                   217.

     Under the shadow of a watchtower, among the roof-high tiers of bunks
     strung with laundry, Levartov recites Kiddush over a cup of wine to
     workers gathered around him.

218. INT.  GUARDS BARRACKS - NIGHT.                         218.

     On their bunks, the guards relax with schnapps, cards and magazines.
     One of them becomes distracted by a distant sound.  Some of the others
     begin to hear it.

               What is that?

     Conversations cease.  The barracks gradually becomes quiet, silent, all
     the guards straining to hear.  It sounds like . singing.  It sounds like
     Yiddish singing.

219. EXT.  BRINNLITZ CAMP - SAME TIME - NIGHT.         219.

     On a watchtower, a night sentry, unsure where it's coming from, listens
     to the distant singing.  It seems like it's emanating from the
     surrounding hills, from the trees.

220. INT.  LIEPOLD'S QUARTERS - SAME TIME - NIGHT.          220.

     At his small desk, Liepold is typing a letter, denouncing Schindler most
     likely.  The pounding keys bury all other sounds but when he pauses to
     reread what he's typed, he hears it, the singing, faint, far away.  He
     goes to his window, peers out, listens for a moment more, then hears
     nothing.  Only the night creatures.


     The door to an apartment opens from the inside revealing Emilie
     Schindler.  She cooly considers the visitor on her doorstep, her
     estranged husband, looking great as usual, bottle of win in his hand,
     smiling as if nothing is wrong between them, as if nothing is wrong in
     the entire world.

222. INT.  EMILIE'S APARTMENT - NIGHT.                 222.

     The two of them at the kitchen table in a modest apartment, drinking, at
     least he is.  He's trying to ask her something, but he's not sure how to
     put it, he wants to get it right.  Finally the words just tumble out -

               I want you to come work for me.

     There, he's said it.  But the bewildered look on Emilie's face wonders,
     That's what was hard for you to say?

               You don't have to live with me,
               I wouldn't ask that.
               It's a nice place.  You'd like it.
               It looks awful.  You get used to that.

     She's the only woman he's even known who could make him nervous just
     sitting across a table from him, saying nothing.

               All right -
                         (now he'll be honest)
               We can spend time together that way.
               We can see each other, see how it goes -
               without the strain of - whatever you want
               to call it when a man, a husband and a wife
               go out to dinner, go have a drink, go to a
               party, you know.  This way we'll see each
               other at work, there we are, same place,
               we see how it goes.

     His voice trails off.  A shrug adds, What do you think?  She doesn't
     answer, but she does love him.  He loves her, too.  It really is a shame
     they're not right for each other and never will be.

223. INT.  OFFICES - BRINNLITZ FACTORY - DAY.               223.

     Stern glances up from his work; Schindler and Emilie have come in and
     are walking toward the accountant's desk.  He gets up.

               Itzhak Stern, Emilie Schindler.  My wife.

     Like the doormen and waiters of Cracow, Stern too never imagined
     Schindler was married and has trouble hiding his astonishment now.  He
     extends his hand to her.

               How do you do?

               How do you do?

               Stern is my accountant and friend.

     It sounds strange to Stern hearing Schindler actually say it.  He's
     never said it before.

               Emilie's offered to work in the clinic.
               To . work there.

     He's not sure what she's going to do there, she's not a nurse or a

                         (to her)
               That's very generous of you.


     Schindler nods, looks around, shrugs, offers his arm to his wife,
     perhaps to take her on a tour of the place.

               It was a pleasure meeting you.

               Pleasure meeting you.

     The Schindlers leave.  Stern sits back down at his desk and smiles.
     he's never seen Schindler so uncomfortable.


     Schindler comes in carrying a radio.  He sets it down on a bench where
     Pfefferberg's working on the frame of a machine motor with a blow torch.

               Can you fix it?

     The radio.

               What's wrong with it?

               How should I know?  It's broken.
               See what you can do.

     He leaves.  Pfefferberg plugs it into an outlet and switches it on.  It
     works perfectly.  A waltz.

225. INT.  BARRACKS - BRINNLITZ CAMP - NIGHT.               225.

     In a male barracks, a group of workers including Pfefferberg huddle in a
     corner around the radio, straining to hear through heavy static a
     broadcast by the BBC, the Voice of London, a sketchy report of an
     Eastern offensive by Allied Russian forces.

226. INT.  CLINIC - BRINNLITZ CAMP - DAY.                   226.

     As a camp doctor attends to sufferers of dysentery, Schindler and Emilie
     sort pairs of prescription glasses from a parcel, shipped from Cracow.
     Stern comes in.

               We need to talk.


     Schindler sifts through the glasses still in the box, comes up with a
     particular pair and holds them proudly.  Not quite sure what he's seeing
     is real -

               They arrived.

               They arrived, can you believe it?

     Stern allows himself a smile, a rare thing for him.  Schindler carefully
     slips the new glasses onto the accountant's face.  He looks around the
     clinic, Stern, eventually settling on Emilie, crystal clear, standing
     near a picture on the wall which, in other circumstances, he'd find less
     than reassuring: Jesus, his heart exposed and in flames.

227. INT.  CLINIC - LATER - DAY.                            227.

     In a quiet corner of the clinic, Schindler concentrates on the
     disquieting news Stern has brought him:

               We've received a complaint from the
               Armaments Board.  A very angry complaint.
               The artillery shells, the tank shells,
               rocket casings - apparently all of them -
               have failed quality-control tests.

     Schindler nods soberly.  Then dismisses the problem with a shrug.

               Well, that's to be expected.  They have to
               understand.  These are start-up problems.
               This isn't pots and pans, this is a precise
               business.  I'll write them a letter.

               They're withholding payment.

               Well, sure.  So would I.  So would you.
               I wouldn't worry about it.  We'll get it
               right one of these days.

     But Stern is worried about it.

               There's a rumor you've been going around
               miscalibrating the machines.
                         (Schindler doesn't deny it)
               I don't think that's a good idea.


     Stern slowly shakes his head 'no.'

               They could close us down.

     Schindler eventually nods, in agreement it seems.

               All right.  Call around, find out where
               we can buy shells and buy them.  We'll
               pass them off as ours.

     Stern's not sure he sees the logic.  Whether the shells are manufactures
     here or elsewhere, they'll still eventually reach their intended
     destination, into the hearts and heads of Germany's enemies.

               I know what you're saying, but I don't
               see the difference.

               You don't?  I do.  I see a difference.

               You'll lose money.

     That's one difference.

               Fewer shells will be made.

     That's another difference.  The main one.  The only one Schindler cares
     about.  Silence.  Then:

               Stern, if this factory ever produces a shell
               that can actually be fired . I'll be very unhappy.

228. INT.  BRINNLITZ FACTORY - DAY.                         228.

     A nineteen year old boy with his hands in the air stands terrified
     before Commandant Liepold and the revolver he wields.  Workers, trying
     to reduce the likelihood of getting hit by a stray bullet when Liepold
     fires on the boy - which seems a certainty - scramble out of the way.

                         SCHINDLER (O.S.)

     Liepold swings the gun around at the voice, pointing it for a moment at
     Schindler, who is striding toward him, then aims the barrel back at the
     boy's head, and yells -

               Department W does not forbid my presence
               on the factory floor.  That is a lie.

     He waves a document at Schindler, throws it at him.  Schindler doesn't
     bother picking it up.  Instead, pointing at the boy, he yells to Liepold

               Shoot him.  Shoot him!

     Liepold is so startled by the command, he doesn't shoot.  He doesn't
     lower the gun, though, either.

               Shoot him without a hearing.  Come on.

     His finger is on the trigger, Liepold is torn, frustrated, hating the
     situation he has created.  As the moments without a blast stretch out,
     both and Schindler begin t settle down.

               He sabotaged the machine.

     Schindler glances to the boy.  Then at the silent Hilo beside him.  Part
     of it is blackened from an electrical fire.  To the boy, concerned -

               The machine's broken?

     The boy, too terrified to speak,nods.

               The prisoner is under the jurisdiction of
               Section D.  I'll preside over the hearing.

               But the machine.

     Liepold glances to him.  He seems almost distraught by the destruction
     of the machine, Schindler.

               The machine is under the authorization of
               the Armaments Inspectorate.  I will preside
               over the hearing.

     Liepold isn't sure that's correct, but he has no documentation, at least
     not on him, to refute it.

229. INT.  FACTORY - NIGHT.                                 229.

     In the machine-tool section, a "judicial table" has been set up.  At it
     sit Schindler, Liepold, two other SS officers, and an attractive German
     girl, a stenographer.  The "saboteur," the boy, Janek, stands before the

               I'm unfamiliar with the Hilo machines.
               I don't know why I was assigned there.
               Commandant Liepold was watching me
               trying to figure it out.  I switched it on
               and it blew up.  I didn't do anything.
               All I did was turn it on.

     Gone tonight is Schindler's usual shop-floor familiarity.  He studies
     the boy solemn-faced.

               If you're not skilled at armaments work,
               you shouldn't be here.

               I'm a lathe operator.

     Schindler dismisses the defensive comment with a wave of his hand and
     gets up.  He comes around and paces slowly before the boy.  Eventually,
     Janek dares to speak again -


     Schindler glances up at him distractedly.

               I did adjust the pressure controls.

     Schindler stops, looks to the panel, and back to the boy.


               I know that much about them.  Somebody
               had set the pressure controls wrong.  I had
               to adjust -

     Schindler slams the back of his hand so hard across Janek's face, the
     boy almost falls.  He's stunned.  So are the others at the table.
     They've never seen such violence from the Direktor.  He roars -

               The stupidity of these people.  I wish they
               were capable of sabotaging a machine.

     Schindler's hand comes up again and Janek recoils, expecting another
     blow.  Schindler manages to hold it.

               Get him out of my sight.

     A guard escorts the prisoner away.  The panel members glance among
     themselves.  Is that it?  Schindler faces them and groans in dismay.

230. INT.  LIEPOLD'S QUARTERS - NIGHT.                 230.

     Liepold at his desk, typing again.  This time there is no doubt he is
     composing a letter denouncing Schindler.

231. INT.  HOUSE - BRINNLITZ - NIGHT.                       231.

     Schindler and Emilie, her arm in his, stand around like unwanted guests
     at the party.  They probably are.  Him anyway.  The other guests include
     local politicians who fought and failed to keep his camp out of
     Brinnlitz.  Whenever his glance meets one of theirs, they smile tightly.

                         (to Emilie)
               Isn't this nice.

     It's not at all nice.  He feels out of place, a feeling he's not
     accustomed to.  Fortunately, a man in uniform, someone Schindler can
     relate to, approaches cheerfully, his hand outstretched.

               Oskar, good of you to come.

               Are you kidding, I never miss a party.
               Police Chief Rasch, my wife Emilie.

               How do you do?

               You have a lovely home.

     It is nice.  Big.  The man lives well.

               Thank you.

               I need a drink.

               Oh, God, you don't have a drink?

                         (to Emilie)

     She nods.  Schindler goes off in search of the bartender.  Rasch watches
     after him.

               Your husband's a very generous man.

               He's always been.

232. INT.  RASCH'S STUDY - LATER - NIGHT.                   232.

     Rasch and Schindler sharing cognac in the privacy of the Police Chief''s
     study.  Beyond the closed doors, the party continues, the sounds
     filtering in.

               I need guns.

     Rasch calmly nurses his drink, his eyes revealing nothing of what's
     going on behind them, except that the statement requires some

               One of these days the Russians are going to
               show up unannounced at my gate.  I'd like the
               chance to defend myself.  I'd like my wife
               to have that chance.  My civilian engineers.
               My secretary.

                         (pause; then, philosophically)
               We're losing the war, aren't we.

               It kind of looks that way.


               Pistols, rifles, carbines .
                         (long pause)
               I'd be grateful.

     Rasch smiles faintly.  Yes, he's familiar, as are officials throughout
     much of Europe, with the gratitude of Oskar Schindler.


     Poldek Pfefferberg holds up a pistol, feels its weight, points it.


     Pfefferberg smiles, lowers the gun, kneels beside an open crate of
     weapons: a couple of revolvers and rifles, an old carbine.

234. INT.  FACTORY - DAY.                                   234.

     From high above the factory, Stern can be seen among the machines
     talking with a worker.  The man points up and returns to his work.

     Stern stares up, puzzled.  He locates a ladder that connects the shop-
     floor to a series of overhead planks and, with trepidation, climbs.

     He reaches a shaky landing high above the machines, navigates the
     primitive catwalks with great care, comes to a large water tank near the
     workshop ceiling.


     Above the rim of the tank, amid rising steam, Schindler's head appears.
     Then disappears.  Stern climbs a set of rungs on the tank, reaches the
     top and finds inside, lolling in the steaming water, Schindler and the
     blonde stenographer from the trial.

               Excuse me.

     Neither Schindler nor the blonde seems the least bit embarrassed.  Only
     Stern.  He tries hard to pretend the girl isn't there, but he just

               I'll talk to you later.

               No, no, what, what is it?

     Schindler floats over closer to him, waits for him to report whatever it
     is he has come to report, leans closer.  Finally, quietly -

               Do you have any money I don't know about?
               Hidden away someplace?

     Schindler thinks long and hard .


     Silence except for the gently lapping water.  Half-joking -

               Why, am I broke?

     Stern glances away, doesn't answer, just stares off.  And a slight,
     slight smile, a gambler's philosophical smile upon being purged of his
     wealth, appears on Schindler's face.

235. EXT.  RURAL BRINNLITZ - DAY.                      235.

     In the distance, a lone boxcar, stark against the winter landscape.
     There are patches of snow on the ground.  A cold wind blows through bare

                         SCHINDLER (V.O.)


     Tight on Poldek Pfefferberg's eyes behind a welder's mask.  He turns
     from his work to the voice, welding torch in his hand.

237. EXT.  RURAL BRINNLITZ - DAY.                      237.

     The torch firing at ice as hard as metal, blue flame, white steam.
     Pfefferberg's eyes behind the mask again, concentrating.

     Around the abandoned boxcar, in the gruesome cold, stand Schindler,
     Emilie, a doctor, some workers and some SS guards, watching, waiting.

     Pfefferberg steps back.  Sledge hammers pound at locks.  Hands pull at
     levers.  The doors begin to slide.

     Out of darkness, from inside the boxcar as the doors slide open,
     Schindler's face is revealed, tight.  He stares for an interminable
     moment before walking slowly away.

     Inside the boxcar is a tangle of limbs, a pyramid of corpses, frozen

     From a distance, a tableau: the boxcar, the workers and guards and
     Emilie outside it, Schindler, off to himself several steps away, all of
     them still as statues.


     Beyond a country church, among the stone markers of a small cemetery,
     walk Schindler and a priest.

               It's been suggested I cremate them in my
               furnaces.  As a Catholic I will not.  As a
               human being I will not.

     The priest nods; he seems relatively empathic.  He offers an alternative

               There's an area beyond the church reserved
               for the burial of suicides.  Maybe I can convince
               the parish council to allow them to be
               buried there.

               These aren't suicides.

     The priest knows that.  But he also knows that the provisions of Canon
     Law regarding who can and cannot be buried in consecrated ground are

               These are victims of a great murder.

239. INT.  BRINNLITZ FACTORY - DAY.                         239.

     In a corner of the factory, workers hammer at pine lumber.  They are
     building coffins.

240. EXT.  BRINNLITZ FACTORY - DAY.                         240.

     As workers harness horses to carts, others hoist the coffins into them.
     Schindler is there, watching.  He glances up at one of the guard towers,
     expecting, perhaps, to be felled by a bullet.

241. EXT.  BRINNLITZ FACTORY - DAY.                         241.

     Beyond the wire, Rabbi Levartov leads the horse-drawn carts.  Around him
     walk a minyan - a quorum of ten males necessary for the rite.  A few
     guards lag behind.


     Work continues, but it's apparent in their eyes they are only physically
     here; in spirit they are all walking alongside the carts, one great
     moral force.

     The roar of a machine suddenly, inexplicably, dies.  Then another.  And
     another.  Schindler, standing at the main power panel, pulls the last of
     the switches, and the factory plunges into absolute silence.

243. EXT.  CATHOLIC CEMETERY - DAY.                         243.

     Just beyond the perimeter of the Catholic cemetery, the minyan quickly
     and quietly recites Kaddish over the dead as their coffins are lowered
     into individual graves.

     Then, there is only a low breathing of wind.

244. EXT.  BRINNLITZ CAMP - ANOTHER DAY.               244.

     Amon Goeth, in civilian clothes, emerges from a car.  His eyes, sallow
     from inadequate sleep, sweep across the fortified compound with envy.
     It's a nice place Oskar's got here.

245. INT.  OFFICE - BRINNLITZ FACTORY -                245.

     Stern, at a window, stares down at Goeth beside his car.  Softly,
     gravely -

               What's he doing here?

     Schindler appears beside Stern, glances down.  he's lost weight, Goeth.
     The old suit he wears seems too big for him.  Alone down there he seems

               Probably looking for a handout.

246. INT.  BRINNLITZ FACTORY - DAY.                         246.

     Workers glance up at a horrible apparition from the pit of their foulest
     dreams - Amon Goeth crossing through the factory.

     Schindler, his arm around the killer's shoulder as if he were a long
     lost brother, leads him across the shop-floor, proudly pointing out to
     him the huge thundering Hilo machines.

247. INT.  OFFICES, BRINNLITZ FACTORY - DAY.           247.

     Schindler takes an old suitcase from his office closet, sets it on his
     desk, snaps it open revealing clothes, Goeth's uniforms, his medals.
     The ex-Oberstrumfuhrer touches the fabric gently, then glances up
     gratefully to his friend.

               Thank you.


     Beyond the frosted glass of Schindler's office door, Stern can see the
     wavering forms of the two Nazi Party members sharing cognac and stories.

249. INT.  BRINNLITZ FACTORY - DAY.                         249.

     Warmed by cognac and friendship, Goeth comes through the factory again
     carrying the suitcase, Schindler at his side, steering him to some

     Goeth's hand comes up to his cheek as if to brush away a bothersome fly.
     But it isn't a fly.  One of the workers has spit on him.  He turns in

     Silence as his hand drops to his side, to the holster he forgets isn't
     there.  he glances around for SS guards . who aren't there.  He looks to
     Schindler, thoroughly confused, and whispers -

               Where are the guards?

               The guards aren't allowed on the factory floor.
               They make my workers nervous.

     Goeth stares at him bewildered.  Then again at the worker who spit.
     Then at other workers, the resolve in their eyes.  They know he has no
     power here, and sense he has no power anywhere.  His own eyes drift to a
     woman with yarn in her lap, knitting needles in her hands.  Is this a

               I'll discipline him later.

     Schindler good-naturedly throws an arm around Goeth's shoulder and leads
     him away.  The workers watch as the two Germans disappear out the
     factory doors.

250. INT.  GUARDS' BARRACKS - EVENING.                 250.

     A guard slowly turns the dial of a radio, finding and losing in static
     several different voices in several languages, none of them lasting more
     than a moment.

     Depression hangs over the barracks.  Most of the guards are straining to
     hear the news they've been fearing for some time now, some on their
     bunks just staring, one at a window peering out at the black face of a
     forest as if expecting, at any moment, to see Russian or American troops


     Another radio.  Workers, like the guards, straining to hear.  The dial
     finds, faint, mired in static, the idiosyncratic voice of Winston


     Schindler on Liepold's doorstep.  The two men considering each other
     across the threshold.  Radio static filters out from Liepold's room.
     The word "Eisenhower" cuts through before the speaker's voice is buried

               It's time the guards came into the factory.

     He turns and walks away.

253. INT.  BRINNLITZ FACTORY - NIGHT.                  253.

     All twelve hundred workers and all the guards are gathered for the first
     time on the factory floor.  Tension and uncertainty surround them.  It's
     ominously quiet.  Then -

               The unconditional surrender of Germany
               has just been announced.  At midnight
               tonight the war is over.

     It is not his intention to elicit celebration.  Indeed, his words,
     echoing and fading in the factory, echo the doubts they all feel.

               Tomorrow, you'll begin the process of looking
               for survivors of your families.  In many cases
               you won't find them.  After six long years of
               murder, victims are being mourned throughout
               the world.

     Not by Untersturmfuhrer Liepold.  He stands with his men, dying to lift
     his rifle and fire.

               We've survived.  Some of you have come up
               to me and thanked me.  Thank yourselves.
               Thank your fearless Stern, and others among
               you, who, worrying about you, have faced
               death every moment.
                         (glancing away)
               Thank you.

     He's looking at the guards, thanking them, which thoroughly confuses the
     workers.  Just when they thought they knew where his sentiments lay,
     he's thanking guards.

               You've shown extraordinary discipline.
               You've behaved humanely here.  You
               should be proud.

     Or is he attempting to adjust reality, to destroy the SS as combatants,
     to alter the self-image of both the guards and the prisoners?  Moving
     across the SS men's faces, they remain inscrutable.  Schindler turns his
     attention back to the workers, and, not at all like a confession, but
     rather like simple statements of fact:

               I'm a member of the Nazi party.  I'm a
               munitions manufacturer.  I'm a profiteer
               of slave labor, I'm a criminal.  At midnight,
               you will be free and I will be hunted.
               I'll remain with you until five minutes
               after midnight.  After which time, and
               I hope you'll forgive me, I have to flee.

     That worries the workers.  Whenever he leaves, something terrible always
     seems to happen.

               In memory of the countless victims
               among your people, I ask us to observe
               three minutes of silence.

     In the quite, in the silence, drifting slowly across the faces of the
     workers - the elderly, the lame, teenagers, wives beside husbands,
     children beside their parents, families together - it becomes clear, if
     it wasn't before, that both as a prison and a manufacturing enterprise,
     the Brinnlitz camp has been one long sustained confidence game.

     Schindler has never stood still so long in his life.  He does now,
     though, framed by his giant Hilo machines, silent at the close of the
     noisiest of wars, his head bowed, mourning the many dead.

     When he finally does look up he sees that he is the last to do so.  The
     faces, few of which he recognizes, are all looking at him.  He turns to
     speak to the guards along the wall again.

               I know you've received orders from our
               Commandant - which he has received
               from his superiors - to dispose of the
               population of this camp.

     Apprehension spreads across the factory like a wave.  Pfefferberg
     tightens his grip on the pistol under his coat.  His ragtag irregulars
     do the same, the rest of their ersatz "arsenal" concealed behind a
     machine. To the guards:

               Now would be the time to do it.  They're
               all here.  This is your opportunity.

     The guards hold their weapons, as they have from the moment they arrived
     here tonight, at attention, waiting it seems, to be given the official
     order from their Commander, Liepold, who appears ready to give it.

               Or .
                         (he shrugs)
               . you could leave.  And return to your
               families as men instead of murderers.

     Long, long silence.  Finally, one of the guards slowly lowers his rifle,
     breaks ranks and walks away.  Then another.  And another.  And another.

     When the last is gone, the workers consider Liepold.  He appears more an
     oddity than a threat.  He is more an oddity than a threat.  And he knows
     it. He turns and leaves.

254. EXT.  BRINNLITZ CAMP - NIGHT.                     254.

     A watchtower.  Abandoned.  The perimeter wire.  No sentries.  The guard
     barracks.  Deserted.  The SS is long gone.


     Schindler and Emilie emerge from his quarters, each carrying a small
     suitcase.  In the dark, some distance away from his Mercedes, stand all
     twelve hundred workers.  As Schindler and his wife cross the courtyard
     to the car, Stern and Levartov approach.  The rabbi hands him some

               We've written a letter trying to explain
               things.  In case you're captured.  Every
               workers has signed it.

     Schindler sees a list of signatures beginning below the typewritten text
     and continuing for several pages.  He pockets it, this new list of

               Thank you.

     Stern steps forward and places a ring in Schindler's hand.  It's a gold
     band, like a wedding ring.  Schindler notices an inscription inside it.

               It's Hebrew.  It says, 'Whoever saves
               one life, saves the world.'

     Schindler slips the ring onto a finger, admires it a moment, nods his
     thanks, then seems to withdraw.

                         (to himself)
               I could've got more out .

     Stern isn't sure he heard right.  Schindler steps away from him, from
     his wife, from the car, from the workers.

                         (to himself)
               I could've got more . if I'd just . I don't
               know, if I'd just . I could've got more.

               Oskar, there are twelve hundred people who
               are alive because of you.  Look at them.

     He can't.

               If I'd made more money .I threw away
               so much money, you have no idea.
               If I'd just .

               There will be generations because of
               what you did.

               I didn't do enough.

               You did so much.

     Schindler starts to lose it, the tears coming.  Stern, too.  The look on
     Schindler's face as his eyes sweep across the faces of the workers is
     one of apology, begging them to forgive him for not doing more.

               This car.  Goeth would've bought this car.
               Why did I keep the car?  Ten people,
               right there, ten more I could've got.
                         (looking around)
               This pin -

     He rips the elaborate Hakenkreus, the swastika, from his lapel and holds
     it out to Stern pathetically.
               Two people.  This is gold.  Two more people.
               He would've given me two for it.  At least one.
               He would've given me one.  One more.  One
               more person.  A person, Stern.  For this.
               One more.  I could've gotten one more person
               I didn't.

     He completely breaks down, weeping convulsively, the emotion he's been
     holding in for years spilling out, the guilt consuming him.

               They killed so many people .
                         (Stern, weeping too,
                         embraces him)
               They killed so many people .

     From above, from a watchtower, Stern can be seen down below, trying to
     comfort Schindler.  Eventually, they separate, and Schindler and Emilie
     climb into the Mercedes.  It slowly pulls out through the gates of the
     camp.  And drives away.

256. EXT.  BRINNLITZ - NIGHT.                          256.

     A panzer emerges from the treeline well beyond the wire of the camp and
     just sits there growling like a beast.  Suddenly it fires a shell at
     nothing in particular, at the night - an exhibition of random spite -
     then turns around and rolls back into the forest.

257. EXT.  BRINNLITZ CAMP - SAME TIME - NIGHT.         257.

     From a watchtower, a couple of workers, having witnessed the tank's
     display of impotent might, can make little sense of it.  Below, many of
     the workers mill around the yard, waiting to be liberated.  No one seems
     to know what else to do.

258. EXT.  BRINNLITZ - DAY.                                 258.

     Some Czech partisans emerge from the forest.  They come down the hill
     and casually approach the camp.  Reaching the wire, they're met by
     Pfefferberg and some other workers, rifles slung over their shoulders.
     Through the fence -

               It's all over.

               We know.

               So what are you doing?  You're free to go home.

               When the Russians arrive.  Until then
               we're staying here.

     The partisan shrugs, Suit yourself, and wanders back toward the trees
     with his friends.

259. EXT.  BRINNLITZ CAMP - NIGHT.                     259.

     Five headlights appear out of the night, five motorcycles marked with
     the SS Death's-head insignia.  They turn onto the road leading to the
     camp gate and park, the riders shutting off the engines.

                         SS NCO

     Shapes materialize out of the darkness within the camp.  Several armed
     and dangerous Jews.

260. EXT.  BRINNLITZ CAMP - LATER - NIGHT.             260.

     As the cyclists fill their tanks with gasoline borrowed from the camp,
     the workers keep their rifles pointed at them.  The NCO in charge lines
     the gas cans neatly back up against the wire.

                         NCO IN CHARGE
               Thank you very much.

     He climbs onto his motorcycle.  The others climb onto theirs.  And drive

261. EXT.  BRINNLITZ CAMP - DAWN.                      261.

     A lone Russian officer on horseback, tattered coat, rope for reins,
     emerges from the forest.  As he draws nearer, it becomes apparent to the
     workers assembling on the camp yard, that the horse is a mere pony, the
     Russian's feet in stirrups nearly touching the ground beneath the
     animal's skinny abdomen.

     He reaches the camp, climbs easily down from the horse and, in a loud
     voice, addresses the hundreds of workers standing at the fence:

               You have been liberated by the Soviet Army.

     This is it?  This one man?  The workers wait for him to say more.  He
     waits for them to move, to leave, to go home.  Finally -

               What's wrong?

     A few of the workers come out from behind the fence to talk with him.

               Have you been in Poland?

               I just came from Poland.

               Are there any Jews left?

     The Russian has to think.  Eventually he shrugs, 'no,' not that he saw,
     and climbs back onto his pony to leave.

               Where should we go?

               I don't know.  Don't go east, that's for sure,
               they hate you there.
               I wouldn't go west either if I were you.

     He shrugs and gives his little horse a kick in the ribs.

               We could use some food.

     The Russian looks confused, glances off.  The quiet hamlet of Brinnlitz
     sits there against the mountains not half a mile away.

               Isn't that a town over there?

     Of course it is.  But the idea that they could simply walk over there is
     completely foreign to them.  The Russian rides away.

262. EXT.  BRINNLITZ - DAY.                                 262.

     All twelve hundred of them, a great moving crowd coming forward, crosses
     the land laying between the camp, behind them,, and the town, in front
     of them.

     Tight on the FACE of one of the MEN.

     Tight on TYPEWRITER KEYS rapping his NAME.

     Tight on A PEN scratching out the words, "METAL POLISHER" on a form.

     Tight on the KEYS typing, "TEACHER."

     Tight on his FACE in the crowd.

     Tight on the face of a woman in the moving crowd.  The keys typing her
     name.  The pen scratching out "LATE OPERATOR."  The keys typing
     "PHYSICIAN."  Tight on her face.

     Tight on a man's face.  His name.  Pen scratching out "ELECTRICIAN."
     Keys typing "MUSICIAN."  His face.

     A woman's face.  Name.  Pen scratching out "MACHINIST."  Keys typing
     "MERCHANT."  Face.

     "CARPENTER."  Face.  "SECRETARY."  Face.  "DRAFTSMAN."  Face.
     "PAINTER."  Face.  "JOURNALIST."  Face.  "NURSE."  Face.  "JUDGE."
     Face.  Face.  Face.  Face.


263. EXT.  FRANKFURT - DUSK (1955).                         263.

     A street of apartment buildings in a working class neighborhood of the

264. INT.  APARTMENT BUILDING - DUSK.                  264.

     The door to a modest apartment opens revealing Oskar Schindler.  The
     elegant clothes are gone but the familiar smile remains.

               Hey, how you doing?

     It's Poldek Pfefferberg out in the hall.

               Good.  How's it going?

               Things are great, things are great.

     Things don't look so great.  Schindler isn't penniless, but he's not far
     from it, living alone in the one room behind him.

               What are you doing?

               I'm having a drink, come on in, we'll have a drink.

               I mean where have you been?
               Nobody's seen you around for a while.

               I've been here.  I guess I haven't been out.

               I thought maybe you'd like to come over,
               have some dinner, some of the people
               are coming over.

               Yeah?  Yeah, that'd be nice, let me get my coat.

     Pfefferberg waits out in the hall as Schindler disappears inside for a
     minute.  The legend below appears:

                    AMON GOETH WAS ARRESTED AGAIN,
                    AT BAD TOLZ.

                    SALUTE, HE WAS HANGED IN
                    CRACOW FOR CRIMES AGAINST

     Schindler reappears wearing a coat, steps out into the hall, forgets
     something, turns around and goes back in.

                    OSKAR SCHINDLER FAILED AT
                    SEVERAL BUSINESSES, AND
                    MARRIAGE, AFTER THE WAR

                    IN 1958, HE WAS DECLARED A
                    RIGHTEOUS PERSON BY THE
                    COUNCIL OF THE YAD VASHEM
                    IN JERUSALEM, AND INVITED TO
                    PLANT A TREE IN THE AVENUE
                    OF THE RIGHTEOUS.

                    IT GROWS THERE STILL.

     He comes back out with a nice bottle of wine in his hand, and, as he and
     Pfefferberg disappear down the stairs together -

     He comes back out with a nice bottle of wine in his hand, and, as he and
     Pfefferberg disappeaer down the stairs together -

                         SCHINDLER'S VOICE
               Mila's good?

                         PFEFFERBERG'S VOICE
               She's good.

                         SCHINDLER'S VOICE
               Kids are good?  Let's stop at a store on the
               way so I can buy them something.

                         PFEFFERBERG'S VOICE
               They don't need anything.  They just
               want to see you.

                         SCHINDLER'S VOICE
               Yeah, I know.  I'd like to pick up something
               for them.  It'll only take a minute.

     Their voices face.  Against the empty hallway appears a faint trace of
     the image of the factory workers, through the wire, walking away from
     the Brinnlitz camp.  And the legend:

                    THERE ARE FEWER THAN FIVE
                    THOUSAND JEWS LEFT ALIVE
                    IN POLAND TODAY.