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Schindler's List (1993) movie script

by Steven Zaillian.
Based on the novel by Thomas Keneally.
First Revision, March, 1990.

More info about this movie on IMDb.com
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 INK.


2.	INT.  HOTEL ROOM - CRACOW, POLAND - NIGHT.		2.

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.


3.	INT.  NIGHTCLUB - CRACOW, POLAND - NIGHT.		3.

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.

A WAITER SETS DOWN DRINKS

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.

			WAITER
	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.

			LIEUTENANT
	Do I know him?

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

			LIEUTENANT
	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.

			LIEUTENANT
	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.


WAITERS ARRIVE WITH PLATES OF CAVIAR

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

			LIEUTENANT
	Let me get this one.

			SCHINDLER
	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.


A TABLECLOTH BILLOWS

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" -

			SCHINDLER
	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.


A ROAR OF LAUGHTER

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 drink.

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.


A GIRL WITH A BIG CAMERA

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.

			CLERKS
	Groder ... Gemeinerowa ... Libeskind ...


5.	INT.  APARTMENT BUILDING - CRACOW - DAY.		5.

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

			SCHINDLER
	Stern?

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

			SCHINDLER
	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.

			STERN
	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.

			SCHINDLER
	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.

			STERN
		(pause)
	By law, I have to tell you, sir, I'm a Jew.

Schindler looks puzzled, then shrugs, dismissing it.

			SCHINDLER
	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.

			STERN
	It did all right.

Schindler nods, takes out a cigarette case.

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

He offers Stern a cigarette.  Stern declines again.

			STERN
	I was just the accountant.

			SCHINDLER
	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.

			SCHINDLER
	Field kits, mess kits ...

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

			SCHINDLER
	Army contracts.

But Stern does understand.  He understands too well.  Schindler 
grins good-naturedly.

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

			STERN
		(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 can't.

			SCHINDLER
	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 conversation.

			STERN
	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."

			SCHINDLER
	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 -

			SCHINDLER
	You know anybody?

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

			SCHINDLER
	Jews, yeah.  Investors.

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

			SCHINDLER
	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.

			STERN
	Pots and pans.

			SCHINDLER
		(nodding)
	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.

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

			SCHINDLER
		(a slow knowing nod)
	They should be.

Silence.


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 -

			GOLDBERG
	What's that?

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

			GOLDBERG
	You asked for shoe polish.

			PFEFFERBERG
	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
	truckload.

			GOLDBERG
		(pause)
	So I'm responsible for the weather?

			PFEFFERBERG
	I asked for metal, you gave me glass.

			GOLDBERG
	This is not my problem.

			PFEFFERBERG
	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.

			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.

			GOLDBERG
	Metal.

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


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 -

			PFEFFERBERG
	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.

			PFEFFERBERG
	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.

			SCHINDLER
	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.

			PFEFFERBERG
	Like this?

			SCHINDLER
		(nodding)
	There's nothing in the stores.

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

			PFEFFERBERG
	You have any idea what a shirt 
like this costs?

			SCHINDLER
	Nice things cost money.

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

			PFEFFERBERG
	How many?

			SCHINDLER
	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.

			PFEFFERBERG
	Write down your measurements.

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

			SCHINDLER
	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.

			CZURDA
	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.

			CZURDA
	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.
		(pause)
	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.

			SCHINDLER
		(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.

			SCHINDLER
	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.

			OWNER
	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
	either.

			MAX REDLICHT
	This is true?

			OWNER
	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.
SAME TIME - DAY.

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?
		(pause)
	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.

			PFEFFERBERG
	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.

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

			PFEFFERBERG
	Yeah, I can.

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


17.	INT.  APARTMENT BUILDING, GHETTO - NIGHT.		17.

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.

			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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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?

			SCHINDLER
	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.

			STERN
	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.

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

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

			SCHINDLER
	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.

			SCHINDLER
	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.

			TEACHER
	I'm a teacher.

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

			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.

			TEACHER
	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.

			CLERK
	Good.

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.

			SCHERNER
	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 -

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

			SCHERNER
	What others?

			SCHINDLER
	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 -

			SCHINDLER
	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.

			SCHERNER
	That'd be fine.

			SCHINDLER
	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.


35.	INT.  SCHINDLER'S OFFICE - CONTINUOUS - DAY.		35.

The accountant follows Schindler into the office.

			SCHINDLER
	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.

			SCHINDLER
	Oh, come on.

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

			SCHINDLER
	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.

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

Stern slowly raises his glass.

			SCHINDLER
	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.

			KLONOWSKA
	Yes?

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.

			SCHINDLER
	She's so embarrassed - look at her -

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

			SCHINDLER
	You know what, you'd like her.

			EMILIE
	Oskar, please -

			SCHINDLER
	What -

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

			SCHINDLER
	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.

			KLONOWSKA
	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.

			EMILIE
	You've done well here.

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

			SCHINDLER
	You look great.


38.	EXT.  SCHINDLER'S APARTMENT BUILDING - NIGHT.	38.

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

			DOORMAN
	Careful of the pavement -

			SCHINDLER
	- 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 
-

			SCHINDLER
	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.

			EMILIE
	It's not a charade, all this?

			SCHINDLER
	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 discovery.

			SCHINDLER
	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?

			EMILIE
	Luck.

			SCHINDLER
	War.


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 herself.

			SCHINDLER
	What?

			EMILIE
	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.


42.	INT.  SCHINDLER'S APARTMENT - LATER - NIGHT.		42.

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

			EMILIE
	Should I stay?

			SCHINDLER
		(pause)
	It's a beautiful city.

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

			EMILIE
	Should I stay?

			SCHINDLER
		(pause)
	It's up to you.

That's not it either.

			EMILIE
	No, it's up to you.

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

			EMILIE
	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.

			CLERKS
	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 -

			FOREMAN
	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.

			SCHINDLER
	It's "okay" with me?

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

			STERN
	How heavy was he?

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

Stern and Schindler exchange a glance.  Then -

			SCHINDLER
		(pause)
	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 goods.

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 -

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

			INVESTOR
	It was a mistake.

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

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

			SCHINDLER
	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.

			INVESTOR
	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.

			SCHINDLER
	How you feeling, all right?

			PFEFFERBERG
	Yeah.

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

			PFEFFERBERG
	She's good.

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

			SCHINDLER
	Good.


47.	INT.  FACTORY FLOOR - DAY.					
47.

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


48.	INT.  SCHINDLER'S OFFICE - SAME TIME - DAY.		48.

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.

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

			STERN
	Yes.

			SCHINDLER
	Better this month than last?

			STERN
	Yes.

			SCHINDLER
	Any reason to think next month 
	will be worse?

			STERN
	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.

			SCHINDLER
		(impatient)
	What?

			STERN
		(pause)
	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.

			STERN
	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.

			STERN
	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.

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

			SCHINDLER
	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.

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

			SCHINDLER
	That's great.

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

			SCHINDLER
	That's great, thanks.

			LOWENSTEIN
	God bless you, sir.

			SCHINDLER
	Yeah, okay.

			LOWENSTEIN
	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.

			STERN
	Okay, Mr. Lowenstein.

			LOWENSTEIN
	He saved my life.

			STERN
	Yes, he did.

			LOWENSTEIN
	God bless him.

			STERN
	Yes.

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 -

			SCHINDLER
	Don't ever do that to me again.

			STERN
	Do what?

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

			SCHINDLER
	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.

			TOFFEL
	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.

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

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

			SCHINDLER
	Would it do any good?

			TOFFEL
	No.

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

			TOFFEL
	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.

			TOFFEL
	A one-armed machinist, Oskar?

			SCHINDLER
		(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, nods.


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.

			SCHINDLER
	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.

			SCHINDLER
	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 -

			KUHNPAST
	Excuse me - do you really think this is
	appropriate?

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.

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

			HOHNE
	Me neither, sorry.

			SCHINDLER
	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.
		(pause)
	On salary.

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

			KUHNPAST
	You've got to be kidding.

Nobody is kidding.

			KUHNPAST
		(pause)
	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:

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

			STERN
	Christmas presents.

			SCHINDLER
	Ah, yes.

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


55.	EXT.  SCHERNER'S RESIDENCE - CRACOW - MORNING.	55.

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 -

			SCHERNER
	Oskar ...


56.	EXT.  KUHNPAST'S RADIATOR FACTORY - DAY.		56.

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 premises.


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.

			SCHINDLER
	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.

			GESTAPO
	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.

			SCHINDLER
	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.


61.	INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY.   	61.

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 man.

			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 -

			SCHINDLER
		(interrupting)
	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 silence.


62.	INT.  HALLWAY/ROOM - SS HEADQUARTERS - DAY.		62.

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.

			SCHINDLER
	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.

			SCHINDLER
	Wait a minute.

He peels off several more bills and hands them over.

			SCHINDLER
	Pajamas.


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.

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


65.	INT.  FOYER, SS HEADQUARTERS - MORNING.		65.

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

			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.

			SCHINDLER
	You expect me to walk home, or what?

			GESTAPO CLERK
		(tightly)
	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.

			SCHINDLER
	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.

			SCHINDLER
	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.


68.	EXT.  PROKOCIM DEPOT - CRACOW - LATER - NIGHT.	68.

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

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.

AN ENORMOUS LIST OF NAMES -

- 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 -

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

			SCHINDLER
	He is.

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

			SCHINDLER
	Well, let's find him.

			CLERK
	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.

			SCHINDLER
	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:

			SCHINDLER
	What's your name?

			CLERK
	Sir, the list is correct.

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

			CLERK
	Klaus Tauber.

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

			CLERK
	The gentleman thinks a mistake's been made.

			SCHINDLER
	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.

			SERGEANT
		(to the clerk)
	Is he on the list?

			CLERK
	Yes, sir.

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

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

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

			SCHINDLER
	Schindler.

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 closed.

			SCHINDLER
	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 ...

ALL THREE OF THEM -

- 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.

			SCHINDLER
	There he is.

			SERGEANT
	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.

			CLERK
	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.

			CLERK
	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.

			STERN
	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.

			STERN
	I'm sorry.  It was stupid.
		(contrite)
	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.

			GOETH
	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 -

			KNUDE
	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.

			KNUDE
	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 industry.

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.

			HUJAR
	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
	engineer.

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.

			ENGINEER
	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.

			GOETH
		(calmly)
	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 -

			GOETH
	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.

			HUJAR
	Sir...

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

			GOETH
	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.

			GOETH
	That's somebody who knew what they
	were doing.  That's somebody I needed.
		(pause)
	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 nostrils.


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 -

			GOETH
	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 wave.

			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 
commander.

			GOETH
	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.

			GOETH
	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 town.

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 target.


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.


99.	EXT. PLASZOW FORCED LABOR CAMP - MORNING.		99.

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 rows.


100.	INT.  GOETH'S BEDROOM, PLASZOW - MORNING.		100.

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.
MORNING.

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.


104.	EXT.  GOETH'S BALCONY - CONTINUED - MORNING.	104.

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.
MORNING.

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.

			MAJOLA
		(mutters)
	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.

			HUJAR
	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.

			SCHINDLER
	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.

			SCHINDLER
	How you doing?

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

			GOETH
	We started without you.

			SCHINDLER
	Good.

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

			SCHINDLER
	Please.

Goeth watches him.  The others watch Goeth.

			SCHINDLER
	I miss anything important?

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

			SCHINDLER
	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.

			HUJAR
	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.

			SCHINDLER
	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.

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

			SCHINDLER
	You're kidding.

Goeth slowly shakes his head no ... then smiles.

			GOETH
	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.

			SCHINDLER
	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.

			GOETH
	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 -

			SCHINDLER
	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 -

			GOETH
	They're not gone, they're here.

			SCHINDLER
	They're mine!

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

			SCHINDLER
	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 -

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

			SCHINDLER
		(cutting him off)
	It's bad business.

			GOETH
		(shrugs)
	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.
		(pause)
	Occasionally, sure, okay, you got to
	make an example.  But that's good
	business.

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 -

			GOETH
	Scherner told me something else about you.

			SCHINDLER
	Yeah, what's that?

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

			SCHINDLER
	True.

Goeth tries to put the situation in perspective:

			GOETH
	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.
		(pause)
	What you want is your own sub-camp.

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

			GOETH
	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.

			SCHINDLER
	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 -

			SCHINDLER
	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.


112.	EXT.  CONSTRUCTION OFFICE, PLASZOW - DAY.		112.

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.

			SCHINDLER
	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, 
everything.

			SCHINDLER
		(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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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?

			SCHINDLER
	No, dear.

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

Everyone laughs.

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

			CZURDA
	Toebbens.

			GOETH
	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.

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

			SCHINDLER
	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 -

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

			GOETH
	He's important to my business.

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

			GOETH
	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 
cigarette.


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.

			SCHINDLER
	Here.

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 -

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

			STERN
	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.

			SCHINDLER
	I got to go, I'll see you.

			STERN
	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 -

			STERN
	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.

			GOETH
	What are you making?

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

			LEVARTOV
	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 -

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

			GOLDBERG
	Yugoslavia.

			GOETH
	Yugoslavia.  I got to make room.

He shrugs apologetically and pulls out a pocket watch.

			GOETH
	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.

			GOETH
	Another.

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

			GOETH
	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.

			GOETH
		(mumble)
	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.

			GOETH
	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 -

CUT BACK TO:


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

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

			SCHINDLER
	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 -

			LEVARTOV
	Thank you, sir.

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

			SCHINDLER
	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.

			GOETH
	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.

			GOETH
	Still nobody knows.

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

			GOETH
	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.

			GOETH
	It was you?  You committed this crime?

			BOY
	No, sir.

			GOETH
	You know who, though.

The boy nods, weeps, screams -

			BOY
	Him!

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 boy.


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.

			SCHINDLER
	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 -

			BOY
	Thank you, sir.

			SCHINDLER
		(distracted)
	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 horrified.


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.

			MECHANIC
	Thank -

			SCHINDLER
	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.

			GUARD
	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.

			SCHINDLER
	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.

			SCHINDLER
	Pernod?  Cognac?

			MISS KRAUSE
	No, thank you.

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

			SCHINDLER
	So.

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.

			SCHINDLER
	Who says that?

			MISS KRAUSE
	Everyone.

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.
		(pause)
	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 -

			SCHINDLER
	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
	office.

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

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

She hurries out.


136.	INT.  ADMINISTRATION BUILDING - PLASZOW - DAY.	136.

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

			SCHINDLER
	People die, it's a fact of life.

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

			SCHINDLER
	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.

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

			STERN
		(with concern)
	Are you losing money?

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

			STERN
	What other point is -

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

Silence.  Schindler tries to settle down.  Then -

			SCHINDLER
	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...

			STERN
	And killing.

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

			STERN
	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:

			SCHINDLER
	Perlman, husband and wife.

He unstraps his watch, hands it to Stern.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			GOETH
	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 -

			WORKER
	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.

			GOETH
	What are you using?

			WORKER
	Soap, sir.

			GOETH
		(incredulous)
	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.

			GOETH
	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:

			STERN
	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.
MINUTES LATER - DAY.

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 - 

			STERN
	There are fifteen thousand people here -

			GOLDBERG
	Goeth says there's twenty-five.

			STERN
	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.

			GOLDBERG
	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.

CUT BACK TO:


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.

			SCHINDLER
	So you'll be rid of him.

But Stern slowly shakes his head 'no.'

			STERN
	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.

			SCHINDLER
	I'll talk to him.

			STERN
	I think it's too late.

			SCHINDLER
	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.

			SCHINDLER
	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.

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

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

			SCHINDLER
	So I'll talk to him about it.

			SCHERNER
	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 -

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

			TOFFEL
	He's stealing from you, Oskar.

			SCHINDLER
	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.

			SCHERNER
	Not like him.

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

			SCHINDLER
	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.

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

			SCHINDLER
	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 -

			SCHINDLER
	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.


150.	INT.  UPSTAIRS OFFICES, D.E.F. - SAME TIME - DAY.	150.

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 handshake.

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.

			SCHINDLER
	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.

			SCHINDLER
	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 approvingly.

			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.

			GOETH
	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-

			PFEFFERBERG
	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 Mila.


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.

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

			SCHINDLER
	What's going on?

			GOETH
	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.

			GOETH
	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.

			SCHINDLER
	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 -

			GOETH
	Bring the fire trucks!

			HUJAR
	What?

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.

			GOETH
	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.

			SCHINDLER
	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 -

			GOETH
	Hujar!

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.

			GUARD
	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.

			GOETH
	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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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 corridors.


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.

			SCHINDLER
	I violated the Race and Resettlement Act.
	Though I doubt they can point out the actual
	provision to me.
		(pause)
	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:

			GOETH
	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 wall.

			GOETH
	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:

			GOETH
	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?

			GOETH
	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.

			SCHERNER
	Sit down.

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

			SCHERNER
	Hello, Amon.

			GOETH
	Sir.

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 
brothers.

			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.

			SCHERNER
	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 -

			GOETH
	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 himself.

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 -

			GOETH
	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 -

			GOETH
	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.

			GOETH
	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 gasoline.

			SCHINDLER
	You took my workers.

			GOETH
		(indignant)
	They're taking mine.  When I said they
	didn't have a future I didn't mean tomorrow.
		(pause)
	Auschwitz.

			SCHINDLER
	When?

			GOETH
	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.

			GOETH
	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.


178.	EXT. POLAND/CZECHOSLOVAKIA BORDER - EVENING.	178.

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.
MORNING.

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

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

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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?

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

			BRINNLITZ GUY 2
	Now you're back.

			SCHINDLER
	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.

			GIRL
	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.

			SCHINDLER
	Goddamn it.


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

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

			GOETH
	You want these people.

			SCHINDLER
	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.

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

			SCHINDLER
	It's good business.

			GOETH
	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.

			SCHINDLER
	Look -

			GOETH
	You're not telling me something.

			SCHINDLER
	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.

			GOETH
	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.

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

Schindler admits it with a shrug.

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

			SCHINDLER
	I just told you.

			GOETH
	You did, but you didn't.

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

			GOETH
	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.

			SCHINDLER
	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 smiles.

			GOETH
	What's one worth to you?

That's the question.

HARD CUT TO:


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 Krause."

IN HIS SMALL CLUTTERED PLASZOW OFFICE - Stern transcribes D.E.F. 
workers' names from a Reich Labor Office document to the list in 
his typewriter, Schindler's List.

A NAME - A FACE - NAME - FACE - NAME -

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

			SCHINDLER
	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 -

			GOETH
	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 name.

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

			SCHINDLER
	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.

			MADRITSCH
	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.

			SCHINDLER
	The investors.

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

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

			SCHINDLER
	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 -

			STERN
	Four hundred, four fifty -

			SCHINDLER
	More.

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 accordionist.

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.)
	More.

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.

			SCHINDLER
		(angrily)
	Give or take what, Stern - how many -
	count them.

STERN RUMS HIS FINGER down the pages of names, trying to count 
them more precisely.

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 -

			SCHINDLER
	That's it.

Stern heard him and stops typing, glances over.

			SCHINDLER
	You can finish that page.

Stern resumes where he left off, but then hesitates again.  
There's something he doesn't understand.

			STERN
	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 -

			SCHINDLER
	I'm buying them.  I'm paying him.  
	I give him money, he gives me the people.
		(pause)
	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.

			SCHINDLER
	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 -

			SCHINDLER
	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.

186.	INT.  TOWN COUNCIL HALL - BRINNLITZ - NIGHT.		186.

Schindler in front of a large assembly, party pin in his lapel, 
as usual, imposing SS guards on either side of him.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHNDLER
	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 -

			SCHINDLER
	- 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.


188.	INT.  OFFICE, ADMINISTRATION BUILDING -			188.
PLASZOW - DAY.

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.


189.	EXT.  SCHINDLER'S BRINNLITZ FACTORY SITE - DAY.	189.

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.

			PRISONER
	Am I on the list?

			GOLDBERG
	What list is that?

He knows what the prisoner means and the prisoner knows he knows.  
He means Schindler's List.

			GOLDBERG
	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.


191.	INT.  GOLDBERG'S OFFICE - PLASZOW - NIGHT.		191.

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 town.


193.	INT.  MECHANICS GARAGE - PLASZOW - DAY.			193.

Pfefferberg, his head under the hood of a German staff car, 
adjusting the carburetor.  Goldberg comes in.

			GOLDBERG
	Hey, Poldek, how's it going?
		(Pfefferberg ignores him)
	You know about the list?  You're on it.

			PFEFFERBERG
	Of course I'm on it.

			GOLDBERG
	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.

			PFEFFERBERG
	What do I got for you?

			GOLDBERG
	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.

			PFEFFERBERG
	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.

			GOLDBERG
	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 slit.


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 streets.


199.	INT.  BRINNLITZ MUNITIONS FACTORY - DAY.		199.

Under the towering Hilo machines, a meal of soup and bread awaits 
the workers.  As they're sitting down to it, Schindler addresses 
them -

			SCHINDLER
	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 -

			WOMAN
	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 end.


202.	INT.  OFFICES - BRINNLITZ FACTORY - DAY.			202.

Schindler comes out of his office and, passing Stern's 
desk, mumbles -

			SCHINDLER
	They're in Auschwitz.

Before Stern can react, Schindler is out the door.


203.	EXT.  BRINNLITZ FACTORY - MOMENTS LATER - DAY.	203.

As he strides across the factory courtyard toward his motorcycle, 
Schindler is intercepted by some Gestapo men who have just 
emerged from their car.

			GESTAPO
	Your friend Amon Goeth has been arrested.

			SCHINDLER
		(pause)
	I'm sorry to hear that.

			GESTAPO
	There are some things that are unclear.
	We need to talk.

			SCHINDLER
	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.

			SCHINDLER
	All right, okay, let's talk.

			GESTAPO
	In Breslau.

			SCHINDLER
	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.

			WOMAN
		(pause)
	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.

			INVESTIGATOR
	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 -

			SCHINDLER
	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.

			MILA
	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.

			HOSS
	You're right, a clerical error has bee made.
		(pause)
	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 "tempting."

			HOSS
	The train comes, we turn it around, it's yours.

			SCHINDLER
	I appreciate it.  I want these.

The ones on the list in Hoss' hand.  Silence.  Then:

			HOSS
	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.

			HOSS
	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:

			SCHINDLER
	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.

			SCHINDLER
	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?

			GUARD
	They're boys.

			SCHINDLER
	Yes.

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.

			SCHINDLER
	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 smiling.

Liepold isn't smiling.  Neither is Schindler; at least not on the 
outside.


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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	How's it going?

			WORKER
	Good.  It's taken a while to calibrate the
	machines, but it's going good now.

			SCHINDLER
	Good.

Schindler nods.  Then frowns.  He leans down and taps at the 
crystal of one of the gauges.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	How's it going, Rabbi?

			LEVARTOV
	Good, sir.

Schindler nods, watches him work, eventually glances away.

			SCHINDLER
	Sun's going down.

Levartov, following Schindler's gaze, nods uncertainly.

			SCHINDLER
	It is Friday, isn't it?

			LEVARTOV
	Is it?

			SCHINDLER
	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.

			SCHINDLER
	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 -

			SCHINDLER
	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.

			GUARD
	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.


221.	INT.  APATMENT BUILDING - BRINNLITZ - NIGHT.		221.

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 -

			SCHINDLER
	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?

			SCHINDLER
	You don't have to live with me,
	I wouldn't ask that.
		(pause)
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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			STERN
	How do you do?

			EMILIE
	How do you do?

			STERN
	Stern is my accountant and friend.

It sounds strange to Stern hearing Schindler actually say it.  
He's never said it before.

			SCHINDLER
	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 doctor.

			STERN
		(to her)
	That's very generous of you.

			SCHINDLER
	Yes.

Schindler nods, looks around, shrugs, offers his arm to his wife, 
perhaps to take her on a tour of the place.

			STERN
	It was a pleasure meeting you.

			EMILIE
	Pleasure meeting you.

The Schindlers leave.  Stern sits back down at his desk and 
smiles.  he's never seen Schindler so uncomfortable.


224.	INT.  MACHINE SHOP - BRINNLITZ FACTORY - DAY.	224.

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.

			SCHINDLER
	Can you fix it?

The radio.

			PFEFFERBERG
	What's wrong with it?

			SCHINDLER
	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.

			STERN
	We need to talk.

			SCHINDLER
	Stern.

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 -

			STERN
	They arrived.

			SCHINDLER
	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:

			STERN
	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.  

			SCHINDLER
	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.

			STERN
	They're withholding payment.

			SCHINDLER
	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.

			STERN
	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.

			SCHINDLER
		(pause)
	No?

Stern slowly shakes his head 'no.'

			STERN
	They could close us down.

Schindler eventually nods, in agreement it seems.

			SCHINDLER
	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.

			STERN
	I know what you're saying, but I don't
	see the difference.

			SCHINDLER
	You don't?  I do.  I see a difference.

			STERN
	You'll lose money.

That's one difference.

			SCHINDLER
	Fewer shells will be made.

That's another difference.  The main one.  The only one Schindler 
cares about.  Silence.  Then:

			SCHINDLER
	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.)
	Hey.

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 -

			LIEPOLD
	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 -

			SCHINDLER
	Shoot him.  Shoot him!

Liepold is so startled by the command, he doesn't shoot.  He 
doesn't lower the gun, though, either.

			SCHINDLER
	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.

			LIEPOLD
	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 -

			SCHINDLER
	The machine's broken?

The boy, too terrified to speak,nods.

			LIEPOLD
	The prisoner is under the jurisdiction of
	Section D.  I'll preside over the hearing.

			SCHINDLER
	But the machine.

Liepold glances to him.  He seems almost distraught by the 
destruction of the machine, Schindler.

			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 court.

			JANEK
	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.

			SCHINDLER
	If you're not skilled at armaments work,
	you shouldn't be here.

			JANEK
	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 -

			JANEK
	Sir?

Schindler glances up at him distractedly.

			JANEK
	I did adjust the pressure controls.

Schindler stops, looks to the panel, and back to the boy.

			SCHINDLER
	What?

			JANEK
	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 -

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
		(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.

			RASCH
	Oskar, good of you to come.

			SCHINDLER
	Are you kidding, I never miss a party.
	Police Chief Rasch, my wife Emilie.

			RASCH
	How do you do?

			EMILIE
	You have a lovely home.

It is nice.  Big.  The man lives well.

			RASCH
	Thank you.

			SCHINDLER
	I need a drink.

			RASCH
	Oh, God, you don't have a drink?

			SCHINDLER
		(to Emilie)
	Wine?

She nods.  Schindler goes off in search of the bartender.  Rasch 
watches after him.

			RASCH
	Your husband's a very generous man.

			EMILIE
		(wry)
	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.

			SCHINDLER
	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 elaboration.

			SCHINDLER
	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.

			RASCH
		(pause; then, philosophically)
	We're losing the war, aren't we.

			SCHINDLER
	It kind of looks that way.

			RASCH
		(blithely)
	Pistols?

			SCHINDLER
	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.


233.	INT.  MACHINE SHOP - BRINNLITZ CAMP - NIGHT.		233.

Poldek Pfefferberg holds up a pistol, feels its weight, 
points it.

			SCHINDLER
		(calmly)
	Careful.

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.

			SCHINDLER
	Stern.

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.

			STERN
	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 can't.

			STERN
	I'll talk to you later.  

			SCHINDLER
	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 -

			STERN
	Do you have any money I don't know about?
	Hidden away someplace?

Schindler thinks long and hard ...

			SCHINDLER
	No.

Silence except for the gently lapping water.  Half-joking -

			SCHINDLER
	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 trees.

			SCHINDLER (V.O.)
	Poldek.


236.	INT.  MACHINE SHOP - BRINNLITZ CAMP - DAY.		236.

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 white.

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.


238.	EXT.  CATHOLIC CEMETERY - OUTSIDE BRINNLITZ -	238.
DAY.

Beyond a country church, among the stone markers of a small 
cemetery, walk Schindler and a priest.

			SCHINDLER
	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 -

			PRIEST
	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.

			SCHINDLER
	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 narrow.

			SCHINDLER
	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.


242.	INT.  BRINNLITZ FACTORY - SAME TIME - DAY.		242.

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.
SAME TIME - DAY.

Stern, at a window, stares down at Goeth beside his car.  Softly, 
gravely -

			STERN
	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 disoriented.


			SCHINDLER
	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.

			GOETH
	Thank you.


248.	INT.  OUTER OFFICES - BRINNLITZ FACTORY - DAY.	248.

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 degree.

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 disbelief.

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 
-

			GOETH
	Where are the guards?

			SCHINDLER
	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 dream?

			SCHINDLER
	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 appear.


251.	INT.  WORKER'S BARRACKS - SAME TIME - EVENING.	251.

Another radio.  Workers, like the guards, straining to hear.  The 
dial finds, faint, mired in static, the idiosyncratic voice of 
Winston Churchill.


252.	INT.  LIEPOLD'S QUARTERS - SAME TIME - EVENING.	252.

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 again.

			SCHINDLER
	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 -

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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.

			SCHINDLER
	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:

			SCHINDLER
	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.
		(pause)
	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.

			SCHINDLER
	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.

			SCHINDLER
	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:

			SCHINDLER
	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.

			SCHINDLER
	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.  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.


255.	EXT.  COURTYARD - BRINNLITZ CAMP - NIGHT.		255.

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 papers.

			LEVARTOV
	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 names.

			SCHINDLER
	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.

			STERN
	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.

			SCHINDLER
		(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.

			SCHINDLER
		(to himself)
	I could've got more ... if I'd just ... I don't
	know, if I'd just ... I could've got more...

			STERN
	Oskar, there are twelve hundred people who
	are alive because of you.  Look at them.

He can't.

			SCHINDLER
	If I'd made more money ...I threw away
	so much money, you have no idea. 
	If I'd just ...

			STERN
	There will be generations because of
	what you did.

			SCHINDLER
	I didn't do enough.

			STERN
	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.

			SCHINDLER
	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.
			SCHINDLER
	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.

			SCHINDLER
	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 -

			PARTISAN
	It's all over.

			PFEFFERBERG
	We know.

			PARTISAN
		(pause)
	So what are you doing?  You're free to go home.

			PFEFFERBERG
	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
	Hello?

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 away.


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:

			RUSSIAN
	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 -

			RUSSIAN
	What's wrong?

A few of the workers come out from behind the fence to talk 
with him.

			WORKER
	Have you been in Poland?

			RUSSIAN
	I just came from Poland.

			WORKER
	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.

			WORKER
	Where should we go?

			RUSSIAN
	I don't know.  Don't go east, that's for sure,
	they hate you there.
		(pause)
	I wouldn't go west either if I were you.

He shrugs and gives his little horse a kick in the ribs.

			WORKER
	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.

			RUSSIAN
	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.  

HARD CUT TO:


263.	EXT.  FRANKFURT - DUSK (1955).				
263.

A street of apartment buildings in a working class neighborhood 
of the city.


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.

			SCHINDLER
	Hey, how you doing?

It's Poldek Pfefferberg out in the hall.

			PFEFFERBERG
	Good.  How's it going?

			SCHINDLER
	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.

			PFEFFERBERG
	What are you doing?

			SCHINDLER
	I'm having a drink, come on in, we'll have a 
drink.

			PFEFFERBERG
	I mean where have you been?  
	Nobody's seen you around for a while.

			SCHINDLER
		(puzzled)
	I've been here.  I guess I haven't been out.

			PFEFFERBERG
	I thought maybe you'd like to come over,
	have some dinner, some of the people
	are coming over.

			SCHINDLER
	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,
		WHILE A PATIENT IN AN SANITARIUM
		AT BAD TOLZ.

		GIVING THE NATIONAL SOCIALIST
		SALUTE, HE WAS HANGED IN
		CRACOW FOR CRIMES AGAINST
		HUMANITY.

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.

		THERE ARE MORE THAN SIX THOUSAND
		DESCENDANTS OF THE SCHINDLER JEWS.


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