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RKO 281 (1999)

by John Logan.
May 1,1997.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


Q: "During the shooting of CITIZEN KANE, did you have the sensation of
making such an important film?"

A: "I never doubted it for a single instant."
Interview with Orson Welles. 1966.

Pleasure is worth what you can afford to pay for it
William Randolph Hearst. 1924

INT. LARGE, DARK ROOM_NIGHT

In the ebony shadows of a large room we can make out corners and edges,
moldings and cornices; the phantoms of decaying Victorian wealth
floating like disembodied ghosts in the darkness.

It is May 6, 1924 The harsh flare of a match being struck

A shadowy male figure lights a series of nine candles on a birthday
cake. Beyond the cake we can see a bed.

On the bed lies a woman in her early forties. She is ashen and sickly.
Dying.

The shadowy male figure finishes lighting the candles, blows out the
match and disappears as the woman peers into the darkness.

		WOMAN
	Come into the light.. Come into the light

A nine-year-old boy steps into the light.

She pulls him close and whispers:
		WOMAN

Never stand in the shadows --

		BOY
	Mother...

		WOMAN
	You are made for the light, Orson Now you must blow
	out your candles. But you must always remember, the
	cake itself is nothing. The flame, the lights, that
	is where your future lies. You must have a dream. A
	great dream worthy of you.

The boy immediately spins to the cake and blows out the candles. A
moment of darkness. He turns back to the bed. The woman and the bed are
gone, faded into darkness.

The solemn young lad stares and stares into the darkness

And then, magically, the faint glimmer of twinkling stars fill his huge
dark eyes.

NEWSREEL The flickering images of an old newsreel, circa 1940

Under the MGM logo we see the title: BOY WONDER WOWS HOLLYWOOD!

The first image after the title is the imposing figure of ORSON WELLES,

climbing down from an airplane and surveying the world at his feet.

Welles is 24 years old and somewhat handsome. Welles seems rather
uncomfortable in his own body, as if it could not possibly contain his
vast passions and appetites.

Orson Welles is man who tears his way through life with incendiary
energy. He is at once inspiring and ferocious; visionary and coldly
ambitious. He is part artist, part fraud and all showman.

A sonorous voice accompanies the newsreel. The voice is always grand,
occasionally sardonic.

		NEWSREEL VOICE
	He came to the town of magic and dreams a flashing
	star blazing through the firmament of illusion. And
	he promised to devour the world in a single gulp. He
	was 24 years old and his name was George Orson
	Welles. Sound the trumpets! Unfurl the banners,
	Hollywood! The Boy Wonder has arrived!

Images of Welles as a baby and his early life fill the screen: Welles
in a crib; as a pampered schoolboy; at dance class; drama club; dressed
up for a magic show. As we hear:

		NEWSREEL VOICE
	He made his debut on the world stage in Kenosha,
	Wisconsin, on the 6th of May, 1915. And on the 7th
	of May he spoke his first words, and unlike other
	children who say commonplace things like "momma" and
	"poppa", he proclaimed "I am a genius!"

At three the genius was reciting Shakespeare and at eight he had taken
up cigars and highballs and was learning magic from the  knee of the
great Houdini.

Images of Welles' early theatrical career: the young man playing
impossibly old parts; vaudeville magic shows; various regional
theaters; endless tawdry rehearsal rooms

Then images of Welles and JOHN HOUSEMAN in New York: the great,
bustling city; Welles at work with John Houseman on a script; Welles
directing a play. As we hear:

		NEWSREEL VOICE
	So how could the magic of the stage not call to
	this adventurous lad? Unstoppable and resolute, the
	Boy Wonder journeyed into the world of the legit
	theater. After a peripatetic beginning he found
	himself at last in New York where he joined forces
	with theatrical producer John Houseman under the
	august auspices of the WPA Federal Theater.

A rehearsal room interview with John Houseman, who is in his 30's,
thin-lipped and prim:

		HOUSEMAN
	Orson barreled in and took over. Orson's a real
	barreler.

Images of Welles directing his famous "Fascist JULIUS CAESAR" and
"Voodoo MACBETH" productions: auditions; rehearsals; perfecting a
sword-fight; rejecting classical costume sketches for JULIUS CAESAR;
supervising set construction; performing Brutus in the Albert Speer-
like Nuremberg rally lighting of JULIUS CAESAR. As we hear:

		NEWSREEL VOICE
	Like Hannibal over the Alps, the Boy Genius invaded
	the Great White Way. He stunned the sedate elite of
	New York theatre with production after production.
	From MACBETH with an entirely colored cast to a
	Mussolini-inspired JULIUS CAESAR!

More images of New York, Welles, Houseman and radio: Welles directing a
radio play with sweeping energy; supervising the elaborate sound
effects; editing the script; at odds with Houseman. As we hear:

		NEWSREEL VOICE
	Though he wowed the critics with his spectaculars
	the ticket sales left something to be desired. So,
	after founding the Mercury Players with Houseman,
	young Mr. Welles quickly set his sights on the
	airwaves. He quickly became the sonorous -' voice of
	"The Shadow." ''

Newsreel footage of Welles at a standing radio microphone;

		WELLES
	Who knows what evil lurks in the hearts of men? The
	Shadow knows. . .

Welles laughs his sinister Shadow laugh and we go to more images of
radio and the dynamic Welles performing and directing as we hear:

		NEWSREEL VOICE
	With Lament Cranston in one pocket and his own
	radio show. The Mercury Theater of the Air, our Boy
	Wonder filled the night with his resounding tones.
	And on October 30th of 1938, he became what he felt
	destined to be: a household name.

What started out as a roguish Halloween prank became the most famous
radio show in the history of the galaxy!

Images of the WAR OF THE WORLDS broadcast and panic: listeners huddling
next to their radios; telephone switchboards lighting up; New Jersey
State Motorcycle Troopers zooming down rural roads; cars clogging the
highways. As we hear:

		NEWSREEL VOICE
	THE WAR OF THE WORLDS sent this nation spinning
	into a frenzy. Nine million listeners clasped their
	loved ones close and looked to the skies with
	horror. Unlucky listeners near the epicenter of the
	"invasion" -- rural New Jersey -- ran screaming into
	the night, sure a monstrous alien and a fiery death
	awaited them around every corner! The mischievous
	Boy Wonder had fooled us all!

Newsreel footage of a packed press conference with Welles the day
following the broadcast:

		WELLES
	   (contritely)
	 Of course ... of course ... if I had known the
	panic the broadcast was causing -- well I would have
	stopped! I never meant for any of this to happen and
	I feel just horrible!

Quick newsreel clips of Welles leaving the press conference with
Houseman. We see them slip into a taxi. Inside the taxi we can just
glimpse Welles exploding with laughter.

		NEWSREEL VOICE
	How long, oh how long could it possibly be before
	the sunny land of dreams tried to harness the
	combustible power of this showman, this impresario,
	this best of all possible Boy Wonders?!

Images of Welles posing and shaking hands with GEORGE
SCHAEFER

Schaefer is an intense, compact man in his early 50's. His nickname in
Hollywood is "The Tiger" -- both for his admired tenacity and his
feared temper. He is a moral and ethical man; John Adams in a Brooks
Brothers suit.

As we hear

		NEWSREEL VOICE
	The winner in the Welles derby was George Schaefer,
	the head of RKO Pictures. With a contract
	unimaginable before The Days Of Orson, Mr. Schaefer
	captured the whirlwind snared the beast, roped the
	tyrant!

Images of Welles and Schaefer: Welles signing his contract; smiling to
Schaefer; Schaefer making a speech; Welles joking with reporters. As we
hear:

		NEWSREEL VOICE
	Eyebrows raised and jaws dropped all over
	Hollywoodland when the terms of the deal that lured
	The Great Orson came forth: the Boy Wonder could
	produce, write, direct and star in his own projects
	with budgets up to $500,000 a picture! He would have
	total control over the shooting of the picture and
	the finished product. The studio, well, they just
	paid the bills. Meanwhile, the insiders of filmland
	were skeptical.

An interview with a Hollywood Insider, who looks like a bookie:

		HOLLYWOOD INSIDER
	John Ford doesn't have a deal like that. Cecil B.
	DeMille doesn't have a deal like that. No one has a
	deal like that! If ya ask me, George Schaefer is
	just plain nuts

Images of Welles arriving in Hollywood and touring the town: Welles
climbing down from a plane; posing with Schaefer before of the RKO
gates; touring the studio; leaning over an editing machine; laughing
with female extras in the commissary; posing in front of his Brentwood
home. As we hear:

		NEWSREEL VOICE
	So Cometh Orson! He toured the RKO studio and met
	with the biggest of the big! He charmed his way
	through the town from the Brown Derby to the
	Copacabana, from the Pacific Palisades to the
	Hollywood Hills!

More images of Welles in Hollywood: Welles touring the town; visiting
all the nightclubs and dancing with beautiful women; he is seen
everywhere about the town. As we hear:

		NEWSREEL VOICE
	Yes, the Boy Wonder had arrived! He even charmed
	those rival maidens of Hollywood gossip, those well-
	coiffured chroniclers of the dream factory: Hedda
	Hopper and Louella Parsons.

Shots of Welles with LOUELLA PARSONS and HEDDA HOPPER

Louella is a much-feared gossip columnist. She is a gorgon in her 60's;
Margaret Dumont possessed by the devil and tanked up on gin. Her
capricious cruelty is only matched by her fervent loyalty to all things
Hearstian.

Hedda is a gossip columnist in her 50's. She is given to elaborate hats
and villainous intrigue. Louella's younger, smarter rival, Hedda
probably spends her spare time eating children.

Then a snippet of an interview with Louella:

		LOUELLA
	Orson is the sweetest boy. We're both from the
	midwest, you know. He's just a local fella making
	good, ya follow?

More shots of Welles just after his arrival in Hollywood, blissfully
touring the RKO facilities as:

		NEWSREEL VOICE
	So today, almost a year after his arrival in
	Hollywood, we leave the Boy Wonder still hard at
	work developing his much-anticipated first feature,
	preparing to dazzle us all again. We're waiting,
	Orson!

Welles after his RKO tour, smiling mischievously, stands before a
microphone:

		WELLES
	I'll tell you what, this is the best electric train
	set a boy ever had!

"The End" and newsreel credits

The newsreel sputters to a stop in a screening room. A shaft of light
shines on a large MGM logo on one wall. Another shaft of light
illuminates the sitting figure of LOUIS B. MAYER.

Mayer is a short, crafty, bespectacled man in his 50's. His cloying,
avuncular exterior only fleetingly disguises the film titan's
outrageous barbarism.

Another shadowy figure, a Mayer FLUNKIE, can be just glimpsed sitting
elsewhere in the screening room.

Mayer glowers at the darkened screen for a moment.

A beat.

		MAYER
	Who does that cocksucker think he is?

		FLUNKIE
	They're laying bets over on the RKO
	lot that this great deal will end up
	with him never doing a picture. Back
	to New York he goes.

		MAYER
	Serves him right. I mean can you stomach the
	arrogance?

		FLUNKIE
	Inside skinny says the glory boy's finished,
	can't come up with a movie. Wants to do a biography now.

		MAYER
	After RKO boots him maybe we'll pick him up cheap.
	Have him do that WAR OF THE WORLDS crap as a
	feature.

Meantime, shelve the newsreel. No one cares

INT. SAN SIMEON. WELLES' SUITE_EVENING

Orson Welles, elegant and impressive, is flourishing a cigarette and a
coin in his magnificently expressive hands He is perfecting a magic
trick.

Welles is lounging on the bed of an enormous guest suite at San Simeon.
He is wearing a tuxedo.

In the bathroom beyond him we can see the writer HERMAN MANKIEWICZ
("MANK". )

Mank is a wonderful wreck of a human being. 43 years old, but looking
considerably older, he is short and squat and bitter. A compulsive
gambler and drinker, Mank still glimmers with wry humor that is equally
wicked and corrosive. He is incomplete without the stub of a cigar
clenched in his teeth.

Mank, also dressed in a tuxedo, is looking at himself in the bathroom
mirror as he struggles with his bow tie. He occasionally glances in the
mirror to Welles.

Title: JANUARY 3, 1940

		MANK
	I don't know what you expected with Joseph-
	fucking-Conrad for Chrissake. I mean this is
	Hollywood, pal.

		WELLES
	All right! Enough! I've heard this from Schaefer
	and RKO. I've heard it from everyone--

		MANK
	But you keep coming up with the same elitist crap -
	- HEART OF DARKNESS with a million dollar budget?! -
	- no one wants to see that.

		WELLES
	Nonsense

Welles dramatically taps the cigarette on the coin, practicing his
trick as:

		MANK
	What are movies about, Orson?

		WELLES
	Forget it-

		MANK
	What are movies about?

		WELLES
	Telling stories.

		MANK
	Nope.

		WELLES
	Showing life

		MANK
	Who the hell wants to see life?! People are sick to
	death of life! They want make-believe, pal. Fantasy.
	They want Tarzan and Jane, not Tristan and Isolde.

Welles quickly makes the cigarette seem to completely pass through the
coin. An astounding bit of slight of hand.

		WELLES
	   (happily)
	 Magic

		MANK
	Butts on seats. That's what movies are about. You
	got one job in Hollywood -- everyone has the same
	job, in fact -- putting the butts on the seats. You
	gotta sell 'em popcorn and Pepsi- cola. It's all
	about popcorn and Pepsi-cola.

		WELLES
	Not for me.

		MANK
	Then you better get ready to be the youngest never-
	was in Hollywood history.

		WELLES
	That's better than being the oldest has-been in
	Hollywood history.

		MANK
	You're a laugh-riot, kid.

Welles laughs and goes to Mank in the bathroom.

		WELLES
	Here, turn around.

Welles ties Mank's bow tie for him as:

		WELLES
	So, we've got to come up with our movie. Our
	biography.

		MANK
	Right-

		WELLES
	We find the man and then we dissect him-

		MANK
	Like a bug.

		WELLES
	But with compassion and insight--

		MANK
	   (glancing at his watch)
	 Christ, we gotta go! The old man doesn't cotton to
	lateness.

Mank takes a quick swig from a flask of vodka, shoves it into his coat
and scurries into the other room as Welles checks himself in the
mirror.

A beat. Welles smiles, confident and resplendent

		WELLES
	   (into the mirror)
	 How do you do, Mr. Hearst? My name is Orson
	Welles.

INT. SAN SIMEON. HALLWAY_FOLLOWING


Welles and Mank walk through an impressive upstairs hallway of San
Simeon. Quick glimpses of the astounding grandeur everywhere around
them as:

		WELLES
	How about Howard Hughes? We could do Hughes

		MANK
	I'm not fucking with Hughes. That shit-kicker would
	kill us dead, baby. Just like Jean Harlow

		WELLES
	Howard Hughes killed Jean Harlow?

		MANK
	Sure. Dropped her out of his Lockheed over Utah

They disappear down a long stairway

INT. SAN SIMEON. DINING HALL_EVENING

An explosion of color and an immediate swirl of sound


We are in the Grand Refectory -- the mammoth dining room -- at San
Simeon. Five long tables are placed end to end. There are about fifty
sumptuously dressed guests.

WILLIAM RANDOLPH HEARST and MARION DAVIES preside, side by side,
at the
center table.

Hearst is 76 years old. He is a fully commanding figure, towering in
both height (six foot two) and personality. He is shaped rather like a
pear and moves with a delicacy surprising for such a famously merciless
man. Although the word ruthless does not begin to do justice to the
press baron's animus, Hearst is endlessly polite and almost painfully
soft-spoken.

Marion is 43 years old, a shimmering and lively presence. In a word
that might have been coined for her, she has moxie. While the ravages
of alcoholism have left their subtle marks on the edges and attitudes
of her face, she can still charm and captivate with almost effortless
grace.

Around Hearst's feet sit a collection of his beloved dachshunds.

On the other side of the main table, and down a bit, sit Welles and
Mank.

We sweep around the table, hearing bits of overlapping dialogue and
finally settle on Marion and Hearst.

Marion is charming CAROLE LOMBARD and CLARK GABLE, who sit beside
her.
She tenderly rests one hand on Hearst's arm as she speaks. Marion
speaks with an occasionally pronounced stutter.

		MARION
	And we would hear them scuttling around at night
	with their little red eyes and little yellow t-t-
	teeth and I'm just imagining plague lice jumpin' all
	over the damn place So we set t-t-traps everywhere.
	And every morning we would find the t-t-traps sprung
	but no mice!

		CAROLE LOMBARD
	Houdini mice.

Laughter

		MARION
	Just wait. So one night I notice Pops getting outta
	bed and sneaking away. And he's got this little p-p-
	paper bag with him, right? Middle of the night. So I
	figure the old man's really up to no good this time
	and I follow him. Well I'll be g-g-goddamned if he's
	not springing all the traps and leaving cheese for
	the rats!

		MARION
	You and that freak Disney, in love with the damn
	rats!

Laughter, even from Hearst

		HEARST
	They really are sweet little things

Meanwhile, across the table Welles is rapaciously devouring his dinner
as:

		WELLES
	Sigmund Freud?

		MANK
	Kid, you just got your ass kicked on Joseph Conrad
	and now you're gonna go to Schaefer and tell him you
	wanna do the id and the superego? Stop being so
	goddamn smart.

Mank surreptitiously pours a huge shot of vodka from his flask into his
glass as:

		WELLES
	   (suddenly inspired)
	 Manolete?!

		MANK
	Who the hell's Manolete?

		WELLES
	The great Spanish bullfighter

		MANK
	I don't wanna write about no spic.

		WELLES
	No, it's perfect! When in doubt, put on a cape!
	False noses and faux beards and flowing capes have
	been the life-blood of the actor's craft since the
	days of lrving and Booth. (He flourishes his napkin
	like a bullfighter's cape.) Imagine me in a
	glittering suit of lights on the dusky Andalusian
	plains--

		MARION
	Why Mr. Welles is attempting semaphore

Welles smiles across the table.

Laughter.

		WELLES
	Bullfighting, Miss Davies!

		MARION
	And is dear Mank your b-b-bull?

		WELLES
	My factotum, ally and comrade-in-arms

		MANK
	Writer, flunkie, pimp--

		CAROLE LOMBARD
	   (wry)
	 You fight many bulls there in New York, Orson?

		WELLES
	Ever met Walter Winchell?

		WELLES
	   (expansively, warming into a story)
	 No, when I was but a tender lad--

		CAROLE LOMBARD
	Last week would this be?

Laughter. As Welles speaks the whole table gradually stops eating and
listens to his tale:

		WELLES
	My father and I made a tour of the grand boulevards
	of antique Europe. And when we were in Iberia I had
	the chance to face the bulls. At the knee of the
	great Manolete I took up the cape and sword -
	   (he uses his napkin and knife to
	   demonstrate)
	 -- across from me stood a mammoth bull reputed to
	have gored a full seven men to a grisly demise! So -
	- with Manolete shouting encouragement I flourished
	. . . I flourished again . . . and the bull charged!
	Across the golden dust it came, thundering like the
	great minotaur of legend, closer, ever closer, its
	calamitous hooves pounding into the dirt, shaking
	the earth as I held the crimson eye of the bull with
	my own, defying it -- it was almost upon me and I
	flourished one last time! -- the monster swept past!
	-
	   (he spins his napkin in the air and his
	   knife is now gone, a magic trick)
	 -- and my sword was gone -- buried in the bloody
	eye of the beast!

Applause and laughter from around the table. Then:

		HEARST
	   (quietly)
	 You are evidently a man who knows a great deal
	about bull.

Some nervous titters. A beat as Welles' smile fades and he stares at
Hearst.

		HEARST
	Of all man's malignity -- of all his sadism -- none
	is more depraved than cruelty to animals.

Silence

Mank gives Welles a desperate warning look to keep quiet Welles cannot
resist speaking:

		WELLES
	In Spain the cruelty would be in denying the beast
	a fighting end.

A beat as Hearst rivets Welles with a cold, bland stare Deafening
silence around the table.

Then:

		HEARST
	Who are you, sir?

		WELLES
	My name is Orson Welles

		HEARST
	The actor

		WELLES
	And director.

		HEARST
	I see. And you are in California for what reason?

		WELLES
	To make pictures.


		HEARST
	And what pictures have you made?

A beat.

		WELLES
	None.

A beat. Hearst smiles

		HEARST
	Well, I wish you luck. It is a treacherous
	business.

		WELLES
	So I've been told.

		HEARST
	In Hollywood the fiercest bulls are the most
	brutally killed.

		WELLES
	I'll remember that.

A tense beat. Marion quickly diffuses the situation;

		MARION
	Enough Hollywood talk! Can't anyone talk about
	anything else?

		MANX
	Heard some juicy gossip from Metro.

		MARION
	   (eagerly)
	Ooh, dish.

Laughter. Even from Hearst. Then the dinner chatter continues.

Welles cannot keep his eyes off Hearst, the press baron draws Welles in
like a siren.

Marion gives Hearst a little kiss and grabs Carole Lombard and they
leave the table. Hearst leans into Clark Gable to continue talking.

Welles sits back and reaches for a cigar. Mank takes his arm and
indicates he should stop, nodding his head in Hearst's direction.

		WELLES
	   (quietly)
	 The man doesn't allow drinking or cigars? This is
	monstrous.

		MANK
	The old man has his own way of doing things

		WELLES
	He's nothing but a hypocrite. He preaches morality
	every day in his sordid little papers for everyone
	else in the world but he lives openly with his
	mistress.

Mank sneaks another shot from his flask

		MANK
	Buddy, when you own the largest publishing empire
	in the universe you can do whatever the hell you
	want. Think about it, pal. Every day one out of five
	Americans picks up a Hearst publication. 30
	newspapers, a dozen magazines, a bunch of radio
	stations and the grand dragon of them all. Little
	Miss Louella Parsons. Tends to give you some of that
	ol' noblesse oblige.

Welles studies Hearst across the table.

		WELLES
	Look at those hands. Those are the hands of an
	artist. A modern Caravaggio.

		MANK
	No, baby, those are the hands of a killer

Hearst leans down and feeds his favorite pet dachshund, Helen, table
scraps. He talks to her gently.

		HEARST
	There you are, honey. Aren't you a wonderful girl?

INT. SAN SIMEON. LADIES LOUNGE_FOLLOWING

Marion and Carole Lombard escape into an ornate ladies bathroom.

Marion immediately goes to a cabinet and retrieves a bottle of Scotch
hidden under some towels. She takes a swig and then hands the bottle to
Carole Lombard. She drinks.

Marion lights a cigarette.

		MARION
	God, these parties are the worst

		CAROLE LOMBARD
	You need to get outta here, Rapunzel

		MARION
	That's why he has the parties, he says it's like
	bringing the world to me.

		CAROLE LOMBARD
	Why don't you come down to LA? Stay with us for a
	while.

		MARION
	With about twenty of his spies on my tail. No
	thanks.

Marion hands the cigarette to Carole Lombard A beat.

A beat.

		MARION
	   (somewhat ruefully)
	 It's not so bad here. After all, what girl doesn't
	want to live in a castle?

		MARION
	Mr. Welles certainly is a caution

		CAROLE LOMBARD
	   (smiles)
	 Yeah, Orson's a real piece of work. But deep down,
	he's a good kid. Real deep down.

		MARION
	And attractive in a hammy sort of way.

		CAROLE LOMBARD
	Mm.

A beat. Carole Lombard hands the cigarette back to Marion

		CAROLE LOMBARD
	Listen, you come down and stay with us for a few
	days. Just tell the old man that--

		MARION
	I can't

		CAROLE LOMBARD
	Sure you can, just--

		MARION
	He needs me here.

A beat. Carole Lombard does not respond.

INT. SAN SIMEON. BALLROOM_FOLLOWING

In the cavernous ballroom, a dance band is playing "I'LL BE SEEING
YOU."

The guests mingle and dance

Welles and Mank wander as Welles takes in the impressive surroundings.

		WELLES
	"In Xanadu did Kubla Khan a stately pleasure dome
	decree. . . "How big is it, all told? The estate?

		MANK
	The whole joint is half the size of Rhode Island.

		WELLES
	Jesus

		MANK
	Yeah, it's the place God would have built, if he'd
	had the money.

Carole Lombard and Marion return, rather giggly

		MARION
	Mankie, Mankie d-d-dance with me

		MANK
	You've been naughty, haven't you, honey?

		MARION
	Shit, can you smell it? You got any sen-sen?

		MANK
	Sorry.

		MARION
	Mr. Welles, you got any--? Oh fuck it.

She goes off in search of Hearst.

		CAROLE LOMBARD
	Meanwhile, Orson, I thought your bullfighting story
	was nifty. Let's cut a rug.

She pulls Welles to the dance floor Mank wanders away and takes another
swig from his flask.

As Welles and Carole Lombard dance, Welles keeps an eye on Hearst and
Marion who are dancing nearby.

		CAROLE LOMBARD
	So you ever gonna do a picture?

		WELLES
	Not you too

		CAROLE LOMBARD
	   (smiles)
	 It's gonna be fine, Orson. You're gonna do great.

		WELLES
	I wonder sometimes.

		CAROLE LOMBARD
	You're just scared.

		WELLES
	Am I?

		CAROLS LOMBARD
	Sure

		WELLES
	And what am I scared of?

		CAROLE LOMBARD
	Of being found out. Of not being a genius

		WELLES
	   (smiles)
	 Oh, but haven't you heard? I'm the Boy Wonder.
	I've been a genius since the moment I was born.

		CAROLE LOMBARD
	We've known each other too long, Orson. Sling the
	bullshit elsewhere.

		WELLES
	Carole, you wound me! As if I could hope to pacify
	you with evasions of--

		CAROLE LOMBARD
	Don't insult me with your cute press quotes Save it
	for Louella.

She stops and looks at him firmly

		CAROLE LOMBARD
	You make your mark, Orson.

Nearby Marion pulls away from Hearst sharply, drawing Welles'
attention. He overhears:

		MARION
	Goddamn it. I gotta have some kinda life!

		HEARST
	There's no call for that language-

		MARION
	There certainly is I There certainly is! Aw, to
	hell with you!

She storms off. Welles and Carole Lombard watch her go

		WELLES
	That poor woman.

		CAROLE LOMBARD
	   (sadly)
	 She knew what she was signing on for After all,
	she took the money.

Welles watches as Hearst stands alone on the dance floor We hear the
sound of a lion roaring in the distance

INT. SAN SIMEON. WELLES' SUITE_NIGHT

Welles, again dressed in a tuxedo, lies on his bed

Through the open balcony doors he can hear the eerie sound of lions
roaring and elephants trumpeting in the night.

He stand and wanders to the balcony. Below him he can see bits and
pieces of Hearst's private zoo in the moonlight: a lion pacing
relentlessly back and forth; an alligator slipping into the water; a
monkey slamming into the bars of its cage.

The disquieting sounds of the menagerie float through the midnight air.

Welles leaves his suite

INT. SAN SIMEON. HALLWAYS_FOLLOWING

Welles roams the seemingly endless hallways of San Simeon. In the half-
light they begin to resemble his own cinematic dream-palace, Xanadu.

He hears the ghostly echo of a song, "WHERE OR WHEN".

He curiously follows the sound, taking in the fabulous castle
everywhere around him.

He passes by the door to the Assembly Room. Inside, shafts of light
illuminate portions of huge, uncompleted jigsaw puzzles.

INT. SAN SIMEON. BALLROOM_FOLLOWING

"WHERE OR WHEN" is now clear.

Welles stands in the shadows of a balcony overlooking the great
ballroom.

Below him a phonograph record spins lazily on a turntable standing of
the floor of the deserted ballroom.

And Hearst and Marion are enjoying a quiet dance together, her head
nestled on his shoulder.

Welles stares and stares at them And slowly smiles. We linger on Hearst
and Marion as they dance

EXT. WELLES' HOUSE. POOL_DAY

Welles, wrapped in a bathrobe, is pacing quickly around the perimeter
of his backyard pool. He is puffing on a cigar and grunting to himself
as he scribbles down notes.

Mank, wearing sunglasses and a battered fedora and looking decidedly
hung-over, comes from the house to the pool.

Welles roars up to him:

		WELLES
	Mank! You scoundrel! What took you so long?!

		MANK
	   (pained)
	 Orson, please ... it's too bright

Welles takes Mank's fedora and flings it away.

		WELLES
	Here you are, up with the birds for once, you
	vampire!

		MANK
	   (settling into a deck chair)
	 Okay, boy wonder, what?

		WELLES
	Listen ... I've got it! It came to me like a thief
	in the night! Pure inspiration! Total magnificence!

Mank takes a glass from a tray of orange juice and pours vodka from a
flask into his juice as:

		MANK
	Oh for Christ's sake-

		WELLES
	I know who we're going to get I The great American
	biography! A journey into the soul of the beast.

		MANK
	This better be good

		WELLES
	Image a man that has shaped his time. A titanic
	figure of limitless influence. Think about empire. A
	man with an empire at his feet. A man, like a baron,
	living in a palace, a glorious palace on a hill, and
	controlling the permutations of everyone beneath
	him. Feudal.

		MANK
	   (realizing)
	 Oh Christ...

		WELLES
	Image the possibilities as this man controls the
	public perception of the nation through his--

		MANK
	Oh Christ

A beat as Welles stands in triumph before Mank.

		WELLES
	Yes.

		MANK
	   (quietly)
	 Please don't say this.

		WELLES
	Mank-

		MANK
	Don't whisper it. Don't even think it

		WELLES
	How long have we spent casting our minds about the
	world when the answer to our prayers was right here
	under our noses -- every single day in the
	newspapers and on the radio -- waiting for us in
	that ridiculous castle! Waiting for--!

		MANK
	Orson. Stop. Just stop

Welles quickly sits in a deck chair next to Mank as:

Beat

		WELLES
	Now remember he's a public figure who sought out
	that publicity so legally he can't stop us from--

		MANK
	   (laughs coldly) Listen to you. You
	   child! Men like him don't bother with
	   things like legality. They don't have to.
	   You know why, boy-o?   Power.   Power
	   like you couldn't even begin to imagine.

		MANK
	Howard Hughes, he would just kill us. Hearst he
	would kill us and fuck everything we ever loved.

		WELLES
	We're doing Hearst.

A beat. Mank slowly removes his sunglasses and leans forward, dead
serious.

A beat.

		MANK
	You may think you know what you're talking about,
	kid, but believe me, you don't. You're talking about
	going into a battle you can never win on a
	battlefield so far above things like movies and
	Hollywood that Hearst won't even have to glance down
	when he crushes you. When he flicks you away with
	one finger. I'm talking about money and influence
	and evil beyond your capacity to imagine Hell.

		WELLES
	So speaks the court jester.

		MANK
	Fuck you

		WELLES
	I expected more from you.

		MANK
	Sorry to disappoint.

		WELLES
	   (with building venom)
	How does it feel, Mank? Going up to the palace and
	making all the lords and ladies laugh as you tell
	your little stories and beg for crumbs at the table?
	How does it feel being the ugly little monkey they
	keep to amuse themselves--?!

Mank leaps to his feet

		MANK
	It feels just fine, you pompous fuck-

Welles blocks Mank's way. Mank retreats. Welles pursues him around the
pool as:

		WELLES
	I remember a man who wrote I He was a brilliant
	writer who dazzled me time and time again with his
	wit and insight--

		MANK
	Don't do this

		WELLES
	Where did he go? He hasn't had a screen credit in
	four years--

		MANK
	Don't do this

		WELLES
	   (savagely)
	--Because he has been so furiously busy wasting
	himself. Amusing his keepers. Because he is a
	sycophant! Because he has been thrown out of every
	studio in Hollywood and no one will hire him because
	he's a drunk- -!

Mank spins on him:

		MANK
	AND YOU'RE NOTHING BUT A GODDAMN PHONY! What is all
	this "Orson Welles" bullshit?! This boy genius
	crap?! What the fuck did you ever CREATE? You're
	just another goddamn ACTOR!

Welles shoves Mank violently. Mank goes sailing into the pool.

Mank splashes to the surface and stands for a shocked moment and then
wades to the edge of the pool. Miraculously, and like the true drinker
he is, Mank is still holding his glass of juice and vodka, now
supplemented with pool water.

Welles stands above him, blocking his exit from the pool. From this low
angle Welles suddenly looks startlingly Kane- like.

A pause

		MANK
	Let me out.

		WELLES
	Listen to me-

		MANK
	Fuck you--

		WELLES
I am giving you the last chance you will ever have to be yourself
again!

		MANK
	   (suddenly)
	I don't have it anymore?!

		MANK
	When I was a kid I wanted to scorch the world too -
	- I had all kinda dreams about making great pictures
	and telling great stories. But all that's finished
	for me--

		WELLES
	It doesn't have to be

		MANK
	And yeah, sure, Hearst's a great subject. Been
	keeping notes on him for years for my ...
	   (he laughs bitterly)
	great American novel. But I can't do it anymore. No
	studio's gonna hire me and I - -

		WELLES
	I'll hire you  -- right now-

		MANK
	 I can't do it. okay?! I drink too much -- I drink
	all the fucking time and I don't have it anymore.
	All that is over for me--

		WELLES
	   (roars)
	NOT UNLESS I. TELL YOU IT IS

A tense pause

Welles kneels by the edge of the pool, effortlessly switching gears.

		WELLES
	   (deeply)
	Look, Mank, this is our only chance

I know this is the story. And now is the time. And I cannot do it
without you. Everything in my life -- all the promise and potential and
dreams -- have led to this moment right now. To you and me. Right here.

A pause. Welles gazes at Mank, imploring

		MANK
	He'll destroy us.

		WELLES
	Then let him. What have we got to lose, you and I?

A long beat Welles leans close to him.

		WELLES
	Take my hand, Mank. And we'll dance one last time.
	We'll dance to the music of the angels. We'll make
	history. We'll scorch the earth. We will ...
	astonish them all.

Silence as Welles offers his hand to Mank.

Mank takes a sip from his glass of juice, vodka and pool water.

		MANK
	Thank God you don't write dialogue

INT. WELLES' LIVING ROOM_DAY

Mank is slowly sharpening a series of pencils with a pocket knife,
blank pads waiting. Welles is standing across the room from him.

		WELLES
	So, who is he? We have to know him.

		MANK
	Everyone sees someone different. That's what we
	show.

		WELLES
	How?

		MANK
	Like a jewel. Turn it in the light and a different
	facet is illuminated.

Mank finishes sharpening his last pencil and picks up a pad He smiles
to Welles

		MANK
	Go

And we leap into MONTAGE -- WELLES AND MANK BRAINSTORM

A rush of jazzy. Gene Krupa percussion as Welles and Mank develop their
story.

We see images of feverish creativity. Welles raging, pleading, arguing,
pushing. Mank responding, laughing, drinking, writing.

It is a passionate dance of creation Welles' tennis court Mank and
Welles are on the tennis court, but hard at work.

Mank waits for Welles to serve. Welles bounces the tennis ball, but is
too preoccupied to serve as:

		WELLES
	The key -- the key -- the clue -- what does this
	man recall on his death bed? Okay, Mank, you're
	dying. What's the last image that comes to you?
	Right now.

		MANK
	This girl on a dock. White dress. Never said a word
	to her.

		WELLES
	Why her?

		MANK
	She was . . . innocent

A beat, Welles deep in thought. Mank watches Welles closely.

		MANK
	So when was our man innocent? Was there a moment
	early on -- of innocence and bliss? There must have
	been. Okay, you're dying - what do you think?

Welles does not answer. He continues to bounce the tennis ball, deep in
thought.

A beat

		MANK
	   (probing)
	Something you lost maybe?

		MANK
	Something you can never get back?

Mank watches as Welles lets the tennis ball drop. It bounces and rolls
-- for a fleeting moment in Welles' mind  it seems to become the rolling
snow globe from KANE -- we hear the sound of sleigh bells and a child's
happy voice -- in the snow globe we seem to see a boy laughing and
pelting his father with snowballs. . .

Then more images, mad and outlandish and sedate and solemn; in the
kitchen, in a car, around the pool, in a bar.

Welles and Mank act out scenes and argue. They leap from character to
character fearlessly. Emoting and laughing and writing. We see the twin
joy and terror of walking the tightrope, of sheer creation.

We see them having a ferocious argument. They scream back and forth
angrily and then Mank storms out and slams the door. Welles stands
alone in his living room, he catches a glimpse of his own reflection in
a mirror and we hear:

		MANK'S VOICE
	Men like Hearst don't love..

Welles' living room: Welles is slowly advancing on Mank.

Mank sits, watching Welles approach. The living room is now filthy.
Papers and sketches and gin bottles are discarded everywhere around
them, a thick cloud of cigar smoke. It is very late at night and the
room is in semi-darkness.

		WELLES
	All men love. But men like Hearst -- they don't
	bother with convention because--

		MANK
	They don't have to.

		WELLES
	He loves in his own way. On his conditions. Because
	those are the only conditions he has ever known.

Welles is now standing over Mank, a dark figure in silhouette. Mank
soaks in this somewhat ominous image.

More music and images: eating and working; swimming and working;
playing and working simultaneously.

Then: Beach:

Sunset. We see them walking along a deserted beach Welles is walking in
the surf, his trousers rolled.

		WELLES
	   (quietly)
	Hearst looks down at the world at his feet
	Everything has always been beneath him.

		MANK
	And what does he see?

		WELLES
	The people. When they pay him homage, he adores
	them. But when they have the ... audacity to
	question him. To doubt him. To embarrass him. Then
	he despises them.

		MANK
	And when he looks up? What does he dream about?

31

Welles stops and looks up. A thousand stars twinkle above him. They are
reflected in his eyes.

A long pause as he does not answer Mank Then

		MANK
	I'm ready to write it, Orson

Welles turns to him. You're sure?

Yeah. Mank gazes at Welles.

		WELLES

		MANK

I know him The clatter of an old typewriter is heard. EXT/INT +
BUNGALOW. VICTORVILLE_DAY

Victorville is a rural desert community in San Bernadino County about
90 miles from LA.

Mank and John Houseman are ensconced in a bungalow at Campbell's Guest
Ranch, writing the movie.

Mank, smoking a cigar, paces around the cacti and shrubs in the
backyard reciting to their secretary. She pounds away on a typewriter
as he orates. A huge stack of papers lies neatly by her typewriter.
This is clearly the longest screenplay in the history of the world.

		MANK
	Leiand: "You talk about the people as if you owned
	them. As though they belonged to you. But you don't
	really care about anything except you."  Craig: "A
	toast then, Jedediah, to all those people who didn't
	vote for me today and to love on my own terms. Those
	are the only terms anybody ever knows. . . "

We float into the house as we continue to hear Mank's recitation...

Inside, John Houseman is busy rifling through Mank's room as he
listens:

		MANK'S VOICE (CONT.)
	 "...because in the end a man looks into the mirror
	and sees one face looking back not humanity -- not
	"the people" -- one face. And he's got to be able to
	look at that one face and know he was true. "

Houseman uncovers a bottle of vodka hidden under Mank's bed He pours
the bottle down a bathroom drain as he calls out the window:


		JOHN HOUSEMAN
	That's too long. Tighten it up

Outside, Mank snarls and then revises:

		MANK
	You're killin' me here, Housey. Okay, make that,
	Craig: "A toast, Jedediah, to love on my own terms.
	Those are the only terms anybody ever knows, his
	own."

Houseman emerges from the house.

		JOHN HOUSEMAN
	Telegram from The Christ Child

He tears open the telegram and reads:

Beat.

		JOHN HOUSEMAN
	"Schaefer loves the idea. Stop. Start writing.
	Stop. Stop drinking. Stop. Did you work in the
	jigsaw puzzles. Question mark. Don't stop. Stop.
	Love you madly, Orson."

		MANK
	That man makes my brain hurt

We fade to a beautiful drawing of a dark, cavernous room. Perhaps it is
a perfect matte painting from KANE. Real or illusion? The image turns
into...

INT  SOUND STAGE, RKO LOT  DAY

Welles is standing in the middle of an enormous sound stage, empty but
for a table with some elaborate set models. He is;' slowly walking
around the models, studying them, imagining' his movie.

The sound stage door opens and a man enters, carrying a small black
bag. He is cinematographer GREGG TOLAND.

Toland is a quiet, efficient and slim man of 36. He is brilliant and
fearless.

Toland walks to Welles and, without a word, pulls an Oscar statue out
of the bag and sets it down in the middle of one of the set models. He
looks up at Welles as we hear:

		WELLES' VOICE
	And Gregg Toland plunks down his Oscar for
	WUTHERING HEIGHTS and says, "Mr. Welles, I want to
	shoot your picture. . . "

INT. THE BROWN DERBY_DAY\NIGHT

The chic Brown Derby restaurant is the unquestioned palace of Hollywood
celebrities. The smug big-wigs and desperate hangers-on circulate and
score points in the Great Game of Movie Gossip.

In one corner booth sits Hedda Hopper, phoning in the latest salacious
gossip to her newspaper. In the other corner booth Louella Parsons does
the same. They occasionally glance back and forth at each other like
ravenous hyenas eyeing the last bit of carrion.

Welles circulates between them. In a scene reminiscent of the famous
CITIZEN KANE breakfast table scene with Kane and Emily, we shoot back
and forth as Welles applies his considerable charm to both women.

Welles is dressed differently with each of them; breakfast with Hedda
and dinner with Louella.

With Hedda, morning:

		WELLES (CONT.)
	 ... And I said, "Mr. Toland, you are the finest
	cinematographer in Hollywood, why would you desire
	to work with a stumbling neophyte?"

With Louella, night

		WELLES
	And he replied, "Mr. Welles, the only way to learn
	anything new is to work with someone who doesn't
	know a damn thing."

Louella screeches

		LOUELLA
	   (scribbling on a pad)
	Priceless!

With Hedda, morning:

		WELLES
	Hedda, this movie is going to look like no other
	picture ever made.

With Louella, night:

		WELLES
	Tome it's a question of truth and illusion. Don't
	you get tired of the errant falsity in motion
	pictures?

		LOUELLA
	Huh?

		WELLES
	What we are going to do is shoot life -- in all
	it's joyous complexity.

He takes out a coin and begins a magic trick

		WELLES
	Consider this quarter, my dear. You can touch it
	and feel it and were you to lean forward you could
	even smell it. Why is it that in the movies a simple
	bit of reality -- a quarter, a room, a man--

With Hedda, morning:

		WELLES
	Becomes nothing but a lie? A trick. An illusion.

He makes the quarter 'completely disappear. Hedda is charmed

		WELLES
	I will show the reality behind the trick.

He makes the quarter appear again and shows the guts of the trick.

		WELLES
	I will use the illusions of Hollywood to show . . .
	the truth.

		HEDDA
	What does truth have to do with movies?

With Louella, night

		LOUELLA
	   (confused)
	So, what, it went into your other hand?

With Hedda, morning:

		WELLES
	And so the dreamer awakens into the realms of
	reality. He has been given a rendition of the truth.
	He has been treated with respect.

		HEDDA
	Orson, that's all terribly interesting but what's
	all this about you and Dolores Del Rio? Do I hear
	love birds a'singin'?

Welles sighs. With Louella, night:

		LOUELLA
	Now, Orson, you know I'm just dyin' to see your
	picture and I know it's gonna be boffo, but you're
	writing about a publisher, right?

		WELLES
	We're using-

		LOUELLA
	You're not doin' Hearst, are you?

		WELLES
	Good God no! The character is a delicious
	amalgamation of various press barons--

		LOUELLA
	A delicious amalgamation, is it?

He leans forward to light her cigarette as:

		WELLES
	That's right. A symphony of those: vaunted and
	valued tellers-of-truth. Those heroic minutemen
	standing sentry on our liberties--

EXT.

		LOUELLA
	Orson, hold on. Look into my eyes. Tell me you are
	not doing Hearst.

		WELLES
	I am not doing Hearst.

INT. BUNGALOW. VICTORVILLE_DAY

Mank and Houseman watch nervously as Welles reads the last page of
their massive screenplay.

The script, almost half a foot high, is piled on a table next to
Welles.

He sets down the last page and looks at Mank. A beat

		WELLES
	It's 350 pages long.

		MANK
	Yeah, but the margins are real wide.

		WELLES
	It is 350 pages of ... ABSOLUTE INSPIRATION!

He leaps up and embraces Mank

		WELLES
	Housey, get us a drink.

Houseman glances at Welles, surprised, but dutifully scampers inside.

		WELLES
	I told you you could do this! How could you have
	ever doubted me!? You must never doubt me again!

Mank laughs

		MANK
	It's good, huh?

		WELLES
	Good?! Good?! Words fail you at last! It's
	terrific! Now I'll have to do some shaping, of
	course, and some of the scenes aren't exactly . . .
	exactly . . .

		MANK
	What?

		WELLES
	Short enough. But this is a grand start And I think
	we need to change the name.

		MANK
	The title?

		WELLES
	No, AMERICAN is a blessed title directly sent from
	God's soul to your mind. We shall never change that!
	I mean the name of the publisher. Charles Foster
	Craig doesn't have the knives-out poetry I need. I
	was thinking about "Kane" -- you like that?

		MANK
	Cain -- like the Bible guy?

		WELLES
	K-A-N-E. One strong syllable. Kane I

		MANK
	   (weakly)Craig is one syllable

		WELLES
	But it's not a great syllable

Houseman returns with a tray of drinks. Welles hands glasses all around
as:

		MANK
	I --um-- I don't know if I should. I ain't been
	drinking since I started on this--

		WELLES
	   ( toasting)
	To my invaluable comrade Drink up!

Mank is stunned Welles smiles and drinks.

INT. CAR. DESERT ROADS_DAY

Welles sits in the back of his limo as his chauffeur speeds him back to
Los Angeles.

He goes through the script with a fervent intensity. He crosses out
huge sections and tosses away entire pages. The' floor around his feet
is littered with discarded pages.

Mank sits drinking heavily as the sun sets in the distance Houseman is
busy packing in the house behind him.

Houseman notices Mank and goes to him They stare at the crimson of the
setting sun for a moment

		MANK
	I'm out, aren't I?

		HOUSEMAN
	Welcome to the world of Orson Welles.

We focus on Mank's glowering face. But the background is somehow
different. We are at...

INT. MANK'S CAR_NIGHT

Late at night. Mank is sitting in his car, drinking from his flask and
listening to period jazz music from the car radio. He is parked outside
Welles' house, waiting and seething and very drunk.

He sees Welles pulling into his driveway and climbing out of his car.
Mank takes a final swig and then bolts after him, carrying a script. .
.

EXT. WELLES ' HOUSE_FOLLOWING

Mank roars unsteadily up to Welles:

		MANK
	YOU FUCK! YOU SELFISH FUCK!

Mank flings the script in Welles' face. Welles recoils

		WELLES
	Jesus Christ --

		MANK
	YOU CAN'T DO THIS TOME -- THIS WAS OUR STORY,
	REMEMBER? -- YOU AND ME AND GODDAMN EVERYONE ELSE -
	- REMEMBER THAT?!

Mank snatches up the script and thrusts it in Welles' face

		MANK
	Pal from the studio sent this -- you see that?!
	What does it say?! WHAT DOES IT SAY ORSON?!

Welles bats the script away:

		WELLES
	Get away from me--

Mank pushes the title page of the script toward Welles as

		MANX
	It says AMERICAN by Orson Welles. YOU TOOK MY NAME
	OFF THE FUCKING SCRIPT!

		WELLES
	It's obviously a mistake, Manki Some steno girl
	made a mistake, alright?!

		MANK
	You can't do this to me--!

Welles spins on him:

		WELLES
	   (savagely)
	I fucking well can! I own your script and I can do
	anything I goddamn want. And don't forget for one
	minute that I took your 350 pages of drunken
	rambling and I made a movie out of them -- and now
	I've got to shoot the bastard. So thank you very
	much, I have all I need. And you can stop calling
	me.

He goes into his house and slams the door.

Mank leans against the door in stunned exhaustion. Then he slides down
the door and sits leaning against it.

		MANK
	   (quietly)
	I hope you choke on it. I hope it kills you.

Inside the darkened House, Welles is leaning against the front door.
Silent.

INT. ,, SAM SIMEON. ASSEMBLY RQOM_NIGHT

The Assembly room is Hearst's private sanctum high in a tower at San
Simeon.

Marion is valiantly trying to piece together a huge jigsaw puzzle.

Hearst enters and goes to her. He puts his hand gently on her shoulder.

		MARION
	This is supposed ta be Siam or some such. Some
	kinda lousy B-B-Balinese temple. This look like a
	temple to you? I can't see it myself--

		HEARST
	   (quietly)
	Darling, I talked to Millicent.

Marion stops working at the puzzle. She does not look up. Beat

		HEARST
	She said no

A pause. Then:

Marion slowly reaches out for the puzzle and delicately place a piece
in the proper position.

		MARION
	There. That's right.

		HEARST
	She's a Catholic. She says it would put her soul in
	peril. Divorce is a very serious sin, apparently.

		MARION
	   (not looking up)
	Nuts. She only cares about the money. She thinks
	I'll make you cut her out of the w-w-w-w...
	   (she clenches her fists)
	will.

A long, difficult pause

		HEARST
	I'm so sorry.

Marion slowly stands and walks to a liquor cabinet and pours a stiff
drink.

Hearst watches sadly, but doesn't say a word

INT. SCHAEFER'S OFFICE. RKO LOT_DAY

Welles paces before Schaefer's massive desk with typical combustible
energy. Behind the desk, huge picture windows show the bustling
activities of the RKO lot.

		WELLES
	It's an awful title, of course, but I can't think
	of anything better. Someone came up with A SEA OF
	UPTURNED FACES -- which has a nice, grand ring to it
	-- and I thought of JOHN CITIZEN, USA but that
	strikes me as a bit Warner Brothers. Or, God forbid,
	Capraesque. I suppose AMERICAN will do for now but--

		SCHAEFER
	CITIZEN KANE

		WELLES
	Pardon?

		SCHAEFER
	CITIZEN KANE There's your title.

Welles muses

		WELLES
	A "Z" and a "K" in the title. That would draw the
	eye. For the poster. I like that THE PRISONER OF
	ZENDA had a "Z" and a "P" and that worked--

		SCHAEFER
	Now look, Orson, let's not get ahead of ourselves.
	The budget projections on this--

		WELLES
	   (theatrically)
	I know, I know! But what more can you expect of
	me?! I have pared this story down to the marrow to
	save money but to cut more would be to--!

		SCHAEFER
	Listen, get off your horse with me. You know I've
	stuck by you since the beginning of time it seems
	like, while the stockholders in New York were ready
	to cut and run and everyone else in Hollywood was
	set to toss me in a rubber room. But your contract
	stipulates a max budget of 500 thousand. This one's
	gonna come in at 750 thousand. What do we do about
	that?

A beat

		SCHAEFER
	Now don't have a fit -- but I want you to think
	again about doing WAR OF THE WORLDS-

		WELLES
	Jesus

		SCHAEFER
	Do WAR OF THE WORLDS as a feature and everyone's
	happy. You make some money and New York's happy and
	you have a track record and then we'll move on to
	KANE.

		WELLES
	Please don't ask me to do this.

		SCHAEFER
	It's the safe bet, Orson. There's nothing wrong
	with that.

A long pause as Welles leans against a wall, his head down He does not
look at Schaefer as:

		WELLES
	   (simply)
	George, I want you to let me make this movie
	because I need to make it. And I don't really know

	why. Afterwards there' II be all the time in the
	world to make money and sell popcorn. And I'll do
	that for you. For RKO and New York. But for now ...
	please let me tell this story.

A beat. Welles finally looks up at Schaefer

		WELLES
	It's your decision, George. If you look into my
	eyes right now and say, go make WAR OF THE WORLDS, I
	will. I'll make it. And, yes, it'll make you money.

And I honestly can't think of a reason in the world why you should let
me do KANE other than that you should.

A long pause as Schaefer studies Welles. Then

		SCHAEFER
	If it'll get you the hell out of my office, go
	ahead and make the picture.

Welles drops his head, too moved to speak.

Then he nods to Schaefer and begins to leave.

		SCHAEFER
	Say thank you, Orson.

Welles glances at him.

		SCHAEFER
	For the title

		WELLES
	   (smiles)
	Ah, it's a grand title.

He sweeps out. Schaefer smiles and shakes his head.

		SCHAEFER
	Like it would kill him to say thank you

EXT. SOUND STAGE. RKO LOT_DAWN

The sun is just rising on the RKO lot. We note a sign on the wall by
the sound stage door:

CITIZEN KANE. RKO PRODUCTION #281. DIRECTOR: ORSON WELLES
ABSOLUTELY NO
ADMITTANCE.

INT. RKO SOUND STAGE_FOLLOWING

Absolute silence.

Welles stands in the mammoth sound stage and looks around, it is as if
he has entered a great cathedral. A few lights illuminate portions of
the stage and giant lighting rigs and scaffolding soar to the unseen
ceiling miles away.

The Xanadu Great Hall set awaits.

Welles slowly walks to the set and stands, surveying his domain,
savoring the moment.

Title: JULY 30, 1940

He clears his throat and speaks, rehearsing his first day speech to the
cast and crew. His voice echoes.

		WELLES
	Today we - -

He stops, surprised by the echo.

		WELLES
	Today we are going to break every rule in motion
	picture history...

No . . We are going to shatter every rule in

Today we are going to shatter the hallowed busts of Griffith and
DeMille and Ford. We are going to show the world a new way of seeing.
Together we will blaze a trail...

As Welles continues to rehearse we slowly ascend the scaffolding and
lighting rigs...

		WELLES' VOICE
	Together we will throw away all the maps and we
	will become -joyously lost in the wilderness. And
	the future cartographers of Hollywood will forever
	chart our course. Following our lead...

We continue to ascend and finally discover two electricians on the
upper catwalk, staring down in amusement, much like the two stagehands
at the opera in KANE.

		WELLES' VOICE
	And do you know why we're going to do this?

Again to Welles on the stage floor: A beat. Welles slowly smiles.

		WELLES
	We're going to do this because it's going to be
	fun.

Above, one of the electrician's throws the switch on a huge spotlight.

Welles is captured in the vibrant white light and Benny Goodman's
immortal "SING, SING, SING" immediately explodes and we are into:

THE MAKING OF CITIZEN KANE

A camera crane sweeps dramatically to the ceiling of the sound stage
and brilliant white lights flash on.

A film clapper snaps: CITIZEN KANE. RKO PRODUCTION 281 DIRECTOR:
ORSON
WELLES.

And we see Welles racing heroically into making his first movie:

In varying KANE makeups he tears through scenes and actors: laughing
with AGNES MOOREHEAD on the cabin set; charming RUTH WARRICK on
the

breakfast table set; berating DOROTHY COMMINGORE on the Great Hall
set...

He speeds back and forth and back and forth from the set to the camera
in the Campaign Headquarters set, never happy with the shot. . .

Gregg Toland watches, bemused, as Welles shifts tiny prop pieces on the
set. . .

Welles bullies and screams and pleads and seduces. Like an obsessed
artistic tornado he is seemingly everywhere at once. We see him
rejecting matte paintings and in makeup and rewriting the script and
trying on costumes and selecting props and leaping into odd positions
looking for the perfect camera angle.

It is very important in this sequence that we see the pressure building
... building ... building ... on Welles.

"SING, SING, SING" continues On the Xanadu stairway set Welles behind
the camera, filming actor Paul Stewart

		PAUL STEWART
	"Rosebud? I'll tell you about Rosebud.

		WELLES
	Again.

A film clapper: take 58

		PAUL STEWART
	"Rosebud? I'll tell you about Rosebud.

		WELLES
	Again.

A film clapper: take 59

		PAUL STEWART
	"Rosebud? I'll tell you about Rosebud.

		WELLES
	Again

"SING. SING, SING" continues...

in a corner of the sound stage:

Welles, in full Kane makeup, studies a miniature model of the Kane
Campaign Headquarters set through a tiny periscope with cinematographer
Gregg Toland.

		WELLES
	It needs a ceiling, Gregg. Real rooms have real
	ceilings.

		GREGG TOLAND
	You want a ceiling on this one too?

		WELLES
	You bet.

		GREGG TOLAND
	Gonna be tough

		WELLES
	   (smiles)
	No, it's gonna be impossible. That's why we're
	doing it.

SING, SING, SING" continues Back on the Xanadu stairway set: Poor Paul
Stewart, now at his wit's ends, continues:

		PAUL STEWART
	"Rosebud? I'll tell you about Rosebud."

		WELLES
	Again

The film clapper: take 112.

		PAUL STEWART
	"Rosebud? I'll tell you about Rosebud

		WELLES
	Again

Paul Stewart screams and collapses. "SING, SING, SING" continues... On
the Atlantic City nightclub set:

Welles watches as the camera crane attempts the dizzying and difficult
maneuver from the skylight at the top of the set

down to Dorothy Commingore as Susan Alexander below. The camera crane
goes out of control and crashes through some light fixtures and swings
crazily down toward Dorothy Commingore. She yelps and leaps away as the
camera barrels through the table and smashes to the floor.

Welles stands next to Toland. A beat.

		WELLES
	Well, that didn't really work

"SING, SING, SING" continues. Back on the, Xanadu stairway set

Paul Stewart, dazed and shattered, is listening intently. Welles stands
with his arms around Stewart, embracing him, whispering into his ear.

		WELLES
	It is the most important line of the picture. You
	will weave the magic of "Rosebud" in a single word -
	- you will say the word in such a way as to impart
	to us the mystery of it. It is a divine and sinister
	mystery worthy only of your talent. In this one word
	the movie soars or falls. Once more, I beg you.

Stewart nods. The film clapper: take 178.

The cameraman leans into the viewfinder. We see his black- and-white
view of the shot through the lens then:

In a cramped editing room we see Welles watching the scene on an old
editing moviola.

On the moviola we see Paul Stewart taking a deep breath and then,
magnificently:

		PAUL STEWART
	   (On moviola)
	"Rosebud? I'll tell you about Rosebud."

		WELLES' VOICE
	   (On moviola)
	Print. ;'

On the moviola we see Stewart laugh hysterically and dance away.

In the editing room, Welles shakes his head

		WELLES
	Actors.

"SING, SING, SING" continues. On the Campaign Headquarters set:

Welles and Toland lie on the floor of the Campaign Headquarters set and
gaze up through viewfinders. They squirm about on the floor and laugh
to one another about their newest outlandish idea.

Then Toland notices something in the catwalks high above the set. A
redheaded ELECTRICIAN.

		TOLAND Orson, you see that electrician up there? The redhead.
He was
on GRAPES OF WRATH. He's a free- lance studio spy. Probably reports
right back to the RKO boys in New York.

Welles slowly stands and THUNDERS:

		WELLES
	STOP EVERYBODY STOP!

All the flurried activity on the sound stage immediately stops.

Every eye turns, terrified, to Welles. Welles glares up at the
redheaded electrician

		WELLES
	YOU COME DOWN HERE!

The electrician slowly climbs down from the rafters. Welles rivets him
every step of the way.

The electrician stops before Welles.

		ELECTRICIAN
	Mr. Welles...?

A tense beat and then Welles fiercely and purposefully spits in the
electrician's face.

The electrician recoils, stunned.

		WELLES
	GET OUT

Welles returns to Toland as the electrician slinks off "SING, SING,
SING" continues as:

We see the magnificent film emerging. Welles watching scenes in a
screening room, his feet up, exhausted, almost asleep, a cigar dangling
from his lips...

We see rushes of Welles going through scenes with Dorothy Commingore as
Susan Alexander. He is relentless with her off camera, driving her to
the harridan outbursts he wants just before he steps into the shot...

We see the crew observing, with great amusement, Welles' stumbling
attempts to learn the "Charlie Kane" dance...

We see Toland shifting lights to achieve deep-focus cross-fades. Welles
rages as the difficult process eats up time...

We see Welles growing increasingly manic. The long hours and the
pressure are clearly taking a toll..

We return to the screening room. Welles is now fully asleep. His cigar
falls from his mouth and begins smoldering on his suit.

"SING, SING, SING" fades at... On a Xanadu set:

Filming a scene. Welles, in old-Kane makeup, is sitting with Dorothy
Commingore as Susan Alexander. He is curiously distracted. She is
pouring tea in the scene:

		DOROTHY COMMINGORE
	"Charlie, you sure got the funniest ways of looking
	at things . "

Welles does not respond. He breaks character

		WELLES
	No -- no -- I'll pour the tea. Sorry. I should pour
	the tea. Let's try that again.

Toland stands behind the camera and watches Welles. There is obviously
something wrong.

		WELLES
	Okay, here we go... Set. Action

Welles pops into character and pours the tea in the scene as:

		DOROTHY COMMINGORE
	"Charlie, you sure got the funniest ways of looking
	at things . "

Welles stops, breaks character again:

		WELLES
	No -- that's not right

He clears his throat and glances at the enormous crew, all staring back
at him expectantly.

		WELLES
	Urn. . . ah . . . yes -- you should definitely pour
	the tea. Okay, again. Sorry.... Set. Action.

They start the scene again. She pours the tea

		DOROTHY COMMINGORE
	"Charlie, you sure got the funniest ways of looking
	at things . "

A pause as she waits for his reply in the scene He sits, frozen.

		TOLAND
	Orson, you wanna take five?

		WELLES
	Five...? Yes. No. We're done today

He slowly walks off the set as he nervously pulls at his tie, tearing
it off.

Toland watches him go.

INT. BROWN DERBY_DAY

Louella is at her usual corner booth, on the phone to one of her many
spies. She is devouring a Cobb salad as she hears:'

		PHONE VOICE
	I don't know if this means anything but I just
	talked to a guy in the RKO art department They've
	got all these books and crap all over the place.
	Pictures of San Simeon.

Louella instantly stops eating

		PHONE VOICE
	For the Welles picture.

		LOUELLA
	Pictures of the castle?

		PHONE VOICE
	Yeah

		LOUELLA
	Thanks, doll. Get me more.

She hangs up, intrigued.

INT. WELLES' HOUSE_

Welles is standing, absolutely lost, in the middle of his living room.
He is still in his old-Kane makeup which is just beginning to peel off
his face.

We hear a low, insistent drum beat, a Gene Krupa riff.

We hear the sound of an ice pick chipping into a block of ice. Welles
glances around. We are no longer in Welles' living room but at. . .

INT. MANK'S HOUSE. SANTA MONICA_DAY

A turntable spins in a corner, playing a Gene Krupa record. Ashtrays
overflow with cigar butts and messy piles of pages are littered around

a typewriter.

Mank's beach house is tiny and on the edge of squalid

Welles, still in his peeling old-Kane makeup, is standing in the middle
of the living room and Mank is in the small kitchenette, chipping ice
for drinks.

A long pause

		WELLES
	And I'm looking at them -- and they're all looking
	at me and I don't know who should pour the tea. '

		MANK
	Uh huh.

		WELLES
	I just can't . . see it anymore

Mank returns to the living room and thrusts a drink in Welles hand.

		WELLES
	I want you back

		MANK
	Fuck you. (He sits.) You wanted me out. I'm out.

		WELLES
	I'm sorry.

		MANK
	I don't care.

Welles hands Mank a folded script from his jacket. Mank looks at it as:

		WELLES
	This is the shooting script we've been using every
	day.

Sure enough, the title page of the script reads: CITIZEN KANE by Herman
J. Mankiewicz and Orson Welles.

		WELLES
	It's just like we always said it would be

Mank hands it back

		MANK
	Too late, kid.

Welles sits.

		WELLES
	Did I ever tell you about my father?

		MANK
	I don't give a shit about-

		WELLES
	He was a drunk. And he was my father and I was
	ashamed of him.

A beat. Welles proceeds quietly and with difficulty.

		WELLES
	He showed me the world, he took me with him
	everywhere -- Europe, China -- and he was so proud
	of me. But he would drink and he would get
	...embarrassing. And I began to resent him Because I
	was so ... sparkling, you see.

So I cut him dead. I turned my back and I walked away because I didn't
need him. He was getting in the way of my "genius." And he would write
me letters, and I never answered them, and he would call me, and I
never took his calls, and he showed up at school and I wouldn't see
him.

Tears are beginning to inch down Welles' face

		WELLES
	When I finally saw him again, he was in a coffin. I
	was fifteen. And all of a sudden he wasn't that
	embarrassing drunk anymore ... he was the man who
	showed me the world.

Welles looks up at Mank, tears now streaming down his face.

		WELLES
	Just like you, Mank.

A long beat. Mank, despite himself, is moved.


To cover his emotion Mank rises and goes into the kitchen to freshen
his drink. We remain tight on Welles as we hear Mank's voice:

		MANK'S VOICE
	So you've lost it? Don't know who should pour the
	tea.

		WELLES
	Yeah

A beat

		MANK'S VOICE
	Orson ... just cut the goddamn tea

		WELLES
	Okay

A beat. Welles reaches for a cigar, tears still wet on his face.

		MANK'S VOICE
	I been thinking about the beach scene. You done
	that yet?

		WELLES

No

		MANK'S VOICE
	Good -- cause I was thinking that we're starting
	the scene too late...

Welles quickly bites off the end of his cigar -- his expression one of
"Gotcha!" -- even as. his cheeks are still wet with tears.

		MANK'S VOICE (CONT.)
	Cause if we don't show Susan watching Kane more
	then we're not building the right tension into the
	scene. See, she's gotta know that...

Welles slowly smiles as the record of Gene Krupa's percussion segues
into the unmistakable rhythms of "SING, SING, SING" and eclipses Mank's
voice...

And we see Welles everywhere, more energized than ever: perilous on a
high crane; stuck in a cramped corner behind the camera; doing magic
tricks for the cast; sleeping as makeup is applied to his face...

Mank is always at Welles' side: supporting; challenging; amusing;
inspiring. . .

We see Welles strutting, raging, boasting, dancing. And again towering.

"SING, SING, SING" finally ends at..

Through the black-and-white viewfinder we see Welles, in full costume
and makeup, carefully walking across the massive Kane Campaign
Headquarters set toward us. We see the low angle black-and-white
camera's perspective.

		TOLAND'S VOICE
	Closer ... closer ... closer -- stop. We just lost
	your head.

		WELLES
	Can you see my shoes?

		TOLAND'S VOICE
	Yeah, but we lose your head.

		WELLES
	Goddamn it Joe -- stand here

JOSEPH COTTON, also in full costume and makeup, steps into the shot and
takes Welles' position as Welles scurries out of the frame. . ..

INT. SOUND STAGE. RKO_NIGHT. FOLLOWING

Welles marches across the set and squirms into position at the camera,
which is right on the floor, and peers up through the viewfinder.

Toland lies next to him. Mank stands to one side and- watches.

		WELLES
	It's just not low enough. This is the scene. We
	have to look up at these two man as pillars soaring
	to the sky. As towering virtues in combat--

		TOLAND
	Spare me the aria, I know what you want--

		WELLES
	I need my shoes in total focus right here and also
	Joe back there--!

		TOLAND
	I know what you want but it can't be done!

		WELLES
	Take apart the fucking camera rig -- we could get a
	few more inches down and then tilt up--

		TOLAND
	Orson -- we can't get the fucking camera any
	fucking lower so find another fucking shot!

Welles thinks for a moment and then bolts up. Toland watches,
mystified, as Welles races to a sound stage fire station and grabs a
fire axe. Welles storms back to the set and raises the axe high. Toland
quickly rolls away. And Welles slams the axe into the wooden floor of
the set. He continues to hack at the floor.

		WELLES
	Come on, Gregg! We'll tear out this floor!

Welles and Toland and various grips hack at the floor

Mank watches, bemused, and checks his watch

Welles and Toland finally tear away the remnants of the wooden floor.
They stare down, defeated. Under the wood is solid concrete.

Welles and Toland stand and stare at the concrete

		TOLAND
	It's midnight, why don't we pick it up tomorrow?

Welles does not answer. He continues to eye the concrete Then:

		WELLES
	Get me a jackhammer.

We see a grip pounding away at the concrete with a jackhammer as
Welles, always in motion, sweeps past Mank and Joseph Cotton.

		MANK
	   (wryly, to Cotton)
	There but for the grace of God, goes God.

Welles slams to a halt in front of the unit physician and thrusts out
an arm. The physician injects him with a dose of B-12.

Welles can barely wait for the injection before he speeds off.

Welles supervises as Toland lowers the camera into the freshly dug hole
in the middle of the sound stage. Mank checks his watch, 3:30 AM.

Welles leaps into the trench to check the camera setup.

Again we see the view through the black-and-white viewfinder. Joseph
Cotton stands at a distance, at the far wall of the set.

		WELLES' VOICE
	Okay, Joe . . . come closer . . . closer

We see Cotton approaching. He finally stops inches away from the
camera. His shoes and the far wall of the set are both in total focus.
It is a breathtaking, vertiginous shot.

Then we see Welles and Joseph Cotton rehearsing and rehearsing and
filming and filming the scene. Endlessly

Finally we seem to be seeing the scene from the movie

		WELLES
	"Well, if you got drunk to talk to me about Miss
	Alexander, don't bother. I'm not interested. I've
	set back the sacred cause of reform, is that it? All
	right, if that's the way they want it, the people
	have made their choice. It's obvious the people
	prefer Jim Gettys to me."

		JOSEPH COTTON
	"You talk about the people as if you owned them. As
	though they belonged to you. As long as I can
	remember, you've talked about--" (he breaks
	character)
	Orson, I am so goddamn tired--

We continue to watch the scene through the viewfinder:

		WELLES
	   (to the camera operator)
	Keep filming.

		JOSEPH COTTON
	I can't remember the lines!

		WELLES
	Then make them up! You're drunk and you're angry.

He shoves Joseph Cotton brutally

		WELLES
	This is the chance you've been waiting for, boy.
	Tell that son of a bitch just what you think of him!

		JOSEPH COTTON
	We're not all hopped up on benzedrine, Orson I Some
	of us humans need sleep!

Welles shoves him again.

		WELLES
	You're not going to get another chance, boy! Look
	right at the monster and you tell him--

		JOSEPH COTTON
	   (deeply)
	"You don't care about anything except you. You just
	want to persuade people that you

		JOSEPH COTTON (CONT.)
	love them so much that they ought to love you back.
	Only you want love on your own terms. "

		WELLES
	"A toast then, Jedediah, to love on my own terms.
	Those are the only terms anybody ever knows, his
	own."

Welles/Kane drinks. A long pause.

		WELLES
	Cut. Print

We jump out of the black-and-white viewfinder and into the scene as
Welles turns to an assistant.

		WELLES
	How 'bout a real drink?

		TOLAND
	We done?

		WELLES
	Yeah.

The crew members exhale and practically collapse

Welles stands and looks around in satisfaction. He takes in the empty
corners of the sound stage, the sets, the cameras Savoring the moment.

		WELLES
	   (quietly)
	It's finished.

He walks to the massive doors of the sound stage and pulls them open.

Sunlight floods in.

Outside it is a blazing morning and the dazzling sunlight silhouettes
Welles.

Welles squints and steps into the glorious sunlight. Mank and Toland
follow. They stand and watch as RKO extras and crews bustle about on
their way to work. The assistant brings a tray of martinis.

They each take a glass. The RKO workers stare at them oddly as they
pass.

Welles toasts them.

		WELLES
	Good morning, good morning. . .

He grabs a passing extra and dances with her as Mank and Toland laugh.

EXT. HEDDA'S MANSION. PATIO_MORNING

Hedda Hopper reclines on her patio. An extremely ugly pug dog sits in

her lap. She has green goo all over her face and a cigarette dangling
from her lips.

Title: THREE MONTHS LATER. JANUARY 3, 1941

She is going through the trades. She stops at a particular item. She
studies it and then reaches for the phone and dials.

		HEDDA
	   (on phone)
	Orson, Hedda here! You naughty boy! You told me
	that I would be positively the first human soul to
	see your masterpiece and here I read in the Reporter
	that there's a screening tonight for the magazines
	... yes, advance deadlines, I understand . . . (she
	smiles) . . . oh, rough cut, uh-huh ... Been there,
	Orson, know the drill. See ya tonight!

She hangs up. Her hideous dog leaps on her and starts licking her face
goo.

		HEDDA
	Get offa me, ya little prick

INT. OUTSIDE AN RKO SCREENING ROOM_NIGHT


Welles paces nervously outside the doors to the screening room.
Schaefer stands leaning against a wall.

From inside we can hear some of the final dialogue from CITIZEN KANE.

		WELLES
	This is an abomination There's no music and--

		SCHAEFER
	They've all seen a rough cut

		WELLES
	The magazines are one thing -- but Hedda! Why did
	we have to let her come?!

		SCHAEFER
	When Hedda says "I'm coming" you mix a lot of
	martinis and you pray.

Silence from inside the screening room. The movie is over. An agonizing
silent pause

Then the doors swing open and the guests stream out. Totally neutral
expressions.

The bejeweled Valkyrie, Hedda herself, finally emerges. She stops
before Welles.

A beat.

She reaches up and pinches his cheek, a bit too hard. And then she
slaps his cheek, a bit too hard.

And then she goes

		WELLES
	What the hell did that mean?!

EXT. HEDDA' S MANSION. PATIO_MORNING

Hedda paces and smokes as she waits on the phone. Finally, she is
connected:

		HEDDA
	   (brightly)
	Why hello, Mr. Hearst! I'm so delighted you could
	take my call. I just wanted to let you know -- I saw
	this Orson Welles picture last night. First
	screening ever, don't cha know, and, Mr. Hearst, I
	don't understand something . . . (she smiles
	wickedly) ... I just don't understand why Louella
	hasn't told you it ' s all about you. . . Yes, oh
	yes . . . My pleasure, sir.

She hangs up

		HEDDA
	Take that, you old cow

INT. SCHAEFER'S OFFICE      DAY

Schaefer sits at his desk, going through some budget sheets. His
intercom buzzes, he presses a button:

		SECRETARY'S VOICE Mr. Schaefer, Miss Parsons is here

		SCHAEFER
	   (into intercom)
	Here? As in right outside the door?

		SECRETARY'S VOICE
	Yes, sir

		SCHAEFER
	   (chipper, into intercom)
	Well, send her in!

He releases his intercom button

		SCHAEFER
	Shit

He bolts up and races to the liquor cabinet as Louella sweeps in like
the Lusitania in fur.

		LOUELLA
	Schaefer, I gotta see this Welles picture

		SCHAEFER
	Louella, hello, I was just fixing a drink, would
	you like--?

		LOUELLA
	   (eyeing gossip)
	You drink at 10 am, do you?

		SCHAEFER
	No -- no -- I mean--

		LOUELLA
	I wanna see the picture today

		SCHAEFER
	That might be a tad difficult because Orson is
	scoring the picture now and he's very particular
	about the music--

		LOUELLA
	Cut the malarkey, buddy. The boss himself wants me
	to see the picture today.

		SCHAEFER
	He personally asked you to?

		LOUELLA
	That's right

Beat

		SCHAEFER
	Hearst?

		LOUELLA
	Uh-huh

Beat

		LOUELLA
	I'll be back at noon. Set it up in screening room
	four.

She sweeps out

		SCHAEFER
	Oh god

INT. RKO SCREENING ROOM_DAY

Louella watches CITIZEN KANE

We watch her enormous face, grim and glowering, bathed in flickering
blue light as we hear a bit of the dialogue:

		" KANE "
	"You'll continue with your singing, Susan. I don't
	propose to have myself made ridiculous. "

		"SUSAN ALEXANDER"
	"You don't propose to have yourself made ridiculous
	I What about me?! I'm the one that's got to do the
	singing! I'm the one who gets the razzberries!"

With that, Louella bolts up and stomps out of the screening^ room... '

INT. OUTSIDE THE SCREENING ROOM_FOLLOWING

Welles and Schaefer are again nervously waiting in the hallway.

Louella slams out the door and almost crashes into Welles A beat as she
glares at him. If looks could kill She storms off

Welles and Schaefer are too stunned even to speak as we hear:

		LOUELLA'S VOICE
	It is . . . assassination.

INT. SAN SIMEON. ASSEMBLY ROOM_DAY

Hearst sits with one of his dachshunds on his lap Louella sits across
from him.

Hearst does not move a muscle in the entire scene.

		LOUELLA (CONT.)
	It's all you. It has the political campaigns and
	the mining fortune and the war with Pulitzer and the
	castle. And ... Marion.

		HEARST
	How so?

		LOUELLA
	The jigsaw puzzles and the, urn, career -- the man
	spending a fortune to make her a star -- only it's
	opera and not movies. And...

		HEARST
	Yes?

		LOUELLA
	 (quietly)
	The drinking.

A beat

		HEARST
	   (very controlled)
	So my life is a subject for mockery. All of it.
	Every detail. Every personal detail.

Louella nods.

A beat.

		HEARST
	Thank you for your time

		LOUELLA
	Thank you, sir. She begins to leave

A beat

A pause

		HEARST
	Miss Parsons, I have one additional question for
	you.

		LOUELLA
	Sir?
	   (stops)

		HEARST
	Why did we not know about this sooner?

		LOUELLA
	Sir?

		HEARST
	I pay you a good deal of money to be my eyes and
	ears in Hollywood, do I not? If you cannot provide
	this simple service you are of no use to me.

		LOUELLA
	Sir, I-

		HEARST
	   (lethally)
	Please be quiet.

A young man has made a motion picture detailing my life. This motion
picture was made at a not insignificant studio. And you knew nothing
about it.

		LOUELLA
	He lied to me

		LOUELLA
	He looked into my face and told me it wasn't about
	you.

		HEARST
	And how do you feel when you are lied to?

A beat.

		LOUELLA
	I want blood

		HEARST
	Good. Retain that feeling. Let it nourish you from
	this day forth. It shall nourish us both

She nods and leaves the room We linger on Hearst, his expression dark
and dangerous.

INT. SCHAEFER'S OFFICE_EVENING

Welles reclines on a sofa, smoking a cigar, orating, while Schaefer
sits at his desk absently flipping through the evening edition of the
LA EXAMINER.

		WELLES
	Give me one dinner with her and I'll sort it out.
	Woman of a certain age are woefully susceptible to a
	younger man's charm. I'll make myself so
	monumentally attractive that

He is distracted by Schaefer flipping through the newspaper anxiously.
Schaefer tears back and forth in the paper and then swivels around in
his chair to grab another newspaper. He flips through it. And then
stops.

		SCHAEFER
	   (sickened)
	Oh Christ...

Welles leaps up and goes to Schaefer's desk.

Schaefer has placed the two newspapers side by side on his desk.

He points to one

		SCHAEFER
	This is the morning edition of the EXAMINER.

He points to the other

		SCHAEFER
	And this is the evening edition. Notice anything?

		WELLES
	The ad..

Indeed, the morning edition contains a large ad for the RKO movie KITTY
FOYLE. In the evening edition the ad has been replaced by innocuous
copy.

		SCHAEFER
	They dumped our ad.

He flips through the evening edition and then looks up at Welles.

		SCHAEFER
	   (quietly)
	They dumped all our ads.

INT. MAYER'S OFFICE_DAY

Louis B. Mayer sits at his massive desk, taking notes Hearst sweeps in.
Mayer is surprised.

		HEARST
	Louis

		MAYER
	Randolph!

		HEARST
	Hope you don't mind my popping in--

		MAYER

No -- no -- sit down, please

		HEARST
	   (sitting)
	What a wretched place this is. I can't come to town
	without feeling filthy. You really must buy that
	parcel of land by the castle and come north.

I only wish I could. You know, business

		HEARST
	Quite. And this is why I came to visit. Have you
	heard about this CITIZEN KANE picture?

		MAYER
	Over at RKO?

A beat.

		HEARST
	Mm. Not a very good picture I am told.

		MAYER
	   (confused)
	Uh-hub.

		HEARST
	Apparently it details the exploits of a publisher
	like myself. Entirely too much like myself. Do you
	follow so far?

		MAYER
	Yeah

A beat.

		HEARST
	I can't see how the release of that picture will do
	anyone any good, really.

		HEARST
	Say, while I'm in town why don't we play 18 holes
	at Bel Air? Or maybe just nine. Do you have time for
	a round today?

He gazes at Mayer. Mayer looks at him, disquieted

A pause.

A beat

		HEARST
	And maybe we could get Mr. Warner and Mr. Goldwyn
	and Mr. Cohn and Mr. Selznick to play as well.

		MAYER
	   (quietly)
	You know that can't happen.

		HEARST
	Oh, why is that?

		HEARST
	Why is that, Louis?

		MAYER
	Bel Air is restricted.


		HEARST
	Oh, that's right. How silly of me to have
	forgotten. I sometimes forget that you're all Jews.
	Lots of people forget that. If they ever knew it.

A tense pause

		HEARST
	See what you can do about this CITIZEN KANE
	picture, won't you?

		MAYER
	   (quietly)
	Yeah

Hearst stands.

		HEARST
	And you'll come out to the castle soon, I hope
	Marion and I would love to see more of you.

He smiles and goes. Mayer sits, shaken

INT. BROWN DERBY_NIGHT

Schaefer sits with Louella in her corner booth

		LOUELLA
	That's right, fella, no Hearst paper will run an
	RKO ad until you agree that CITIZEN KANE will never
	see the light of day.

		SCHAEFER
	Louella, please, be reasonable, I understand you
	have problems with Orson's picture but maybe we can
	work something out--

		LOUELLA
	Nix, sweetie. You shelve it

		SCHAEFER
	Oh for God's sake, Louella-

		LOUELLA
	And Mr. Hearst has authorized me to tell you that
	you're looking at the most beautiful lawsuit in
	history if you release this picture. He'll bleed
	your little studio dry and you can all go on back to
	New York and do Shakespeare with the Boy Wonder.

		SCHAEFER
	Can I talk to Hearst?

		LOUELLA
	You are talking to him.

INT   SAN SIMEON. ASSEMBLY ROOM   DAY

Hearst stands with his arms behind his back, very Kane-like, and
surveys a collection of about 30 newspapers spread around the floor at
his feet. His newspapers.

Marion sits in a corner, doing needlepoint. Hearst picks up one of his
papers

		HEARST
	The Journal was pretty harsh to Roosevelt today.

		MARION
	You oughta lay off him -- he is the p-p-president,
	after all.

		HEARST
	He is a Bolshevik. He will have us at war by the
	end of the year. I think I'm going to run that
	wheelchair picture.

		MARION
	Don't

She holds up her needlepoint

		MARION
	Whaddaya think?

It is a sampler reading: BLESS THIS CASTLE He laughs

JOE WILLICOMBE, Hearst's private secretary, enters quietly. Willicombe
is a serious and sensitive man in his 60's. He is unquestioningly loyal
to the old man.

		WILLICOMBE
	Sir, we got the call.

A moment. Hearst looks at him. Willicombe shakes his head sadly.

		HEARST
	Thank you, Joseph.

Willicombe glides out

A long pause as Hearst moves to a window and stares down at his domain.
Marion watches him.

		MARION
	How bad is it?

		HEARST
	Nothing for you to worry about, darling

		MARION
	Pops

A beat

		HEARST
	The S.E.C. has turned down my request for relief on
	the debts.

		MARION
	How much?

		HEARST
	It's not really--

		MARION
	How much?

A -beat

		HEARST
	125 million.

She is absolutely stunned. A pause

		MARION
	   (softly)
	We're 125 million dollars in debt?

		HEARST
	Yes.

A pause

Hearst continues to gaze out the window. Marion goes to him and holds
him tenderly. ;

They look down at the massive San Simeon estate spreading out like
Wonderland below them.

INT

		MARION
	How does one get 125 million dollars in debt?

		HEARST
	One . . . buys things.

INT. RECORDING STAGE_NIGHT

KANE composer BERNARD HERMANN stands before an orchestra, going over
some of the music for KANE. He tries various measures and makes
adjustments. A movie screen is ready to run sections of the film.

Welles sits at the back of the room, talking quietly to Gregg Toland.
Welles is bewitching, spinning a web:

		WELLES
	We open on Monument Valley. Those towering
	stalagmites reaching up like pleading fingers to
	God. A single figure treads the arid plains. The
	crimson sun is behind him so his shadow stretches
	toward us. He is a simple man wearing a simple robe.
	A profoundly quiet and sad man. Who is he?

Bernard Hermann turns back to Welles and Toland

		BERNARD HERMANN
	Orson, please..

		WELLES
	   (whispering, to Toland)
	Who is he, Gregg?

		TOLAND
	   (realizing)
	Oh, no--

		WELLES
	Yes!

		TOLAND
	He's Christ?

		WELLES
	I'm Christ

		TOLAND
	You want to do the life of Jesus?

		WELLES
	Yes! Vibrant and modern and stark like a Picasso
	sketch drawn to flashes of lightning I We shoot the
	whole thing in the gallant American West--

Mank joins them, carrying a newspaper.

		MANK
	Hey, kid. Gregg.

		WELLES
	Mank, sit down. You missed the opening of the new
	picture but I'll go back--

		MANK
	No, you gotta hear this-

		BERNARD HERMANN
	   (snapping back at them)
	I'm trying to work here!

		WELLES
	Sorry, you keep at it, old boy.

He leads Toland and Mank out of the stage and into the sound proof
recording booth...

INT. _SOUND BOOTH

A few sound engineers and mixers work over recording panels and watch
Hermann and the orchestra as Welles, Toland and Mank enter.

		MANK
	You read Louella?

Welles shudders

		WELLES
	No, but I can imagine. What am I today? A "puny
	upstart" or a "spoiled dilettante" -- no, she
	wouldn't know how to spell that

		MANK
	   (reads)
	"And how is the country to feel when this industry
	continues to employ bedraggled foreigners and
	swarthy refugees instead of real Americans? Doesn't
	Hollywood know there's a Depression on? Don't real
	Americans deserve work?"

		WELLES
	   (laughs)
	Well, at least she's off KANE today

		MANK
	No she's not. Don't you get it, ya lunk? She's
	using code language to the studio bosses.
	"Bedraggled foreigners and swarthy refugees" -- who
	the hell do you think she's talking about?

		WELLES
	   (playfully)
	Hedy Lamarr?

		MANK
	Jews. She's talking about Jews.

beat

Welles' smile fades.

		MANK
	Who owns this town? Who runs every goddamn studio?
	The tribe, baby. These fuckers hear the word "Jew"
	and they start sweating. Like Ester Williams' pool
	they start sweating.

		WELLES
	   (growing tense)
	So they're Jews. . .

		MANK
	This is just the first shot. Maestro. Sooner or
	later she's gonna use the word. And all those boys
	know that there is only one thing this country hates
	more than the coloreds and that's the Jews.

		WELLES
	Christ.

		MANK
	Me, I'm proud to be a Jew, I got no problem. You
	don't like it, fuck you. But with these guys it's
	like a dirty word. All they wanna be is good red-
	white-and-blue Americans, and the way they see it
	you can't be a good American and a Jew. So Sam
	Goldfish becomes Sam Goldwyn and David Selznick
	becomes David 0. Selznick -- like anyone's gonna
	think he's Irish for fuck's sake--

		WELLES
	What does this have to do with--?

		MANK
	   (dead serious)
	Believe you me, they're gonna do anything -- and I
	mean absolutely anything -- to stop that word from
	gettin' out.

		WELLES
	   (sharply)
	What?! Are they going to kill me? Is that what
	they're going to do?!

One of the sound technicians turns to Welles:

		SOUND TECHNICIAN Sorry, Mr. Welles, I can't really hear

Welles, Mank and Toland quickly decamp to a hallway outside the
recording stage...

INT. HALLWAY_FOLLOWING

They emerge into the hallway. Mank lights a cigar.

		MANK
	   (quietly)
	Let me tell you a story, son  So this was 1924,
	right? Hearst was throwing a birthday party for
	Thomas Ince, the old movie producer. They were all
	on the old man's yacht taking a nice jaunt from
	Pedro down to San Diego. Real foggy night it was.
	This was Hearst, Marion, Ince, Charlie Chaplin,
	Louella, the usual gorillas. So Hearst notices
	Marion slip off with Chaplin -- she was screwing
	everyone then -- and the old man goes nuts. Grabs
	his revolver and starts shooting. Just like Tom Mix,
	standing there blasting away through the fog. Boom -
	- boom -- boom -- and Thomas Ince takes a bullet
	through the head. So now there's this dead guy lying
	on the deck. You'll see how this could be quite an
	embarrassment. So the empire goes into action. Nice
	and quiet and Ince was cremated lickety-split. No
	inquest and no police. It was right after this that
	Hearst gives Louella her life-time contract. Just to
	keep her all hush-hush.

A beat as Mank gazes at Welles.

A beat

		MANK
	If he had known about KANE before you made it,
	you'd be dead already.

		WELLES
	   (weakly)
	It's too late. The movie's made

		MANK
	They won't let it out. Not Hearst. Not the other
	studio heads--

		WELLES
	You wrote the damn thing, Mank Aren't you going to
	fight for it?!

		MANK
	   (bitterly)
	I told you this was going to happen! I told you he
	was going to come after us! So we took the chance
	anyway and we lost. That's how it goes, okay? I got
	my check, kid, and so did you -- and that's what
	it's all about -- so fuck it and move on.

Welles leans forward in a sudden explosion of anger

		WELLES
	I WILL NOT MOVE ON! Let them do their worst! These
	petty tyrants! These monstrous, small men Do they
	think they can stop us? I Who are they?! Who are
	they?! THEY ARE . .. ACCOUNTANTS I

Bernard Hermann appears at a doorway from the recording stage.

		BERNARD HERMANN
	We're ready. You want to hear it?

Welles goes with Hermann into the stage. Toland and Mank stand in
silence. Then:

		TOLAND
	His next picture ... he wants to play Christ.

		MANK
	Hope he's planning to start with the crucifixion.

76 INT. RECORDING STAGE_FOLLOWING

Welles sits at the back of the stage, deep in thought

Bernard Hermann raises his baton and prepares to conduct. The opening
shots of KANE -- fog shrouded Xanadu -- are projected on the screen.
Hermann conducts and the orchestra plays.

We watch the first images of the film with the brilliant music.

We pull back to reveal we are at

INT. SAN SIMEON. SCREENING ROOM_NIGHT

Hearst and Marion are sitting in the plush San Simeon screening room,
surrounded by a passel of dachshunds. Five or six friends are also
spread around the room. Joe Willicombe is also present.

We watch their faces as they watch CITIZEN KANE

During this sequence we hear bits and pieces of KANE as we watch Hearst
and Marion react.

We see Marion's initial amusement give way to a forced neutrality.

We see Hearst becoming increasingly uncomfortable, reacting physically,
almost writhing, as his soul is laid bare. Then his face grows cold.
Drained.

We see Joe Willicombe, offended.

We see the other guests, horrified and afraid to even so much as glance
at Hearst.

Finally, we hear the ending of the movie:

		"RAYMOND"
	"Throw that junk in, too.

We hear Bernard Hermann's closing music begin to play out

Hearst abruptly stands, the final images of the film washing over his
face.

		HEARST
	Switch it off SWITCH IT OFF

The film suddenly stops and lights come up around the screening room.

Silence No one looks at Hearst.

		HEARST
	   (quietly)
	Would everyone please leave

The guests and Joe Willicombe solemnly file out A pause

		MARION
	Well -- he got us, didn't he?
She stands and goes quickly to pour a drink. A forced laugh

		MARION
	Nailed us, hub? The crazy old man and his whore.

		HEARST
	Marion--

		MARION
	Bought and p-p-paid for. Just like one of his
	goddamn statues. Well at least in the movie he
	married her!

		HEARST
	This picture--

		MARION
	   (deeply)
	I am not that woman.

A beat.

I know what I could have been. I know what I gave up to stay with you.

		MARION
	   (pained)
	I mean he's even got the goddamn jigsaw puzzles

She dissolves into sobs. He cradles her in the empty screening room

A beat

		MARION
	Why did he do that to us?

INT. SAN SIMEON. ASSEMBLY ROOM_NIGHT

Hearst is as we have never seen him before. He is in a titanic rage.

He paces back and forth violently like a caged animal, becoming
increasingly manic and uncontrolled, clenching his fists and barking to
Joe Willicombe:

		HEARST
	And now of all times -- NOW -- when I am grasping
	on with my fingernails to live at all this Orson We
	lies -- this insect -- this reprehensible insect --
	has the nerve TO CHALLENGE ME! To show my life as
	some cheap sideshow -- A FREAK SHOW -- A DYING,
	IMPOTENT OLD FREAK IN HIS CASTLE!

He smashes a collection of figurines and sends them sailing across the
room. Hearst's rage gives way to a darker passion:

		HEARST
	   (intensely)
	Mr. Willicombe -- you have seen me in adversity --
	you have seen me take on the unions and the Congress
	and the railroads -- and we have risen above -- we
	have risen above. And if that dog Welles thinks he
	can strike at me now -- when he thinks I'm weak when
	he thinks I'm vulnerable -- then he does not fully
	comprehend the man is facing.

		WILLICOMBE Mr. Welles can't know anything about the
difficulties
we're--

		HEARST
	Get me Louella Parsons, now!

Willicombe picks up a phone and begins dialing as Hearst continues:

		HEARST
	This upstart -- this puny man -- how does he even
	dare to imagine he could comprehend my life and my
	world when he crawls with the other insects in the
	sewer -- in the dung -- when we control every moment
	of his life from the instant he is born to the
	instant we decide that he will die! Does he have no
	idea of the power that controls him?!

		WILLICOMBE
	Mr. Hearst, I have Miss Par'

Hearst snatches the phone from Willicombe

		HEARST
	   (on phone)
	Miss Parsons, Mr. Hearst. Use the file

He slams down the phone

		HEARST
	Now get me J. Edgar Hoover

		WILLICOMBE It's very late in Washington-

		HEARST
	Then wake him up!

Willicombe begins to dial

		HEARST
	   (fervently)
	That insect thinks he knows me! He thinks he knows
	my capabilities! When his neck is in my teeth and
	his blood is in my throat then he will know WILLIAM
	RANDOLPH HEARST!

INT. MAYER'S OFFICE. MGM_DAY

Louis B. Mayor's eyes are blinking behind his glasses

In his glasses we can see vague reflections of a series of grainy
photographs showing sex acts and illicit assignations and corpses and
mug shots.

We pull back to reveal Mayer flipping through a stack of photos and
notes.

Louella sits, smoking and supremely confident, across from him.

Mayer finally closes the file and removes his glasses. He rubs his
eyes. He rises unsteadily and goes to a liquor cabinet and pours
himself a stiff drink. He gulps it down and then returns to his desk.

A pause and then he finally looks at Louella

A beat

A beat

A beat.

A pause

		LOUELLA
	So what do we got here, L.B.? We got faggots and
	commies and junkies. We got movie stars screwing
	niggers and little girls. We got killers and
	perverts and whores.

		LOUELLA
	We got MGM and Warner Brothers and Columbia and
	Disney and Fox.

		LOUELLA
	We got Jews

		LOUELLA
	We got Hollywood.

		MAYER
	   (quietly)
	What do you want?

		LOUELLA
	Kill CITIZEN KANE.

		MAYER
	How?

		LOUELLA
	I don't give a shit.

A beat

		LOUELLA
	The boss is working on some stuff and I'm working
	on some stuff. Now I want all you boys working on
	some stuff. Cause if it looks like this picture's
	ever gonna come out -- I start running down the
	street with these pictures like a screaming woman
	with my throat cut, you follow?

J. EDGAR HOOVER'S OFFICE

DAY

Bulldog-like FBI Director HOOVER sits erect at his desk. Behind him an
imposing FBI Seal catches the light.

He presses a button on his intercom.

		HOOVER
	Agent McCabe, if you please.

His secretary, clean-cut FBI agent McCABE, enters quickly with a note
pad. Agent McCabe scribbles as Hoover dictates:

EXT.

		HOOVER
	Open a new file. Heading: Welles, Orson. Native
	born. Communist.

HILLS AROUND SAN SIMEON     DAY

Marion and Joe Willicombe sit in deck chairs under the blazing sun.
Marion absently pets a dachshund in her lap. Servants stand behind them
with lunch and trays of iced tea

They watch Hearst riding a horse in the distance A pause. Then:

		MARION
	How bad is it?

		WILLICOMBE
	Miss Davies--

		MARION
	Come on Joe. How bad is it?

A beat.

		WILLICOMBE
	It's finished

Hearst gallops up to them. A servant helps him down from his horse. He
strides briskly to Marion and Willicombe as:

		HEARST
	I've been thinking about the Tribune in Chicago.
	The Examiner just can't make any headway.
	Circulation is still down. I think we should buy the
	Tribune.

Marion glances to Willicombe and then looks at Hearst with great
tenderness.

		MARION
	Sure, Pops. That's a swell idea

INT. MANK'S HOUSE. SANTA MONICA_DAY

Manks pounding away at a typewriter in his tiny beach house.

He grumbles to himself as he types:

		MANK
	... and Rita Hayworth says: "You see, he truly was
	the Son of God" ... big Toland lighting effect ...
	blah, blah, blah ...

A knock at the door. Mank answers it. Clean-cut FBI Agent McCabe stands
outside. He flashes his badge.

		AGENT McCABE
	Mr. Mankiewicz, I'm Special Agent McCabe of the
	Federal Bureau of Investigation. Might I have a
	moment of your time?

		MANK
	Sure, kid, come in. I'm writing the crucifixion and
	it's a bitch. Sit down

Agent McCabe sits and snaps open a note pad

		AGENT McCABE
	I would like to ask you a few questions about Mr.
	Welles.

		MANK
	You guys after Orson too?

		AGENT McCABE
	Mr. Mankiewicz.

		MANK
	Shoot

		AGENT McCABE
	Are you aware of Mr. Welles' Communist
	affiliations?

		MANK
	Shit, Orson's no pink. He's everything else under
	the sun, but he's no pink.

		AGENT McCABE
	Are you aware of Mr. Welles' Communist
	affiliations?

		MANK
	No, I am not

		AGENT McCABE
	Do you have any knowledge of Communists working
	within the motion picture industry?

		AGENT McCABE
	Do you have any knowledge of Communists working
	within the motion picture industry?

		MANK
	No

		AGENT McCABE
	Are you now or have you ever been a member of, or
	affiliated with, the Communist Party or any of its
	front organizations in the United States?

		MANK
	Stop it

		AGENT McCABE
	Are you now or have you ever been a member of--

		MANK
	I think you better leave

		AGENT McCABE
	Are you now or have you--

		MANK
	   (grim)
	Get the fuck outta my house.

Agent McCabe snaps his note pad closed and stands.

		AGENT McCABE
	   (crisply)
	Thank you for your time, Mr. Mankiewicz. We'll be
	in touch.

Agent McCabe leaves

		MANK
	   (calling after him)
	Don't bother, you low-life prick

Mank slams the door

He stands for a moment, pale, and then goes to the kitchen and pours
himself a stiff drink.

INT. SAN SIMEON, ASSEMBLY ROOM_DAY

Marion is pouring a drink as well. She quickly fills a glass of Scotch
and then begins striding back and forth across the Assembly Room.

Hearst sits quietly at one of the jigsaw puzzles He occasionally and
absently puts a piece in place.

She has clearly been at him for some time

		MARION
	Then you explain it to me?!

		HEARST
	There's nothing to explain

		MARION
	A million dollars a year on art and st-st-statues
	and there's nothing to explain?!

		HEARST
	I will not defend my life to you--

		MARION
	I'm not asking you to defend anything. But we're in
	a pickle and we gotta talk about it.

		HEARST
	We are in no "pickle" -- as you would
	euphemistically have it.

		MARION
	You gotta wake up now. Pops.

		HEARST
	There is nothing to discuss-

		MARION
	You don't have any money left, okay?! That's the
	truth. I don't wanna say it, nobody else will say
	it, but it's the truth. You spent it all. You can't
	buy the Tribune in Chicago -- you can't buy ^ g-g-
	goddamn thing. Now you better face up to it--

		HEARST
	You are being typically theatrical, Marion. I need
	the Tribune to--

		MARION
	You don't need it! That's the problem you always
	think you need everything--

Marion spins to a medieval arras cloth hanging from one wall.

		MARION
	That -- did you need that? How much did that cost?

		HEARST
	It's 12th Century. From Deauville -- in France.

		MARION
	I know where Deauville is for C-C-Christ's sake.

		HEARST
	You needn't use that language with me

		MARION
	Did you need it? Did you need any of it?

		HEARST
	I wanted it

		MARION
	There's a different between want and

		HEARST
	   (tightly)
	Not for me.

		MARION
	   (frustrated)
	But why? Just so you can show it all off -- just so
	everyone can see what a b-b-big man you are?!

He stands quickly

		HEARST
	   (angrily)
	That's right. You've captured me exactly.
	Goodnight.

		MARION
	You will not walk out on me

		HEARST
	You are repellant when you drink.

		MARION
	Tough shit. We need to t-t-talk about this--

		HEARST
	You are slovenly and unattractive and I won't (he
	mercilessly mimics her) t-t-t-tolerate it.

A cold beat

A pause.

		MARION
	Fuck you, Mr. Kane.

		HEARST
	   (darkly)
	I will not have this in my home.

		MARION
	I just want to understand--

		HEARST
	   (suddenly)
	No, you don't. You want to condemn me, like
	everyone else. You want to point to the pathetic,
	old man grown lunatic with his spending -- trapped
	in his ridiculous

		HEARST  (CONT.)
	castle -- still fighting old battles he will never
	win with Pulitzer and Roosevelt and Hollywood--

		MARION
	I don't want you to--

		HEARST
	There is nothing to understand but this:   I am a
	man who could have been great, but was not.

He leaves

INT. SAN SIMEOM. MARION'S BEDROOM_DAY

A silent scene as we see Marion rummaging through some drawers in her
vanity table.

A suitcase can be seen on the bed behind her.

She removes various jewelry cases and pours an astounding array of gems
into a black leather pouch.

INT. _ELIZABETH ARDEN SALON. BEVERLY HILLS_DAY

Marion sits with Carole Lombard in a secluded section of the luxurious
salon.

A quiet scene.

		MARION
	When I met him I was just 20. And he was 55. I saw
	the gold ring and just grabbed on. And he was going
	to make me a star.

		CAROLE LOMBARD
	And he did.

A beat.

		MARION
	When I was making movies I kept begging him to let
	me do comedies. Silly stuff, you know. But Pops
	doesn't get comedy too well so he kept putting me in
	all those godawful p-p-period dramas.

Carole Lombard smiles.

		MARION
	I did my best but, well, you know me

		CAROLE LOMBARD
	Sure

		MARION
	Thing that bothers me now, though, looking back is
	that I really think I could have been something ...
	special.

		CAROLE LOMBARD
	Thinking like that is only gonna drive you nuts You
	were a great star and you had a good run. That
	oughta be enough.

		MARION
	Yeah. But all of a sudden it's not

		MARION
	You know this CITIZEN KANE picture? About Pops and
	everything?

		CAROLE LOMBARD
	Uh-huh

		MARION
	The character that's supposed to be me, Susan
	Alexander--

		CAROLE LOMBARD
	Marion, everyone knows you're not like that--

		MARION
	But I am That's the killer, honey.

This little girl comes from nowhere and gets discovered by this guy.
And maybe she has some real talent way deep down. But he pays the bills
and he makes the decisions. And somewhere along the way ... she gets
lost.

		MARION
	It's hell when you gotta look back and say,
	goddamn, what I could have been.

JEWELRY STORE. BEVERLY HILLS

Marion enters a posh Beverly Hills jewelry shop. She is wearing
sunglasses.

She nervously goes to the counter and the SHOP OWNER glides to her. For
Marion, the entire experience is humiliating. This results in her
stutter becoming increasingly more pronounced.

		SHOP OWNER
	May I help you?

		MARION
	I, um, need an estimate on some jewelry I might
	wish to sell. But d-d-discretion is very important
	to me b-b-because I don't want anyone t-t-to, um,
	know that--

		SHOP OWNER
	Excuse me, I hope this isn't rude, but aren't you
	Marion Davies?

		MARION
	Yes.

		SHOP OWNER
	Well, this is a great pleasure. Miss Davies! I just
	saw that ENCHANTMENT is playing at a the Tivoli, the
	revival house in Santa Monica. That was a fine
	picture!

		MARION
	Thank you-

		SHOP OWNER
	Not one of them today has what you had, Miss
	Davies. Not one of them.

		MARION
	Thank you -- b-b-but I'd really like t-t-to--

		SHOP OWNER
	Of course, of course. How can we be of service?

		MARION
	As I said I have some j-j-j-j- (she simply can't
	get the word out) that I might wish t-t-to sell and
	I wanted an estimate--

		SHOP OWNER
	Surely My pleasure, Miss Davies..

Marion removes the leather pouch from her purse and pours a stunning
collection of jewelry on a black felt tablet on the counter.

		SHOP OWNER
	   (awed)
	My Lord. . .

Marion removes her sunglasses and looks at him. Her eyes are red.

		MARION
	How much for the lot?

EXT. RKO LOT_DAY

Welles is pursuing Schaefer as they stride through the bustling RKO
backlot.

		SCHAEFER
	What do you want me to do, Orson? Radio City won't
	premiere the picture. Louella threatened them with
	some bullshit about

		WELLES
	Then find another theater

		SCHAEFER
	You don't think I've tried? No one is willing to
	open the picture

		WELLES
	Then we'll open it in Detroit or Dallas or
	Kalamazoo for God's sake! We'll show it in goddamn
	circus tents and--!

Schaefer stops.

		SCHAEFER
	Listen to me. The press ban is killing us and the
	distributors won't book it. And meantime I'm dealing
	with the stockholders in New York who are scared
	shitless -- and I'm this far from getting fired
	myself -- and you don't have a friend in the world
	but me right now. So you have got to trust that I'll
	do what I can to--

		WELLES
	   (desperately)
	"Do what you can"?! That's not good enough I

		SCHAEFER
	Well it' s all you've got !

		WELLES
	   (suddenly)
	You're with them, aren't you? You're going to bury
	my movie. They bought you!

		SCHAEFER
	   (turning away)
	For Christ's sake, shut up--

		WELLES
	Why don't you just have the guts to admit it

		SCHAEFER
	   (spinning on him)
	How dare you talk to me like that! Do you think I'm
	like all the rest of those pirates?! Like Mayer and
	Warner? Is that what you think--?!

		WELLES
	It's just that my movie is so-

		SCHAEFER
	   (savagely)
	"Your movie" -- I am so sick of that! It's your
	movie -- but it's his life! Did you ever think about
	that?! Did you ever think about that old man and
	Marion having to watch as you tore them apart?!

		WELLES

I didn't--

		SCHAEFER
	Do you every think for one second that you might
	have some responsibility for what you're doing?! For
	cutting and slashing everything in your way so you
	can have your goddamn movie?!

		WELLES
	That soulless monster gets no tears from me.

		SCHAEFER
	Who the fuck are you trying to kid? You are that
	soulless monster.

Schaefer turns and stomps away Welles stands, lost for a moment in the
dream factory

In a bit of a daze, Welles slowly begins walking through the backlot. A
bustle of loud activity in a corner of the lot draws his attention.

A bulldozer and a dozen workmen are busy tearing down the facade of a
large white mansion. They strip the wood off and toss it into an
incinerator.

Welles sees Schaefer standing before all this activity, deep in
thought.

Welles goes to him and they stand together in silence for a moment as
they watch the house being razed.

		SCHAEFER
	Recognize

Welles shakes his head

		SCHAEFER
	It's Tara. From GONE WITH THE WIND

Pause as they watch Scarlett O'Hara's dream mansion being torn apart.

		WELLES
	It's ... sad

A beat.

		SCHAEFER
	Not really. It's only a set, after all Just lumber.
	.

		SCHAEFER
	   (quietly)
	You know, we make all these pictures, we turn em
	out one after another, without thinking most of the
	time. Just like making toasters or Packards or
	toothpaste. But then sometimes ... something amazing
	happens and you get a GONE WITH THE WIND.

Or a CITIZEN KANE

		SCHAEFER (CONT.)
	And no one can ever take that away from you.

They gaze at the destruction of Tara as we hear:

		RADIO ANNOUNCER (VOICE OVER)
	... and in financial news, rumors continue to swirl
	around the head of publishing baron William Randolph
	Hearst. . .

INT. SAN SIMEON. ROMAN POOL_NIGHT

Hearst sits in a wicker chair by the shimmering in-door Roman Pool. But
for Hearst and the single chair, the pool is deserted and has no other
furniture.

Hearst is staring at the gold and blue mosaic of tiles reflected in the
water.

As we hear:

		RADIO ANNOUNCER (VOICE OVER, CONT.)
	 ... Sources report that the Hearst Empire is
	facing some rocky times ahead as the press lord is
	facing mounting debts and shrinking revenues due to
	over expansion and fiscal mismanagement that have
	resulted in...

The radio voice fades to silence.

The silence continues but for the haunting echo of a lion roaring in
the distance. Then Hearst hears the sound of footsteps echoing on the
tile. He looks up. It is Marion. She walks around the pool to him.

Without a word she hands him a check.

It is made out to William Randolph Hearst in the amount of one million
dollars and is signed Marion Davies.

A long pause. He looks up at her, profoundly moved.

		MARION
	I started out as a gold-digger, ya know But goddamn
	if I didn't fall in love with the guy.

EXT. MAYER'S ESTATE_DAY

A row of six shining limousines are lined up in front of Mayor's
enormous house. The chauffeurs stand together and chat.

EXT.  MAYER'S ESTATE. BACKYARD

Mayer sits in the glorious back garden of his house. Six other men are
gathered around him.

Mayer nods his head to each as we pan around the faces

		MAYER
	Mr. Zanuck ... Mr. Warner ... Mr. Cohn Mr. Disney
	.. . Mr. Goldwyn . . . Mr. Selznick.

A beat.

Thank you all for coming. You got my memo. What do we do?

A beat

		JACK WARNER
	He's a fucking punk, why does Hearst give a shit?

		MAYER
	It's enough that he does

		SAM GOLDWYN
	Would Louella really do it?

		MAYER
	In a New York minute

		DAVID 0. SELZNICK
	I say to hell with Louella and to hell with Hearst!
	Bring 'em on. We can take em.

		HARRY COHN
	We all didn't make GONE WITH THE WIND, ya know.
	Some of us gotta look at this checkbook-wise.

		MAYER
	Who isn't hurting already? All this Jew talk and
	these Communist rumors. Look, he's boycotting RKO
	ads right now -- but how long before he takes on
	Warners or Fox or Columbia?

		HARRY COHN
	Goddamn right.

A beat.

		MAYER
	And if Hearst goes public with all this filthy
	private lives stuff, Hollywood's sunk. He's got us
	nailed. Dates. Times. Photographs for God's sake.

		WALT DISNEY
	I don't mean to be funny, but what could he have on
	Mickey Mouse?

		MAYER
	He's got you so tied in with J. Edgar Hoover and
	America First that you might as well put on a brown
	shirt and kiss those happy little kiddies so-long.

		DAVID 0. SELZNICK
	   (suddenly)
	Have any of you actually seen the movie?

A beat.

		DAVID 0. SELZNICK
	I have. It's probably the greatest motion picture
	ever made. Nothing's going to be the same after
	this. With this one movie he's changed the way we
	see--

		JACK WARNER
	Who the fuck cares?

		DAVID 0. SELZNICK
	I do. And so should all of you--

		JACK WARNER
	Get off the soapbox--

Selznick stands.

		DAVID 0. SELZNICK
	I want no part of this. We should be marching into
	George Schaefer's office and standing with him. He's
	one of us!

		MAYER
	David-

		DAVID 0. SELZNICK
	If I ever got into trouble I'd like to think that
	you all would be with me -- not planning to stab me
	in the back like a bunch of ... a bunch of ...
	producers!

He storms off

		JACK WARNER
	   (to Mayer)
	Your son-in-law meshuaena.

A pause.

Laughter

A pause.

		DISNEY
	   (nervously)
	He's got me and Hoover?

		JACK WARNER
	Relax, Walt, at least he don't have you screwing
	Snow White. I got fucking Errol Flynn on my payroll!

		SAM GOLDWYN
	   (to Mayer)
	You're a smart man, L.B. I suspect you would not
	have called us here without a plan. Give over.

		MAYER
	We will buy the movie and we will destroy it.

		MAYER
	We will assemble a fund between us -- privately,
	'not studio money -- we will assemble this fund and
	we will go to George Schaefer and we will buy the
	negative and every print of CITIZEN KANE and we will
	burn them.

A long pause

		MAYER
	If I do not hear an objection to this agenda in the
	next five seconds I will assume the motion has
	carried.

Five seconds tick by as we focus on the titans of Hollywood

		MAYER
	Very well, my associates will be in touch to
	arrange payment. Thank you for your time.

INT. RECORDING STAGE_DAY

KANE composer Bernard Hermann again stands before the orchestra, his
arm poised, waiting to begin conducting. He is about to record some new
music for the deep-focus Thatcher/Bernstein/Kane scene from CITIZEN
KANE.

Welles sits nearby, supervising everything. Welles nods and on a movie
screen the scene from KANE begins and Hermann starts conducting. The
orchestra plays.

The music carries into and gradually fades during.

INT. SAN SIMEON. ASSEMBLY ROOM_DAY

In a scene eerily reminiscent of the Thatcher/Bernstein/Kane scene,
Marion sits in the extreme foreground, a man we do not know sits at
middle distance at a desk and Hearst stands far away.

Hearst has his back to them and stares out a window.

The new man is MR. LEWIS, a tight banker from New York, 50's.

He looks over a thick legal document on the desk as he speaks:

		LEWIS You will retain some editorial control over the remaining
newspapers but the actual ownership will go to the Conservation
Committee and the banks. We will be immediately closing 12 of the
papers and the wire services. And we will be liquidating other assets
as soon as possible. Most of the land in Mexico as well as your
collection of art and antiquities--

		MARION
	   (quietly)
	Mr. Hearst spent his life collecting that art.

		LEWIS
	   (ignoring her)
	We've been in touch with Gimbels in New York and
	they've agreed to hold a special sale. They're
	giving over an entire floor for the merchandise.
	You'll have to go there in person to sign the bill
	of sale, by the way.

		HEARST
	   (softly, not turning)
	I'll have to sell the animals.

		LEWIS
	And we don't know whether we'll be able to retain
	the castle. The land has some capital and we might
	keep it on as an investment. Maybe break it up into
	smaller units for housing.

A long pause Hearst finally turns and walks to them.

		HEARST
	   (to Lewis)
	When will it come out? When will the public know?

		LEWIS
	We can't keep it a secret, sir. Once we announce
	the Gimbels sale and start liquidating the assets.

		MARION
	   (pained)
	This is your whole life. Pops. Don't do it. We'll
	find another way..

A long beat as he looks at her. Then he quickly signs the document on
the desk. He puts down the pen and leaves the room without a word

INT. SAN SIMEON. STAIRWAY_NIGHT

Marion sits nestled on a sweeping marble stairway Weeping

INT. NIGHTCLUB. HOLLYWOOD_NIGHT

A swank benefit dinner is in progress A band plays

A banner hangs over the nightclub stage: CHILDREN'S MILK FUND BENEFIT,
1940

We float through the elegant crowd and spy Louis B. Mayer and Louella;
Clark Gable and Carole Lombard; all manner of movie stars and power
brokers.

We also spy Schaefer sitting with Mank and Toland and a few other men
and women.

The evening's EMCEE takes the stage

		EMCEE
	Next up we have a real treat. It's Orson Welles.
	Now, during the rehearsal for the benefit tonight
	Orson banished everyone from the club so he could
	proceed in utmost secrecy. But you all know how
	Orson is!

Laughter from the crowd

		EMCEE
	So, lets give a big round of applause for Mr. Orson
	Welles and Miss Rita Hayworth.

Polite applause as Welles bounds to the stage with RITA HAYWORTH and
the band begins to play a buoyant tune.

Schaefer practically drops his fork

Welles is dressed in a padded costume and made up in a way that can
suggest no one but William Randolph Hearst. Rita Hayworth is dressed in
a manner mightily like Marion Davies.

Louella glances to Mayer, daggers. Some knowing laughter from the
audience. Particularly Mank

A line of chorus girls hoof on and join Welles and Rita Hayworth as a
row of harsh footlights snap on, giving the scene a resemblance to the
"Charlie Kane" dance in CITIZEN KANE.

And Welles launches into a jaunty song and dance version of
"DISGUSTINGLY RICH" an almost unknown Rodgers and Hart song;'. Welles
has wickedly changed some of the lines. '

		WELLES
	"I'll buy everything I wear at Saks. I'll print
	gossip and I'll call it facts

		RITA HAYWORTH
	"Swear like a trooper, Live in a stupor--

		WELLES AND RITA HAYWORTH
	"Just disgustingly rich!

		WELLES
	"I'll make money and I'll make it quick, Starting
	little wars I think are slick. Smother her in
	sables, Like Betty Grable's-- Just disgustingly
	rich.  "I'll build a castle, That'll cost a passel.
	And as a resident, I will pan the president I'll
	aspire, Higher and Higher. "I'll get married and
	I'll buy a girl, So darn pretty that your head will
	swirl

		RITA HAYWORTH
	"Swimming in highballs-- Stewed to the eyeballs--

		WELLES AND RITA HAYWORTH
	"Just disgustingly rich!

Welles, Rita Hayworth and the chorines do a nifty soft-shoe turn as
Schaefer turns to Mank:

		SCHAEFER
	   (seriously)
	He truly doesn't care if he ever works again.

		MANK
	Yeah, ain't it swell?

Welles and Rita Hayworth conclude their little dance break and Welles
resumes the song:

		WELLES
	"Ev'ry summer I will sail the sea, On my little
	yacht the Normandie, Pet my little dachshund
	friends, Kiss Louella's big rear end, Just
	disgustingly rich.

About here Louella storms out.

"I'll eat salmon, I'll play backgammon. Turn breakfast into brunch,
I'll take Thomas Ince to lunch I'll aspire, Higher and Higher.

About here Louis B Mayer and a few others storm out.

		RITA HAYWORTH
	"He'll be photographed with Myrna Loy, Just to
	prove he is a glamour boy.

		WELLES
	"Perfumed and scented, Slightly demented-- Just
	disgustingly rich

		RITA HAYWORTH
	"I'll get my capers, Into his papers. Hoping his
	folly would Lead me out to Hollywood. I'll aspire,
	Higher and higher.

About here Schaefer buries his face in his hands

		WELLES AND RITA HAYWORTH
	"In the funnies and the valentines, We'll be
	pictured drinking Ballantine's. Dopey and screwy,
	Voting for Dewey.  Just disgustingly-- Too, too
	disgustingly-- Riiiiich! "

Welles and Rita Hayworth conclude the number with a big flourish.

Some applause

Mank stands and applauds loudly. Laughing. Welles bows solemnly to Mank

EXT. NIGHTCLUB_FOLLOWING

Later that night, Welles is about to climb into his limousine outside
the nightclub with Rita Hayworth when Schaefer suddenly appears and
grabs his lapel.

		WELLES
	   (happily)
	George- -!

Without a word, Schaefer pulls Welles roughly into an alley beside the
nightclub. He slams Welles into the alley wall.

		SCHAEFER
	   (brutally)
	This isn' t some kinda fucking game! You know how
	many people RKO employs?! You know how many people
	depend on what we do for a living?!

		WELLES
	I really think you're

		SCHAEFER
	You wanna commit suicide, fine! You got some death-
	wish, fine! But you will not drag this company down
	with you!

		WELLES
	It was a -joke, George

Schaefer slaps Welles firmly across the face. Welles is stunned.

		SCHAEFER
	There are no jokes! There are people making a
	living. There is food on the table!

Schaefer glares at him and then rages off

Welles straightens his suit and then, with a shaking hand, reaches for
a cigar. He tries to laugh, but cannot.

INT. SCHAEFER'S OFFICE. RKO_DAY

Schaefer sits at his desk, absolutely dazed. Speechless

B. Mayer sits across from him.

		SCHAEFER
	Where did this money come from?

beat

		MAYER
	It came.

		MAYER
	800,000 dollars fully covers the production budget
	and a little more. Hell, George, you even make a
	profit on the deal.

		SCHAEFER
	Very generous

		MAYER
	And we gotta be clear here. I need the negative and
	every existing print.

		SCHAEFER
	To do what?

		MAYER
	That's for me to decide.

		SCHAEFER
	You're going to destroy it

		MAYER
	No, maybe put it on the shelf until the old man
	kicks it.

		SCHAEFER
	You're lying to me.

		MAYER
	We already made the same offer to the stockholders.

Schaefer is stunned.

		SCHAEFER
	You talked to New York?

		MAYER
	Yes

		SCHAEFER
	You talked to Mr. Swanbeck?

Pause.

		MAYER
	Yes

		SCHAEFER
	Get out

		MAYER
	You're bettin' on an inside straight this time.
	You'll never pull it off.

		SCHAEFER
	Get out.

Mayer stands and smiles

		MAYER
	This picture, George, it'll just break your heart.

Mayer goes. Schaefer sits, smelling defeat.

We linger on Schaefer as a haunting echo of "I CAN'T GET STARTED" is
heard. . .

INT/EXT. SAN SIMEON_NIGHT

We float through the estate as we hear the ghostly strains of Bunny
Berigan's recording of "I CAN'T GET STARTED."

It is a sad journey.

By this time many of the ornate antiquities have been removed from the
castle and it resembles Welles' stark and dreary Xanadu all the more.

		BUNNY BERIGAN
	"I've flown around the world in a plane, I've
	settled revolutions in Spain, And the North Pole I
	have charted, Still I can't get started with you...

We float past the private zoo, now empty, the cages hanging open. We
move past the tennis courts, empty.

		BUNNY BERIGAN
	"On the golf course I'm under par, Metro Goldwyn
	has asked me to star, I've got a house, a show
	place, Still I can't get no place with you.

We float into the castle itself and through the stripped- down
Screening Room and the Assembly Room and the Great Dining Hall.

All are mere shadows of their past glory.

		BUNNY BERIGAN
	"Cause you're so supreme, Lyrics I write of you, I
	dream, dream day and night of you And I scheme just
	for the sight of you, Baby, what good does it do...?

We finally float into the ballroom

A record of "I CAN'T GET STARTED" spins forlornly on a turntable.

And Marion and Hearst are having a quiet, poignant dance together in
the middle of the empty ballroom.

		BUNNY BERIGAN
	"I've been consulted by Franklin D. Greta Garbo has
	had me to tea, Still I'm broken hearted Cause I
	can't get started with you.

They finally stop dancing and stand swaying gently. Then they stop
swaying.

		HEARST
	   (gently)
	Ah, Miss Davies, the times we have seen

She holds him closely as "I CAN'T GET STARTED" concludes

INT. CHASEN'S RESTAURANT. PRIVATE ROOM_DAY

Welles has booked a private room at Chasen's. A long banquet table
contains cans of sterno heating various dishes.

Large photographs of the American West and renderings from THE LIFE OF
CHRIST are scattered around other tables.

Welles wanders around the renderings with Gregg Toland and Mank. Welles
carries a plate of food and consumes as:

		TOLAND
	See, this is the Great Salt Lake -- we do the
	baptism here.

		MANK
	Great scene where John the Baptist pulls your head

	out of the water and says, "Look up, and behold your
	destiny"

		WELLES
	Is that from one of the Gospels?

		MANK
	Kinda.

Schaefer enters.

		WELLES
	George! Enter And Behold

Schaefer blinks at the massive photos and renderings.

		WELLES
	You're not still mad at me, I hope

		SCHAEFER
	No, we're jake. But listen-

		WELLES
	Look, not a single scene shot in the studio! We've
	found natural locations for the whole story--

		SCHAEFER
	Hold on a sec. I got news. We finally found
	somewhere to premiere KANE but--

		WELLES
	I told you! Where? Grauman's? El Capitan? Or did
	Radio City come crawling back?

		SCHAEFER
	The Palace in New York. But Orson there's something
	else.

Welles stops eating

		SCHAEFER
	I think you better sit down

		WELLES
	   (evenly)
	I don't want to sit

Beat.

		SCHAEFER
	The bosses -- the other studios -- they want to buy
	the film and destroy it.

Absolute silence

Pause

		SCHAEFER
	They came to me with an offer. 800,000 for the
	negative and all the prints.

		SCHAEFER
	And they went to the stockholders in New York.

		MANK
	   (quietly)
	Oh God.

		SCHAEFER
	I been talking to Swanbeck in New York and...
	Orson, I think they're gonna take it A long pause as
	Welles looks at Schaefer

Welles suddenly FLINGS his plate of food in Schaefer's direction as he
ROARS:

		WELLES
	YOU STUPID, LITTLE MAN! HOW COULD YOU HAVE LET THIS
	HAPPEN?! I GAVE YOU MY SOUL AND NOW YOU'RE GOING TO
	SELL IT!?

		MANK
	This ain't George's doing--!

Welles- rampages around the room

		WELLES
	I PUT MY LIFE INTO THAT PICTURE -- EVERYTHING I'VE
	BEEN -- EVERYTHING I COULD BE---IT'S CITIZEN KANE! -
	- IT'S ALL CITIZEN KANE!

And in a screaming, bellowing fury, Welles tears apart the room.

In a scene sharply reminiscent of Kane destroying Susan's bedroom,
Welles rampages around the room, upsetting tables and smashing
everything in reach.

Welles finally grabs a flaming can of sterno and flings it at Schaefer,
Schaefer knocks it away.

Then Welles stands in spent exhaustion, panting. One of his hands is
bleeding.

He looks at Schaefer. A pause. Then:

		WELLES
	Let . . . me . . . talk to them. . .

New York ... The stockholders

Give me one chance. And then you will never have to see me again.

INT.  _GIMBELS NEW YORK _DAY

The entire two-acre fifth floor of Gimbels is in chaos

A large banner is suspended at one end of the floor; "The Hearst
Collection." It is the first day of the sale and it is mobbed.

Hearst and Marion, alone in a crowd, walk wordlessly through the
mayhem.

Everywhere around them hundreds of eager customers strike like hawks,
snatching up useless junk and treasured antiques.

We see bits and pieces of San Simeon in the jumble

They pass a man and his wife, holding up Marion's -BLESS THIS CASTLE"
sampler:

		MAN
	Old man Hearst owned this and I'm getting it for
	two bits I

Hearst and Marion continue to walk, finally arriving at the section
containing the true, expensive treasures.

Hearst watches as customers pick up and fondle his life.

He glances at a framed front page of the San Francisco Examiner. The
date is March 4, 1887. In a large box on the page is: "IT IS THE ROLE
OF THE PRESS TO COMFORT THE AFFLICTED AND AFFLICT THE
COMFORTABLE.
WILLIAM RANDOLPH HEARST. PUBLISHER."

		HEARST
	I can't sell this. How much are they asking?

		MARION
	   (gently)
	Pops ... let it go. Just ... let it go

He looks at her. A long moment. He tenderly touches her face.

Then:

		HEARST
	Yes, I think I shall.

He takes her hand and leads her away as we pull up and take in the
entire fifth floor.

It is a stunning KANE-like image of rows and rows of merchandise piled
high. Of junk and jewels. Of Charles Foster Kane and William Randolph
Hearst.

INT. HOTEL ROOM. NEW YORK_NIGHT

Welles sits brooding in his hotel room. His invincible energy appears
gone.

He is deep in thought, listlessly shuffling and reshuffling a deck of
cards in one hand.

He aimlessly shuffles through the cards and plucks one out.

		WELLES
	Six of spades

He glances at the card. It is the nine of hearts.

He shuffles through the cards again and pulls out another card.

		WELLES
	Six of spades

He looks at the card. It is the two of clubs.

His attention is now fully on the cards. He shuffles them dramatically
and snatches out a card. He looks at it and then tosses it away. He
shuffles again, working the trick, again it fails. He tosses another
card away. He continues, ;' more quickly, to attempt the trick. It
fails again. And ' again.

With a frightened moan Welles flings the entire deck away from him and
bolts out of the room...

EXT. HOTEL ROOFTOP_NIGHT

Welles emerges from a stairway on the roof of his hotel.

He marches to the edge of the roof and leans against a railing, gasping
for air.

Everywhere below him the shimmering lights of Manhattan twinkle and
flash; cabs and neon and noise. The night sky above him is filled with
stars.

He looks away from the city and up to the stars -- they captivate him
fully. He stares and stares at the impossible chaos of beautiful
lights.

A long moment as Welles gazes at the stars. The city below and the
noise seem to disappear and Welles stands, safe and at peace under the
silent dome of stars.

The stars are reflected in his huge, dark eyes

Magically, the stars in his eyes give way to the vague shapes of men
sitting around a table.

Welles looks at the men.

		WELLES
	Today.

We pull back to see we are at

INT. RKO BOARD ROOM. NEW YORK_DAY

Welles stands at the head of a long conference table. Title: APRIL 6,
1941

Around the table are gathered a group of stern businessmen Schaefer is
also present.

Welles looks at the men. And he speaks. For once, his usual
overwrought, theatrical tones are gone.

He speaks simply.

		WELLES
	Today a man from Germany invaded Greece. He has
	already swallowed Poland and Denmark and Norway and
	Belgium. He is bombing London as I speak. Everywhere
	this man goes he crushes the life and the freedom of
	his subjects. He sews yellow stars onto their
	lapels. He takes their voices.

In this country we still have our voices. And we can sing with them.
And we can argue with them. And we can be heard. Because we are . . .
for the moment . . . free. No one can tell us what to say or how to say
it, can they? We have no brown shirt thugs here ruling our lives, do
we? No one can take our voices, can they? Because we are free.

I am one voice and that is all. My picture is one voice. Men are dying
in Europe now -- and Americans soon will be -- so that we can surmount
the tyrants and the dictators. Will you send a message across this
country that one man can take away our voices?

So ... who is Mr. Hearst and who is Mr. Welles? Mr. Hearst built a
palace of brick and mortar and starting little wars and corpses piled
high. I built a palace of illusion. My castle Xanadu is a matte
painting and camera trick. It's nothing but . . . a dream.

Today you have a chance to let the dream triumph. For once.

He gazes at them and then slowly walks out of the room

INT. LONG HALLWAY. NEW YORK_DAY

Welles sits quietly on a bench in a long hallway in a tall building.

Schaefer emerges from an office and goes to him. He sits next to him.

		SCHAEFER
	We open on May 1st.

Welles slowly nods.

		SCHAEFER
	Orson, what you said in there. Did you mean it?

Welles looks at him.

		WELLES
	Does it matter? They believed it

He stands and begins walking away.

		SCHAEFER
	Orson.

Welles stops, not turning.

		SCHAEFER
	Yes. It matters.

Welles continues down the hall

INT. HOTEL. NEW YORK_NIGHT

Title: APRIL 30, 1941 Welles is rushing to catch an elevator as the
doors close

He nips in at the last minute and punches his button. He turns.

The elevator is deserted but for one other person: William Randolph
Hearst.

Welles and Hearst recognize each other instantly. As the elevator
ascends the two men look at each other.

A very long pause as we watch their faces -- the young man and the old
man -- both men of mad grandeur and malevolent passion and stunning
inspiration -- both men of incalculable achievement and measureless
poignancy.

Finally:

		WELLES
	Mr. Hearst, we've met once before, my name is Orson
	Welles and I've got a movie opening tomorrow night
	at the Palace. I would be pleased to get you
	tickets.

A pause as Hearst regards Welles.

Then Hearst carefully reaches over and presses the stop button on the
elevator. The elevator stops.

An exceedingly quiet exchange:

A beat.

A pause.

		HEARST
	I wonder. Do you have any idea what you have done?

		WELLES
	Do you?

		HEARST
	Intimately. For every sin you have placed on my
	head I could give you a hundred others. I have been
	swimming in blood my entire life. But I retain a
	belief, perhaps you will think it old fashioned,
	undoubtedly you will, but I believe that private
	lives should not be public property.

		WELLES
	Elegant words, sir, when you have made your name
	and your fortune on slander and innuendo and gossip.
	In your papers you taught the world how to look
	under every rock. I learned at the knee of the
	master.

		HEARST
	So where does that leave us, Mr. Welles? What kind
	of sad future are we two making? A future where men
	will do anything to sell their newspapers and their
	movies? A future where no price is too high for fame
	and power? When we will all scratch each other to
	pieces just to be heard?

Can you truly envision such ... horror.

Hearst presses the stop button again and the elevator begins to move.

The doors opens on Hearst's floor and he leaves the elevator.

The doors are about to shut on Welles when he leans forward; and roars:


		WELLES
	CHARLES FOSTER KANE WOULD HAVE ACCEPTED I

The doors shut on Welles and we remain with Hearst as he slowly walks
down the long hotel hallway.

He walks with dignity.

EXT. PALACE THEATER. NEW YORK_NIGHT

It is the premiere of CITIZEN KANE, at last.

The Palace Theater swarms with tuxedos and dress gowns as the elite of
New York and Hollywood descend from limousines and slowly parade into
the packed lobby.

On the Palace marquee "ORSON WELLES" is spelled out in enormous six
foot tall electric letters. Below that is "CITIZEN KANE" also in
electric letters. Above the marquee is a series of towering, flashing
neon Charles Foster Kanes and the words "IT'S TERRIFIC."

Title; MAY l, 1941

We float down and enter the crowded lobby with the patrons...

INT. PALACE THEATER. LOBBY_FOLLOWING

We swirl with the throng of patrons in the lobby as they file into the
theater and finally find Welles and Schaefer huddled together nervously
in a corner of the lobby.

They are studiously ignored and snubbed by all the movie people
filtering past.


		SCHAEFER
	They're cutting us dead, every goddamn one.

They are ignored by a few more people

Beat

		WELLES
	It's my birthday this week. I'll be 26.

		SCHAEFER
	Happy birthday.

Mank fights through the crowd

		MANK
	Monstro! Ran into Walter Winchell outside He wants
	to play Herod in the picture. Hiya, George.

		SCHAEFER
	Herman.

		MANK
	   (lighting a cigar)
	So ain't this just the bee's knees? The high
	muckey-mucks dolled up all Aztec-like for the human
	sacrifice.

		WELLES
	You gonna watch?

		MANK
	Hell, I know how it ends.
	   (He calls to a passing stranger)
	Hey, Rosebud's the sled!

		WELLES
	Mank!

		MANK
	Face it, Orson, they're gonna hate it. I told you,
	not enough closeups and too many scenes with a bunch
	of New York actors.

		SCHAEFER
	   (pained)
	Oh God. . .

		WELLES
	Relax, George. It's gonna go great. Trust me. Have
	I ever lied to you?

Schaefer looks at him for a moment

		SCHAEFER
	You know something, Orson, you haven't done
	anything but lie to me from the moment we met. But,
	ya know, I'd do it again in a second.

		WELLES
	It was fun, wasn't it?

		SCHAEFER
	   (quietly)
	It was the best, kid

		WELLES
	So, on to the Life Of Christ!

		SCHAEFER
	Without me. I'm afraid. I got the axe this morning.

		MANK
	Shit

		WELLES
	George...

		SCHAEFER
	Forget it. Cause you know something..

When I'm an old coot playing dominoes down in Miami Beach fifty years
from now, I'll say, "Hey, you kids ever heard of a guy named Randolph
Hearst?" And they'll say, "Nope. Never heard of him." And then I'll
say, "Hey, you ever heard of a picture called CITIZEN KANE?"  And they
will have. That's enough for me.

Pats Welles arm and goes into the theater

		WELLES
	   (softly)
	What have I done?

		MANK
	Aw, cheer up, George'll probably be running Fox by
	the morning. Let's get a drink.

Mank pulls at Welles' arm.

		WELLES
	But the picture...

Mank stops and looks at him deeply.

		MANK
	   (quietly)
	Kid, you know how it ends too. It ends sadly.

He pulls Welles away from the theater and down the street.

INT. PALACE THEATER - NIGHT

We watch the faces

In the flickering blue light we watch the audience as we hear Bernard
Hermann's evocative and haunting opening music to CITIZEN KANE.

We slowly move across a sea of faces as the music plays. For everyone,
especially the movie people, what they are seeing is a revelation and a
revolution. It is a whole new way of seeing the world.

We see their amazement as they are mesmerized -- and their confusion as
they are challenged.

And we see George Schaefer, quietly proud.

Bernard Hermann's opening music continues to play until we finally
hear;

		"KANE"
	"Rosebud...

And the world of movies is forever changed

INT   DESERTED BAR. NEW YORK  NIGHT

Welles and Mank are sitting in a rundown, deserted bar

		WELLES
	You know, all this nightmare we went through with
	Hearst. The whole thing... And in the end, probably
	no one will ever remember the picture anyway.

		MANK
	Yeah, you're probably right.

A beat. Mank takes a drink.

		MANK
	I'll tell ya something, kid. When you make your
	masterpiece at 26 it's a bitch. I mean. where do you
	go from here?

A long pause

Then Welles speaks, softly.

		WELLES
	Will burn. Burn up. Burn out.  But oh, what a flame

He looks at Mank and toasts.

		WELLES
	Cheers.

And Orson Welles smiles. Indomitable.

THE END.
------------------------------------------------------------------------------
Setting
Primarily Hollywood and San Simeon, 1940-1941

Featured Characters

ORSON WELLES: Boy Genius
Age at opening of the story, January 1940: 24.

WILLIAM RANDOLPH HEARST: Press Baron
Age at opening of the story, January 1940: 76

MARION DAVIES: Hearst's Mistress
Age at opening of the story, January 1940: 43

HERMAN MANKIEWICZ ("MANK") : Writer
Age at opening of the story, January 1940: 43

GEORGE SCHAEFER: RKO Studio Head, 50's
LOUELLA PARSONS: Hearst Gossip Columnist, 60's
LOUIS B. MAYER: Head of MGM, 50's.
HEDDA HOPPER: Louella's Rival, 50's.

Also

Gregg Toland: KANE Director of Photography
Joe Willicombe: Hearst Assistant
Carole Lombard: Movie star
David 0. Selznick: Independent Producer
Rita Hayworth: Movie star
Jack Warner: Head of Warner Brothers
Walt Disney: Head of Disney
Sam Goldwyn: Independent Producer
Harry Cohn: Head of Columbia
Darryl Zanuck: Head of 20th Century Fox
John Houseman: Theatrical/Radio Producer
Paul Stewart: KANE Actor
Joseph Cotton: KANE Actor
Dorothy Commingore: KANE Actress
Bernard Hermann: KANE Composer
Clark Gable: Movie star
J. Edgar Hoover: FBI Director



SONGS USED IN RKO 281

"I'LL BE SEEING YOU"

"WHERE OR WHEN"

"SING, SING, SING"

"DISGUSTINGLY RICH"
Music by Richard Rodgers, Lyrics by Lorenz Hart
Copyright 1954 by Chappell and Co., Inc.
[Lyrics adapted by the author.]

"I CAN'T GET STARTED"
Music by Ira Gershwin, Lyrics by Vernon Duke
Copyright 1935 by Chappell and Co., Inc.
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