SCHINDLER'S LIST






Screenplay by
STEVEN ZAILLIAN


Based on the novel by
THOMAS KENEALLY


Directed by
STEVEN SPIELBERG





First Revision
March, 1990



1.	IN BLACK AND WHITE:						1.

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

Even in this awful room.


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

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

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

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

A WAITER SETS DOWN DRINKS

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

					WAITER
			From the gentleman.

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

					LIEUTENANT
			Do I know him?

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

					LIEUTENANT
			Find out who he is.

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

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

					LIEUTENANT
			Stay here.

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

	
WAITERS ARRIVE WITH PLATES OF CAVIAR

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

					LIEUTENANT
			Let me get this one.

					SCHINDLER
			No, put it away, put it away.

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


	A TABLECLOTH BILLOWS

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

					SCHINDLER
			What are you drinking, gin?

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


	A ROAR OF LAUGHTER

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

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

					SS OFFICER 1
			Who is that?

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


	A GIRL WITH A BIG CAMERA

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


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

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

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

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


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

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

					SCHINDLER
			Stern?

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

					SCHINDLER
			Are you Itzhak Stern?

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

					STERN
			I am.

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


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

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

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

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

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

	Schindler looks puzzled, then shrugs, dismissing it.

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

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

					STERN
			It did all right.

	Schindler nods, takes out a cigarette case.

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

	He offers Stern a cigarette.  Stern declines again.

					STERN
			I was just the accountant.

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

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

					SCHINDLER
			Field kits, mess kits ...

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

					SCHINDLER
			Army contracts.

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

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

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

Schindler tries for a moment to imagine what they could possibly 
be.  He can't.

					SCHINDLER
			Like what?

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

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

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

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

					SCHINDLER
			You know anybody?

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

					SCHINDLER
			Jews, yeah.  Investors.

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

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

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

					STERN
			Pots and pans.

					SCHINDLER
				(nodding)
			Something they can hold in their hands.

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

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

					SCHINDLER
				(a slow knowing nod)
			They should be.

	Silence.


7.	EXT.  CRACOW - NIGHT.						7.

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

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


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

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


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

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

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

					GOLDBERG
			What's that?

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

					GOLDBERG
			You asked for shoe polish.

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

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

					PFEFFERBERG
			I asked for metal, you gave me glass.

					GOLDBERG
			This is not my problem.

					PFEFFERBERG
			Look it up.

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

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

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

					GOLDBERG
			Metal.

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


10.	INT.  HOTEL - DAY.						
	10.

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

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

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

					PFEFFERBERG
			That's a nice shirt.

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

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

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

					PFEFFERBERG
			Like this?

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

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

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

					SCHINDLER
			Nice things cost money.

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

					PFEFFERBERG
			How many?

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

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

					PFEFFERBERG
			Write down your measurements.

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

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


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

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

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

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

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

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

					SCHINDLER
				(to Ingrid)
			Excuse me.

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

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

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

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

	Big smiles.  Flash.


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

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

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

					MAX REDLICHT
			This is true?

					OWNER
			I'll take you there.

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

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

	The owner of the place just stares at Redlicht.

					MAX REDLICHT
			That makes sense to you?

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


13.	EXT.  CRACOW STREET - DAY.					
	13.

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

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


14.	INT.  STARAR BOZNICA SYNAGOGUE - 				14.
	SAME TIME - DAY.

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

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

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

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

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

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

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

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

	Max admits it with a shrug.

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

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

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

	Nobody answers.  He turns to Max.

					EINSATZ NCO
			You, sir, I respect.

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

					EINSATZ NCO
			The rest of you ...

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


15.	EXT.  CRACOW - DAY.						15.

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

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

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

					POLISH GIRL
			Goodbye, Jews.


16.	EXT.  GHETTO GATE - DAY.					
	16.

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

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

					PFEFFERBERG
			What's this?

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

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

					PFEFFERBERG
			Yeah, I can.

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


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

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


18.	INT.  GHETTO APARTMENT - NIGHT.				18.

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

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

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

					INVESTOR 1
			Not good enough.

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

					INVESTOR 1
			Money's still money.

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

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

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

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

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

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

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

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


19.	INT.  FACTORY FLOOR - DAY.					
	19.

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


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

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

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

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

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

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

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

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

					SCHINDLER
			Why should I hire Poles?


21.	INT.  FACTORY FLOOR - DAY.					
	21.

	Another machine starting up, growling louder, louder - 


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

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

					TEACHER
			I'm a teacher.

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

					CLERK
			Not essential work, stand over there.

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


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

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

					TEACHER
			I'm a metal polisher.

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

					CLERK
			Good.

	The world's gone mad.


24.	INT.  FACTORY FLOOR - DAY.					
	24.

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


25.	INT.  APARTMENT - DAY.						25.

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


26.	INT.  THE APARTMENT - NIGHT.					26.

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

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

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

					SCHERNER
			What others?

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

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

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

	Scherner nods.  Yes, they understand each other.

					SCHERNER
			That'd be fine.

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


27.	INT.  SS OFFICE - DAY.						27.

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


28.	EXT.  FACTORY - DAY.						28.

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


29.	INT.  FACTORY OFFICES - DAY.					29.

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


30.	INT.  FACTORY FLOOR - DAY.					
	30.

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


31.	EXT.  CRACOW - DAY.						31.

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


32.	INT.  FACTORY - DAY.						32.

	Another machine starts up.  Another.  Another.


33.	EXT.  PEACE SQUARE - DAY.					
	33.

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


34.	INT.  FACTORY DAY - DAY.					
	34.

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

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

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


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

	The accountant follows Schindler into the office.

					SCHINDLER
			Sit down.

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

					SCHINDLER
			Oh, come on.

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

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

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

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

	Stern slowly raises his glass.

					SCHINDLER
			Thank you.

	Schindler drinks;  Stern doesn't.


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

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

					KLONOWSKA
			Yes?

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

					SCHINDLER (O.S.)
			Who is it?


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

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

					SCHINDLER
			She's so embarrassed - look at her -

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

					SCHINDLER
			You know what, you'd like her.
		
					EMILIE
			Oskar, please -

					SCHINDLER
			What -

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

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

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

					KLONOWSKA
			Goodbye.  It was a pleasure meeting you.

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

					EMILIE
			You've done well here.

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

					SCHINDLER
			You look great.


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

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

					DOORMAN
			Careful of the pavement -

					SCHINDLER
			- Mrs. Schindler.

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


39.	INT.  RESTAURANT - NIGHT.					
	39.

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

					SCHINDLER
			Mrs. Schindler.

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


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

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

					EMILIE
			It's not a charade, all this?

					SCHINDLER
			A charade?  How could it be a charade?

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

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

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

					EMILIE
			Luck.

					SCHINDLER
			War.


41.	INT.  NIGHTCLUB - NIGHT.					
	41.

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

					SCHINDLER
			What?

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

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


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

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

					EMILIE
			Should I stay?

					SCHINDLER
				(pause)
			It's a beautiful city.

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

					EMILIE
			Should I stay?

					SCHINDLER
				(pause)
			It's up to you.

	That's not it either.

					EMILIE
			No, it's up to you.

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

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

	He promises her nothing.


43.	EXT.  TRAIN STATION - DAY.					
	43.

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

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


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

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

More to Stern -

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

					SCHINDLER
			It's "okay" with me?

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

					STERN
			How heavy was he?

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

	Stern and Schindler exchange a glance.  Then -

					SCHINDLER
				(pause)
			You're sure.

	The foreman nods.


45.	INT.  GHETTO STOREFRONT - DAY.				
	45.

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

					WOMAN AT DESK
			Can I help you?

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

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

Silence.  Then, calmly -

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

					INVESTOR
			It was a mistake.

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

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

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

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

					INVESTOR
			I gave you money.

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


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

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

					SCHINDLER
			How you feeling, all right?

					PFEFFERBERG
			Yeah.

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

					PFEFFERBERG
			She's good.

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

					SCHINDLER
			Good.


47.	INT.  FACTORY FLOOR - DAY.					
	47.

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


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

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

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

					STERN
			Yes.

					SCHINDLER
			Better this month than last?

					STERN
			Yes.

					SCHINDLER
			Any reason to think next month 
			will be worse?

					STERN
			The war could end.

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

					SCHINDLER
				(impatient)
			What?

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

	Schindler gives his accountant a long-suffering look.

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

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

					STERN
			Mr. Lowenstein?

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

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

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

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

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

					SCHINDLER
			That's great.

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

					SCHINDLER
			That's great, thanks.

					LOWENSTEIN
			God bless you, sir.

					SCHINDLER
			Yeah, okay.

					LOWENSTEIN
			You're a good man.

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

					STERN
			Okay, Mr. Lowenstein.

					LOWENSTEIN
			He saved my life.

					STERN
			Yes, he did.

					LOWENSTEIN
			God bless him.

					STERN
			Yes.

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


49.	EXT.  FACTORY - DAY.						49.

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

					SCHINDLER
			Don't ever do that to me again.

					STERN
			Do what?

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

					SCHINDLER
			Close the door.

	The driver closes the door.


50.	EXT.  GHETTO GATE - DAY.					
	50.

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


51.	EXT.  ZABLOCIE STREET - DAY.					51.

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


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

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

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

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

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

					SCHINDLER
			Would it do any good?

					TOFFEL
			No.

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

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

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

					TOFFEL
			A one-armed machinist, Oskar?

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

	Toffel nods, smiles.


53.	EXT.  FIELD - DAY.						
	53.

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

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


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

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

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

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

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

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

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

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

					HOHNE
			Me neither, sorry.

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

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

					KUHNPAST
			You've got to be kidding.

	Nobody is kidding.

					KUHNPAST
				(pause)
			Thanks for the drink.

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

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

					STERN
			Christmas presents.

					SCHINDLER
			Ah, yes.

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


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

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

					SCHERNER
			Oskar ...


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

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


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

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


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

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


59.	EXT.  PEACE SQUARE - DAY.					
	59.

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


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

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

					SCHINDLER
			All right.

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

					GESTAPO (O.S.)
			Oskar Schindler?

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

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

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

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

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


61.	INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY.   	61.
	
A humorless middle-level bureaucrat sits behind a desk and 
D.E.F.'s ledgers and cashbooks.

					GESTAPO CLERK
			You live very well.
	
The man slowly shakes his head 'no' to Schindler's offer of a 
cigarette.  Schindler tamps it against the crystal of his gold 
watch.

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

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

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

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

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


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

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


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

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

					SCHINDLER
			Chances of getting a bottle of vodka
			pretty good?

	He hands the young guard five times the going price.

					WAFFEN GUARD
			Yes, sir.

	The guard turns to leave.

					SCHINDLER
			Wait a minute.

	He peels off several more bills and hands them over.

					SCHINDLER
			Pajamas.


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

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

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


65.	INT.  FOYER, SS HEADQUARTERS - MORNING.		65.
	
Schindler, the Gestapo clerk and one of the arresting officers 
cross the foyer.

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

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

					SCHINDLER
			You expect me to walk home, or what?

					GESTAPO CLERK
				(tightly)
			Bring a car around for Mr. Schindler.


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

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

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

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

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

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


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

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

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


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

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

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

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

	AN ENORMOUS LIST OF NAMES -

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

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

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

					SCHINDLER
			He is.

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

					SCHINDLER
			Well, let's find him.

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

					SCHINDLER
			I'm talking to a clerk.

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

					SCHINDLER
			What's your name?

					CLERK
			Sir, the list is correct.

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

					CLERK
			Klaus Tauber.

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

					CLERK
			The gentleman thinks a mistake's been made.

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

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

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

					CLERK
			Yes, sir.

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

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

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

					SCHINDLER
			Schindler.

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

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

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

	ALL THREE OF THEM -

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

					CLERK & SERGEANT
			Stern!  Itzhak Stern!

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

					SCHINDLER
			There he is.

					SERGEANT
			Open it.

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

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

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

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

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

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

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

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

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


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

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

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

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

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


70.	EXT.  COUNTRYSIDE - DAY.					
	70.

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


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

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

					GOETH
			Make a nice driveway.

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


72.	EXT.  GHETTO - DAY.						72.

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


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

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

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

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

					KNUDE
			Of course that's entirely up to you.


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

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

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

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

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

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

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

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

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

					GOETH
				(calmly)
			Shoot her.

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

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

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

					HUJAR
			Sir...

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

					GOETH
			I'm sure you're right.

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

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

	He turns and walks away.


75.	EXT.  STABLES - DAWN.						75.

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


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

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


77.	EXT.  GHETTO - DAWN.						77.

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


78.	EXT.  STABLES - DAWN.						78.

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


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

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

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


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

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

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


81.	EXT.  STABLES - DAWN.						81.

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

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


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

The fresh young faces of the Sonderkommandos, listening to their 
commander.

					GOETH
			For six centuries, there has been a 
			Jewish Cracow.


83.	EXT.  WOODS - DAWN.						83.

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


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

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

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


85.	EXT.  HILLTOP CLEARING - DAWN.				
	85.

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

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

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

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


85.	EXT.  GHETTO - DAY.						85.

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


86.	INT.  APARTMENT BUILDINGS - DAWN.				86.

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


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

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


88.	EXT.  HILLTOP - DAWN.						88.

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

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


89.	EXT.  STREET - DAWN.						89.

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


90.	EXT.  HILLTOP - DAWN.						90.

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


91.	EXT.  STREET - DAWN.						91.

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


92.	EXT.  HILLTOP - DAWN.						92.

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


93.	EXT.  STREET - DAWN.						93.

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


94.	EXT.  HILLTOP - DAWN.						94.

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


95.	INT.  APARTMENT BUILDING - DAWN.				95.

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

	The gunfire outside sounds like firecrackers.


96.	EXT.  HILLTOP - NIGHT.						96.

	Night.  Silence.  Schindler and Ingrid are gone.

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


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

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

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


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

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


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

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

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


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

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


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

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

	Life is great.  Goeth reaches for a rifle.


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

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


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

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


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

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

					MAJOLA
				(mutters)
			Amon ... Christ ...

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


106.	EXT.  PLASZOW - DAY.						106.

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


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

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


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

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

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

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

					SCHINDLER
			No, no, come on, sit -

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

					SCHINDLER
			How you doing?

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

					GOETH
			We started without you.

					SCHINDLER
			Good.

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

					SCHINDLER
			Please.

	Goeth watches him.  The others watch Goeth.

					SCHINDLER
			I miss anything important?

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

					SCHINDLER
			Oh, good, yeah.

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

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

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

					SCHINDLER
			I'm sorry.

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

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

					SCHINDLER
			You're kidding.

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

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

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

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


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

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

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

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

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

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

					SCHINDLER
			They're mine!

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

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

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

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

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

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

					GOETH
			Scherner told me something else about you.

					SCHINDLER
			Yeah, what's that?

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

					SCHINDLER
			True.

	Goeth tries to put the situation in perspective:

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

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

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

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

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

					SCHINDLER
			I'd be grateful.

	There's the word Goeth was waiting to hear.


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

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


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

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

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


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

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


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

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

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


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

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

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

					SCHINDLER
			All I have is Jews.

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


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

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


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

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


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

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

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

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

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

	Schindler looks at him for the first time, knowingly.

					SCHINDLER
			She run an orphanage, your aunt?

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

	Schindler's girl excuses herself to get a drink.

					SCHINDLER
			You want it sent directly to her or
			through you?

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

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

					LEO JOHN
			Your wife must be a saint.

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

					SCHINDLER
			She is.


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

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

					GOETH'S GIRL
			You're not a soldier?

					SCHINDLER
			No, dear.

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

	Everyone laughs.

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

					CZURDA
			Toebbens.

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

	Everybody laughs.

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

					SCHINDLER
			I pay you too much.

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


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

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

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

					GOETH
			He's important to my business.

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

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

Goeth heads back inside.  Schindler stays outside, finishing his 
cigarette.


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

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


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

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

					SCHINDLER
			Here.

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

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

					STERN
			Thank you.

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

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

					STERN
			Oskar -

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

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

	CUT TO:


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

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

					GOETH
			What are you making?

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

					LEVARTOV
			Hinges, sir.

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

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

					GOLDBERG
			Yugoslavia.

					GOETH
			Yugoslavia.  I got to make room.

	He shrugs apologetically and pulls out a pocket watch.

					GOETH
			Make me a hinge.

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

					GOETH
			Another.

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

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

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

					GOETH
				(mumble)
			Christ -

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

					GOETH
			God damn it -

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

	CUT BACK TO:


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

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

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


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

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

					LEVARTOV
			Thank you, sir.

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

					SCHINDLER
			Oh, yeah.  You're welcome.


125.	EXT.  PLASZOW - DAY.						125.

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

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

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

					GOETH
			Still nobody knows.

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

					GOETH
			There we go.

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

					GOETH
			It was you?  You committed this crime?

					BOY
			No, sir.

					GOETH
			You know who, though.

	The boy nods, weeps, screams -

					BOY
			Him!

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


126.	EXT.  PLASZOW - DAY.						126.

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

					SCHINDLER
			Yeah, sure, bring him over.


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

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

					BOY
			Thank you, sir.

					SCHINDLER
				(distracted)
			That's okay.


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

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


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

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


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

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

					MECHANIC
			Thank -

					SCHINDLER
			Yeah, yeah, yeah.


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

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


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

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

					GUARD
			He won't see you.


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

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


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

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

					SCHINDLER
			Miss Krause.

					MISS KRAUSE
			How do you do?

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


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

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

					SCHINDLER
			Pernod?  Cognac?

					MISS KRAUSE
			No, thank you.

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

					SCHINDLER
			So.

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

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

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

					SCHINDLER
			Who says that?

					MISS KRAUSE
			Everyone.

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

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

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

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

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

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

	She hurries out.


136.	INT.  ADMINISTRATION BUILDING - PLASZOW - DAY.	136.
	
Schindler barges into Stern's office.  In a foul and aggressive 
mood, he dispenses with pleasantries in order to admonish the 
accountant -

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

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

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

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

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

					STERN
				(with concern)
			Are you losing money?

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

					STERN
			What other point is -

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

	Silence.  Schindler tries to settle down.  Then -

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

					STERN
			And killing.

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

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

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

					SCHINDLER
			Perlman, husband and wife.

	He unstraps his watch, hands it to Stern.

					SCHINDLER
			Give it to Goldberg, have him send them over.

	He leaves.


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

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

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

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

					SCHINDLER
			Amon the Good.


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

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

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

					GOETH
			Oh, that's all right.

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


139.	EXT.  PLASZOW - DAY.						139.

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


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

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

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

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

					GOETH
			What are you using?

					WORKER
			Soap, sir.

					GOETH
				(incredulous)
			Soap?  Not lye?

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

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

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


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

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


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

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

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

	CUT TO:

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

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


144.	INT.  GOLDBERG'S OFFICE, PLASZOW - 				144.
	MINUTES LATER - DAY.

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

					STERN
			There are fifteen thousand people here -

					GOLDBERG
			Goeth says there's twenty-five.

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

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


145.	LOADING DOCK, PLASZOW - DAY.					145.

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

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


146.	EXT.  CRACOW - DAY.						146.

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

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

	CUT BACK TO:


147.	BARRACKS - CONTINUED - NIGHT.					147.

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

					SCHINDLER
			So you'll be rid of him.

	But Stern slowly shakes his head 'no.'

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

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

					SCHINDLER
			I'll talk to him.

					STERN
			I think it's too late.

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

	He hands over to Stern some negotiable items and leaves.


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

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

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

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

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

					SCHINDLER
			So I'll talk to him about it.

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

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

					TOFFEL
			He's stealing from you, Oskar.

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

					SCHERNER
			Not like him.

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

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

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

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

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

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

					SCHINDLER
			Come on, let's watch the girls.


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

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


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

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

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

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

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

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

					SCHINDLER
			Thank you.

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

					SCHINDLER
			Thank them for me.

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

	And the party tries to resume.


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

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

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

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

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


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

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


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

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


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

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


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

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

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

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


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

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


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

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

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

					PFEFFERBERG (O.S.)
			Commandant, sir.

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

					GOETH
			My mechanic.

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

					PFEFFERBERG
			What about my wife?

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


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

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


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

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

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


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

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


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

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


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

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

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

					BOY'S VOICE
			This is our place.

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


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

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

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

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

					SCHINDLER
			What's going on?

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

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

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

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

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

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

					GOETH
			Bring the fire trucks!

					HUJAR
			What?

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

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

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

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

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

	Goeth finds this especially sidesplitting, and hollers -

					GOETH
			Hujar!

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

					GUARD
			What does he think he's saving them from?

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

					GOETH
			Oh, my God.

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

	The water rains down on the last car.


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

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


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

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


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

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

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

					GESTAPO 1
			We'll risk it.

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

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

	He snuffs out his cigarette.


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

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

					SCHINDLER
			Where are we going?

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


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

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


170.	INT.  MONTELUPICH PRISON - DAY.				170.

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


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

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

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

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

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


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

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

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

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

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

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

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

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

					SS COLONEL
			You're offering me a bribe?

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

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

					SCHERNER
			Sit down.

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

					SCHERNER
			Hello, Amon.

					GOETH
			Sir.

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


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

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

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

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

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

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

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

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

					SS OFFICER
			"Gloomy Sunday" again.

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

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

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

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

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

					LEO ROSNER
			"Gloomy Sunday."

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

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

					GOETH
			Enough - Jesus - God -

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

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

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


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

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

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

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


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

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

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

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

					GOETH
			Can you believe this?

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

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

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

					SCHINDLER
			You took my workers.

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

					SCHINDLER
			When?

					GOETH
			I don't know.  Soon.

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

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

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


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

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


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

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


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

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


179.  	INT.  SQUARE, BRINNLITZ, CZECHOSLOVAKIA -		179.
	MORNING.
	
A church in the main square of a sleepy hamlet.  A priest and his 
parishioners, including Emilie Schindler, emerging from it, 
morning Mass over.

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

					SCHINDLER
			Hey, how you doing?

					BRINNLITZ GUY 1
			Look at this.

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

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

					SCHINDLER
			Let me buy you a drink.


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

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

					BRINNLITZ GUY 2
			Oskar - my friend Lena.

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

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

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

					BRINNLITZ GUY 2
			Now you're back.

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

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

					GIRL
			Who is he?

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

					BRINNLITZ GUY 2
			He's a salesman.


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

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


182.	EXT.  BRINNLITZ - DAWN.						182.

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

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

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

					SCHINDLER
			Goddamn it.


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

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

					GOETH
			You want these people.

					SCHINDLER
			These people, my people, I want my people.

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

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

					SCHINDLER
			It's good business.

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

					SCHINDLER
			Look -

					GOETH
			You're not telling me something.

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

					GOETH
			Yeah, sure.

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

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

	Schindler admits it with a shrug.

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

					SCHINDLER
			I just told you.

					GOETH
			You did, but you didn't.

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

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

					SCHINDLER
			All you h