GLADIATOR


                             by

                       David Franzoni


                   Revised by John Logan





















                                          SECOND DRAFT

                                          October 22, 1998







          "While stands the Colosseum, Rome shall stand.
           When falls the Colosseum, Rome shall fall.
           And when Rome falls -- the World."

                                     Byron



FADE IN:

EXT.  FOREST - DAY

Germania.  The far reaches of the Roman Empire.

Winter 180 A.D.

Incongruously enough, the first sound we hear is a
beautiful tenor voice.  Singing.  A boy's voice.

CREDITS as we hear the haunting song float through dense
forests.  We finally come to a rough, muddy road slashing
through the forest.  On the road a GERMAN PEASANT FATHER
is herding along three sickly looking cows.  His two SONS
are with him.  His youngest son sits on one of the cows
and sings a soft, plaintive song.

They become aware of another sound behind them on the road
-- the creak of wood, the slap of metal on leather.  The
Father immediately leads his cattle and his sons off the
road.  They stand-still, eyes down:  the familiar posture
of subjugated peoples throughout history.

A wagon train rumbles past them.  Three ornate wagons
followed by a mounted cohort of fifty heavily-armed
PRAETORIAN GUARDS.

The young boy dares to glance up at the passing Romans.
His eyes burn with hatred.

INT.  WAGON - DAY

Mist momentarily obscures a man's face.  Frozen breath.
The man is in his 20's, imperious and handsome.  He is
swathed in fur, only his face exposed.  He is COMMODUS.

He glances up.

                         COMMODUS
          Do you think he's really dying?

The woman across from him returns his gaze evenly.  She is
slightly older, beautiful and patrician.  A formidable
woman.

She is LUCILLA.

                         LUCILLA
          He's been dying for ten years.

                         COMMODUS
          I think he's really dying this time.

A beat.  Their breath turns instantly to mist.

                         COMMODUS
          He has to be bled every night now.

                         LUCILLA
          How do you know that?

                         COMMODUS
          I've been so informed.

She arches an eyebrow.

                         COMMODUS
          If he weren't really dying he
          wouldn't have sent for us.

                         LUCILLA
                  (a smile)
          Maybe he just misses us.

                         COMMODUS
          And the Senators.  He wouldn't have
          summoned them if --

                         LUCILLA
          Peace, Commodus.  After two weeks on
          the road your incessant scheming is
          hurting my head.

A beat.

                         COMMODUS
          The first thing I shall do is honor
          him with games worthy of his
          majesty.

                         LUCILLA
          The first thing I shall do is have a
          hot bath.

The wagon rumbles to a halt.  Voices are heard outside.

Commodus leaps out...

EXT.  WAGON - OUTPOST - DAY

Three Roman SOLDIERS guard an outpost, a watchtower, on
the roadside.

                         COMMODUS
          Why have we stopped?

                         PRAETORIAN GUARD MEMBER
          We're here, sir.

                         COMMODUS
                  (to Soldier #1)
          Where is my father?

                         SOLDIER #1
          He's at the front, sir.

                         COMMODUS
          Is the battle won?

                         SOLDIER #1
          Don't know, sir.  They've been gone
          for eight days.

Commodus tosses off his furs -- beneath them he wears a
beautiful set of Lorica Segmentata -- the traditional
formed armor of Rome.  He moves to a horse as:

                         COMMODUS
                  (to Soldier #1)
          My sister wants a bath, take her to
          the camp.
                  (to Soldier #2)
          Take me to my father.

He leaps onto the horse and canters back to the Praetorian
Guard unit.

Soldier #2 climbs on his horse and leads them.  Commodus
rides off with most of the Praetorian Guard unit.

Lucilla peeks her head from the wagon.  She glances at the
remaining soldiers.  Distinctly unpromising.

                         LUCILLA
                  (dry)
          Civilization at last.  Gods preserve
          us.

EXT.  HILL - TWILIGHT

The mighty catapults dwarf the humans.  Soldiers from the
elite Felix Regiment -- a legion of the Roman Army -- haul
the monstrous machines up a hill.

The commanding General of the Felix Regiment, MAXIMUS,
walks between two of the catapults.  He is a striking and
intense man in his 30's.  Like all the soldiers who
surround him, he is caked with mud and exhausted.

He trudges up the hill with his two lieutenants, TITUS and
QUINTUS.

                         TITUS
          You would do as well to read the
          mind of a rhinoceros.

                         QUINTUS
          These barbarians would rather drown
          in blood than yield an inch.  If I
          didn't hate them so much I would
          admire them.

They have reached the top of the hill.  Stunning martial
preparations are underway.  The catapults join ten others.
Archers are taking up position.  Brutal "Scorpions" --
devices for firing multiple crossbow bolts -- are being
loaded.  Soldiers are also loading the catapults with
enormous "Greek fire pots" -- large, round terra cotta
pots.

Maximus and his lieutenants gaze down from the hilltop.
Below them they can see a German encampment.

                         TITUS
          They simply will not surrender.

A beat as Maximus gazes down at the German position.

                         MAXIMUS
                  (quietly)
          A people should know when they are
          conquered.

A beat.

                         MAXIMUS
          At the first signal release the
          catapults.  We'll use the cavalry to
          cut off the retreat.

                         QUINTUS
          General, I don't recommend that.
          Our cavalry might be caught in the
          flames.

                         MAXIMUS
          I hope not, because I'm going to be
          leading them.

A beat as he gazes down at the enemy.

                         MAXIMUS
          Why don't they know they're already
          dead?

EXT.  TREES - TWILIGHT

Maximus and Titus are on their horses, the cavalry of two
hundred Felix Regiment warriors surrounds them.  Steam
flares from their horses' nostrils.  They wait in a thick
stand of trees -- the German position can be seen across a
muddy plain.

A large wolf -- "The Wolf of Rome" -- waits at Maximus'
side.

Maximus nods to an archer.  The archer lights the tip of
an arrow and sends it flaming into the night sky.

EXT.  HILLTOP - TWILIGHT

Quintus waits.  The catapults are loaded and waiting.  So
too the Scorpions.  So too the 200 archers of the Felix
Regiment.

He sees the flaming arrow flying up from below.

                         QUINTUS
          Now!

The mighty catapults are released.  The Greek fire pots
arc dramatically through the air.  A moment later soldiers
release the Scorpions and hundreds of bolts streak through
the sky.  The archers fire a murderous barrage of flaming
arrows.

EXT.  TREES - TWILIGHT

The screaming is almost immediate.

Maximus and his cavalry watch as the fire pots crash down
into the German encampment.

EXT.  GERMAN CAMP - TWILIGHT

The fire pots shatter -- pitch splashes everywhere --
seconds later the bolts and flaming arrows slice down and
ignite the pitch -- FLAME EXPLODES -- it is a hellish,
napalm-like vision -- the conflagration illuminating the
twilight.

The deadly rain of flaming arrows spreads terror through
the German camp --

EXT.  TREES - TWILIGHT

Maximus watches the German camp.

                         MAXIMUS
                  (to his men)
          Hold steady... steady...

He can see the nightmare destruction of the encampment
continuing -- fire pots and Scorpion bolts and flaming
arrows -- panic in the German encampment.

                         MAXIMUS
          Steady...

He sees the Germans begin fleeing across the plain.  He
quickly raises his sword and whispers a prayer, then turns
to his men:

                         MAXIMUS
          Brothers -- I salute you!  For Rome!

He spurs his horse and races out of the trees to the
plain...

EXT.  PLAIN - BATTLEGROUND - TWILIGHT

Maximus leads the terrifying and relentless cavalry charge
-- Titus at his side -- the Felix Regiment screams out
fearsome war cries as they gallop across the muddy plain
toward the Germans --

Fire pots and flaming arrows are crashing down everywhere
around them --

The cavalry SLAMS into the Germans at full gallop --

It is carnage.

The Felix Regiment warriors slash ruthlessly with short
swords -- slicing a path of sheer destruction through the
Germans -- but the Germans fight with equal brutality --
and the Germans also fight with the desperation of a
hopeless last chance -- they pull and spear Roman soldiers
off horses whenever they can --

Maximus spins his horse and swings his sword with expert
efficiency -- a spear stabs through the neck of his horse
and it immediately collapses forward --

Maximus sails over the horse's head and crashes to the
muddy ground -- he jumps up and is in the midst of the
battle --

The flaming arrows and exploding fire pots create a
ferocious inferno everywhere around the battle -- the
flames silhouetting the fighting --

On the ground, Maximus proves his absolute worth as a
warrior -- he hacks and dodges -- ghastly images of true
ancient warfare -- Maximus' eyes burn with a zealous fire
as he fights for his life --

He finds he is momentarily at a terrible disadvantage --
Germans are surrounding him from all sides -- as he fights
he looks for an advantage -- for his soldiers -- for
anything -- he is doomed --

Then -- an almost mystical image -- Maximus' wolf leaps
through a wall of flame --

"The Wolf of Rome" savages several Germans around Maximus
-- giving him the help he needed.

The wolf and his master fight, side-by-side.

EXT.  HILLTOP - TWILIGHT

We see an old man's face, staring down at the battle.  The
face is weather-beaten, ailing.  The roaring flames from
the battlefield below flicker in his sad eyes.

MARCUS AURELIUS, the Emperor of Rome, is on a horse.  A
metal brace extends from the back of his saddle.  He is
strapped to the brace with thick, leather straps.

He watches as the Felix Regiment below concludes the
battle.  The cheering of the Regiment can be heard as the
final, isolated pockets of Germans are cut down.

Behind Marcus the sun is setting, painting the world blood
red.

EXT.  BATTLEFIELD - SUNSET

Maximus, bloody and spent, walks through the aftermath of
the carnage.  The Wolf of Rome is at his side.  Dead and
dying by the hundreds are scattered everywhere.  Roman
surgeons are attending to the wounded.

Marcus walks to him, embraces him warmly.

                         MAXIMUS
          Caesar.

                         MARCUS
          Maximus, you prove your valor again.
          Let us hope for the final time here.

                         MAXIMUS
          I don't think there's anyone left to
          fight.

                         MARCUS
          There are always people left to
          fight...

Marcus takes Maximus' arm and they walk through the masses
of bodies.  Maximus holds Marcus' arm firmly, quietly
supporting him as they walk.

                         MARCUS
          But this night, at least, Germania
          is at last defeated... What will you
          do now, my friend?

                         MAXIMUS
          Should Caesar permit, I'll go home.
          I've been away too long.  I've
          forgotten my wife's face and I
          barely know my son.

Suddenly, a tethered GERMAN PRISONER they are passing
calls out to them:

                         GERMAN PRISONER
          THIS BLOOD MEANS NOTHING, CONQUEROR!

Maximus and Marcus stop.  A soldier moves quickly to
silence the German Prisoner.

                         MARCUS
                  (to Soldier)
          Stop...
                  (to Prisoner)
          ... You speak our language?

                         GERMAN PRISONER
          You have been in my homeland for
          twelve years.  Of course I speak
          your language.  So did my son, who
          you murdered.  So did my daughter,
          who you raped.

                         MAXIMUS
                  (to Marcus)
          Come, Caesar...

                         MARCUS
          No.  Let him speak...
                  (to Prisoner)
          ... I am Rome, what would you say to
          me?

                         GERMAN PRISONER
                  (points to sunset)
          You are that sun, Rome, and your
          time is over... You can slit a
          thousand throats here, and you can
          put a thousand babies to the sword,
          but it will always be our home.

                         MARCUS
          Now it is Rome.

                         GERMAN PRISONER
          It will never be Rome.  Not as long
          as one German breathes.

The soldier moves to kill the insolent Prisoner.

                         MARCUS
          No... Release him.  Give him safe
          passage.  Let him go to his family.

The soldier leads the German Prisoner away.

Maximus and Marcus continue walking in silence for a beat.
Then:

                         MARCUS
          Tell me again, Maximus, why are we
          here?

                         MAXIMUS
          For the glory of the empire, sire.

                         MARCUS
                  (quietly)
          Yes.  I remember.

They continue walking through the mountains of bodies...

EXT.  ROAD - SUNSET

Maximus and Marcus are now walking along a road through
the dense forest.  Slaves follow behind them, leading
their horses.

Both sides of the road are filled with the men of the
Felix Regiment.  As Maximus and Marcus pass, the battered
and bloody soldiers drag themselves to their feet, raising
their swords, paying silent homage.

                         MAXIMUS
          They honor you, Caesar.

                         MARCUS
          I don't think they're standing for
          me, Maximus.  They honor you.

Just then Commodus canters into view with his Praetorian
Guard escort.  He watches the army honor Maximus with rank
envy as he nears.

He rides up to Maximus and Marcus.

                         COMMODUS
          Have I missed it?

He leaps from his horse.

                         COMMODUS
          Have I missed the battle?

                         MARCUS
          You've missed the war.  We're done
          here.

Commodus embraces him, awkward.

                         COMMODUS
          Father.  Congratulations.  I shall
          sacrifice a thousand doves to honor
          your triumph.

                         MARCUS
          Spare the doves and honor Maximus,
          he won the battle.

Commodus embraces Maximus, even more awkward.

                         COMMODUS
          General, Rome salutes you and I
          embrace you as a brother.

                         MAXIMUS
          Highness.

They walk, Maximus still supporting Marcus, as:

                         COMMODUS
          Your Spaniards seem invincible.  May
          the Gods favor the Felix Regiment
          now and always...
                  (to his father)
          Here, Father, take my arm.

                         MARCUS
                  (ignores this)
          Where's your sister?

                         COMMODUS
          She's at the camp.  She had no
          desire to see the gore of the
          battlefield.

                         MARCUS
                  (smiles)
          Lucilla would eat every corpse here
          if it brought her one step closer to
          the throne.

Maximus laughs.

                         MAXIMUS
                  (smiles)
          Caesar, you do the lady injustice.

                         MARCUS
          It's a foolish old cobra who doesn't
          recognize his own off-spring...
                  (he suddenly stops,
                   not feeling well)
          I think... I should ride now.

Maximus waves for Marcus' horse.  It is brought up.
Several soldiers carefully help the old man into the
saddle.  He is then tethered to the brace on his saddle.
It is a slow, graceful and embarrassing ordeal for the
Emperor of Rome.

When at last he is strapped in, he looks to Maximus.

                         MARCUS
          So much for the glory of Rome.

Without a word to his son, Marcus nods and the horse is
slowly lead away.

Commodus and Maximus watch him go.

                         COMMODUS
                  (neutral)
          He's dying.

A beat.

                         COMMODUS
          Poor old man.

                         MAXIMUS
                  (terse)
          If you'll excuse me, Highness.

He turns and stalks away.

EXT.  TENT CITY - NIGHT

We see the Roman encampment, a sea of tents.  Hundreds of
campfires burn before the tents.

INT.  HOSPITAL TENT - NIGHT

Maximus enters a large tent and is met by a spectacle of
the dead and dying.  Roman surgeons are working feverishly
to save lives.  Limbs are amputated, the bloody stumps
quickly cauterized with hot irons.  Leeches and bronze
cups are employed for blood-letting to balance "humours."

Anesthesia as we know it is nonexistent.  Wine amphoras
are passed around and orderlies fan narcotic smoke toward
the patients.  Mostly, though, they just hold down the
writhing patients.

Maximus moves through the tent, offering a word of comfort
here and there.  All the wounded are delighted to see him.

He goes to an older soldier, GALLUS, who has one wooden
hand.  His other hand is bandaged.

                         MAXIMUS
          What, Gallus, losing your other
          hand?

                         GALLUS
          Aye, General, they're going to make
          a bronze one for it.  Long fingers
          this time.

                         MAXIMUS
          And the women of your village will
          crave your touch even more.

                         GALLUS
          Ah, then you know the women of my
          village.

Maximus smiles and moves on.

He stops at a young soldier, VALERIUS, whose head has been
shaved.  A hole has been bored into his skull to relieve
the pressure on his brain.  The young soldier is dying.

                         MAXIMUS
          What's your name, son?

                         VALERIUS
          Valerius, General.

                         MAXIMUS
          The name suits you.

                         VALERIUS
          Why am I dying?

A beat.  Maximus sits by his cot.  He takes Valerius'
hand.

                         MAXIMUS
          You're dying because you love Rome,
          as I do.

                         VALERIUS
          I've never been to Rome.

                         MAXIMUS
          Neither have I.  Rome for us lives
          here...
                  (he touches his
                   heart)
          ... it's a thing inside us that came
          from our ancestors and that we give
          to our children.

                         VALERIUS
          It must be glorious, Rome.  I've
          only seen pictures.  Is it a
          glorious place?

A beat.

                         MAXIMUS
          Yes, it's a glorious place.

                         VALERIUS
          It must be.

He smiles.  And he is dead.

Maximus sits for a moment.  He gently closes Valerius'
eyes.  And Maximus finds that he is weeping.

He is not ashamed of the tears.

INT.  MESS TENT - NIGHT

An immediate swirl of noise.  The grand mess tent is
crowded with soldiers.  They are still filthy with caked-
on mud and blood.  Wounds are bandaged and tankards are
raised in celebration of the victory.

Marcus sits in a central position and receives visitors.
Currently two Senators, FALCO and GAIUS, are bowing before
him.

                         FALCO
          Hail, Marcus Aurelius.

                         MARCUS
          Stand up, Senators.  That unfamiliar
          posture doesn't suit you.

                         GAIUS
          We live in supplication to your
          glory.

                         MARCUS
          All the while conspiring with that
          fat man in Rome.  How is the old
          monster?

                         GAIUS
          Senator Gracchus is hale, sire.

                         MARCUS
          Still damning me to the four winds?

                         GAIUS
          Still eager for your triumphant
          return to Rome, Caesar.

                         MARCUS
          I would have silenced him decades
          ago -- but I just like him too much.

Meanwhile, Maximus stands with his lieutenants, Titus and
Quintus.  A wound on Maximus' arm has been bound.

                         MAXIMUS
                  (to Titus)
          If you want to stay on, I support
          you.  So do the men.  I'll ask the
          Emperor to appoint you in my place.

                         TITUS
          It won't be the Felix Regiment
          without you.

                         MAXIMUS
          I'll return after a season at home.
          Maybe two.

                         QUINTUS
          That means after three or four more
          babies.

                         TITUS
          And you'll be too fat from Vibia's
          cooking to get on your horse by
          then.

                         MAXIMUS
          Should the Gods so bless me.  I
          would be thankful.

Commodus perambulates up to them.

                         COMMODUS
          Hail, warriors.  My congratulations.

                         TITUS AND QUINTUS
                  (bowing)
          Highness.

                         COMMODUS
                  (to Maximus)
          My old friend, my father tells me
          you're returning to Spain?

                         MAXIMUS
          Yes.

                         COMMODUS
          A pity.  I'll need men like you in
          my army...

An awkward glance between the soldiers.  This sort of talk
is offensively premature.

                         COMMODUS
          There are larger division that might
          appeal to you.  Even the Praetorian
          Guard.  You've never been to Rome.
          Imagine arriving as head of the
          Praetorians!  They have really
          splendid uniforms.

                         MAXIMUS
                  (cold)
          I'm going home.

Senators Gaius and Falco join them.

                         GAIUS
                  (to Maximus)
          ... And why not apply for entry to
          the Senate?

                         FALCO
          A war hero with a handsome face and
          a strong heart could go far.

                         COMMODUS
          General Maximus, may I present
          Senators Gaius and Falco.  Beware of
          this Gaius, he'll pour a honeyed
          potion in your ear and you'll wake
          up one day and all you'll say is
          "Republic, Republic, Republic..."

Laughter.

                         FALCO
          Have you never considered Rome?

                         MAXIMUS
          No.

                         COMMODUS
          You've had my ear since we were
          children.  You could be a valuable
          ally in the Senate.

                         GAIUS
          Are you a believer in Republicanism?

                         COMMODUS
                  (laughs)
          There -- I warned you.

                         MAXIMUS
          I'm a soldier, not a politician.

Meanwhile, a dark eye is studying the men through a hidden
slit in the tent wall.  The eye is particularly drawn to
Maximus.

                         GAIUS
          If your heart lies with the people,
          I would back you for the Senate.
          I'm sure Gracchus would as well.

                         COMMODUS
          Not a word about that sodomite
          bastard.

                         GAIUS
                  (smiles to Maximus)
          The august Senator Gracchus has been
          rather a gadfly on the flesh of the
          imperial family.

                         FALCO
          He's a damned provocateur.

                         GAIUS
          He lives under the antiquated
          assumption that the Senate should
          represent the people with vigor.

                         COMMODUS
          I won't tolerate it.  His incessant
          criticism exhausts me.  The man can
          speak for five hours without taking
          a breath.

                         GAIUS
          He serves Rome best when he serves
          it with honesty.

                         COMMODUS
                  (sharply)
          Enough... Maximus, I would like to
          inspect the Felix Regiment at dawn.
          Please arrange it.

                         MAXIMUS
          I can't do that.

                         COMMODUS
          Excuse me?

                         MAXIMUS
          My men have been fighting for five
          solid days.  They're too busy dying
          to go on dress parade.

A beat.  Commodus' eyes flash fire at this public rebuke.
He very quickly gets control.

                         COMMODUS
                  (smiles)
          Of course, how foolish of me.  Some
          other time...

He notes his father being helped out of the tent by
several body slaves.

                         COMMODUS
          Caesar retires early tonight.

INT.  TENT CORRIDOR - NIGHT

Marcus is helped out of the mess tent into a tent corridor
attached.

He sees his daughter Lucilla in the corridor, spying in
through the slit in the tent wall.  He watches her,
smiles.

                         MARCUS
          If only you had been born a man...

She turns to him.  He leaves his body slaves and goes to
her.

                         LUCILLA
          Father.

                         MARCUS
          What a Caesar you would have made.

                         LUCILLA
          You're right.

                         MARCUS
          I think you would have been strong.
          I wonder if you would have been
          just?

                         LUCILLA
          I would have been what you taught me
          to be.

A beat.  They stare at each other.  He finally smiles.

                         MARCUS
          Well, pretend to be my loving
          daughter tonight and walk with me to
          my chamber.

She smiles and takes his arm.  They slowly walk down the
tent corridor as:

                         MARCUS
          This is a pleasant fiction, isn't
          it?

They disappear into darkness.

EXT.  TENT CITY - DAWN

Maximus is slogging through the mud and snow that blankets
the Rome camp.  He stops to observe an unusual sight.

Commodus is stripped almost naked, his chiseled body
covered in a fine sheen of sweat.  He and his six
CENTURION BODY GUARDS are going through their daily
ritual.  They defy the sub-zero temperatures and hack at
small trees with swords.

It is an eerie, zen-like workout.  Commodus' intense
concentration is unnerving.

Maximus watches for a moment then moves on.  He approaches
a large network of tents.  He enters.

INT.  MARCUS' TENT - DAY

Maximus enters Marcus' darkened tent.  Flickering braziers
provide the only light in the enormous Imperial tent.
Heavy beams support the canopy and they creak like the
timbers of a ship as the tent sways slightly in the wind.

Marcus stands before a map of the Roman Empire.

                         MAXIMUS
                  (bows)
          Caesar.

Marcus holds out a scroll.

                         MARCUS
          Read this.

                         MAXIMUS
          I never acquired the art, sir.

                         MARCUS
          Of course.  No matter.  In this
          letter I denote my intention to
          nominate you to stand for the
          Emperorship after my death.

A stunned pause.  Maximus stares at him.

                         MARCUS
          My son is not a moral man.  You have
          known this since you were young.  He
          cannot rule.

                         MAXIMUS
          Caesar, I am honored but --

                         MARCUS
          For twenty years I have been
          spilling blood.  For twenty years I
          have written philosophy and
          ruminated and conquered.  Since I
          became Caesar I have only had four
          years without war.  Four years of
          peace in twenty.  So perhaps I can
          be... forgiven.

A long beat.

                         MARCUS
          While I have been fighting, Rome has
          grown mad and corpulent and
          diseased.  I did this.  And now I
          shall make it right.

                         MAXIMUS
          Sire, you brought the light of the
          Gods to barbarian darkness.  You
          brought civilization and justice to
          the farthest --

                         MARCUS
                  (fierce)
          I have brought the sword -- nothing
          more!  Rome is far away and we
          shouldn't be here.  What matter is
          it to the Gods if we subdue one more
          tribe of Parthians or Gauls?  What
          matter is it to Rome if a thousand
          more barbarians bend to our lash?

A beat.

Marcus sits.  He doesn't look at Maximus.

A pause.

                         MARCUS
          Winter, Maximus.  It's winter now...

A beat.

                         MARCUS
          There was a dream that was Rome.  I
          can only whisper of it now.
          Anything more than a whisper and the
          dream vanishes.  It's so... fragile.
          The true glory of Rome is in a very
          fragile idea.  Imagine a place
          devoted to the rights of the
          citizen.  Where every free man has a
          voice.  That was the dream... And I
          fear it will not survive the winter.

He holds out a hand to Maximus.  Maximus takes his hand,
deeply moved, kneeling.

                         MARCUS
          Let's just whisper here, you and I.

                         MAXIMUS
          Yes, Caesar.

                         MARCUS
          If the dream is ever to live again
          the people must have a true voice.
          The voice I took from them.  That
          all the Caesars took from them, bit
          by bit, conquest by conquest.  And
          now that I am dying I am going to
          give them that voice again.

                         MAXIMUS
          You're not dying.

                         MARCUS
          I am, Maximus.  It's strange... I
          find as I near the end I think
          little of the waning moments around
          me... instead I think much of the
          past... and of the future.  How will
          the world speak my name in years to
          come?  Will I be known as the
          philosopher?  The warrior?  The
          tyrant?  Or will there be a more
          golden sounding to my name?  Will I
          be the Emperor who gave Rome back
          her freedom?

A beat.

                         MARCUS
          Before I die I will give the people
          this final gift.  I will give them
          the Senate reborn.  The voice of the
          people empowered again, as it was
          always meant to be.  It is my design
          that they will elect the next
          Emperor.  And I would put forward
          your name with my backing.

                         MAXIMUS
          Caesar, you do me honor -- but your
          son has pride of place for
          succession.

                         MARCUS
          You are the son I should have had...
          Although I fear in my deepest heart
          that if you had truly been my son my
          blood would have polluted you as it
          did Commodus.  We're a cursed
          bloodline.  We have lived so long in
          power and depravity that we no
          longer remember a life without it.
          We can no longer even imagine a life
          without it.

A beat.

                         MARCUS
          Look at me, son.

Maximus looks at him.

                         MARCUS
          Son... I know that one grove of your
          vineyard is worth more to you than
          all the treasures of Rome.  I know
          one loving word from your wife is
          worth more than the accolades of an
          Empire.  But... a fond old man, who
          loves you more than he can say, begs
          you to at least think about what he
          has said tonight.

                         MAXIMUS
          I shall, Caesar.

A beat.

                         MARCUS
          I'll keep this letter to myself.  I
          hope that with the sunrise you will
          agree.  And embrace me as a father.

Maximus nods and rises.  He begins to go.  Stops.

                         MAXIMUS
          You have always been my father.

He goes.

INT.  TENT CORRIDOR - DAY

Maximus emerges from Marcus' tent into a long tent
corridor, deep in thought.

                         LUCILLA'S VOICE
          He always favored you...

He turns.  Lucilla is waiting.  She glides to him.

                         LUCILLA
          Even over his son.

                         MAXIMUS
                  (turning away)
          That's not true.

                         LUCILLA
          Maximus, stop...
                  (he stops)
          Let me see your face.

He turns to her.

                         LUCILLA
          You've been crying.

                         MAXIMUS
          I lost too many men.

                         LUCILLA
          What does my father intend?

He turns and walks.  She walks with him.

                         MAXIMUS
          I don't know.

                         LUCILLA
          You're lying.  I could tell when you
          were lying even when we were
          children.  You hate it.

                         MAXIMUS
          I never acquired your comfort with
          it.

                         LUCILLA
          True.  But then you never had to.
          Maximus, stop...
                  (he stops again)
          ... Is it really so terrible seeing
          me again?

                         MAXIMUS
          No.  I'm sorry.  I'm tired from the
          battle.

                         LUCILLA
          And you are hurt to see my father
          dying.

A beat.

                         LUCILLA
          He will announce Commodus'
          succession.  That's why he summoned
          us.  Will you serve my brother as
          you served his father?

                         MAXIMUS
          I will always serve the ideals of
          Rome.

A beat.

                         LUCILLA
          Do you know I still remember you in
          my prayers...?  Oh yes, I pray...
          Ever since that day you saved me
          from drowning off Capri.  Do you
          remember?

                         MAXIMUS
          Yes.

                         LUCILLA
          Commodus was so angry that a mere
          peasant -- a Spaniard no less --
          touched the royal person, do you
          remember his anger?

                         MAXIMUS
          Yes.

                         LUCILLA
          Mark this, Maximus:  that is the man
          who will be Emperor.

A beat.

                         MAXIMUS
          May I be permitted to go, Highness?

She smiles sadly.

                         LUCILLA
          There was a time when you didn't
          call me "Highness."

                         MAXIMUS
          And there was a time when you were
          just a little girl drowning in the
          sea.  All that was a different life.

                         LUCILLA
                  (quietly)
          Very different... I wonder if it was
          better?

                         MAXIMUS
          It was more honest.

A moment between them.  We sense there is much to be said,
much that could be said.

Finally:

                         MAXIMUS
          I thank you for your prayers.

He goes.  She watches him walk away.

INT.  MAXIMUS' TENT - NIGHT

Maximus kneels before a small altar in his tent.  He faces
six small figures that represent his dead ancestors.

                         MAXIMUS
          Ancestors, true bloodline, I ask you
          for your guidance.  Bring me your
          solace and your wisdom.  Blessed
          Mother, come to me in my dreams with
          the Gods' desire for my future.
          Blessed Father, watch over my wife
          and my son with a ready sword.  Keep
          them safe until my return.  Whisper
          to them in their sleep that I live
          only to hold them again and all else
          is dust and air.  Ancestors, true
          bloodline, I honor you and will try
          to live with the dignity you have
          taught me.

He looks at his "ancestors" for a moment and then blows
out the candles around them.

INT.  MARCUS' TENT - NIGHT

Commodus' eyes are red with weeping.  He sits, head down,
at the foot of Marcus' bed and speaks to his father.

                         COMMODUS
                  (quietly)
          I search the faces of the Gods for
          ways to please you... to make you
          proud... and I can never do it.  One
          kind word -- one full hug where you
          pressed me to your chest and held me
          tight -- would have been like the
          sun on my heart for a thousand
          years... What is it in me you hate
          so much?  My eyes are your eyes.  My
          hands are your hands.  All I have
          ever wanted was to live up to you.
          Caesar.  Father.

He stands.  We see that he is holding the scroll denoting
Marcus' intention to nominate Maximus as Emperor to the
Senate.  Commodus cannot control his tears.

                         COMMODUS
          Why does Maximus deserve what I
          could never have? -- Why do you love
          his eyes over mine? -- I would
          butcher the whole world -- if you
          would only love me...

Commodus weeps.

INT.  MAXIMUS' TENT - NIGHT

Quintus is waking Maximus --

                         QUINTUS
          General -- Maximus --

                         MAXIMUS
          Quintus -- ?

                         QUINTUS
          The Emperor needs you.  It's urgent.

Maximus leaps up and throws on a cloak, strides out with
Quintus...

EXT.  TENT CITY - NIGHT

Dead of night.  Maximus and Quintus stride quickly through
the sleeping camp toward Marcus' tent.

                         MAXIMUS
          What is it?  Is he ill?

                         QUINTUS
          I don't know...

They continue on toward Marcus' tent.

INT.  MARCUS' TENT - NIGHT

Maximus and Quintus stride into the tent -- Maximus slams
to a halt.  Stunned.

Commodus stands before him.  Lucilla stands in a corner of
the tent, head down.

And Marcus Aurelius dead, lying on his bed.

Maximus stares at Marcus.

                         COMMODUS
          Lament with me, brother, our great
          father is dead.  I want --

Maximus, not even hearing, steps past him to Marcus.

He stands for a moment and then slowly kneels before
Marcus and gently kisses the old man's forehead.  A ritual
farewell.

A moment of silent mourning and then Maximus stands.  He
turns very, very slowly to Commodus.

                         COMMODUS
          General, the Gods' have taken the
          great man and left me alone.  My
          first desire as Emperor is that you
          take my hand in friendship.  I need
          you at my side, Maximus, at this
          moment above all others.  Stand with
          me.

Maximus glares at him:

                         MAXIMUS
          How did he die?

Commodus does not respond.

                         MAXIMUS
          How did he die?

                         COMMODUS
          The surgeons say it was his breath
          that gave out.

Maximus glances to Lucilla, she avoids his eyes.

                         COMMODUS
          Take my hand, Maximus.  I only offer
          it once.

A beat.

Maximus turns back to Marcus.

                         MAXIMUS
          How will the world speak your name
          now, old man?

Without a glance to Commodus, he stalks out.

A silent beat.  Then Commodus nods to Quintus.  Quintus
goes.

Lucilla looks at Commodus for a long moment, her face an
enigmatic tornado of complex emotions.

Then:

                         LUCILLA
          Hail, Caesar.

INT.  MAXIMUS' TENT - NIGHT

Maximus is kneeling before his ancestors, head down, his
fists clenched, praying.

Quintus and four Praetorian ASSASSINS suddenly burst in --
the assassins move immediately to bind Maximus -- swords
at his throat --

                         MAXIMUS
          What -- ?!

                         QUINTUS
                  (ashamed)
          Please don't fight, Maximus --

                         MAXIMUS
          Quintus --

Quintus goes to Maximus' armor, which hangs nearby, and
slowly removes his seal of office.

                         QUINTUS
          I'm sorry, General, Caesar has
          spoken.

They pull Maximus out --

EXT.  MAXIMUS' TENT - TENT CITY - NIGHT

Five horses are waiting.

                         MAXIMUS
          Quintus, what -- ?

                         QUINTUS
                  (anguish)
          I have no choice --

They are almost run over by a stern cohort of twenty
Praetorians who gallop past.  Maximus knows immediately
what this means.

                         MAXIMUS
                  (suddenly)
          My family?!

A beat.

                         MAXIMUS
          What about my family, Quintus?

                         QUINTUS
                  (quietly)
          They will greet you in the
          afterlife.

Maximus lunges at him -- the Praetorians subdue him --
slamming him with a sword hilt -- knocking him
unconscious.

                         QUINTUS
                  (quietly, to
                   assassins)
          Take him as far as the sunrise and
          then kill him.

EXT.  FOREST ROAD - DAWN

The four Praetorian assassins lead Maximus along a road.
He sits slumped in his saddle, drained.

                         ASSASSIN #1
          All right, this is far enough.

The three other assassins climb from their horses.
Assassin #2 pushes Maximus from his horse.  He falls to
the ground hard.

                         ASSASSIN #1
          You two take him down there where no
          one will find him.

                         ASSASSIN #3
          Come on, General...

Assassin #3 and Assassin #4 drag Maximus down a densely
forested hill along the road.  Maximus' hands are still
bound in front of him.  He seems totally lacking in any
resistance.

EXT.  FOREST - BELOW THE ROAD - DAWN

Maximus eyes the two assassins as they troop down the
hill away from the road, he notes their sparkling armor.
The armor of men who have never seen real battle.

                         MAXIMUS
          Have you ever done this before?

                         ASSASSIN #3
          What?

                         MAXIMUS
          Killed a man with a sword?

                         ASSASSIN #3
          Not like this, exactly... this is
          good, you can stop.

They stop.  They are far down the hill, out of sight of
the road.

                         MAXIMUS
          It can be very messy -- you could
          get blood all over your armor.  You
          don't want to hack me up now.  You
          want one clean stroke.

                         ASSASSIN #3
          Would you kneel, General?

Maximus kneels, his whole body secretly coiling.  Assassin
#3 stands over him as:

                         MAXIMUS
          One good stroke -- you do know
          where, don't you?

                         ASSASSIN #4
          Be quiet.

                         MAXIMUS
          If you miss the spot there'll be
          blood everywhere.  Quite a spray.

                         ASSASSINS #3
          All right, where?

                         MAXIMUS
          Here -- you don't want to hit the
          vein on the neck --

Maximus points his bound hands at a spot on the back of
his neck.

                         MAXIMUS
          Put the point of your sword here...
          you want one, good blow right at
          this spot --

Assassin #3 dutifully puts the point of his sword on the
spot on Maximus' neck.

A grave mistake.

Maximus instantly grabs the blade of the sword with his
hands and yanks it from Assassin #3 -- EXPLODING up -- his
hands are bleeding but he tosses the sword into the air
and catches it -- swings the sword with brutal efficiency
-- decapitating both assassins --

EXT.  FOREST ROAD - DAWN

On the road above, the other two Assassins are on their
horses, waiting.

They hear a quick yelp from below.  And then nothing.

Assassin #1 nods for Assassin #2 to check on the
execution.  Assassin #2 canters off the road and down the
hill...

EXT.  FOREST - BELOW THE ROAD - DAWN

Assassin #2 canters down the hillside.

He senses movement behind him -- spins around, drawing his
sword -- too late --

Maximus throws a sword -- it flashes through the air --
and into Assassin #2.

EXT.  FOREST ROAD - DAWN

Assassin #1 waits on his horse.  He hears the commotion
below -- spins his horse around just as Maximus bursts to
the road.  He stands with a sword.

Assassin #1 spurs his horse and gallops toward Maximus at
full speed -- Maximus crouches and prepares --

Assassin #1 and Maximus swirl together for an instant --
both slashing brutally --

Assassin #1 continues to gallop past Maximus.  He stops.
He looks down.  A wound in his stomach.  He falls off his
horse.  Dead.

Maximus has also been wounded -- a deep gash on his side.
He fights the pain as he moves toward the horses...

EXT.  FOREST ROAD - DAY

Maximus is galloping through the forest at lightning
speed, leading four horses behind him.  The gash in his
side bleeding.

EXT.  TENT CITY - DAY

A gloomy day.  Emperor Commodus stands before the
assembled Felix Regiment.

The soldiers are already uneasy.  They note Quintus
standing by Commodus, wearing Maximus' seal of office.
Where is Maximus?

                         COMMODUS
          Even as the Gods curse this dark day
          with clouds, so too does the sun
          begin to shine forth on a promised
          tomorrow.  Even as we mourn the
          passing of our father, so too do we
          celebrate the coming of a bright,
          new age for Rome.  At my side,
          brothers, you shall pull fresh
          glories from the heavens.  At my
          side, brothers, you shall know the
          adoration of the Gods.  Doubly-dark
          is this day because my friend, your
          noble commander Maximus Meridas, has
          been called to Rome to deal with
          urgent matters of state...

Titus glances quickly to Gallus, whose hand is bandaged
from surgery.  They know this cannot be true.

                         COMMODUS
          Until his promised return I
          appointed Quintus Domitian to serve
          in his stead.  I salute you,
          Legionnaires!

                         QUINTUS
                  (raising his sword)
          Hail, Caesar!

The Felix Regiment responds, many unsure.

                         FELIX REGIMENT
          Hail, Caesar!

Commodus strides off and the Felix Regiment slowly
disbands, muttering to one another in confusion.

Titus and Gallus go to Quintus.

                         TITUS
          Quintus, what is -- ?

                         QUINTUS
                  (firmly)
          Don't speak of it.  Never speak of
          it.

He stalks off.  Titus and Gallus, concerned, watch him
follow after Commodus.

INT.  MAXIMUS' TENT - DAY

Lucilla stands in Maximus' tent.  She looks around.  She
gently touches his Lorica Segmentata.  Her fingertips move
along the contours of his armor.  She tries to retain her
neutral demeanor.

She notes his "ancestors" on the small alter.

EXT.  HILLSIDE - NIGHT

Maximus continues to gallop, he is on a different horse.
He leads only two horses now.

EXT.  VINEYARD - DAY

Maximus' home in Spain is beautiful beyond measure.

We see verdant farmlands and vineyards and a spacious
house nestled amid gently rolling hills.

Maximus' eight-year-old SON is in a paddock playing with
his pony.  He stops, sees something.  Over a hill, he can
just glimpse a battle flag, approaching.

He screams with joy and runs toward the flag as he calls:

                         MAXIMUS' SON
          MOTHER!  MOTHER!  FATHER'S HOME!

Maximus' WIFE emerges from the house, drying her hands on
a cloth and smiles.

Maximus' Son races toward the flag.  He can just see the
soldiers beginning to appear over the hill.  Not a Roman
Legion at all.  Twenty Praetorians canter over the hill.

Maximus' Son stops, confused.

EXT.  OLIVE GROVE - DAY

Maximus is galloping up a hill, leading only one horse
now.  The horse he is on is exhausted, spent, foam coats
its neck.  It can't make it.

The horse collapses and Maximus falls.  He immediately
leaps onto the remaining horse and continues riding up the
hill.

EXT.  HILLS AROUND VINEYARD - SUNSET

Maximus is racing over the countryside, galloping in a
frenzy.  His wound is bleeding profusely, coating the side
of his horse.

He rears the horse to a stop for a moment.  Over a hill he
can see thick black smoke rising.  He spurs the horse and
gallops over the hill...

EXT.  VINEYARD - SUNSET

And his worst nightmares are realized.

His home and his vineyards have been destroyed.  The earth
has been scorched and his house is still smoldering.  He
rides up to the house and practically falls off the horse.

He pulls himself up and walks past the smoldering debris
of his house, fearing what he knows he will find.

He sees the bodies of servants scattered about in the
ruins.  He sees a Praetorian battle flag.

He continues on, his wound bleeding more with every
tortured step.  He finally stops.  He stares up.

His wife and his son have been crucified and burnt.  They
are nothing more than grotesquely twisted, charred shapes.

Maximus instantly collapses to his knees -- he howls out
his torment in a heartrending keen of despair as he coats
his face in the ashes of his dead world.  He sinks into
unconsciousness, praying for death.

EXT.  VINEYARD - DAY

An unusual jingling sound is heard.  Maximus appears to be
dead, his gaping wound beginning to fester.

The source of the jingling becomes clear when we see the
feet of Bedouin brigands, with delicate anklets, shuffling
around him.  A hand touches his sandals.  Rich sandals.
Another touches his tunic.  Good cloth.

Suddenly Maximus groans.  The hands stop.  He's alive.  A
bit of quick language in an unknown tongue.

Then the hands grab Maximus and drag him away.

EXT.  SLAVE WAGON TRAIN - DAY

Maximus' eyes slowly open --

Inches away from his face -- a lion roars --

Maximus lurches back.

He looks around to realize he is in a filthy slave wagon.
Three other wagons slowly move over the desert landscape.
Exotic animals are caged in pens or led alongside the
wagons:  lions, panthers, zebras, a giraffe.  A dozen
slaves are chained together alongside sacks of spices and
other cargo.  Bedouin slave traders jabber in a surreal
babel of foreign tongues.

And someone is looking at him.  JUBA, a striking African,
is gazing at him impassively as he chews something.  Juba
is also chained.

                         MAXIMUS
                  (weakly)
          Am I in Hades?

                         JUBA
          Yes.

Juba spits what he has been chewing into his hands and
moves to Maximus.

                         JUBA
          For your wound...

Maximus stares at him.

                         JUBA
                  (nods)
          For your wound.

Maximus looks down -- the bloody wound at his side.

Juba carefully places his poultice over the wound --
Maximus hisses in pain -- Juba massages the poultice into
the wound gently as:

                         JUBA
          If you die in the wagons they feed
          you to the lions... The lions are
          worth more than we are.  I think we
          are worth more than the zebras
          though.  So they don't feed us to
          them.

Maximus stares at him.  Juba looks down at him with the
barest hint of a smile.

                         JUBA
          I'm not sure about the giraffe.

EXT.  SLAVE MARKET - DAY

The heat of Morocco is unlike anything Maximus has ever
known.  Shimmering heat waves undulate over the sand.

The provincial market is bustling like the proverbial
anthill.  Slave traders and dealers and merchants move
around, all talking very quickly and very emphatically.

Maximus, Juba and a number of other slaves are on display,
poked and prodded and fondled.  Their BEDOUIN SLAVE TRADER
sings out their praises to any passers.

The crowd parts almost magically for the dramatic arrival
of PROXIMO.  Proximo is a large man of immense appetites.
He has the ferocious appearance of a true pirate.  Two
slaves follow behind him and impotently swat at flies with
switches.

                         SLAVE TRADER
          Proximo, my old friend, see what I
          have for you today -- !

Proximo SLAMS a fist into the Slave Trader's face.  The
Slave Trader sails back.

                         PROXIMO
          Those giraffes you sold me won't
          mate!  All they do is run around not
          mating!  YOU SOLD ME EUNUCH
          GIRAFFES!!

The Slave Trader pulls himself up, hugely obsequious.

                         SLAVE TRADER
          I will make it up to you, Master.
          It's bargain day for you!  Look,
          look, look -- I have two lions and a
          panther -- hear how they roar for
          you!  "Bring me home, Proximo!"

Proximo examines the animals.

                         PROXIMO
          How much for the lot?

                         SLAVE TRADER
          For you -- 8,000 sesterces.

                         PROXIMO
          For me -- 6,000 sesterces and I want
          to see their balls first.  And you
          throw in those two slaves.

                         SLAVE TRADER
                  (moves to Maximus)
          What about this one?  Look at the
          arms!

Proximo moves to Maximus.  The Slave Trader forces open
Maximus' mouth.

                         PROXIMO
          Good teeth --

Proximo notes the many old battle scars on Maximus' body.

                         PROXIMO
          Where did you get those scars?   

Maximus doesn't respond.

                         PROXIMO
          Are you a soldier?

Maximus doesn't respond.

                         PROXIMO
          Do you speak? --
                  (he roars back to a
                   slave)
          KEEP THOSE DAMN FLIES OFF ME!
                  (back to Maximus)
          He's dying.

                         SLAVE TRADER
          1,000 sesterces.

                         PROXIMO
          My ass...
                  (moves to Juba)
          You throw in this one and we'll make
          it 7,000 sesterces for the whole
          lot.

                         SLAVE TRADER
          I have to eat, Master!  He's my
          finest, I couldn't let him go as
          part of the lot for less than 9,000
          total...
                  (back to Maximus)
          I tell you this one is prime.  He's
          a Spaniard and killed fourteen of my
          men before he could be subdued!

Proximo looks at Maximus, notes the many battle scars
again.  The scars, and something he senses in Maximus'
eyes, is enough for Proximo to consider it.

                         PROXIMO
                  (to trader)
          All right, let's see.

The Slave Trader and his colleagues grab Maximus and
bustle him across the market, unlocking his chains.
Maximus has no idea what's going on.

In the center of the market place, a veritable GIANT of a
man sits on a small stool, a wooden sword in his hand.  He
is hunched over and chained to the ground by a ten foot
chain shackled to his ankle.  A think metal helmet is
riveted around his entire head, only long turfs of hair
emerging.  His dim eyes stare listlessly through a slot in
the helmet.

The Slave Trader puts a wooden sword in Maximus' hand and
shoves him toward the Giant.  The Giant stands.  He towers
over Maximus.

The Giant suddenly swings his sword -- he moves with
remarkable quickness -- Maximus makes no attempt to block
the blow -- it sends him flying to the ground.

Maximus pulls himself up.

The Giant moves in and hits him again -- Maximus recoils
-- the Giant hits him again -- Maximus falls.

Maximus pulls himself up.

The Giant moves in again -- he slams him a few more times
-- Maximus makes no attempt to protect himself -- he
falls.

Maximus pulls himself up.

The Giant is about to attack again --

                         PROXIMO
                  (to Slave Trader)
          That's enough.

                         SLAVE TRADER
          STOP!  STOP!

His colleagues race into the ring and haul the Giant away
from Maximus.  The Giant quietly sits back on his stool.

Proximo studies Maximus for a moment and then glances to
the Slave Trader.

                         PROXIMO
          I'll give you 500 sesterces.

                         SLAVE TRADER
          No -- no -- 1,000!

                         PROXIMO
                  (laughs)
          Come, don't quibble with your old
          friend.  I'll take the lions, the
          panther, the Numidian and this one
          for 7,000.  And I'll buy you the
          best whore in the town for two
          nights.  She's an enormous mountain
          of flesh who craves a stern hand.

                         SLAVE TRADER
          How could I say no to my old friend
          Proximo?

EXT.  PROXIMO'S SCHOOL - DAY

Maximus and Juba are crammed into a wagon with about ten
other slaves, including a very scared and reedy SCRIBE.
Other wagons are filled with exotic animals, including
several lions.

The wagons move through a crowded casbah and are taken
through an imposing set of gates to...

EXT.  PROXIMO'S SCHOOL - COMPOUND - DAY

An open compound in Proximo's school.  On one side of the
compound is a series of cages filled with wild animals of
every description -- including Proximo's two hapless
giraffes.

Proximo's house slaves begin unloading the newly purchased
exotic animals into cages as Maximus and the new slaves
are unloaded.  Heavily armed guards supervise everything.

But Proximo's slaves are having a bit of a problem with
one of the new lions -- it growls and resists them.

Without the slightest hesitation, Proximo thunders to the
lion and grabs it by the mane -- manhandling it into a
cage.

                         PROXIMO
          COME ON, YOU FILTHY BEAST!

He kicks the lion in the rear as he shoves it into the
cage.

Proximo's provincial school resembles nothing so much as a
seedy prison.  The fading grandeur of the decaying
battlements and the sweeping North African architecture
only slightly mitigate the brutal feel of the place.

And if Maximus had any doubts as to Proximo's profession
-- all doubts are washed away when he sees the compound.

Twenty GLADIATORS are working out in the compound --
hacking at practice dummies and sparring.  The many
heavily armed guards oversee everything.  The gladiators
stop working out as they see the new slaves enter.  They
eye their potential new opponents warily.

One huge, glowering gladiator -- VIBIUS -- watches with
particular interest.  His eye is quickly drawn to the most
obvious athlete:  Juba.

The new slaves are herded to the middle of the compound
and house slaves immediately begin throwing buckets of
water on them, cleaning them.

Meanwhile, Proximo shrugs off his cloak.  A slave brings
him wine as he give his "welcoming speech" to the new
slaves:

                         PROXIMO
          Slaves.  I am Proximo, trainer of
          gladiators.  You live and die at my
          pleasure.  Fight well and you will
          live.  Fight poorly and you will
          die.  It is better to live.

Slaves now toss thick handfuls of powdered lime on the new
slaves -- they cough and clench their eyes shut, the lime
coats and stings their wet bodies.

                         PROXIMO
          Here you will be trained in the art
          of combat.  Here you will be given
          the tools to survive.  Please my
          patrons in the arena and all the
          gifts of the world will be showered
          upon you.  Imagine riches beyond
          your paltry dreams of riches!
          Imagine fame beyond your rude
          understanding of the word!  All this
          can belong to the select few who
          prove their worth in the arena.

Slaves throw more water on the new slaves -- washing off
the lime.

                         PROXIMO
          If... on the other hand... you
          disappoint me... you will be
          dismembered and fed to my jackals
          limb by limb.

He gazes evenly at his new acquisitions.

                         PROXIMO
          And my jackals are always hungry.

He strides off and the guards shove the new gladiators
toward their cells.

INT.  PROXIMO'S SCHOOL - MAXIMUS' CELL - NIGHT

Maximus and Juba share a small, filthy cell.  The cell
door faces the open compound.  Across the compound they
can see the much more comfortable cells of the "star"
gladiators such as Vibius.

They both sit on the floor, leaning against the wall.
Juba is eating a bowl of food with a wooden spoon.
Maximus' bowl and spoon are at his side, he has not
touched them.

                         JUBA
          Have you killed a man before?

Maximus does not respond.

                         JUBA
          You should eat.  You'll need your
          strength tomorrow.

Maximus does not respond.

                         JUBA
          I've never killed a man.  But I
          think you have.

Maximus does not respond.

                         JUBA
          I almost killed once.  The Romans
          destroyed my village.  I was with a
          hunting party and when we
          returned... I would have killed
          every Roman in the world.

A long beat.

                         JUBA
          If you don't eat you will die.

Maximus does not respond.

A beat.

                         JUBA
          In the village I come from there was
          a man once.  He went fishing one day
          and his boat was attacked by
          crocodiles.  One of them ate his
          leg.  He pulled himself to the shore
          and a lion attacked him.  It ate one
          of his arms.  He dragged himself
          through the desert on the way home
          and a scorpion stung his eye.  So he
          only had one eye.  When he reached
          the village I sat with him.  I said,
          "You have lost a leg, an arm and one
          eye.  You must have a mighty will to
          live."  He said, "No, Lord, it's
          just better than the alternative."

Maximus finally looks at him.

                         JUBA
          Life is a gift from our fathers to
          us.  Who are you to give it up for
          lack of lifting a spoon?

Maximus does not respond.

EXT.  PROXIMO'S SCHOOL - COMPOUND - NIGHT

Maximus and Juba are being observed.  Proximo stands in
the shadows of the compound and watches intently.

EXT.  SLAVE WAGON - PROVINCIAL STREETS - DAY

Blood appears to be flowing across an oxen's back.  But
the blood is too rich, too red.

The oxen are pulling an open slave wagon through the
crowded streets of the town.  Hanging above the street is
dyed wool drying in the sun.  Vermilion and crimson dyes
drip down and splash across the oxen -- and splash across
the gladiators.

Maximus, Juba, the formidable Vibius are chained in the
back of the wagon.  Also the frightened Scribe.

Proximo and a few of his guards drive the wagon.  Proximo
has an umbrella over him, colored with years of dripping
dyes.

They pass a banner honoring Vibius, the star of Proximo's
stable.

Meanwhile, the terrified Scribe is almost weeping,
chattering nervously to Vibius, chained next to him:

                         SCRIBE
          I know nothing of armaments and
          warfare!  I'm a scribe -- I write
          down words!  I can write down seven
          languages --

                         VIBIUS
          Be still.

                         SCRIBE
          I don't -- how do you hold the
          sword?!  I've never held a sword!

                         VIBIUS
          You point the sharp end at your
          opponent and you shove it in his
          guts.

                         SCRIBE
          I can't -- I --

He suddenly vomits.

                         VIBIUS
                  (calling to Proximo)
          Proximo!  You insult me with this
          carrion!  Chain him to someone else!

                         PROXIMO
                  (calling back)
          Don't worry, noble Vibius, he won't
          be bothering you for long.

The Scribe begins to weep.

The crowds in the street jeer at the passing gladiators.
Occasionally throwing trash at them.  A pack of children
run alongside the wagon, chanting:

                         CHILDREN
          Dead guts!  Dead guts!  Dead guts!

Maximus watches the children for a moment and then another
sight draws his attention.  Over some buildings he can see
vultures circling in the distance.

EXT.  PROVINCIAL ARENA - DUGOUT - DAY

In the cramped holding area of the arena, a dugout beneath
the stands, Maximus and the other gladiators are waiting.

Proximo walks before them, giving a final "pep talk."  He
gazes at them evenly, his eyes going from face to face.

                         PROXIMO
          Some of you say you can't fight, you
          won't fight... They all say that...
          But one day you will pick up a sword
          and thrust it into another man.  And
          the crowd will cheer you and love
          you.  And you will love them for it.
          On that day... you will be a
          gladiator.

He stops at Maximus.

                         PROXIMO
          In this life, we all die.  All we
          can choose is how we die.  And how
          we are remembered.  Be remembered
          proudly.

Drums are heard from the arena.  Proximo nods to a waiting
blacksmith.

The blacksmith begins slamming shackles on the gladiator's
wrists -- chaining them together in teams of two by a
chain about four feet long.

The blacksmith is about to chain Maximus to the Scribe.

                         PROXIMO
          No...
                  (he points to Juba)
          ... give the Spaniard to him.  Give
          the Scribe to Vibius.

Proximo nods to Vibius, who, for reasons we shall soon
see, makes no protest to being chained to the whimpering
Scribe.

Proximo watches the blacksmith shackle Maximus and Juba
together and then strides off.

                         JUBA
                  (to Maximus)
          Are we going to fight each other?

EXT.  PROVINCIAL ARENA - DAY

Proximo sits in a box with several other GLADIATOR
TRAINERS.  They drink wine and eat constantly.  A
perpetual chatter of wagers and odds and side bets.

The arena is only sparsely attended this day.

                         PROXIMO
          Make it 600 sesterces for each
          decapitation.

                         TRAINER #1
          How many strokes?

                         PROXIMO
          Two.

                         TRAINER #1
          For the great Vibius, one stroke.

                         PROXIMO
          Done.  400 sesterces for two
          strokes.

In the arena:

Proximo's chained teams enter the arena, five teams.
Maximus and Juba are chained together.  Some of the small
crowd cheers for Vibius.  He acknowledges the cheers.  He
is chained to the weeping Scribe.

In the box:

Trainer #1 laughs.

                         TRAINER #1
                  (re: Vibius)
          Who's he with?

                         PROXIMO
          A Greek Scribe.

                         TRAINER #1
          I'll raise the wager.

                         PROXIMO
                  (smiles)
          Give me odds, friend.

In the arena:

From the opposite end of the arena a dozen armored, very
scary Andabatae thunder into the arena.  Some of the crowd
cheers.

The Andabatae immediately race for the chained teams and
the battle is on.

Vibius spins into action -- dragging the weeping Scribe
after him as he circles opponents and fights -- the Scribe
is almost instantly killed -- Vibius immediately hacks
through the Scribe's wrist and frees himself, as Proximo
surely intended.  Vibius is now free to fight alone,
swinging the chain as an additional weapon.

Juba's eyes dart everywhere as he tries to move with
Maximus -- Maximus neither helps nor hinders -- allowing
Juba to pull him along --

Proximo, now that his star Vibius is safe, watched Maximus
and Juba closely.

Juba fights well, with a strange elegance, his body
flowing like liquid -- but he is inexperienced.  He
strikes a few blows and then tries to move away -- finally
he is in trouble -- cornered -- a huge Andabata is slicing
at him -- it is a desperate battle -- Juba is losing --
his sword is slammed away -- the Andabata raises his sword
for the kill --

And Maximus strikes.

With a sudden roar he EXPLODES into action -- he swings
past Juba and blocks the blow meant for Juba -- then he
slashes the Andabata -- killing him -- he pulls Juba after
him as he fights --

It is a dazzling display of Maximus' skill -- he moves
through the Andabatae at amazing speed -- spinning around
Juba and protecting him -- slashing ruthlessly -- pulling
Juba after him and commanding the battle -- Juba recovers
a sword and they fight together.

In the box:

Proximo watches, smiles.  A gladiator is born.

EXT.  ROME - WAGON - DAY

SENATOR GRACCHUS, an imposing, moral and corpulent man in
his 60's, is riding in a luxurious wagon with Senator
Gaius.

And CAPTAIN MARCELLUS, the handsome Head of the Roman City
Guard.

Their wagon slowly maneuvers through the crowded streets
of Rome.  The cosmopolitan bustle of the great urban
center is everywhere around them.

                         GRACCHUS
          We have plague in the Hebrew Quarter
          and it is spreading... we have
          looting at the granaries... we have
          so much filth in the Tiber that the
          water is undrinkable... we have
          Praetorian Guard units that are
          demanding protection payments from
          the merchants at the exchange --

                         MARCELLUS
          My City Guard units have tried to
          curtail these excesses but no
          constabulary can police the entire
          city.  And the Praetorians outnumber
          us two to one.

                         GRACCHUS
          Rome dies as the Emperor plays at
          beneficence.  At least Nero gave us
          music!

                         GAIUS
          Do you think he'll listen to us?

                         GRACCHUS
          It is his duty to hear the will of
          the Senate.

Their wagon stops -- hopelessly stuck in a massive traffic
jam of chariots, wagons and sedan chairs.

                         GRACCHUS
          Not to mention the damn traffic!

INT.  PALACE - THRONE ROOM - DAY

Emperor Commodus is standing before a group of male
children and their tutors in his throne room.

The throne room is still very much the province of his
father.  Manuscripts and astronomical charts and papyrus
scrolls and wax tablets litter the heavy desk.  A large
bust of Marcus Aurelius is in one corner.

Lucilla and Senator Falco are present.  So too Senators
Gracchus and Gaius and Captain Marcellus.

A well-rehearsed child presents Commodus with a laurel
wreath.

                         CHILD
          We honor Caesar with the laurel to
          show our love and appreciation for
          his benevolence.

                         COMMODUS
          Caesar is honored to accept your
          tribute, Citizen Scholar.

The child smiles and moves back to his fellows.

                         COMMODUS
                  (to all)
          It is the most sacred duty of the
          Emperor to oversee the education of
          the young.  If I could leave no
          other legacy than the scholarship of
          all children my life would be
          blessed.  Tutors, you hold the
          future of Rome in your hands.  Teach
          them well so that they will bring
          honor to the Empire.  I salute you.

Commodus actually bows before them, an unimaginable honor.

The tutors bow in response and herd the children out.

                         COMMODUS
          Look at them, Senators... my truest
          gift to Rome.

                         GRACCHUS
          Darling children, to be sure, now if
          I may proceed?

                         COMMODUS
                  (sighs)
          Very well...

Commodus moves to the desk, standing over it and gazing at
Marcus' scrolls as:

                         GRACCHUS
          Caesar, your presence in Rome is an
          invaluable opportunity to begin
          correcting some of the ills that
          have beset the city since your
          father went to the wars.  We would
          like to --

                         COMMODUS
          Peace, good Gracchus, peace...

Commodus slowly begins pushing Marcus' papyrus scrolls off
the desk to the floor, one by one, as:

                         COMMODUS
          My beloved father was a careless
          shepherd to his flock.  I shall be a
          good father to my children.  I shall
          remain in Rome and show them how
          they are loved.

                         GRACCHUS
          With respect, sire, the people don't
          need love -- they need law.  The
          Senate has prepared a series of
          protocols to begin addressing the
          corruption in the city --
                  (Gaius hands him a
                   scroll)
          -- starting with basic sanitation in
          the Hebrew Quarter.  If Caesar could
          study this and --

                         COMMODUS
          You see that's the very problem,
          isn't it, my old, old friend?  My
          father spent all his time at study.
          At books and learning and
          philosophy...

As Commodus speaks he moves to the chair behind the desk,
tries it, doesn't like it, nods to a slave.  The chair is
whisked away.

                         COMMODUS
          He spent his twilight hours reading
          scrolls from the Senate.  All the
          while, the people were forgotten.

                         GRACCHUS
          The Senate is the people.

                         COMMODUS
          I doubt many of the people eat so
          well as you do, Senator Gracchus...

As Commodus speaks he moves to the bust of Marcus, studies
it, doesn't like it, nods to a slave and the bust is
whisked away.  Lucilla watches this closely.

                         COMMODUS
          I doubt many of the people have such
          splendid armor, Captain Marcellus.
          Or such fine mistresses, Senator
          Gaius.  No... only their true father
          knows what the people need.  I shall
          show them they are loved.  I shall
          hold them to my bosom and embrace
          them tightly --

                         GRACCHUS
          Have you ever embraced someone dying
          of plague, sire?

Commodus stops.  Looks at him.  A lethal moment.

                         COMMODUS
          No.  But if you interrupt me one
          more time I assure you that you
          shall.  I will emulate the immortal
          Caesars of the past.  I will give
          the people what they truly want.
          Starting this day I will draw all of
          Rome to the Colosseum.  I will give
          them bread.  And they will want
          nothing more.

Startled looks between Gracchus, Gaius and Marcellus.

                         GRACCHUS
          You want to hold games?

                         COMMODUS
          Not just any games, Senator!  A
          series of games that will make the
          Gods envious and leave my children
          happy!  I will subsidize the arena
          from this day forth -- and I will
          culminate this celebration in a
          great spectacle the likes of which
          the world has never seen!  A great
          spectacle to honor my father!
          Magnificent, unending weeks of
          festivity all in the name of Marcus
          Aurelius!

A beat.

                         GRACCHUS
          If I may, Caesar... how are you
          going to pay for this?

                         COMMODUS
          That is not your concern.

Gracchus ignores a warning look from Gaius.

                         GRACCHUS
          Respectfully, sire, taxation and
          import duties are the exclusive
          province of the Senate --

Commodus spins on him so quickly and with such feral
violence that everyone is shocked --

                         COMMODUS
          MY FATHER DESERVES TO BE HONORED AND
          I WILL HONOR HIM! -- AND THE PEOPLE
          WILL LOVE ME! -- AND THE SENATE WILL
          OBEY ME OR EVERY ONE OF YOU WILL
          BURN!  BURN!  BURN! -- I WILL HAVE
          ORDER!

He snarls like a great jungle cat and he stalks away.
Senator Falco quickly follows.

A dreadful silence.

Then:

                         LUCILLA
          Gentlemen, in the future do not
          concern my brother with these
          matters.  Come to me.

She sweeps out.

A beat.

                         MARCELLUS
          Games?  He wants to hold games?

                         GAIUS
          It's madness.

                         GRACCHUS
          No... it's not...

A beat.

                         GRACCHUS
          He knows who Rome is.  Rome is the
          mob.  He will conjure magic for them
          and they will be distracted.  And he
          will takes their lives.  And he will
          take their freedom.  And still they
          will roar.  The beating heart of
          Rome isn't the marble of the Senate.
          It's the sand of the Colosseum.  He
          will give them death.  And they will
          love him for it.

INT.  PROVINCIAL ARENA - DUGOUT - TUNNELS - DAY

Maximus is marching relentlessly through the dugout and
cramped, serpentine trench-like tunnels that lead to the
arena.

We don't really see Maximus well in the dark tunnels.

Proximo scurries to keep up with him -- they brush past
gladiators who line the walls.  Some are wounded, some are
being attended to by surgeons, some are shell-shocked,
some are nervously waiting to go on, whispering prayers.

We twist and turn in the tunnels with Proximo and Maximus
as:

                         PROXIMO
                  (quickly)
          I've wagered on you against the
          Celts -- ignore the others and go
          for them -- there are two axe-and-
          net and two long spear.  Now the
          Celts aren't used to the sun so you
          have the advantage there...

The roar of the crowd is growing, they are nearing the
arena...

                         PROXIMO
          And keep them moving, their lungs
          aren't strong, ground the spears as
          soon as you can and then go for the
          ax-men.  If you get all four there's
          an extra bonus so don't be
          distracted by the Spartans...

Without a word to Proximo, or a moment's hesitation,
Maximus strides into the arena.

EXT.  PROVINCIAL ARENA - DAY

We continue with Maximus as he strides into the roaring
arena.

We finally see him in the blazing sunlight -- he wears
traditional gladiator armor and now has longer hair and a
beard --

A battle is already in progress, fighting and dead and
dying gladiators crowd the arena --

We stay with Maximus as he wades through his opponents,
fighting them heroically, slashing through them without
stopping --

The large crowd cheers mightily -- chants of "Spaniard!
Spaniard!  Spaniard!"

We stay with Maximus as he cuts through the four Celts
like a scythe through wheat and then we dramatically pull
up and away --

Taking in the roaring arena and the hero.

EXT.  PROXIMO'S SCHOOL - COMPOUND - NIGHT

A large mess area has been set up.  The tables around the
compound are crowded with gladiators.  Guards everywhere.

Maximus and Juba enter.  Move to get food.  All
conversation gradually drains away as the other gladiators
watch them.  Silence.

Maximus and Juba note the strange silence as they move to
a large table.

Vibius is at the table with a number of other gladiators.
There are no places for Maximus and Juba.

Vibius stands and kicks two other gladiators off their
bench.

                         VIBIUS
          MOVE ASIDE!  THIS IS A TABLE FOR
          MEN!

Maximus and Juba sit.

Vibius remains standing.  He begins to pound on the table
with his fist.  Soon all the gladiators are pounding on
their tables.  It is a cacophonous din honoring Maximus.

INT.  PROXIMO'S SCHOOL - PROXIMO'S CHAMBER - NIGHT

Proximo sits on a terrace overlooking his compound,
sipping wine.  Various gladiators can be seen working out
below.

A guard brings Maximus.  Proximo nods for the guard to
leave.

                         PROXIMO
                  (holding up a plate)
          Butterfly?

The plate is filled with honeyed butterflies, their wings
still moving slightly.

Maximus shakes his head.  Proximo pops one into his mouth.
He chews as he looks at Maximus.

                         PROXIMO
          Perhaps you'd like a woman?

Maximus shakes his head.

                         PROXIMO
          Boy?

Maximus shakes his head.

A beat.

                         PROXIMO
          Gold?

Maximus shakes his head.

                         PROXIMO
          Well, I have nothing left to offer
          you!  A man who turns down a
          butterfly, a woman, a boy and gold
          confuses me.  Personally, I'd grab
          them all and then grab some more
          because the Gods are fanciful and
          take us at their whim.  Does the
          Spaniard have any needs?

Maximus shakes his head.

A beat.  Proximo studies him.

                         PROXIMO
          You fight like a soldier.  You have
          wounds like a soldier who has been
          on long campaigns.  You eye the
          world around you like an enemy.
          What is your name, Roman soldier?

                         MAXIMUS
          Gladiator.

A beat.

                         PROXIMO
          And nothing more?

                         MAXIMUS
          Nothing more.

A beat.

Proximo watches Maximus very closely for the following:

                         PROXIMO
          In two days we leave for Rome.

Maximus' eyes suddenly flash to Proximo.  He is
transfixed, his eyes burning.

                         PROXIMO
          Ah... so it's Rome you want.  Well
          you shall have her, Gladiator.  The
          new Emperor has ordered a series of
          matches to culminate in a grand
          spectacle.  If you do well I shall
          become very, very rich.  If you do
          well enough I shall set you free.
          Is it freedom you want?

A beat.

Maximus shakes his head.

                         PROXIMO
                  (quietly)
          Not even that.

                         MAXIMUS
                  (barely controlled)
          The Emperor -- will he be there?

                         PROXIMO
          Oh yes.  He's apparently quite mad
          about the games.  Spending a
          fortune, which is, needless to say,
          good for me again.  But what is good
          for you, Gladiator?

                         MAXIMUS
          Have you -- how does one meet the
          Emperor?

                         PROXIMO
          As a gladiator?

                         MAXIMUS
          Yes.

                         PROXIMO
          One doesn't.

A beat.  Proximo sees that Maximus' mind is racing.

                         PROXIMO
          Except... If one has proven oneself
          in battle.  If at the end of the
          games you are the final man standing
          -- the Emperor will present you with
          a small wooden sword.  The sword is
          your freedom.

                         MAXIMUS
          He give it personally?

                         PROXIMO
          He did to me...
                  (Maximus is surprised
                   at this)
          Our great father Marcus Aurelius
          looked into my eyes and touched me
          on the shoulder.

                         MAXIMUS
          You knew Marcus?

                         PROXIMO
          I didn't know him.  He touched me on
          the shoulder.  Just once.  But that
          was enough.

A beat.

                         PROXIMO
          All right, Gladiator.  We shall go
          to Rome together and have bloody
          adventures.  The Great Whore will
          suckle us until we are fat and happy
          and can't suck another drop.  That
          is Rome.

INT./ EXT.  SLAVE WAGON - OUTSIDE ROME - EVENING

Maximus is crouched in the back of an enclosed slave wagon
with Vibius, Juba and a few other gladiators.

In the distance, Rome.

INT.  PALACE - COMMODUS' BEDROOM - NIGHT

Commodus sits on his bed, rubbing his aching head.
Lucilla is preparing a drink for him, a medicinal tonic.

                         COMMODUS
          All my desires are splitting my head
          to pieces -- there's so much I want
          to do -- but all my efforts to show
          my children they are loved go
          unappreciated by those dragons in
          the Senate --

                         LUCILLA
                  (mixing tonic)
          Quiet, brother...

Unseen by him, she adds a little special powder to the
drink from a vial secreted in her robe.

                         LUCILLA
          Leave the Senate to me.  Don't
          trouble yourself.

                         COMMODUS
          All I want is to be a good father to
          my people.  Why don't they
          understand that?

She goes to him.

                         LUCILLA
          Shhh.  The tonic will help...

She takes a sip and then hands it to him.

                         LUCILLA
          Yes, just drink this down.

She sits on the edge of the bed.  He drinks as:

                         COMMODUS
          I must take a firmer hand with them.
          They must know their father can be
          firm.  As our father was firm with
          us.

                         LUCILLA
          Our father lost his way.  His
          mistake was believing the old songs
          of the "Republic."  We know better.
          So let the Senate talk.  They have
          no real power.

                         COMMODUS
          Yes... yes... you always know the
          way.  You were always so wise in
          these matters...
                  (he takes her hand)
          You know if I didn't have my duty to
          Rome I think I should be an artist.
          I should go away and paint pictures
          of the sea and leave all the
          politics to you...

A beat.  He is sleepy, he lies back on his bed.

                         COMMODUS
          Will you stay with me?

                         LUCILLA
                  (smiles gently)
          Still afraid of the dark, brother?

                         COMMODUS
          Still.  Always.

A beat.

                         COMMODUS
          My dreams would terrify the world.

A beat.

                         LUCILLA
          I'll stay with you until you are
          asleep.

                         COMMODUS
                  (falling asleep)
          And after... just sit with me.  Keep
          me safe...

He is asleep.

She watches him for a moment and then rises.

She goes.

INT.  PALACE - HALLWAY - NIGHT

Lucilla moves down a long corridor in the palace and blows
out candles as she goes.

She finally arrives at her own chamber and enters...

INT.  PALACE - LUCILLA'S CHAMBERS - NIGHT

Senators Gracchus and Gaius and Captain Marcellus are
waiting.

                         LUCILLA
          He's asleep.  Be quick.

                         GRACCHUS
          We've taking a sounding, the Senate
          is with us.

                         LUCILLA
          Good.

                         GRACCHUS
          But we are only words.  We are air.
          We need steel.

                         MARCELLUS
          The City Guard is faithful to the
          Republic.  But we don't stand a
          chance against the Praetorians.

                         LUCILLA
          Can they be bought?

                         MARCELLUS
          They are zealots -- totally
          committed to your brother.

                         GRACCHUS
          Well, can they at least be rented
          for a day?

                         MARCELLUS
          I doubt it.  He pays them exorbitant
          salaries and lets them loot and
          extort as they see fit.  The city
          belongs to them.

                         LUCILLA
          And they've started arresting
          scholars now.  Anyone who dares
          speak out -- even satirists and
          chroniclers.

                         MARCELLUS
          And mathematicians and Christians.
          All to fill the arena.

                         GAIUS
          And what pays for it?  These games
          are costing a fortune and yet we
          have no new taxes.

                         LUCILLA
          The future.  The future pays for
          it...

A beat.  She looks at them.

                         LUCILLA
          He's started selling the grain
          reserves.   

                         GAIUS
          No.

                         MARCELLUS
          That can't be true...

                         LUCILLA
          He's selling Rome's reserves of
          grain.  The people will be starving
          in two years.  I hope they are
          enjoying the spectacles because soon
          enough they will be dead because of
          them.

                         MARCELLUS
          Rome must know this.

                         LUCILLA
          And who will tell them?!  You,
          Marcellus?  You, Senator Gaius?
          Will you make a speech on the Senate
          floor denouncing my brother?  And
          then see your family in the
          Colosseum?  What town-crier would
          dare?

A long beat.

                         LUCILLA
          He must die.

A beat as her words sink in.

                         GAIUS
          The Praetorians would only seize
          control themselves.

                         LUCILLA
          No -- cut off the head and the snake
          cannot strike.

                         GRACCHUS
          Lucilla, Gaius is right.  Until the
          City Guard can neutralize the
          Praetorians we can accomplish
          nothing.

                         MARCELLUS
          And I haven't enough men.

                         LUCILLA
          What about the army?

                         GAIUS
          No Roman army has entered the
          capital in a hundred years.

                         LUCILLA
          So we do nothing?!

A door opens, a voice...

                         LUCIUS' VOICE
          Mother...

An eight-year-old boy stands in a doorway, sleepy.  He is
LUCIUS, Lucilla's son.

                         LUCIUS
          I heard voices...

                         LUCILLA
                  (going to him)
          It's all right, darling, you --

Lucius suddenly notices Senator Gracchus:

                         LUCIUS
                  (running to Gracchus)
          Senator!  What did you bring me?!

He leaps onto Gracchus -- Gracchus laughs and pulls
something from his robe.

                         GRACCHUS
          For you prince Lucius... a sea
          monster!

Gracchus gives Lucius a beautifully painted toy of a sea
serpent.

                         GRACCHUS
          Off the coast of Achaea they grow
          twenty times this size, with
          snapping teeth to devour any nasty
          Praetorians they come across... now,
          where is Achaea?

                         LUCIUS
          Below Macedonia!

                         GRACCHUS
          Show me on the map.

Lucius runs to a map and stabs his finger at Achaea.  We
sense this is an old game between them.

                         LUCILLA
          Lucius, you go in now, I'll be in
          shortly.

                         LUCIUS
                  (to Gracchus)
          Thank you, Senator Mountain!

                         GRACCHUS
          You're welcome, Prince Anthill!

Lucius goes.  Lucilla shuts the door after him.  A moment.
She turns to the others, a deep anguish in her eyes.

                         LUCILLA
          What are you going to do?

Gracchus goes to her, holds her.

                         GRACCHUS
          Peace child... One dark night the
          Gods will light our path.  They will
          give us the voice we need.  Have
          faith in that.  Have faith.

INT./ EXT.  ROMAN STREETS - SLAVE WAGON - NIGHT

Maximus cranes for a sight of the Eternal City through a
hole in the wooden slats that cover the slave cart.

He can see only glimpses of Rome as they pass.  But the
images are not what he expected.  Alongside the undeniable
glory of the city, the madness and disease Marcus Aurelius
spoke of are readily apparent.

Maximus sees flashes of plague victims being tossed on
carts heaped with bodies -- he sees getting and spending
and commerce everywhere -- he sees fascist Praetorian
Guard units trooping past -- he sees the magnificent
architecture of the city -- he sees starving children
begging from filthy gutters -- he sees rich citizens out
for a stroll -- he sees a swirling combination of
sophistication and depravity, of civilization and
corruption.

He sits back in the cart, deep in thought.  Vibius looks
at him.

                         VIBIUS
          Not what you expected?

                         MAXIMUS
          No.

                         VIBIUS
          Rome is nothing but a slaughter
          house.  And we are the meat.

EXT.  PROXIMO'S COMPOUND - NIGHT

The slave wagon pulls up to Proximo's rather grand Roman
compound.  Guards unlock imposing gates and the wagon
drives in...

EXT.  PROXIMO'S COMPOUND - COURTYARD - NIGHT

Inside the gates is a large courtyard, much like Proximo's
Moroccan school but much more impressive.  A fountain with
an enormous statue of the war god Mars is central in the
courtyard.

The gladiators climb from the wagon, stretching after the
long journey.  Vibius leads Maximus and Juba to the
statue.  He wades through the fountain and kisses the toe
of Mars.

                         VIBIUS
          Tradition.  He watches over us.

Juba steps up and kisses the toe.

                         VIBIUS
                  (to Maximus)
          Oh go on, it won't kill you.

Maximus kisses the toe as well.

                         PROXIMO
                  (calling to them)
          Stop that!  You'll get some
          monstrous disease and then you'll be
          worth nothing to me!

Guards come and lead them to their cells, which line one
side of the courtyard.

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Later.  Maximus and Juba again share a cell.  It is more
comfortable than their cell in Morocco, befitting Maximus'
new status as one of the "stars."  A high, barred window
on one wall opens to the city.  Another barred window is
directly over them, twenty feet above.

Maximus pulls himself up to the side window, he looks out.

And sees at last... The Colosseum.

It is a breathtaking sight.  Monolithic Albert Speer-like
columns of light shine up from the Colosseum.  It seems to
illuminate the whole city and the heavens above.

Maximus drops back to the floor.

                         JUBA
          Do you think it will be much
          different?  Here in Rome?

                         MAXIMUS
          Bigger arena.  Same killing.

A beat.

                         JUBA
          Are you scared for tomorrow?

                         MAXIMUS
          No.

A beat.

                         JUBA
          Me too.

A beat.

                         JUBA
          I never though it would be so easy
          to kill.

A beat.

                         JUBA
          So you're finally home.

                         MAXIMUS
          This isn't my home.

                         JUBA
          For all Romans... this is home.

A beat.

                         JUBA
                  (quietly)
          Among my people we honor the soil of
          our home.  Our ancestors are in that
          soil.  All their dreams live there.
          I will never see my home again.  The
          soil is dead and no one honors them,
          so the dreams die.

A beat.

                         MAXIMUS
          Perhaps one day you'll return.

Juba looks at him.

                         JUBA
          How can I go back?  I am not what I
          was.  When a man kills for no
          reason, he has lost himself.

A long beat.

Juba leans his head back and quietly begins to sing.  A
haunting lament in his native tongue.

EXT.  COLOSSEUM - DAY

A flurry of images from around the Colosseum, the energy
mounting.  At this point we see practically nothing of the
inside of the Colosseum:

Slaves are balancing high above the empty arena.  They are
on ropes unrolling huge rolls of muslin; sun tarps that
provide shade below...

Merchants open stalls in the curved arcade around outside
of the Colosseum.  They sell everything from food to magic
elixirs, from toys to aphrodisiacs.  They immediately
start declaiming and demonstrating the virtues of their
products...

Gangs of whores of both sexes trawl the streets.  They
have bizarrely-colored hair and elaborate makeup...

Citizens begin arriving, pushing past the vendors and the
pickpockets.  We see whole families with picnic lunches...

Ferocious animals are brought into the Colosseum in barred
cages...

In the busy arcade, barbers and blood-letters practice
their craft alongside exotic alchemists, fire eaters and
contortionists...

Richer citizens arrive in sedan chairs and chariots, they
feign indifference to the hooting mob...

Mounted City Guard police units try to retain some
order...

Gamblers crowd betting booths and haggle mercilessly...

Finally, we see Maximus and the other gladiators in a
slave cart.  Maximus watches everything as the slave cart
disappears into the Colosseum...

INT.  COLOSSEUM - ROUTE TO HOLDING CELLS - DAY

The interior of the Colosseum is a busy world unto itself.

Maximus and the others are lead by Proximo's guards down a
long ramp and past countless animal cages.  Gamblers
circulate everywhere and observe the warriors, angling for
the best odds and the best matches.

Maximus and the others are led even deeper into the bowels
of the Colosseum to a new whole subterranean realm.
Numerous cells line the walls.  Racks and racks of
weaponry and armor.

And, most striking, everywhere around them is the heavy
machinery of the spectacles above.  Huge "elevator"
platforms and ramps and pulleys and counterweights are
manned by teams of sweating slaves.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Finally, Proximo's guards lead the gladiators to their
holding cells.  These cells are right at the edge of the
arena.  Barred windows offer a sand-level view of the
action.

Maximus immediately goes to a window and looks out.

He cannot see much of the entire arena, but what he does
see transfixes him.

A band of Christians are huddled together.  An eerie
silence from the Colosseum but for the prayers of the
Christians.

Maximus watches them.  One little girl peels past her
mother's arm.  She sees Maximus.  She smiles.

Suddenly a dozen ferocious lions race up a ramp by Maximus
-- they roar into the arena --

We do not see the carnage.  We watch Maximus' face as we
hear the sounds of the slaughter.

And the sound of the roaring crowd.

Maximus finally cannot watch.  He drops his head.

INT.  COLOSSEUM - TRAINER'S LAIR - DAY

Proximo is with a dozen other gladiator trainers and the
Colosseum's orator and majordomo, CASSIUS.  They are
haggling in an secluded area not far from the arena
itself.  Huge chalkboards chart the day's matches and
wagers and odds.

Colosseum touts continually erase and mark new figures on
the chalkboards to keep up with the swiftly changing
bouts.

The roar of the lions and the unnerving screams of the
Christians can clearly be heard.

                         CASSIUS
          ... and the Emperor will have no
          more animal battles today --

Upset roars from some of the trainers.

                         TRAINER #1
          You promised me a bear match,
          Cassius!

                         TRAINER #2
          I have ten damned gorillas!  You
          said gorillas yesterday!

                         CASSIUS
          Talk to the man in the imperial box.
          Who has the next slot...?
                  (he checks the
                   boards)
          -- Lentulus, Gideon, Trebonius and
          Proximo --
                  (to Proximo)
          -- Nice to have you back, you
          piratical bastard -- now listen, the
          Emperor wants the Carthage
          spectacle.

The four trainers explode in a flurry of resistance --

                         PROXIMO
          No -- have pity, Cassius -- !

                         TRAINER #3
          My men are too good for -- !

                         CASSIUS
          You give us the Carthage match or
          lose your spot on the rotation --
          but don't worry -- gold is flowing
          from the Emperor's fingers.

                         TRAINER #3
          It'll cost you --

                         PROXIMO
          I won't do it for less than 100,000
          sesterces -- !

                         TRAINER #4
          120,000!  All I have is my best
          Thracians!

                         CASSIUS
                  (to Proximo)
          And I want to see this famous
          Spaniard of yours -- his reputation
          soars from the provinces.  The
          people are eager for him --

                         PROXIMO
          I won't throw my Spaniard into a
          spectacle!  Damn you and damn the
          rotation!

                         CASSIUS
          You will and the price will be
          90,000 sesterces each --
                  (to all)
          -- which you all know is exorbitant
          -- AND IF YOU EXTORTING BLOOD-WHORES
          TRY TO PAWN OFF LESSER FIGHTERS ON
          ME I WILL SEE YOU DEAD IN THE ARENA
          TOMORROW!

                         TRAINER #4
          My Thracians are worth -- !

                         CASSIUS
          Give me your best, brothers.  They
          die before Caesar.

He strides back to the arena.  The touts instantly begin
making new marks on the boards to represent the mysterious
"Carthage Spectacle" as some of the trainers hurry out.

Proximo walks with Trainer #4:

                         PROXIMO
          I give you 30,000 my Spaniard will
          kill at least one of your Thracians.

                         TRAINER #4
          30,000?!  On a Spaniard?!  That
          provincial sun has curdled your
          brain!

                         PROXIMO
          Then make the wager, you smug
          bastard!

They disappear down a dark corridor, negotiating all the
while.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Maximus, Juba, Vibius and another of Proximo's gladiators
are being armed.  They all wear mask-like helmets.

Proximo hurries to them.

                         PROXIMO
          All right -- there are three other
          teams, four men each --
                  (to Maximus)
          You know what a Thracian looks like?

                         MAXIMUS
          Yes, but --

                         PROXIMO
          Ignore the others -- go for the
          Thracians.  The sun is to the east
          -- over the gate -- keep your back
          to the gate and you won't have the
          sun.

                         MAXIMUS
          What -- ?

Trumpets begin sounding from the arena.

                         PROXIMO
          Hurry -- !

The guards quickly bustle the four toward a gate leading
to a dark tunnel to the arena.

                         PROXIMO
          Die well and we'll sing songs about
          you for a generation.

Short swords are shoved into their hands and the gate
rises.  They are pushed into the dark tunnel leading to
the arena.  The gate closes behind them.

The four gladiators stand for a moment and then slowly
walk down the tunnel to...

EXT.  COLOSSEUM - ARENA - DAY

At last we see it.

The mighty Colosseum Arena.

Nothing we could have possibly imagined could have
prepared us for the sight of the thousands and thousands
of screaming spectators, the row after row of cheering
faces.

It is staggering.

But for Maximus none of this exists.  His full attention
is focused on one spot alone.  The Imperial Box.

He can see Commodus and Lucilla sitting in the box.  The
box is elevated fifteen feet above the arena floor at the
top of a sheer black marble wall.  A cohort of fifty
imposing Praetorian Guard Archers surround the box.
Commodus' personal Body Guard of six Centurions actually
stand in the box itself, eyes constantly watching like
modern Secret Service agents.

Commodus is untouchable.

Meanwhile, three teams move from different entrances to
the arena.

As Cassius orates to the crowd:

                         CASSIUS
          This day we reach back to hallowed
          antiquity to bring you... THE FALL
          OF MIGHTY CARTHAGE...!
                  (the crowd cheers)
          ... On the barren armies of the
          barbarian Hannibal!  Ferocious
          mercenaries and warriors of all
          brute nations bent on merciless
          conquest!  Your Emperor is pleased
          to give you... THE BARBARIAN HORDE!

He gestures to the gladiators in the arena.  The crowd
laughs, jeering the "barbarians."

The drummers begin pounding out a more insistent, heroic
beat.

                         CASSIUS
          But on that illustrious day the Gods
          sent against them Rome's greatest
          warriors...!  The very life-image of
          nobility and glorious valor... who
          would on this day, and on these same
          arid Numidian deserts, decide THE
          FATE OF THE EMPIRE... Your Emperor
          is pleased to give you... THE
          LEGIONNAIRES OF SCIPIO AFRICANUS!!

The crowd EXPLODES in cheers as the huge doors at one end
of the arena suddenly burst open and ten chariots thunder
in --

Each chariot has a driver and an archer, both dressed in
theatrical versions of the familiar Roman Lorica
Segmentata.

A chaos of dust -- and the battle is on --

The chariots zoom around the arena -- the archers keeping
up a deadly hail of arrows.

Maximus immediately dives onto a passing chariot and kills
the charioteer and archer -- he dramatically leaps from
the front of the chariot to a lead horse and cuts it free.

And Maximus takes control, we see the General of the Felix
Regiment gloriously alive again as he barks out orders and
leads his gladiators in battle.  They follow him
faithfully, his stern commands unquestioned.

His strategies are quick and smart, he makes the
gladiators work together.

This kind of slaughter could last for hours...

We see flashes of the endless battle... Maximus races on
his horse past another chariot, kills the driver, the
chariot smashes into a wall... the sun sinks lower, the
shadows on the sand lengthen... areas of the sand are
swamps of blood, Juba slips, pulls himself up fighting...
Maximus uses Vibius to create a diversion, two chariots
collide... the crowd roars... a gladiator is dragged
between a chariot and the side wall of the arena... the
drummers pound out their relentless tattoo...

Finally...

Maximus is on his horse across from the final chariot.

We can see that Juba and Vibius and a few other gladiators
are still alive.  The rest of the arena is polluted with
the dead and injured.

Maximus spurs his horse and gallops toward the final
chariot -- the charioteer whips his horses and zooms
toward Maximus --

The crowd is breathless -- watching the final battle --

Maximus and the chariot speed toward each other -- like
Medieval jousters --

And collide in a flashing explosion of steel --

Maximus sails from his horse -- as the charioteer sails
from his chariot --

Maximus lands hard but quickly pulls himself up, he races
to the final charioteer.  The charioteer is defeated but
not dead.

Maximus glances around, all his opponents are defeated.

He stands over the final charioteer.  Then he simply
tosses down his sword.

The crowd is stunned by this strange act of mercy.  But
then an enormous roar grows from the crowd -- wave after
wave of adulation for the hero of the day.

Maximus looks around, taking it all in.

Then he turns to the Imperial Box.

Maximus slowly walks to before the the Imperial Box.  The
Praetorian Archers immediately raise their bows, pointing
down at him.

Maximus glares up at Commodus through his helmet mask.
Commodus returns his gaze, curious.

The crowd is intrigued, growing quiet.  What is going on?

Then Maximus simply turns and begins walking away.

                         COMMODUS
          Slave!  Who are you?

The Colosseum is suddenly silent.  The Emperor is speaking
to a gladiator.

Maximus keeps walking.

                         COMMODUS
          SLAVE!  WHO ARE YOU?

Maximus keeps walking, his fists clenched now.

Commodus suddenly grabs a spear from a nearby Praetorian
and hurls it with perfect aim -- the crowd gasps -- the
spear sails past Maximus -- actually nicking his shoulder
-- it slices into the sand ahead of Maximus.

Maximus stops.

                         COMMODUS
          SLAVE!  WHO ARE YOU?!

Maximus can hold it no longer.  He spins to Commodus --
ripping off his helmet mask -- and THUNDERING:

                         MAXIMUS
          I AM MAXIMUS MERIDAS, GENERAL OF THE
          FELIX REGIMENT OF THE ROMAN ARMY AND
          SERVANT TO THE EMPEROR MARCUS
          AURELIUS!

Commodus eyes shoot wide -- Lucilla bolts up -- Gracchus
leans forward -- Proximo is stunned -- the crowd is
mystified --

                         MAXIMUS
          I AM FATHER TO A MURDERED SON AND
          HUSBAND TO A MURDERED WIFE AND
          LANDLORD TO A MURDERED WORLD -- AND
          I WILL HAVE VENGEANCE!

The Praetorian Archers tense their bows -- ready to kill
the defiant slave --

But something extraordinary stops them.  Almost as one
being the crowd roars -- they leaps to their feet and
thrust their thumbs up!  They cheer and stomp their
approval of Maximus.

Commodus looks around at the people of Rome, amazed.

He finally plasters on a benevolent smile and thrusts his
thumb up!  The Praetorians lower their bows.

And the crowd cheers.  Never in the long, long history of
the Colosseum have they ever seen such a thing.

Maximus leads his gladiators out of the arena.

INT.  PALACE - THRONE ROOM - NIGHT

To our great surprise, Commodus is not raging.  He sits
quietly on the polished marble floor in front of a model
of the Colosseum.  He moves model pieces around in the
Colosseum, planning his festival.

Lucilla stands, tense.

                         COMMODUS
          Why is he still alive?

                         LUCILLA
          I don't know.

                         COMMODUS
          He shouldn't be alive.  That vexes
          me.  I am terribly vexed...

Lucilla watches her brother cautiously, expecting the
explosion.  He carefully moves some model pieces in the
arena.

                         COMMODUS
          There, that's better.  Do you like
          the platform here?

                         LUCILLA
          Mmm.

                         COMMODUS
          I do too.  Simple, elegant...

Lucilla is growing more and more unnerved at Commodus'
unusual serenity.

                         COMMODUS
          Father would have wanted something
          more ornate but he's dead now.

A beat.  Commodus laughs.  A beat.

                         COMMODUS
          Maximus Meridas haunts me.  I see
          Father turning away from me and
          gazing at him.  How many times did I
          suffer that indignity, I wonder?

                         LUCILLA
          What are you going to do?

                         COMMODUS
          I'm going to kill him.

                         LUCILLA
          Good.

                         COMMODUS
                  (glances at her)
          Oh, you're too clever, Sister.
          Don't tell me part of you won't weep
          for him.

                         LUCILLA
          When he defies my brother the
          Emperor, he defies me.  But you
          shouldn't send assassins.

                         COMMODUS
          No?

                         LUCILLA
          The people embraced him today.  They
          will be expecting his next match...
                  (she kneels next to
                   him)
          ... let him die in the arena like
          the slave he is.  Let the people see
          what comes of defying Caesar.

A beat as he looks at her.

                         COMMODUS
          He wounded you deeply, didn't he?
          Long ago.

She does not answer.

                         COMMODUS
          Nonetheless, your political acumen
          is, as always, unerring.

He picks up a model tiger and puts it in the arena.  He
looks at the model tiger and smiles.

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Maximus silently awaits Commodus' assassins with Juba.
They hear footsteps outside the cell.  Maximus stands,
preparing for death.

                         JUBA
                  (also standing)
          I will fight with you.

                         MAXIMUS
          This isn't your battle.

                         JUBA
          Better to die for a friend than to
          die for gold.

The door swings open and they are surprised to see Proximo
sweeping in with a cloaked woman.  The woman gives Proximo
a bag of money.

                         PROXIMO
          Enjoy yourself, Madame...
                  (he glances to
                   Maximus)
          General, perform well and there will
          be riches for you.

He beckons to Juba, they go, shutting the door behind
them.  The woman pulls off her cloak, it is Lucilla.

Maximus glares at her, his muscles tensing.

                         LUCILLA
          Rich matrons pay well to be
          pleasured by the bravest champions.

Maximus backs up, fighting the urge to strangle her on the
spot.  He finally bumps into a wall of the cell.

                         MAXIMUS
          I knew your brother would send
          assassins.  I didn't think he would
          send his best.

                         LUCILLA
          Maximus, listen to me --

                         MAXIMUS
          My family were crucified and burnt
          while they were still alive.

                         LUCILLA
          I knew nothing of that.

                         MAXIMUS
                  (low)
          Don't lie to me.

                         LUCILLA
          I wept for them.

                         MAXIMUS
          Don't.

A long, tense moment.

She does not look at him.

                         LUCILLA
          Do you know what it is to be the
          daughter of the Emperor?  I learned
          on the night my father had my
          husband killed.  I loved my husband
          very much.  Very... simply.  He was
          a man who believed in the Republic.
          He was a man who thought Marcus
          should be tending to Rome and not
          conquering the world.  One night my
          father had him strangled for
          conspiring with the Senate.  My
          father never spoke of it.  I never
          spoke of it.  That is what it is to
          be the daughter of Rome.

She finally looks up at Maximus.

                         LUCILLA
          My son will live.  He will survive
          this cursed bloodline.  Rome will
          die and the jackals will pick her
          clean -- but my son will survive.
          Empires come and go.  Cities crumble
          to dust.  Only family matters.

A beat.  Despite himself, Maximus is moved.

                         MAXIMUS
          My son was innocent.

                         LUCILLA
          So is mine.

A beat.

                         MAXIMUS
          I want your brother dead.

                         LUCILLA
          So do I.

A beat.  Maximus is surprised at her direct answer.

                         LUCILLA
          My son will never be safe while he
          lives.

A beat.

                         MAXIMUS
          How do you plan it?

                         LUCILLA
          The Senate is with us, and the City
          Guard.  We have growing power in the
          streets.  But we need a leader.
          Someone the people can --

                         MAXIMUS
          So the crown passes to your son.

                         LUCILLA
          No.  So that my son will be safe.
          So that we may leave this charnel
          house forever and never look back.
          Look into my eyes, Maximus, and
          believe what I say to you...

She rivets him intensely with her eyes.

                         LUCILLA
          By all the Gods, and in the name of
          my father who loved you, and in the
          name of the husband I loved... I
          swear to stand by your side in this
          now and always.

A beat.

                         MAXIMUS
          What is your son's name?

                         LUCILLA
          Lucius Verus.  Like his father.

                         MAXIMUS
          I weep for him.

A long beat.  Maximus' cold eyes give away nothing.

Lucilla turns and starts to go.  She stops, not looking
back.

                         LUCILLA
          Commodus plans to kill you in your
          next match in the arena.  He's
          planning something.  I will pray for
          you.  As I have always done.

She then pulls something from her robes and sets it down,
a little bundle wrapped in cloth.  She sweeps out.  The
sound of the door being bolted shut on the other side.

Maximus stands for a moment and then goes to what she has
left.  He opens the cloth.  Inside are his six "ancestor"
figures.

He picks up one of the figures.  He looks at it deeply,
gently feeling along the contours with a finger.

EXT.  COLOSSEUM - ARENA - DAY

The Colosseum is again packed.  Commodus, Lucilla and her
son Lucius are in the Imperial Box.

It is late in the day and teams of slaves are cleaning the
arena after a bout.  They haul off carcasses and toss down
fresh sand.

Meanwhile, Cassius is orating to the crowd:

                         CASSIUS
          ... in his majestic charity the
          Emperor has deigned to this day
          favor the people of Rome with an
          historical final match.  Returning
          to the Colosseum today... after five
          years in retirement... Caesar is
          pleased to bring you... THE ONLY
          UNDEFEATED CHAMPION IN ROMAN
          HISTORY...
                  (the crowd is going
                   mad)
          ... THE LEGENDARY... TIGER OF GAUL!!

The crowd erupts in paroxysms of joy as TIGER explodes
into the arena in an ornate chariot.  Tiger is a fierce
man in his 40's, his brutal, scarred face and hugely
muscled body a testament to his many years in the arena.

Tiger speeds around the rim of the arena in his chariot,
raising an arm in triumph.  The crowd roars.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Proximo stands with Maximus, who is busy strapping on
armor.

                         PROXIMO
          Gods!  That old Homicide!  The
          Emperor must truly hate you.

                         MAXIMUS
          What can you tell me?

                         PROXIMO
          He cheats.

INT.  COLOSSEUM - ARENA - DAY

Tiger waits.  He stands in the center of the arena.  He
has only a traditional short sword.  The crowd is
breathless with anticipation.  As:

                         CASSIUS
                  (orating)
          And from the rocky promontories and
          martial bloodlines of Spain...
          representing the training lyceum of
          Proximo Antoninus... I give you...
          THE WARRIOR MAXIMUS!

The crowd cheers.  Maximus appears from his gate.  His
fans have increased in number considerably.  They eagerly
crane forward and celebrate him.

Meanwhile, Maximus looks at Tiger.  Only one man with a
sword?  Maximus approaches, cautious but confident.

He stops a few feet from Tiger.  They lock eyes, salute
each other and then turn to the Imperial Box, raising
their swords.

The crowd waits eagerly for the immortal words...

                         MAXIMUS AND TIGER
          We who are about to die salute you.

The crowd cheers and Maximus immediately turns and starts
slashing -- Tiger easily blocks and strikes back --

The sword play is very fast -- they block and parry and
hack like lightning -- constantly attacking -- they are
perfectly matched --

As he fights Maximus becomes aware of a strange sound over
the roar of the crowd -- a low rumbling -- then he feels
something -- a vibration in the ground --

Suddenly traps doors swing open and four enormous
platforms rise into view.  On each platform is a snarling
Bengal tiger restrained by a chain.  Tiger's teams of
"cornermen" hold the chains through a pulley system.  The
cornermen are safely inside cages.  The platforms stop at
ground level.

The four ferocious tigers now mark the four corners of the
battleground.

Tiger takes advantage of Maximus' momentary confusion and
assaults brutally -- forcing him back toward one of the
tigers -- the tiger claws for Maximus -- Maximus just
evades it claws -- rolls for a new position -- another
tiger snaps at him --

Tiger attacks -- Maximus is on the defensive -- fighting
off Tiger and evading the four snarling beasts --

And then all four tigers are suddenly closer.  The teams
of cornermen are letting the chains play out, bit by bit,
gradually reducing the size of the battle ground.  The
crowd roars.

But the fight is hardly fair.

Whenever Tiger is near one of the tigers the cornermen
pull back the tiger slightly -- when Maximus is near a
tiger they let it out a bit.

Maximus and Tiger fight -- swirling action -- finally,
Maximus has the edge -- he circles so that the sun stabs
into Tiger's eyes -- then Maximus lunges forward under
Tiger's swinging sword and SLAMS into him -- they fall --
a tiger swats at Maximus' face -- he jerks his head back
-- he shoots out a leg and kicks Tiger's sword toward one
of the tigers -- it is out of reach -- Maximus leaps up
and stands over the winded Tiger, sword to his throat.

Tiger is gasping for breath, crushed.

Then one of Tiger's corners suddenly cheats -- they
completely release a tiger -- it leaps for Maximus --

Maximus barely has time to turn -- the tiger crashes into
him -- its claws slashing into his back, cutting through
his leather armor -- Maximus shoves an armored forearm
into the tiger's jaws and stabs with his sword --

Tiger takes this chance to pull himself up -- one of his
corners throws him another sword -- the crowd boos --

Maximus wrestles with the tiger -- spinning it around with
superhuman effort so it is always between himself and
Tiger -- so that Tiger can't get at him --

Maximus finally kills the tiger and leaps for Tiger -- he
quickly disarms him and tosses him to the ground --

Maximus stands over him -- ready to administer the coup de
grace.

All eyes turn to the Emperor.

Commodus slowly stands and steps to the edge of the
Imperial Box.  He raises his arm and gives the fatal
thumbs down.

Maximus looks up at him.

And then defiantly tosses the sword to the ground,
refusing to kill Tiger.

Commodus is stunned.

The crowd gasps -- a collective intake of breath -- and
then an enormous roar building.  It cascades around the
Colosseum.  It is a roaring celebration of the unexpected
act of mercy.  And the delicious act of defiance of the
Emperor.

Commodus slowly sits.

Maximus walks across the arena -- the people stand and
cheer for him.  Cries of "Maximus the Merciful" can be
heard.

It is the b