Anastasia (1997) 
      
Directed by
Don Bluth & Gary Goldman 
      
Writing credits:
Marcelle Maurette (play) 
Guy Bolton (play adaptation) 
Arthur Laurents (1956 screenplay) 
Susan Gauthier & Bruce Graham and Bob Tzudiker & Noni White
Eric Tuchman (animation adaptation)

   
   Meg Ryan .........................Anastasia 
John Cusack ........................Dimitri 
Kelsey Grammer ....................Vladimir 
Christopher Lloyd .................Rasputin 
Hank Azaria .........................Bartok 
Bernadette Peters ...................Sophie 
Kirsten Dunst ..............Young Anastasia 
Angela Lansbury ......Dowager Empress Marie 
Rick Jones ..........Czar Nicholas/Servant/
                     Revolutionary Soldier/
                               Ticket Agent 
Andrea Martin .......Phlegmenkoff/Old Woman 
Glenn Walker Harris Jr .......Young Dimitri 
Debra Mooney .......................Actress 
Arthur Malet .....Travelling Man/Major Domo 
Charity James ...........Anastasia Impostor 
   
      
     FADE IN:

     on a well-worn PHOTOGRAPH ALBUM. An ELDERLY WOMAN'S HAND 
     touches the album, caressing it lovingly for a moment, as WE 
     HEAR her voice.

                           TATIANA (O.S.)
               Once we lived in an enchanted world...

     She opens the ALBUM to reveal a BLACK AND WHITE PHOTOGRAPH 
     of the PALACE AT ST. PETERSBERG on a brilliant summer day.

                           TATIANA (CONT'D)
               A world of Tsars and Princesses and 
               elegant palaces...

     CAMERA MOVES CLOSER TO the picture...

                           TATIANA (CONT'D)
               and grand parties...

     The PHOTO dissolves into REALITY in brilliant color as the 
     day turns into night and the summer cools into winter. We 
     see the palace at night, blanketed in a beautiful, almost 
     glowing, snow as horse drawn carriages pull up to the front 
     door.

                           TATIANA (CONT'D)
               A beautiful, magical time...

     MOVE INTO THE PALACE

                           TATIANA (CONT'D)
               That would soon be gone forever...

 1   INT.  PALACE AT ST. PETERSBERG - NIGHT                         1   

     Elegant ROYALISTS mingle around the MAIN HALL as an ORCHESTRA 
     plays.

     All eyes turn to the GLASS DOORS OF TWO ELEVATORS which 
     descend grandly on either side of a beautiful staircase.

     Through the glass doors we see TATIANA, the Dowager Empress, 
     60, imperious and bedecked with jewels, she is seemingly 
     unapproachable. TSAR NICHOLAS and his SON are with her. In 
     the other elevator, ALEXANDRA and her daughters - well,  all 
     her daughters except...

     ANASTASIA, eight years old and apparently late for the party, 
     rushes down the upstairs hallway followed by a SERVANT (SONYA)

                                                       (CONTINUED)

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     anastasia                                               p. 2
     6-19-01                                                     


     16,  who is trying to catch up with Anastasia to tie a large 
     ribbon in her long, dark hair.

                           SONYA
                    (whispering)
               Princess Anastasia - you're late and 
               it's all my  fault!

                           ANASTASIA
               Don't worry, Sonya, no one'll 
               notice...

     Just then, Sonya lassoes the ribbon around her hair, stopping 
     Anastasia with a

                           ANASTASIA (CONT'D)
                    (loudly)
               ...  owwwwwwwww!

     All eyes turn to Anastasia, who once she realizes that she's 
     the center of attention, flashes a mischievous smile and 
     descends the staircase in grand style. As the ribbon falls 
     out of her hair and down her back, Anastasia kicks it to 
     Sonya without breaking stride.

     Tatiana sees her and can't help but smile.

     The music suddenly becomes  a FLOURISH OF TRUMPETS.

     SERVANTS open the elevator doors as the ROYAL FAMILY steps 
     out and begins a procession through their subjects. Tatiana 
     holds out her arm to Anastasia as she makes it to Tatiana's 
     side just in time. Anastasia has a beautiful but slightly 
     impish face, dominated by large, blue, mischievous eyes. She 
     an abundance of energy and confidence for a girl her age.

     "THE RULERS OF RUSSIA"  (OPENING NUMBER)

     The elegant guests sing their admiration as the beautiful 
     and happy Romanov family makes it's entrance into the ball, 
     they're "the  pride of all Russia".

     Vladimir invites Sophie to dance and the entire glittering 
     assembly swings into a GLORIOUS SWEEPING WALTZ. Singing their 
     certainty that the Romanovs will rule forever. During 
     the above, the ball is in full swing. Beautiful COUPLES swirls 
     across the dance floor, including Anastasia dancing gracefully 
     with her father.

     Under a long buffet table, we see DMITRI, 11, darkly handsome, 
     dressed in ragged servant clothes, with a shock of dark hair 
     which continually falls across his eyes as watches the guest 
     enviously. Anastasia, still waltzing with her father, sees

                                                       (CONTINUED)

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     anastasia                                               p. 3
     6-19-01                                                     


     him. SERVANTS cross the room carrying a trays of BEAUTIFUL 
     TROPICAL FRUIT. The guests "Ooh" and "ah" at the sumptuous 
     fruit. Anastasia sees Dmitri eyeing it hungrily and without 
     missing a dance step, she grabs an orange off the tray and 
     tosses it to Dmitri. He catches it and smiles broadly at 
     her.

     Suddenly, A HAND grabs Dmitri and pulls him out from under 
     the table. It's IVAR, the HEAD SERVANT, who pulls Dmitri 
     into an open wall panel.

                           IVAR
                    (angrily)
               You're a SERVANT! Never forget your 
               place!

                           DMITIRI
                    (defiant)
               Someday my place will be out there!

                           IVAR
               Never! You're a peasant, Dmitri!

     Back in the kitchen RULERS OF RUSSIA (CONT.)

     UNDERSCORE CONTINUES as Dmitri is dragged from his hiding 
     place under the table and back to the kitchen.

     It's like the Moscow circus back there, COMIC MUSICAL 
     CONFUSION. The servants sing about their demanding employers 
     and mockingly imitate their behavior:  they imply that they 
     have their own "party",  that change is coming.

     While back in the ballroom, the Royalists are oblivious to 
     the servants discontent and sing their satisfaction with 
     their own lives.

     DRAMATIC UNDERSCORE CONTINUES though the following scenes.

 2   ON TATIANA                                                     2   

     in a large throne-like chair. Tatiana is very serious and 
     very regal. She slides over to make room for Anastasia who 
     sits next to her.

                           TATIANA
               Why were you so late tonight

                           ANASTASIA
               I was showing Sonya something ...

                           TATIANA
               What were you showing her?

                                                       (CONTINUED)

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     anastasia                                               p. 4
     6-19-01                                                     


                           ANASTASIA
                    (sheepishly)
               How to read.

                           TATIANA
               I thought you were told not to tutor 
               your servants anymore.

                           ANASTASIA
               I know, but I had to because ...

     Anastasia looks up at Tatiana and sees her smile with pride.  
     Anastasia knows she doesn't have to explain.

                           ANASTASIA (CONT'D)
                    (cuddling)
               Oh, Grandmama, why do you have to go 
               back to Paris?

                           TATIANA
               It's where I've made my home but I 
               do have something for you ...

     Tatiana reaches from behind the chair and brings out a 
     beautiful MUSIC BOX.  Tatiana takes the key, a small silver 
     and enamel flower, on a silver neck chain and winds it up. 
     MUSIC BEGINS, she hands Anastasia the key.

     CLOSE UP

     the key bearing the inscription "Together in Paris".

                           ANASTASIA
               "Together in Paris"! Oh, when can we 
               be "together in Paris?!

                           TATIANA
               When you're older ...

     Anastasia makes a disgruntled face. Tatiana laughs.

                           TATIANA (CONT'D)
               Until then, whenever you hear this 
               song, think of me and know that I'm 
               waiting for you.

     Tatiana puts the key around Anastasia's neck and they embrace. 
     Then, suddenly ...

     ON THE GRAND CHANDELIER

     the lights begin to fade in and out.

                                                       (CONTINUED)

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     anastasia                                               p. 5
     6-19-01                                                     


                           GROUP SHOT
               as PEOPLE in the ballroom look around 
               bewildered. Then, a WHIRLWIND kicks 
               up, sending everyone off the dance 
               floor, as the whirlwind becomes a 
               TORNADO.

     Suddenly, an ALBINO BAT (BARTOK) with huge eyes, springs out 
     of the funnel, screeching and swooping over the crowd, causing 
     everyone to duck and cover their heads in fear.

 3   THE REACHES IT'S PEAK AND EXPLODES IN SMOKE -                  3   

     leaving RASPUTIN standing alone in the middle of the floor. 
     He is of indeterminate age, towering over other men in the 
     room, his most striking feature are his eyes

     - which at this moment are burning a fiery red. He is

     dressed in a flowing black monk's robe with a satin rope 
     tied around his waist. Connected to the rope is a glowing 
     RELIQUARY, a mystical lantern.

     VARIOUS SHOTS

     of Nicholas, Alexandra, Sophie and Vladimir, Dmitri peeking 
     out of the wall panel, Tatiana and Anastasia, all of whom 
     are frightened.

                           NICHOLAS
               as he gathers his son and wife to 
               his side

                           NICHOLAS (CONT'D)
               Rasputin!  You're alive ...

                           RASPUTIN
                    (advancing)
               Despite being shot, poisoned and 
               thrown into an icy river ...

     YES!

                           NICHOLAS
                    (honestly)
               I had nothing to do with it!

                           RASPUTIN
               You gave the orders!

                           NICHOLAS
               I did no such thing!

                                                       (CONTINUED)

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     anastasia                                               p. 6
     6-19-01                                                     


                           RASPUTIN
               After all I've done for your family - 
               YOU TRIED TO KILL MEEEEEE ! ! !

     Rasputin swings the reliquary, wrapping himself in smoke 
     which seems to grow larger. Eerie moaning noises come from 
     the reliquary. PEOPLE back away in terror.

                           RASPUTIN (CONT'D)
               The Romanov dynasty ends here!
               You, your wife and children will all 
               die within the fortnight!

                           ANASTASIA
               NO!

     Anastasia leaves Tatiana and rushes to stand in front of her 
     father. Still holding her Music Box, Anastasia's shaking 
     hands are the only thing that gives away her fear. Rasputin 
     spins toward the voice.

                           ANASTASIA (CONT'D)
               We're not afraid of you!

                           RASPUTIN
                    (furious)
               You ...  my little babushka ...  
               you'll be so much fun to kill that 
               I'll save you for last!

     Twirling the reliquary again, the MOANS grow louder as Bartok 
     circles around his head. The smoke that emerges seems to 
     have almost a human shape to it.

                           RASPUTIN (CONT'D)
               THIS IS THE END OF THE ROMANOV LINE - 
               FOREVER !!!!

     The tornada of smoke begins again, whipping into a frenzy 
     and then EXPLODING.

     The smoke clears and Rasputin is gone. As the lights return 
     to normal the Romanov family all stand together, and try to 
     look regal and in control once again.

                           TATIANA (O.S.)
               Some say Rasputin ad harnessed all 
               the dark powers of evil and that it 
               was his curse which brought about 
               the end ...

                                                     DISSOLVE TO:

                                                       (CONTINUED)

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     anastasia                                               p. 7
     6-19-01                                                     


     the ROMANOV FAMILY fades into a PORTRAIT OF THE FAMILY.

                           TATIANA (O.S.) (CONT'D)
               I will never know for sure.

     All I do know is that the beauty of our world was soon Gone 
     ...  Forever ...  a lick of BRIGHT ORANGE FLAME creeps into 
     view.

     "RULERS OF RUSSIA"  (VOCAL REPRISE)

     HUGE, OMINOUS VOCALS reprise the once glorious waltz of the 
     Romanovs, heralding the end of their world and underscoring 
     the coming revolution.

     PULL BACK

     to see the PORTRAIT, a huge FRIEZE which covers an entire 
     wall, singeing as the FLAME creeps up the nearby drapery, 
     tinting the room in a red glow.

     A SCREAMING MOB, some in uniform, some not, has crashed into 
     the palace and is heading up the stairs. A few in the mob 
     fire off orange RIFLE SHOTS.

 4   INT. ANASTASIA'S BEDROOM - NIGHT                               4   

     Anastasia BOLTS UP, hearing the shots. Her music box is next 
     to her on her nightstand.

 5   INT. HALLWAY - NIGHT                                           5   

     Mass confusion as the MOB is met by a few SERVANTS, who try 
     to stop them from advancing. More shots.

     ON THE ROMANOV'S

     still in nightclothes, are being rushed down the hallway. 
     Tatiana is next to Anastasia as Anastasia stops dead in her 
     tracks.

                           ANASTASIA
               My music box!

     Anastasia turns around and runs back down the hall.

     Tatiana tries to stop her.

                           TATIANA
               Anastasia, no!

     It's too late, Anastasia fights her way back into her room, 
     with Tatiana following her.

                                                       (CONTINUED)

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     anastasia                                               p. 8
     6-19-01                                                     


     FROM THE OTHER END OF THE HALLWAY

     we see Dmitri watching amidst all the confusion.

 6   INT. ANASTASIA'S BEDROOM - NIGHT                               6   

     Anastasia grabs her music box as Tatiana rushes in.

                           TATIANA
               Hurry, child!

     LOUD RIFLE SHOTS are heard as Dmitri bursts into the room, 
     closing the door behind him.

                           DMITRI
               No - this way!

     Dmitri runs to a wall panel and throws his weight against 
     it. It opens, revealing a passage way.

                           DMITRI (CONT'D)
               Go!  Run!!  Out the servant's 
               quarters!

     Tatiana, enormously grateful, looks at Dmitri as he flips 
     his hair out of his face unconsciously.

                           DMITRI (CONT'D)
               Go!

     Tatiana goes in as Dmitri shoves Anastasia toward the 
     passageway, knocking the music box out of her hand.  She 
     reaches for it, but hearing the mob voices growing closer, 
     he pushes her through the panel without it.

                           DMITRI (CONT'D)
               Go!

     Tatiana quickly follows Anastasia into the passageway and 
     Dmitri closes the panel JUST AS the mob bursts in.

                           DMITRI (CONT'D)
                    (lying to the mob)
               No one's here! Let's try the next 
               room!

     The MOB, accepts the word of a peasant boy and rushes out. 
     Dmitri picks up the music box and looks sadly toward the 
     panel.

                                                       (CONTINUED)

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     anastasia                                               p. 9
     6-19-01                                                     


 7   EXT. TRAIN STATION - NIGHT                                     7   

     Which is under siege by ROYALISTS trying to board the 
     overcrowded train and the REVOLUTIONARIES who are trying to 
     stop them.

     A TOURING CAR pulls up RIGHT ON THE TRACKS behind the caboose 
     as the train starts to pull away.

     Tatiana and Anastasia climb out of the car and race for the 
     train, fighting their way through the frenzied and frightened 
     crowd. WE HEAR shouts of "The Empress - let her through!" 
     which helps clear the way.

     Anastasia reaches the train first, then turns to see Tatiana. 
     trying to catch up.

                           ANASTASIA
               Hurry, Grandmama!

                           TATIANA
               Get on! Anastasia, get on!

     Anastasia refuses to board the train.

     UP AHEAD

     A MOB OF REVOLUTIONARIES block the tracks with a TRUCK

     ON ANASTASIA

     who pushes Tatiana up the stairs of the caboose. This puts 
     Anastasia a few steps behind as the train speeds up. Tatiana 
     is gripped by other passengers as she reaches out to 
     Anastasia.

                           TATIANA
               Grab my hand!

     Anastasia reaches up and takes Tatiana's hand.

                           ANASTASIA
               Don't let go!

     CLOSE ON

     the TWO HANDS. then suddenly. her small hand is pulled from 
     Tatiana's grasp and falls out of the frame.

                           TATIANA (O.S.)
               ANASTASIA!

                                                       (CONTINUED)

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     anastasia                                              p. 10
     6-19-01                                                     


     ON ANASTASIA

     who has stumbled, hitting the ground hard.

     ON TATIANA

     horrified, screaming:

                           TATIANA (CONT'D)
               ANASTASIA!

     Tatiana rushes to jump off the train after her, but is caught 
     and held back by the ROYALIST PASSENGERS as the train CRASHES 
     through the truck and picks up speed.

     TATIANA'S POV:

     Anastasia rising from the ground, her hand outstretched.

     But she is suddenly swallowed up by the mob.

     SUPERIMPOSE:

     A BLACK AND WHITE PHOTOGRAPH of Anastasia, in a happier time, 
     smiling.

     UNDERSCORE:  "THE MUSIC BOX THEME"

                           TATIANA (O.S.) (CONT'D)
               I never saw her again...

     The PHOTO ALBUM slowly closes...

     END OPENING NUMBER

                                                     DISSOLVE TO:

 8   EXT. ORPHANAGE - DAY                                           8   

     A gray and ugly, post-revolution building with a sign above 
     the door that identifies it:  "Young Comrades Without 
     Parents".

 9   INT. ORPHANAGE - DAY                                           9   

     CHILDREN of all ages clean the cold, gray dormitory.

     Their clothes are ragged and they look underfed.

     CLOSE ON

     ANYA, 18, pretty despite the boy's hand-me-down clothes she 
     is forced to wear, is busy scrubbing the floor.

                                                       (CONTINUED)

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     anastasia                                              p. 11
     6-19-01                                                     


     Unlike the others, she is determined not to let her 
     surroundings get to her. She hums a tune.

     The door suddenly SLAMS open and GREGOR, 8, and clearly 
     terrified, comes running in followed by COMRADE PHLEGMENKOF - 
     a huge woman carrying a switch.

                           GREGOR
               Anya! Anya!

     All of the OTHER KIDS turn away, not wanting to get involved.  
     Anya focuses on Gregor, who  is shivering with fright and on 
     the verge of tears as Phlegmenkof approaches, swinging the 
     switch menacingly.

                           PHLEGMENKOF
               You can't get away from me now ...

     Phlegmenkof advances on Gregor.  Anya takes the scrub brush 
     and SHOVES it across the floor, right under Phlegmenkof's 
     unsuspecting foot.  Phlegmenkof's feet fly out from under 
     her and she SMASHES to the floor. Gregor hops over her huge 
     body and runs to Anya for safety.

     Some of the OTHER KIDS glance over. A CHUBBY GIRL and a very 
     pretty LITTLE GIRL, look at Anya with great admiration ...  
     some of the OTHERS think she's crazy.

     Phlegmenkof rises, covered with soap bubbles , and spins on 
     Anya - who gives her a very innocent smile.

                           PHLEGMENKOF (CONT'D)
               You! You did this!

     Some of the OTHER CHILDREN laugh as soap bubbles fly off the 
     enraged woman.  She spins on them, her back to Anya.

                           PHLEGMENKOF (CONT'D)
               Brats!  There'll be no supper for 
               any of you!  Back to work!

     Anya, behind Phlegmenkof, mimics her outraged face and angry 
     gestures perfectly - as the CHILDREN laugh harder.

     Phlegmenkof spins and almost catches Anya.  She advances on 
     Anya as Gregor hides behind her legs.

                           ANYA
               Don't touch him.

                                                       (CONTINUED)

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     anastasia                                              p. 12
     6-19-01                                                     


                           PHLEGMENKOF
                    (to Anya)
               You ragged, skinny, little nothing!  
               I have had just about enough of you 
               ...

     Phlegmenkof raises her hand to slap Anya, who hold her ground.  
     Suddenly, Phlegmenkof SNIFFS the air.

     ON THE KIDS

     as the horrible smell reaches them too.  They all make faces 
     and hold their noses.

     ON PHLEGMENKOF

     who first sniffs under her raised arm, then realized the 
     cause of the stench ...

                           PHLEGMENKOF
               Comrade Serebreakov!

     She tries to straighten herself out nervously - this must be 
     someone very important.

     COMRADE SEREBREAKOV stands in the doorway, lecherously eyeing 
     the girls.  He is a huge, fleshly man with facial features 
     which are reminiscent of a fish.

                           PHLEGMENKOF (CONT'D)
                    (flirting)
               Comrade Serebreakov!  What a lovely 
               surprise! What brings you here?

                           SEREBREAKOV
               I need... a worker.

     His eye catches Anya. He looks her up and down, his beady 
     eyes showing a touch of lust for her.

                           SEREBREAKOV (CONT'D)
               I will take her.

     He leans close to Anya.

                           SEREBREAKOV (CONT'D)
               Tomorrow you begin your life's work 
               in my herring factory.  You'll start 
               by cutting off the tails - but if 
               I'm pleased with you - you just may 
               move up to cutting off the heads.  
               How does that sound?

                                                       (CONTINUED)

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     anastasia                                              p. 13
     6-19-01                                                     


                           ANYA
               About as bad as you smell!

     Phlegmenkof moves between them, pulling Serebreakov away.

                           PHLEGMENKOF
               No, no, Comrade - you don't want her 
               ...

                           SEREBREAKOV
               I want her.

                           PHLEGMENKOF
               That's horrible, skinny thing?!
               She's crazy - she has no memory of 
               anything before she came here! She 
               didn't even know her name! That one 
               is a rotten troublemaker, willful...

                           SEREBREAKOV
               I'll break her will...
                    (to Anya)
               I shall come for you tomorrow at 
               dawn.
                    (he touches her face 
                    as she pulls away)
               You will enjoy serving under me.

     Smiling in anticipation, he exit.

                           PHLEGMENKOF
               I couldn't break you - but he can!

     And she turns to leave in a huff. Anya does one more imitation 
     of her, making the CHILDREN laugh. But as Anya turns away 
     from her audience, we see her facade fade and realize her 
     terror of the future.

10   INT.  ORPHANAGE - NIGHT                                       10   

     The CHILDREN huddle in their cots under tattered, thin 
     blankets.  Anya is fully dressed, illuminated by the light 
     of a FULL MOON, she ties a dull gray sheets together and 
     anchors the "rope" to an ice cold radiator and throws the 
     other end out of the window.  She is about to climb out when 
     she looks at the sleeping children and smiles sadly.  She 
     walks over to Gregor's bed and puts one hand lovingly on his 
     head and then reaches over and takes the hand of a sleeping 
     LITTLE GIRL, who opens her eyes and smiles.

                           GREGOR
                    (loudly)
               Anya?

                                                       (CONTINUED)

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     anastasia                                              p. 14
     6-19-01                                                     


     The other children wake up as Anya gently "shushes" him.

                           GREGOR (CONT'D)
                    (quietly)
               Are you running away?

                           ANYA
               No.  I'm running to.

                           LITTLE GIRL
               Running to? Running to what?

                           ANYA
               To find my home.

     A CHUBBY TWELVE YEAR OLD GIRL looks at Anya.

                           CHUBBY GIRL
               But you are home.

                           ANYA
               No. This isn't a home - it's just a 
               building. Home is where you belong 
               and none of us belong here.

                           GREGOR
               Where is your home, Anya?

                           ANYA
               I'm not sure but look...

     Anya shows Gregor the key around her neck.

     CLOSE UP on the inscription:  "Together in Paris"

                           ANYA (CONT'D)
               It says "Together in Paris". I was 
               wearing this when I came here ten 
               years ago - it's the only way that I 
               know ...
                    (beat)
               ...  that I must have been someone 
               loved.

                           CHUBBY GIRL
               Is your home in Paris?

                           ANYA
               It might be. I have to go and find 
               out.

     Anya smiles lovingly at the children.

                                                       (CONTINUED)

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     anastasia                                              p. 15
     6-19-01                                                     


     "A SOMEPLACE AND A SOMEONE"

     (Anya's "I want" song).  Anya SINGS SOFTLY to the children 
     about how all she has is the key around her neck to the 
     "someone and the someplace" she was "lost from long ago".  
     She tells the children that she must go find them again. 
     UNDERSCORE continues.

                           ANYA (CONT'D)
               I have to go now, before it gets 
               light.

                           GREGOR
                    (worried)
               But what if we can't ever find where 
               we came from?!

                           ANYA
               Then you'll have to make your own 
               home. Lots of people do.

     Anya embraces the children and walks to the window.

                           GREGOR
                    (nervous, sad)
               Anya! What if we can't find anyone 
               who loves us?!

                           ANYA
               Then come find me.

     Gregor is relieved and cuddles into his bed as Anya smiles 
     lovingly and crawls out the window.

11   EXT.  ORPHANAGE - NIGHT                                       11   

     Anya begins to climb down the street, testing the knots.

     The knots hold tight, but the old sheet RIPS in half, sending 
     her PLUMMETING into a snow drift.  From the depths of the 
     snow we HEAR her voice.

                           ANYA (O.S.)
               I hope there's no snow in Paris...

12   EXT.  HILLSIDE - DAWN                                         12   

     A glorious bright (and cold) dawn creeps over the horizon. 
     Anya stands at  edge of the hill, looking down on the city 
     of ST.PETERSBURG. The old gray orphanage looms behind her.  
     Anya "borrows" an old, beat-up bicycle from the orphanage 
     and rides down the hill.

                                                       (CONTINUED)

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     anastasia                                              p. 16
     6-19-01                                                     


     Music picks up in energy and excitement as Anya zooms on her 
     way bumping and bouncing downhill as the sunrises and St. 
     Petersburg looms nearer.

     "A SOMEONE AND A SOMEPLACE" (CONT.)

13   MUSIC BECOMES UP TEMPO, HOPEFUL, ACTIVE, ACTIVE. ANYA SINGS - 13   

     - full of hope, energy and excitement as she pedals her

     rickety bike toward the city. "Her heart is on its way" and 
     nothing is going to stop her. Anya passes though the 
     countryside toward the city. A peasant family waves to her 
     as she goes by. A Gypsy Troupe performs tricks by the side 
     of the road. A very fancy car zooms by.

     "A SOMEONE AND A SOMEPLACE" (CONT.)

     Anya SINGS, imagining who she might be -- anyone from a 
     peasant to a princess! But it doesn't matter as long as she 
     finds her real family. People stare at her as she rides into 
     the edge of the city. She is captivated by all the activity:  
     cars, busses, stores, long lines of people, etc.

     "A SOMEONE AND A SOMEPLACE"  (CONT.)

     Anya SINGS -- in this sea faces, there must be someone who 
     has a clue to her identity.  She'll stop at nothing to find 
     the someone who once loved her.  SOARING MUSICAL AND VOCAL 
     CONCLUSION.

     END MUSICAL NUMBER 

     Anya does not see a cute little PUPPY (MEETOO) with a HUGE 
     BONE in his mouth, being chased along the sidewalk by a pack 
     of much larger, vicious DOGS until he bolts across Anya's 
     path forcing her to skid to a stop. She watched him as he 
     scoots into an alley, followed by the angry pack.

     On reflex, Anya drops the bike and runs into the alley after 
     him.

14   EXT.  ALLEY - DAY                                             14   

     Meetoo is trapped.  The PACK surrounds him, ready to pounce 
     when Anya LEAPS into the middle of the circle.

     The PACK is startled, but begins to advance on both Anya and 
     Meetoo.

     Anya doesn't know what to do. She crouches and then...  growls 
     back at them, making her eyes look as ferocious as possible. 
     The PACK exchange a confused look; there's a girl growling

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 17
     6-19-01                                                     


     at them.  Meetoo stands, suddenly brave, behind her and growls 
     along with her.

     Suddenly, Anya pounced toward the pack, growling louder.

     The pack has definitely had enough - some start to back out 
     quizzically, others turn and run like hell.

     Anya turns to Meetoo, who looks up at her gratefully, wagging 
     his tail. Anya picks up the bone and puts it back in his 
     mouth.

                           ANYA
               I think you should be more careful 
               about who you invite to dinner!

     Meetoo nods and lets out a little "bark" that sounds as if 
     he were saying "retu".  Anya pats him and heads back to her 
     bike.

15   EXT.  ST. PETERSBURG STREET - DAY                             15   

     Anya rides down the street. She doesn't see Meetoo, running 
     like a little maniac behind her.

     Anya approaches a STERN LOOKING BUILDING with a sign over 
     the door: "The People's Bureau of Bureaucracy".

     She leaps off her bike and heads up the stairs. Meetoo, 
     breathing heavily from his run, follows and almost reaches 
     her when the heavy door slams in his face.  He slumps against 
     it, panting, his little paw-to chest.

16   INT. BUREAU OF BUREAUCRACY - DAY                              16   

     Anya enters and STOPS when she sees... LINES and LINES of 
     people which seem to go on forever.  She walks down the side 
     of one line, trying to figure out which one to stand in.

                           ANYA
               Could someone tell me...

                           PEASANT 1
               End of the line!

                           ANYA
               Which line?

                           PEASANT 2
               Any line.

                           PEASANT 3
               All lines are good lines.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 18
     6-19-01                                                     


                           PEASANT 1, 2, & 3
                    (in unison)
               In our beloved Soviet Union!

     They turn toward an armed Soviet Guard and smile sweetly, 
     hoping he heard their flattery.  He did.

                           GUARD
               Very good...

     He jots something down in his notebook.

     ON ANYA

     as she gets closer to the window. She turns to the person 
     behind her.

                           ANYA
               Is this the right line to get papers 
               to travel?

                           PEASANT 4
               Travel? Travel to where?

                           ANYA
               To Paris. I have to get to Paris

     PEASANT 5, in front of her, turns around.

                           PEASANT 5
               Paris?!  What do they have in Paris 
               that they don't have here?

                           PEASANT 6
               Shorter lines?!

     Peasant 6 is immediately carted off by TWO ARMED GUARDS for 
     his blasphemy against the state.

                           PEASANT 7
                    (quietly)
               Nobody leaves Soviet Russia.

     The OTHER PEASANTS join in with variations of "Nobody leaves 
     Russia" as Anya reaches the window and speaks to the clerk.

                           ANYA
               Is this where I get traveling papers?

                           CLERK
               It would be if we let you travel 
               which we don't so it isn't.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 19
     6-19-01                                                     


                           CLERK (CONT'D)
                    (loudly, for all to 
                    hear)
               Russia is the people's paradise!

     And to further make his point, he slams shut his window, 
     which immediately opens a crack as he whispers to Anya.

                           CLERK (CONT'D)
               See Dmitri. He can help.

     He shuts the window, only to open it again immediately.

                           CLERK (CONT'D)
               But you didn't hear it from me.

     He shuts the window.

                           ANYA
                    (doesn't get it)
               I didn't.

     He opens it again.

                           CLERK
               No.

     The clerk sticks out a sign:  "Samovar Break - back in ten 
     minutes" and slams the window shut.

17   EXT.  BUREAU OF BUREAUCRACY                                   17   

     Anya steps out of the building, still not seeing Meetoo and 
     looks around at the hoards of people waiting in lines for 
     everything:  bread, gas, clothes, etc.

                           ANYA
                    (to herself)
               Dmitri? There must be a million 
               Dmitris...

     FOLLOW ANYA

     as she wades into the crowded street. Meetoo getting tangled 
     in the legs of waiting Soviets.

     Anya stops suddenly. She sniffs the air.  Her eyes widen as 
     she recognizes the stench that is floating through the air.  
     She spins around and sees Serebreakov DIRECTLY ACROSS THE 
     STREET.

     Serebreakov is on a mission to find Anya.  He turns in her 
     direction just as a bus passes.  Anya is gone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 20
     6-19-01                                                     


     We now see Anya clinging to the side of the bus as it drives 
     down the street. Meetoo looks, his face dropping - he knows 
     he'll never catch up to her now.  Then he sees the bus hit a 
     huge pothole and Anya is knocked off into the mud.  Happily, 
     Meetoo trots off in her direction.

     Anya approaches TWO PEASANTS who are waiting in line in front 
     of a cafe.

                           PEASANT 9
                    (to Peasant 10)
               Which line is this?

                           PEASANT 10
               The line to get into the line.

                           ANYA
               Excuse me, do you know Dmitri...

                           PEASANT 9
               I know nothing!

                           PEASANT 10
               Nothing!

                           PEASANTS 9 & 10
                    (whispering 
                    simultaneously)
               Try the tavern/ library.

     They begin to bicker back and forth in forced whispers as to 
     whether Dmitri is at the tavern or the library.

     Exasperated, Anya walks away.  They call after her.

                           PEASANTS 9 & 10
               But we didn't tell you!

     Anya rolls her eyes in frustration.  She doesn't see Meetoo 
     at her feet.

                           ANYA
                    (To herself)
               I wish they'd all stop telling me 
               they didn't tell me!

     Meetoo gives a "retu" of agreement. Anya looks down and sees 
     him.

                           ANYA (CONT'D)
               What are you doing...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 21
     6-19-01                                                     


     Just then, she catches another whiff of something foul in 
     the air. Anya duck quickly into a doorway and loses Meetoo. 
     Anya peeks out. A GARBAGE WAGON full of dead fish and rotten 
     food passes Anya.  She sighs with relief, it wasn't 
     Serebreakov - it just smelled like him.

     Anya steps out of the doorway and approaches a STREET ARTIST 
     sketching a LARGE PEASANT WOMAN as her TINY HUSBAND looks 
     over his shoulder.

                           TINY HUSBAND
                    (To Artist)
               Could you get rid of her moustache?

                           ANYA
               Excuse me - I'm looking for a man 
               named Dmitri...

     The Artist quickly scribbles and address on his pad and hands 
     it to her without turning around.

                           ARTIST
               But I didn't write it.

     ANYA LOOKS DOWN AT THE NOTE

     CLOSE ON NOTE

     "St. Petersburg Art Theatre - 99 Pushkin Street"

     DISSOLVE TO

     A SIGN

                           "Pushkin Street"

     CAMERA PANS TO:

18   EXT.  ST. PETERSBURG ART THEATRE - DAY                        18   

     Where WE HEAR a cacophony of FEMALE VOICES as the camera 
     moves inside.

19   INT.  ST. PETERSBURG ART THEATRE                              19   

     The waiting room is filled with YOUNG WOMEN, of various shapes 
     and sizes, holding reading aloud from a piece of paper. WE 
     HEAR many variations of "Oh, Grandmama! It's me, Anastasia. 
     I've waited so long to see you".

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 22
     6-19-01                                                     


20   INT.  STAGE                                                   20   

     An ACTRESS stands in front of what looks to be an OLD WOMAN 
     in a shawl who's back is to the "audience".

                           ACTRESS 1
                    (over the top)
               Oh, Grandmama! It's me, Anastasia! 
               I've waited so long to see you!

     The Actress then LUMBERS over to the OLD WOMAN, with a gait 
     like John Wayne.

     REVERSE ANGLE

     to see the "Old Woman" is Vladimir, with a shawl over his 
     head.  He looks older, of course, but with the same dapper 
     mustache. He rolls his eyes.

                           VLADIMIR
                    (out to audience)
               Dmitri!  I can not work with her!
                    (to Actress)
               May I remind you that you are supposed 
               to be Princess - not a lazy lumbering 
               lout!

     IN THE SEATS

     is Dmitri. Now 20 and darkly handsome. His hair still falling 
     in his eyes as he flips it off his forehead.

                           DMITRI
               Vladimir, calm down!

     Vladimir walks off the stage and toward Dmitri.

                           VLADIMIR
               This, my friend, as an exercise in 
               futility! We shall never find a girl 
               to play the Princess Anastasia out 
               of this motley crew of commoners!

     Vladimir dramatically throws one end of his shawl over his 
     shoulder.

                           DMITRI
               For a ten million rubles reward we 
               can look a little longer.  This is 
               the big one...  and all I need is 
               the right girl.

     "A SOMEONE AND A SOMEPLACE"  (REPRISE

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 23
     6-19-01                                                     


     (Dmitri's "I want") Dmitri SINGS a reprise of Anya's song, a 
     COMIC VERSION, in which he expresses the hope that he can 
     find the right girl for his scam. Anyone from a peasant to a 
     princess will do, as long as she can fool Tatiana. (NOTE:   
     We don't want to give Dmitri a whole new song here or we'll 
     be too song-heavy in Act I.  By giving him a short reprise 
     of Anya's song, we can effectively align these two characters 
     emotionally.)

     QUICK CUTS:

     of various aspirants:

                           ACTRESS 2
                    (heavy nasal)
               Oh, Grandmama! It's me, Anastasia. 
               I've waited so long to see you.

                           DMITRI (O.S.)
               Next!

                           ACTRESS 3
                    (stupid)
               Oh...  Grandmama it's me.  Anastasia, 
               I have waited so long, too.
                    (as a good-bye)
               See you!

                           DMITRI (O.S.)
               Next!

     ACTRESS 4 looks like a hooker and sounds like Mae West.

                           ACTRESS 4
               Oh... Grandmama...  It's me...

                           DMITRI (O.S.)
               Next!

     BACK TO DMITRI

                           DMITRI (CONT'D)
               I wouldn't be on the outside anymore.  
               The ten million rubles would make me 
               welcome anywhere.  I'd really belong 
               somewhere - if I could just find the 
               right girl.

     BACK TO QUICK CUTS:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 24
     6-19-01                                                     


     VERY ROUND ACTRESS

                           ACTRESS 5
               Oh, Grandmama...

                           DMITRI (O.S.)
               Next!

                           ACTRESS 6
                    (very intense)
               What's my motivation?

     ON VLADIMIR

                           VLADIMIR
                    (calling out to seats)
               Stanislavski!

     CUT TO STANISLAVSKI

     shrugs innocently.

                           DMITRI (O.S.)
               Next!

     ACTRESS 7 is actually a man.

                           ACTRESS 7
               Oh...

     ON DMITRI

     in a state of disbelief.

                           DMITRI
               I've gotta find the right girl!

     END MUSICAL NUMBER

                           DMITRI (CONT'D)
               Next.

21   EXT.  ST. PETERSBURG ART THEATRE                              21   

     Anya rides up to front of the theatre and drops her bike.  
     She rushes the steps.

22   INT.  THEATRE                                                 22   

     now empty as Dmitri and Vladimir are gathering up their things 
     to leave.  Vladimir still wears the remnants of the evening 
     clothes that he wore in the first scene.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 25
     6-19-01                                                     


                           VLADIMIR
               It's no use, Dmitri - we'll never 
               find the right girl!

                           DMITRI
               We will.  We have to.
                    (trying to cheer him 
                    up)
               Come on, Vlad - she's out there.

     They walk out the door.

23   EXT.  ST. PETERSBURG ART THEATRE - CONTINUOUS                 23   

                           DMITRI
               She could be right under our nose

     Anya is running up the stairs as Dmitri walks out and they 
     COLLIDE:  her forehead banging Dmitri literally under his 
     nose.  Dmitri grabs his upper lip in pain.

                           DMITRI (CONT'D)
                    (over reacting)
               Ouch!  That really hurt!

                           ANYA
               I'm sorry...  I'm...

                           DMITRI
               That's quite a hard head you've got 
               there, boy.

     In her old hand-me-down boys clothes and hat pulled low, she 
     could easily be mistaken for a boy.

                           ANYA
                    (breathless)
               I'm looking for Dmitri.  I need 
               traveling papers - to Paris. I heard 
               Dmitri could help me.

     Vladimir and Dmitri exchange a look...  wary...  Dmitri looks 
     around and motions to Vladimir to handle it while he walks 
     ahead nonchalantly.

                           VLADIMIR
               Who did you hear it from?

                           ANYA
               I heard it from everyone who said I 
               didn't hear it from them!   Do you 
               know Dmitri?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 26
     6-19-01                                                     


     Dmitri keeps walking ahead followed by Vladimir. Anya is 
     determined not to give up and keeps up with Vladimir even 
     though she keeps getting bumped and pulled off track by people 
     walking in the opposite direction.

                           VLADIMIR
                    (loudly, acting)
               Providing travel papers is illegal!
                    (then, quietly)
               I know Dmitri well - perhaps I can 
               help you.  Provided you have enough 
               money to pay for this service...

                           ANYA
               Well, I don't have any money ...

                           VLADIMIR
               Good day!

     Vladimir pats her on the head and walks away.

                           ANYA
               I have a bike!  Perhaps I could sell 
               it and...

     Vladimir keeps walking, catching up to Dmitri.

     Anya runs back around to the front of the building where she 
     left her bike.  She stops suddenly when she realizes that 
     there is no bicycle there anymore - just Meetoo.

                           ANYA (CONT'D)
               What are you doing here?  And where's 
               my bike?

     A POLICEMAN strolls by.

                           ANYA (CONT'D)
               Officer!  My bike has been stolen!

                           POLICEMAN
               Nonsense.  There is no crime in the 
               Soviet Socialist Republic.

     And he keeps walking. Anya realizes that there is no hope in 
     pursuing the policeman so she heads off to find Vladimir - 
     who has vanished down the street.  Meetoo starts to follow 
     her.

                           ANYA
               Sorry, boy, I have to go.

     Meetoo barks "retu" and starts after her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 27
     6-19-01                                                     


                           ANYA (CONT'D)
               No.  You can't come with me.  I'm 
               leaving...

     Meetoo barks his "retu" and starts after her again.

                           ANYA (CONT'D)
                    (laughing)
               It sounds like you're saying "me 
               too".  Listen little guy, I have 
               money, no food...  and no bicycle.  
               I'm the last person you should be 
               following!

     Anya pats him on the head and heads off in the direction of 
     Vlad and Dmitri.  Meetoo, of course, follows her.

     FURTHER DOWN THE STREET

     Anya spots Vladimir and Dmitri turning the corner in the 
     distance.  Anya runs, trying to catch up with them.  She 
     turns the corner and STOPS.

     ANYA'S POV

     the PALACE in the distance, only now it's run down, boarded 
     up and partially burned.

24   ANYA IS TAKEN BACK.  SHE STARES, FASCINATED BY IT -           24   

     moved by it .  As the sun sets behind the Palace, it's bathed 
     in a beautiful golden light.

25   INT.  PALACE BEDROOM - NIGHT                                  25   

     CLOSE on a roaring fire, over which Vladimir has fashioned a 
     rotating "spit" which is propelled by a Victrola.  Vladimir 
     is carefully basting the only thing on the spit:  a head of 
     cabbage.

     Dmitri is sitting by the window, staring at the MUSIC BOX 
     that Anastasia dropped the night of the revolution.

                           VLADIMIR
               ...  even if we find her, what makes 
               you think the Empress will even see 
               us?

     Dmitri holds up the music box.

                           DMITRI
               She'll see us.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 28
     6-19-01                                                     


26   EXT.  PALACE AT ST. PETERSBURG - NIGHT                        26   

     Anya approaches, tentative and glancing around.  She tries 
     to open the door but it won't budge, so she moves to a boarded 
     up window.  She looks through a crack in a board.

27   INT.  BALLROOM                                                27   

     Dark and eerie.  All of it's former glory destroyed.

     CAMERA RISES to a partially destroyed CHANDELIER here we see 
     BARTOK, the bat who was with Rasputin.

     He hangs upside down next to a FEMALE BAT.  He clears his 
     throat - she doesn't respond.  Using his wings, he gives his 
     hair a quick grooming.

                           BARTOK
               You, uhh...  hang here often?
                    (laughs nervously)
               "Hang" get it?  I said "hang" and 
               we're both, you know, cause we're 
               bats...  and, uhhh...  what's your 
               sign?

     No reaction from FEMALE BAT.

28   EXT.  PALACE                                                  28   

     Anya uses a stick to pry off some of the window boards.

     We HEAR a crack.

29   INT. PALACE BEDROOM                                           29   

     SAME CRACK noises from downstairs just as Vladimir's cabbage 
     falls from the spit into the fire.

                           DMITRI
                    (off noise)
               What was that?

                           VLADIMIR
               That was your dinner!  I do hope 
               there is no cabbage in Paris!

30   INT.  BALLROOM                                                30   

                           BARTOK
               Whatta' ya say we go somewhere maybe 
               get a bug to eat.  Get it?  A "bug" 
               to eat, 'cause we're...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 29
     6-19-01                                                     


     FEMALE BAT rolls her eyes in disgust and flaps away.

                           BARTOK (CONT'D)
                    (one last try)
               I'm a Gemini...

     He hears the SOUND of boards being torn off the window.

     BARTOK'S HIGH ANGLE POV

     Anya climbs into the ballroom.

31   INT.  SMALL ROOM                                              31   

     Meetoo manages to wiggle in after her and follows Anya as 
     she wanders around, spell bound by the faded glory of the 
     palace.

32   INT. DINING ROOM                                              32   

     Anya wanders into the partially destroyed room and bends 
     down to inspect half of a broken plate that's lying on the 
     floor. The instant she touches it, she pulls her hand away 
     as if SHOCKED.  Recovering, she picks it up.

     CLOSE ON PLATE

     painted with decorative dancing Russian bears.

     Anya wanders out of the room and to the top of a HUGE 
     STAIRCASE which leads down to the once grand BALLROOM.

     She stops at a large landing half way down the steps.

     Meetoo sees a large curtain hanging precariously on the side 
     wall.  Being a puppy he can't resist leaping and grabbing at 
     it with his teeth.  Anya notices and runs her hand along a 
     the carved butterflies in the worn banister.

     ON ANYA

     who jumps, startled, as Meetoo pulls the curtain and it hits  
     the floor.

33   INT.  PALACE BEDROOM                                          33   

     Dmitri and Vladimir look up from their burnt cabbage.

     They heard it too.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 30
     6-19-01                                                     


34   INT.  STAIRCASE (BALLROOM)                                    34   

     Anya is relieved to see it is only Meetoo, who wags his tail 
     happily with the curtain still in his mouth.

                           ANYA
               What are you do...

     Anya STOPS mid sentence, taken by what she sees.

     ANYA'S POV

     Behind the curtain was the FRIEZE of the ROMANOV FAMILY.

     The moonlight hits the portrait with a ghostly glow.

     "ONCE UPON A DECEMBER"  (THE MUSIC BOX THEME)Anya is 
     mesmerized by the FRIEZE.  She looks around the Ballroom... 
     almost remembering something...

                           ANYA (CONT'D)
                    (singing)
               DANCING BEARS, PAINTED WINGS THINGS 
               I ALMOST REMEMBER.

     AND A SONG SOMEONE SINGS ONCE UPON A DECEMBER

     As she sings the ballroom transform into it's once splendid 
     glory.  Anya takes off her coat and at once her rags are 
     transformed into a beautiful gown.  NICHOLAS steps down from 
     the FRIEZE and walks her down the stairs gracefully and begins 
     a waltz with her.

                           ANYA (CONT'D)
               SOMEONE HOLDS ME SAFE AND WARM
               HORSES PRANCE THROUGH A SILVER STORM
               FIGURES DANCING GRACEFULLY ACROSS MY 
               MEMORY.

     MUSIC BUILDS.  A CHORUS of voices sing the melody as royal 
     ghosts appear as elegant and beautiful as in the opening 
     scene. Then

                           ANYA (CONT'D)
               SOMEONE HOLDS ME SAFE AND WARM
               HORSES PRANCE THROUGH A SILVER STORM
               FIGURES DANCING GRACEFULLY ACROSS MY 
               MEMORY.

     MUSIC: FULL!

     Dmitri and Vladimir appear at the top of the stairs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 31
     6-19-01                                                     


     DMITRI & VLADIMIR'S POV

     some ragged lunatic dancing with "himself".

                           ANYA (CONT'D)
               FAR AWAY, LONG AGO GLOWING DIM AS AN 
               EMBER, THINGS MY HEART USED TO KNOW 
               THINGS IT YEARNS TO REMEMBER

     Anya is released from Nicholas' embrace.  He kisses her on 
     the forehead and slowly backs away.  She follows Nicholas, 
     back up the stairs to the landing, where the sun has caused 
     a "dust" mist.

     Then, magically, TATIANA appears through the mist, a loving 
     beautiful vision from the past.

                           ANYA (CONT'D)
               AND A SONG SOMEONE SINGS ONCE UPON A 
               DECEMBER.

                           DMITRI (O.S.)
                    (yelling)
               Who are you?!

     END NUMBER Dmitri's voice causes the visage to disintegrate.  
     All goes back to the way it was - dark and destroyed.

     Anya spins toward Dmitri, surprised and frightened.

     DMITRI'S POV

     Anya is caught in a ray of moonlight, directly in front of 
     the image of Anastasia in the frieze.  The resemblance is 
     striking.  Dmitri is taken aback, but Vladimir is unaffected.

                           VLADIMIR
               You're trespassing, boy!

     Anya is dazed by what has just happened to her and can't 
     quite refocus on reality.

                           ANYA
               I...  I...  spoke to you earlier 
               about traveling paper. .

     Dmitri pokes Vladimir with his elbow but doesn't take his 
     eyes off Anya.

                           DMITRI
                    (whispering to Vlad)
               It's her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 32
     6-19-01                                                     


                           VLADIMIR
               He's her?

                           DMITRI
               Look!

     Vladimir looks at Anya again and get it.

                           ANYA
               Are you Dmitri?  I didn't  mean to 
               trespass - I don't want to do anything 
               dishonest, but if you could just 
               help me...

     Vladimir and Dmitri walk down the stairs and up her stairs 
     and begin to circle around her.

                           VLADIMIR
               Perhaps you heard of our brilliant 
               plan to find a girl and...

     Dmitri pokes him hard in the ribs and shakes his head.

                           DMITRI
                    (quietly to Vlad)
               She doesn't want to do anything 
               "dishonest"...

                           VLADIMIR
                    (gets it, whispers)
               Ew...  the honest type.

     Dmitri gives Vlad a "let me handle this" gestures.

                           DMITRI
                    (off frieze)
               You look like her.  Like the Princess 
               Anastasia.  Has anyone ever told you 
               that before?

     Anya is coming back to her senses, doesn't like these men 
     circling her.

                           ANYA
                    (sarcastic)
               Oh, yeah - in the orphanage they 
               constantly told me I looked like a 
               princess! Stop that!

     Dmitri stops circling and then begins to use everything that 
     Anya says - the perfect and charming con man that he is - to 
     get what he wants.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 33
     6-19-01                                                     


                           DMITRI
               People say Anastasia was the only 
               member of the Royal Family to escape 
               alive.  That makes her an orphan too
                    (beat)
               What happened to your parents?

                           ANYA
               I don't know - I don't remember 
               anything that happened before the 
               revolution...

                           DMITRI
               You know, it's strange -
               Anastasia's grandmother, the Dowager 
               Empress Tatiana has been looking for 
               Anastasia since the revolution.  Why 
               do you think she wouldn't go to her 
               own grandmother?

                           ANYA
               I don't know.  I don't see what this 
               has to do with me.

                           DMITRI
               Perhaps it's because she has amnesia 
               too - can't remember...

                           VLADIMIR
               How much do you weigh?

     Dmitri pokes him again.

                           VLADIMIR (CONT'D)
                    (to Dmitri)
               I was just wondering since we already 
               have the dress...

                           ANYA
               Look, I came here to get papers to 
               travel to Paris and...

                           DMITRI
               Why do you want to go to Paris?

                           ANYA
                    (defiant)
               I have my reasons.

                           DMITRI
               Anastasia's grandmother is in Paris.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 34
     6-19-01                                                     


                           DMITRI (CONT'D)
               We're going to bring Anastasia to 
               her - in Paris.
                    (beat)
               And I think you are the Princess 
               Anastasia.

     Anya laughs.  Vlad mouths to Dmitri "Do you think she's really 
     Anastasia?"  Dmitri shakes his head no, of course not, then 
     continues with Anya.  Vlad smiles to himself and walks down 
     the stairs - Dmitri's so good even he got confused!

                           DMITRI (CON'T) (CONT'D)
               You never thought of the possibility?

                           ANYA
               Look - there isn't an orphan in the 
               world who doesn't dream she's a 
               princess but, come on...  Look at 
               me!

     Dmitri spins around, dramatically pointing to Anastasia's 
     image in the freeze.

                           DMITRI
               NO!  YOU LOOK AT HER!  LOOK AT HER!
                    (beat, then softly)
               It could be you.

     UNDERSCORE:  "THE MUSIC BOX THEME" Anya fiddles with the key 
     around her neck and looks down at the ballroom, remembering 
     what just happened there - could it have been a memory...

     Dmitri tries to act casual as he turns and starts walking 
     down the stairs.

                           DMITRI (CONT'D)
               You don't have anything to lose.  If 
               I am wrong - the Empress will simply 
               tell us you aren't Anastasia and 
               we'll be on our way.  No harm done - 
               an honest mistake - but at least you 
               will be in Paris.

     Anya touches Anastasia's painted hand in the frieze.

                           ANYA
                    (singing in a whisper)
               THINGS MY HEART USED TO KNOW THINGS 
               IT YEARNS TO REMEMBER...

     Dmitri looks at Anya, her back toward him, as he raises his 
     arm to her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 35
     6-19-01                                                     


                           DMITRI
               Find out the truth - come to Paris 
               with us.

     Anya expression registers her internal debate.  What is it's 
     true...  It couldn't be...  but if...  Then,

                           ANYA
               All right.  I will go with you.

     Meetoo let's out his "retu".  Vladimir lets out a whoop of 
     joy.  Dmitri smiles and bows to Anya..

                           DMITRI
               The Her Royal Highness Princess 
               Anastasia!

     ON BARTOK

     having watched the whole thing - he sighs.

                           BARTOK
               Oy...  he's gonna be so mad...

     Bartok flies out a broken window and into the night.

35   EXT.  AERIAL VIEW OF ST. PETERSBURG - NIGHT                   35   

     BARTOK'S POV

     The city lights fade and we move into the blackness of the 
     Russian forest.  Finally, in the distance, we see the orange 
     glow of a fire.

36   EXT.  GYPSY CAMP - NIGHT                                      36   

     Bartok swoops along the wagons.  Everyone looks to be asleep.  
     Bartok keeps flying until he sees an OMINOUS LOOKING BLACK 
     WAGON, the largest and most elaborate.

     Bartok screws up his courage and flies into the open window 
     of the BLACK WAGON

                           ANYA
                    (singing in a whisper)
               THINGS MY HEART USED TO KNOW THINGS 
               IT YEARNS TO REMEMBER ...

     Dmitri looks at Anya, her back toward him, as he raises his 
     arm to her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 36
     6-19-01                                                     


                           DMITRI
               Find out the truth - come to Paris 
               with us.

     Anya expression registers her internal debate. What if it's 
     true... It couldn't be... but if... Then,

                           ANYA
               All right. I will go with you.

     Meetoo lets out his "retu". Vladimir lets out a whoop of 
     joy. Dmitri smiles and bows to Anya.

                           DMITRI
               The Her Royal Highness Princess 
               Anastasia!

                           ON BARTOK
               having watched the whole thing - he 
               sighs.

                           BARTOK
               Oy...  he's gonna be so mad...

     Bartok flies out a broken window and into the night.

37   EXT.AERIAL VIEW OF ST. PETERSBURG - NIGHT                     37   

     BARTOK'S POV

     The city lights fade and we move into the blackness of the 
     Russian forest. Finally, in the distance. we see the orange 
     glow of a fire.

38   EXT.GYPSY CAMP - NIGHT                                        38   

     Bartok swoops along the wagons. Everyone looks to be asleep.

     Bartok keeps flying until he sees an ONIOUS LOOKING BLACK 
     WAGON, the largest and most elaborate.

     Bartok screws up his courage and flies into the open window 
     of the BLACK WAGON.

39   INT.RASPUTIN'S WAGON                                          39   

     A lone candle lights the dark wagon. A frightened Bartok, 
     stays on the window sill.

                           BARTOK
               Ummm ... Father Gregori? It's, uhh 
               ... me. Bartok.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 37
     6-19-01                                                     


                           BARTOK (CONT'D)
                    (a sign of relief)
               Phew! Not home ...

     Rasputin's face suddenly ROARS into FRAME from the bed below, 
     his eyes fiery red and his beard wild.

                           RASPUTIN
               What?

                           BARTOK
               Oh my God!
                    (wing to chest)
               Don't do that ... feel my heart.  Go 
               ahead. I'm dying here ...

                           RASPUTIN
                    (smiling)
               And what do you want, my little rat-
               with-wings?

     Rasputin rises and pours himself a glass of vodka.

                           BARTOK
               Name calling! That's mature.

     Rasputin grabs him by the throat.

                           RASPUTIN
               I gave you that tongue and I can rip 
               it out!

                           BARTOK
                    (strangled)
               No, I really like my tongue...  we're 
               very attached.
                    (rasputin releases 
                    him)
               Oyyyy... Okay, now... promise you 
               won't get angry.

                           RASPUTIN
                    (sweetly)
               Why would I ever be angry with you, 
               little friend?

                           BARTOK
               Yeah, right. Keep that thought okay? 
               So, I'm in town, stop by the old 
               palace. You get a better class of 
               bats there - no tattoos or anything.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 38
     6-19-01                                                     


     Rasputin rummages around for a full bottle of vodka, tossing 
     the empties - which Bartok has to dodge.

                           BARTOK (CONT'D)
               So, I'm cruisin' the rafters and...  
               what can I say, I struck out.  I 
               thought chicks would like the fact 
               that I can talk, you know but, I 
               mean, the way things are going I 
               couldn't get invited to a plague.
                    (a bottle smashes)
               Someone's gotta clean that up...

                           RASPUTIN
               Get to the point sometime tonight..
               I'm late for a wenching.

                           BARTOK
               Okay... you're not gonna like this 
               but, well, it looks like Anastasia 
               is ... still alive.

     He tenses, waiting for Rasputin's explosion but Rasputin 
     just laughs.

                           RASPUTIN
               Impossible. That rumor's been around 
               for years.

     Bartok hovers face-to-face.

                           BARTOK
               Trust me, it's her!

                           RASPUTIN
                    (eyes narrowing)
               How do you know?

                           BARTOK
               Rodent's intuition, how do I know?  
               She looks exactly like her.  Except 
               she's taller, which is natural ... 
               Of course my second cousin Treplev - 
               he never grew. Looks like a little 
               pepper shaker. He was so cute ...

     Rasputin begins a slow growl that builds.

                           BARTOK (CONT. ) (CONT'D)
               Oyyy... I knew this was gonna to 
               upset him!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 39
     6-19-01                                                     


     Rasputin howls in anger and smashes his glass against the 
     wall. He moves toward the CABINET, knocking over furniture. 
     Rasputin flings open the cabinet and we see the RELIQUARY, 
     glowing gently as if it were sleeping.

     Bartok covers his eyes in fear. Even Rasputin seem a bit 
     nervous in front of it.

                           RASPUTIN
                    (with reverence)
               Source of my power. Owner of my soul. 
               I need your help.

     Rasputin takes the RELIQUARY out of the cabinet and sets it 
     on the table.

                           BARTOK
               Hey, she's just a kid. And she's 
               going to Paris outta sight, outta 
               mind, outta Russia.

                           RASPUTIN
               I cursed then all!

                           BARTOK
               My Aunt Bella, sweet woman not the 
               brightest bat in the world - she 
               used to hang right side up, anyway 
               she always said "Curses were made to 
               be broken". Course, she said it in 
               those irritating little bat squeaks, 
               so it wasn't quite so profound...

     Rasputin pulls out a set of RUSSIAN DOLLS (a small painted. 
     hollow doll with a smaller doll inside it, and a smaller 
     doll inside it, etc.) The first doll bears an eerie 
     resemblance to Nicholas.  Inside the second looks like 
     Alexandra, all the way down to the ANASTASIA doll.

     "THE END OF THE LINE" (PRODUCTION NUMBER)

     Rasputin will have a DARK, MENACING, DELICIOUSLY SCARY NUMBER 
     in which he SINGS of his obsession with killing the Romanovs 
     once and for all. Bartok will interject comically throughout. 
     as Rasputin will conjure up his minions from the reliquary 
     and sing about Romanovs FINALE, he sends them off after Anya.

     SONG TO INCORPORATE THE FOLLOWING SENTIMENTS:

                           RASPUTIN
               The Romanovs tried to kill me and I 
               swore to destroy all of them!
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 40
     6-19-01                                                     


                           RASPUTIN (CONT'D)
               If she lives, if she should have a 
               child someday, the Romanov Family 
               continues! And I won't lot that 
               happen! THIS IS THE END OF THE LINE!

     He crushes the Anastasia doll in his massive hand.

                           BARTOK
               You know, this is really obsessive 
               behavior. There is this doctor this 
               doctor in Austria, Sigmund something 
               and he feels...

     Bartok land on the table while be's talking and his wing 
     accidentally knocks the RELIQUARY on its side and it begins 
     to roll.

                           RASPUTIN
               YOU IDIOT!

     Rasputin makes a sad leap, grabbing it seconds before it 
     shatters on the floor. Rasputin holds it up. The smoky SPIRITS 
     inside swirl around, moaning.

                           RASPUTIN (CONT'D)
                    (to Reliquary)
               Yesses - you'd all like to get out, 
               wouldn' t you? Sorry just one at a 
               time and only when I call.

     Rasputin spins on Bartok, who has been slinking away, and 
     slams a goblet over him.

     BARTOK'S POV

     From under the glass, Rasputin looks distorted and even more 
     horrifying.

                           RASPUTIN (CONT'D)
                    (to Bartok)
               Do you have any idea what would happen 
               if that broke?!

                           BARTOK
                    (voice under glass)
               You'd lose your security deposit?

                           RASPUTIN
                    (waving reliquary)
               Evil, powerful beings - I have their 
               power only if I contain them, control
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 41
     6-19-01                                                     


                           RASPUTIN (CONT'D)
               them. If they should all be released 
               at once... well ...

     Rasputin smiles with his horrible yellow, decayed teeth, and 
     lifts the glass an if to whisper in Bartok, a ear.

                           RASPUTIN (CONT'D)
               YOU DON'T WANT TO BE AROUND IF THAT 
               HAPPENS!

     The volume of Rasputin's voice rattles Bartok around the 
     inside of the glass. Rasputin focuses on the RELIQUARY.

                           RASPUTIN (CONT'D)
                    (to reliquary)
               Where is she? Where is Princess 
               Anastasia...

     Inside the reliquary the awoke begins to mow Suddenly, the 
     smoke EXPLODES in a burst and forms into the smoke from a 
     train engine. As the reliquary picture broadens, we see a 
     train and Anya, Dmitri and Vladimir all hurrying to catch 
     it.

                           RASPUTIN (CONT'D)
               She has friends. No matter...

     Bartok looks desperate under glass. He tries to topple the 
     glass prism by jumping up but just cooks his head.

                           BARTOK
               Ohhh, that was dumb...
                    (calling to Rasputin)
               Hello, I've get really terrible 
               claustrophobia. That's why I could 
               never live in a cave ...

     Rasputin gives his attention only to the reliquary.

                           RASPUTIN
               Finish my prophecy...

     Smoke begins to pour out of the reliquary. Rasputin almost 
     giddy with the thought of finishing ambition, laughs 
     hysterically.

                           BARTOK
               Ew, I hate when he does this!

     As Rasputin swirls his arms the smoke begins to form into 
     MINIONS. All look human at first, but then we see MINION 
     ONE, has the body of a human and a head of a JACKAL, MINION

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 42
     6-19-01                                                     


     TWO has the face of a woman and the claws of a TIGER, and 
     MINION 3 - the most horrible of all - has a huge bear-like 
     body with the head of a VULTURE. All wear long capes with 
     hoods.

                           RASPUTIN
               She is not to get off that train... 
               alive!

     Rasputin kicks open the wagon door and leaps outside.

     The MINIONS, still filling out into forms, follow.

     One of the wisps of smoke, like a tail, swishes by and knocks 
     over Bartok's glass prism, freeing him.

40   EXT. GYPSY CAMP - NIGHT                                       40   

     Rasputin releases his BLACK HORSES who stomp -and whinny, 
     meaning something bad, as two Minions float on to them the 
     other flies ahead of than.

                           RASPUTIN
               Go! I don't care what you do with 
               the others but finish the girl! 
               KILLLLL HERRRRR!
                    (sinister)
               And have fun...

     The Minions take off. Rasputin laughs wildy.

     END MUSICAL NUMBER

41   INT. TATIANA'S STUDY, PARIS - DAY                             41   

     CLOSE ON

     TATIANA'S HANDS covering her face. Slowly dropping her hands 
     down to reveal an older, sad TATIANA.

                           TATIANA
               Take her away, Sophie.

     PULL BACK

     to reveal a YOUNG WOMAN standing in front of bar desk.

                           TATIANA
               Haven't anything better to do than 
               to break my heart.

     Sophie ushers the now ashamed YOUNG WOMAN to the door.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 43
     6-19-01                                                     


     The YOUNG WOMAN looks amazing like Anya except that her hair 
     is long and her clothes are now. She walks with a certain 
     regal grace until she passes through the doorway - out of 
     Tatiana's sight - and her posture "question-marks" and she 
     lopes out.

                           TATIANA (CONT'D)
                    (quietly)
               No more. No more...

     Sophie. heavier and larger bottomed than ten years earlier, 
     speaks quickly - without ever breathing, in a high pitched 
     nervous chitter.

                           SOPHIE
                    (very rapidly)
               Oh, oh... I must say. I thought that 
               one was bar - i'm just so shocked 
               that she wasn't real well, she was 
               real, I mean she was human, of course. 
               but not our real. I must say, even 
               my sisters were touched by her yes - 
               yes they were...

     XENIA and ESTELLE, as pinched and skinny as Sophie in "full", 
     don't appear to ever have been "touched" by anything (or 
     anyone).

                           SOPHIE (CONT'D)
               ... moved to tears of joy! We won't 
               be fooled next time, girls! I'm a 
               going to think of really hard 
               questions...

                           TATIANA
                    (stopping Sophie with 
                    a raise of her hand)
               No, Sophie. My heart can't take it 
               anymore! I will see no more girls 
               claiming to be Anastasia.

     Tatiana walks sadly out of the room.

42   EXT. TRAM STATION - MORNING                                   42   

     Anya and Metoo doze near a fire along with the other PEASANTS 
     waiting for the train. Dmitri looks over Vladimir's shoulder 
     nervously watching his forging their travel papers.

                           DMITRI
               Hurry up with those papers.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 44
     6-19-01                                                     


                           VLADIMIR
               Would you have leaned over Rembrant's 
               shoulder and told him to paint faster?

     Vladimir looks at Dmitri's anxious face.

                           VLADIMIR (CONT'D)
               You probably would.
                    (hands him the papers)
               They're still wet.

     A TRAIN WHISTLE SLOWS and Vlad Moves to Anya.

                           VLADIMIR (CONT'D)
               Wake up, young lady, that's our train.

                           DMITRI
                    (correcting)
               "Wake up, your highness" - we should 
               start getting used to saying it.

                           VLADIMIR
               What a world - a man who was in my 
               position in society is calling a 
               peasant 'Your Highness".

     Dmitri leans over and tugs Anya's hair lightly.

                           DMITRI
                    (to Anya)
               Wake up!

     Anya's eyes flash open and - totally on reflex - she belts 
     Dmitri in the nose. Ditri reels back,  lands on his butt - 
     Vladimir observes ruefully.

                           VLADIMER
               We have a lot of work to do...

43   EXT. TRAIN PLATFORM - SECONDS LATER                           43   

     Vladimir, using his ample belly, bumps people out of the way 
     as they head for the train. Vlad climbs on just as it starts 
     up, followedby Dmitri. Dmitri turns back and reaches out his 
     hand to help Anya up. But she freezes... just STANDS THERE, 
     not running.

     ANYA'S POV

                           DMITRI
               Come on!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 45
     6-19-01                                                     


     Dmitri on the train, his hand extended - just like Tatiana's 
     was. Although Anya can't quite remember, something about 
     this terrifies bar. She snaps out of it when Meetoo nips her 
     ankle.

     Anya looks down and sees the puppy, picks him up and runs 
     for the train.

                           DMITRI (CONT'D)
               Take my hand!

     Anya puts Meetoo into his hands and Jumps on without touching 
     his.

44   INT. TRAIN COMPARTMENT                                        44   

     The compartment is JAMMED with travelers. Suitcases and 
     packages balanced precariously. Dmitri sits down and carefully 
     touches his painful nose.

                           DMITRI
               Do you always punch people first 
               thing in the morning?

                           ANYA
               Sorry - it's a reflex. Living in an 
               orphanage if someone bothers you - 
               you automatically come up swinging.

                           DMITRI
               I wasn't bothering you. I was trying 
               to wake you up!

     OVER ANYA'S SHOULDER, out of the window, we see the THREE 
     MINIONS on horseback charging down a snow covered hill toward 
     the train.

                           ANYA
               By pulling my hair?!

                           DMITRI
               I was all out of dynamite!

     Dmitri touches his nose again. Anya opens the window and 
     grabs some snow.  WE SEE the minions racing wildly to catch 
     up with the train. As the scene continues, we see the minions, 
     one by one, getting close to the train and then disappear 
     fromview - only their riderless horses ride away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 46
     6-19-01                                                     


                           ANYA
                    (hands Dmitri the 
                    snow)
               Put it on your nose. For heaven's 
               sake, you're making such a fuss!

     Dmitri tries to act very manly as he puts the ice on his 
     nose, but cringes with the cold. Anya smiles.

                           ANYA (CONT'D)
                    (to herself)
               Men are such babies...

     An ELDERLY WOMAN loaded with packages cones into the 
     compartment. Anya immediately rises to help her.

                           ANYA (CONT'D)
               Here, let me Dmitri and Vlad both 
               pull her back down.

                           DMITRI
               You're a princess...

                           VLADIMIR
               Royalty do not help people with their 
               luggage.

     Anya gives them both a look and helps the woman.

                           VLADIMIR (CONT'D)
               Well, she certainly has a mind of 
               her own.

                           DMITRI
               Yes. And I hate that in a woman.

     Vlad holds Meotoo, who is enthralled and plays with Vladimir's 
     drooping mustache, like a kitten with a string.

     The COMPARTMENT DOOR swings open and an OMINOUS LOOKING GUARD 
     strides in!

                           GUARD
               Papers!

     Everyone rustles for their papers. Dmitri confidently pulls 
     out their papers, done in beautiful BLACK ink.

     Then, he glances at the PERSON NEXT TO HIM and sees that his 
     papers are done in a bright RED ink. Dmitri looks over at 
     Vladimir - who has seen the mistake as well.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 47
     6-19-01                                                     


                           VLADIMIR
                    (sheepishly)
               It's what I hate about this government - 
               everything in red!

     The guard hand papers back to a soulful looking man with a 
     frozen beard.

                           GUARD
               Thank you, Comrade Zhivago.

                           ZHIVAGO
               Doctor Zhivago.

     GUARD approaches Vlad and Dmitri.

                           VLADIMIR
               What do we do now?

                           DMITRI
               Pray he's color-blind...

     Dmitri flashes the Guard a charming smile as he hands over 
     his papers. Vladimir is nervously playing with his mustache 
     until it stands out straight.  Anya has no idea what's going 
     on.

                           GUARD
               Wait here.

     As the Guard heads out of the compartment, Vlad turns to 
     Dmitri and they exchange an "oh, no" look.

45   INT. CORRIDOR, ANOTHER CAR                                    45   

     The MINIONS, hoods pulled low, push their way through the 
     PASSENGERS in search of Anastasia.

46   INT. CORRIDOR                                                 46   

     Dmitri spots the GUARD conferring with the GUARDS over the 
     papers. Anya pokes bar head out.

                           ANYA
               I'm going to stretch my legs

                           DMITRI
               That's a good idea - a great idea - 
               stretch your legs
                    (pointing the opposite 
                    direction of the 
                    guards)
               ... stretch them that way.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 48
     6-19-01                                                     


     Anya looks at him like he's crazy and walks away.

                           ANYA
                    (to herself)
               I must have hit him harder than I 
               thought...

     Dmitri runs back in and grabs his SMALL BACKPACK. He pulls 
     Vlad, carrying Meetoo, out off the compartment Anya has a 
     load on them as they follow.

47   INT TRAIN COMPARTMENT - DAY                                   47   

     The GUARDS burst in, ready for an arrest. In the background, 
     the hooded Minions pass. The Guards, seeing empty seats, 
     head back out.

48   INT. TRAIN CORRIDOR - ANOTHER CAR                             48   

     Anya looks out the window as the country side flies by and 
     smiles.INT. CORRIDOR The Guards spot three figures at the 
     far end of the car.

                           GUARD
               That's them! Come on!

     They run after who they think are the fugitives.

     The Guard grabs a minion and spins him around.

     It's MINION THREE, who comes face-to-beak with him and lets 
     out a HORRENDOUS SCREECH, causing the other Minion to turn 
     around. The Guards scream and reel backward, pushing and 
     shoving each other to got out of the way The Minions proceed 
     up the corridor, MINION TWO, spots Anya looking out the 
     window. He grabs her, pulling her viciously to the other 
     Minions. She spins around - it isn't Anya - it's a SERIOUSLY 
     UGLY WOMAN. The Minions now scream and reel back in horror.

49   INT. CORRIDOR - SIMULTANEOUS                                  49   

     Dmitri and Vladimir catch up to Anya and grab her in each 
     arm, loading bar down the hall WE HEAR the MINIONS SCREAM 
     from the next car.

50   EXT. BETWEEN CARS                                             50   

     Anya. Dmitri and Vlad step out on a platform and see there 
     is no place left to run. Only the engine is ahead of them.

                           DMITRI
               Wait here!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 49
     6-19-01                                                     


     He leaps up gracefully, grabbing the edge of the roof, and 
     pulls himself up.

                           ANYA
                    (to Vlad)
               Would you like to tell what we are...

     As Dmitri's head, upside down, appears from the roof.

                           DMITRI
               Come on up!

                           ANYA
               Why?

     Vladimir picks Anya from up from behind and hoists her up to 
     Dmitri. She hollers.

51   EXT. TRAIN ROOF                                               51   

     Anya is pulled up by Dmitri, with a force that knocks them 
     both over Anya on top. An awkward moment. Anya rolls off him 
     as Dmitri tries to catch the breath she knocked out of him.

                           ANYA
               Just what do you think you're doing?!

                           DMITRI
               Trying... to... breathe...

     Suddenly, Meetoo appears, as if he were flying and lots out 
     a little "retu".  Vladimir has tossed his up and Dmitri 
     catches his, band his to Anya, and reaches down to Vladimir.

52   INT. CORRIDOR                                                 52   

     Though the window the Minions see Vladimir's legs as he's 
     being lifted.

53   INT. ROOF OF TRAIN                                            53   

     Dmitri struggles to got Vlad to the roof but he's losing his 
     grasp.  Anya puts Meetoo down and reaches to help the dangling 
     Vlad. Even Meetoo helps by pulling an Vladimir's  scarf .

54   EXT. PLATFORM                                                 54   

     Minion one grabs for Vladimir's legs, just as they disappear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 50
     6-19-01                                                     


55   EXT. ROOF OF TRAIN                                            55   

     Dmitri and Anya let out a sigh of relief as Vlad in safe, 
     but it's short lived as they both SIMULTANEOUSLY let out a 
     yell.

     DMITRI & ANYA'S POV:

     a TUNNEL rapidly approaching.

     They hit the deck, Vlad on his back between Anya and Dmitri. 
     Anya and Dmitri exchange a quick look as the tunnel gets 
     closer - Vladimir's stomach is sticking up too high to clear 
     the tunnel. They reach up together and push down on his big 
     belly, causing his eyes to bulge

     ON THE SIDE OF THE TRAIN

     The minions, now climbing up the side are plunged into total 
     darkness.

     ON THE ROOF

     light hits as the train comes out of the tunnel.

     Vlad lets out a gasp as they release his belly.

     Just then a Minion hand reaches up over the edge.

     Dmitri assumes it's a Guard.

                           DMITRI
               The guards!
                    (Anya gives him a 
                    look)
               I'll explain later.

     Anya and Vlad follow Dmitri toward the back of the train.

     ON THE MINIONS

     now on the roof, seeing their prey in short distance.

     ON ANYA AND THE OTHERS

     running, without looking back. jumping from car to car, 
     passing Meetoo like a football. Vladiair makes a huge running 
     leap into the air...

56   INT. TRAIN COMPARTMENT                                        56   

     As all PASSENGERS react to Vladimir's bulk hitting and denting 
     the coiling.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 51
     6-19-01                                                     


57   EXT. ROOF OF TRAIN                                            57   

     The TRAIN WHISTLE erupts and Anya glances back to see her 
     pursuers just as they are enveloped in the thick black smoke 
     of the engine. Behind them, Anya can see another tunnel.

     TUNNEL

     They drop down, this time Vlad in on his stomach. Anya and 
     Dmitri realize his butt won't clear the tunnel.

     They push it down.

     ON THE MINIONS

     An the smoke disappears, the Minions' eyes go wide when they 
     realize it's too late for them. The train roars the tunnel 
     as the MINIONS SMASH into the side of the mountain in a 
     COLORFUL BURST OF SMOKE from which they were created.

58   INT. RASPUTIN'S WAGON - PARALLEL TIME                         58   

     DISSOLVE TO

59   EXT.ROOF OF TRAIN - DAY                                       59   

     Rasputin stares at the scene in his reliquary, watching his 
     well laid plan "go up in smoke", and lets out a simmering 
     growl.

     Anya is standing with her hands an her hips arguing with 
     Dmitri and Vladiair.

                           ANYA
               Forged papers! Now, what?!

                           DMITRI
               Now just get off the train.

                           ANYA
               HUH?!

     Dmitri motions that they are going to Jump. Anya shakes her 
     head slowly.

                           ANYA (CONT'D)
               Noooo....

                           VLADIMIR
               She's quite right, Dmitri, a man of 
               my stature should not have to--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 52
     6-19-01                                                     


     Dmitri shoves him off the top of the train with Meetoo in 
     his arm. Dmitri then puts out his hand to Anya.

                           DMITRI
               Come on, we'll jump together...
               Take my hand.

     Dmitri turns forward and sees the train is approaching a 
     HIGH RAILROAD BRIDGE over a rocky ravine. It's now or never.

                           DMITRI (CONT'D)
               Come on!

                           ANYA
               No!

     With his outstretched hand, Dmitri shoves her off the bar.

60   EXT. COUNTRYSIDE - DAY                                        60   

     Vladimir has landed in a large pile of snow. He stands, 
     rubbing his bottom.

                           VLADIMIR
               I think I have hurt my...

     Meetoo comes out of the pile of leaves, rubbing his bottom 
     and answers Vladimir's with his "retu".

     A short distance away, Anya seems to be sitting on top of a 
     puddle - but she isn't wet. Suddenly, Dmitri gets up from 
     underneath her, covered in snow. Anya isn't wet because she 
     landed on Dmitri! She jumps up.

                           DMITRI
               You must enjoy causing me pain!

                           ANYA
               You shouldn't have pushed us!

     Vladimir and Meetoo come over.

                           VLADIMIR
               Is everyone all right?

                           ANYA
               I'm fine.

                           DMITRI
               She's fine!
                    (limping away)
               I may never walk right again, but 
               she's fine...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 53
     6-19-01                                                     


61   INT. RASPUTIN'S WAGON                                         61   

     Rasputin paces, still angry at the Minions. Bartok, nervous, 
     fakes a yawn and stretches.

                           BARTOK
               Well, I better got goin'. Got a busy 
               day letting all the blood rush to my 
               head...

     Rasputin pulls him back in, then speaks to his reliquary.

                           RASPUTIN
               She's too far away, isn't she?

     The reliquary glows. Rasputin places It back in it's cabinet.

                           RASPUTIN (CONT'D)
               Yesss... our power is much stronger 
               when we're near. We must get close 
               to her.

                           BARTOK
               Oy... not a road trip. I get wagon 
               sick, you know that.

     Rasputin smacks him against the wall as he stomps out of the 
     wagon. Bartok slides down the wall.

                           BARTOK (CONT'D)
               You're absolutely right. Travel 
               broadens your horizons...

     And he hits the floor.

62   EXT. GYPSY CAMP - MIGHT                                       62   

     Rasputin, on his obsessed mission, leaps on top of the wagon 
     as Bartok, still dizzy, tries to catch up.

                           RASPUTIN
               We'll catch her and finish her!
                    (he grabs the reins)
               We ride this night!

     Rasputin then looks down and sees that there are no horses 
     harnessed he then begins a slow growl.

                           BARTOK
               Well, we wait this night!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 54
     6-19-01                                                     


63   EXT.COUNTRY - BREAK OF DAWN                                   63   

     Anya is walking ahead with Vladiair as Dmitri follows he's 
     still muddy, wet and unhappy.

                           VLADIMIR
               No have a lot of work to do, Anya! 
               Come along, Meetoo!

     Meetoo is trying to catch fire flies in his mouth.

                           VLADIMIR (CONT'D)
               We have to prepare you for an audience 
               with Sophie.

                           ANYA
               Who's Sophie?

                           VLADIMIR
                    (lost in warm memories)
               Ah ... the Lady Sophie... The 
               ravishing first cousin, once removed, 
               from the Empress. We must convince 
               Sophie that you are the Princess 
               before we'll be granted a meeting 
               with the Empress ... your grandmother, 
               I mean.

     Anya stops dead in her tracks, this is the first she's heard 
     of this.

                           ANYA
               What?!

     Dmitri, not paying attention, slams into the back of Anya. 
     Anya, not hurt, turns to Dmitri - who is rubbing his now 
     sore shoulder.

                           ANYA (CONT'D)
               You never said anything to me about 
               having to prove I'm a Princess!

                           DMITRI
               You are the Princess.

                           VLADIMIR
               We're just going to refresh your 
               memory...

                           ANYA
               I don't have a memory and I'm not a 
               Princess!
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 55
     6-19-01                                                     


                           ANYA (CONT'D)
                    (looks down at herself)
               Even if I were - no one's ever going 
               to believe it. I'm not exactly...

     Anya searches for the -word as she sits down next to a frozen 
     pond.

                           ANYA (CONT'D)
                    (sadly to herself)
               ... good enough...
                    (to others)
               I can't go through with this!

     Dmitri sits next to Anya and looks at her reflection in the 
     ice.

                           DMITRI
               What do you see?

     ANYA'S POV

     her smudged face and boy's clothes. Dmitri's hands come into 
     frame, wipe off her face with snow and them pull her hair 
     off her face. Anya does, truly, look pretty.

                           DMITRI (CONT'D)
               See? The Princess is under there ...

                           VLADIMIR
               Ah! Let us begin!

     A POSSIBLE VLADIMIR SONG Vladimir would begin to sing here, 
     telling Anya that she has a lot to learn. The music would 
     probably have a LIGHT, SOMEWHAT COMEDIC tone, and would be 
     just a SHORT SECTION OF SINGING, which would then SEGUE TO 
     UNDERSCORE for the scenes of instruction which follow.

     We see the three of them from behind, walking down a road - 
     Meetoo trots behind them, happily.

                           VLADIMIR (CONT'D)
               You were born on the Adriatic sea at 
               the summer palace, where the parties 
               and the buffets were marvelous ....

64   EXT. SLEIGH - DAY                                             64   

     Vladimir is putting icicles in Anya's hair to keep it up in 
     a bun - she looks sweet, despite her boy's clothes.

     She is reciting something to Dmitri.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 56
     6-19-01                                                     


                           ANYA
               ...and on my father's side, there 
               was [THIS SECTION IS NOT LEDGABLE]

     Anya thinks as Dmitri looks at a long sheet of paper, 
     prompting her.

                           DMITRI
               Every Russian family has one..

                           ANYA
                    (gets it)

65   NATASHA! NATASHA FEASTAVICH!-                                 65   

     but we called her Nashie Fooshie!

                           VLADIMIR
               Did I tell you that?

                           ANYA
               You must have.

66   EXT. PIG CART - DAY                                           66   

     Anya, Dmitri and Vladimir are sitting in the back of a pig 
     cart traveling down a country road. The pigs are very 
     interested as Anya is pointing to different pieces of hay 
     which "set" her imaginary table.

                           ANYA
                    (repeating)
               ...fish fork, salad fork, meat fork 
               and...
                    (can't remember, then 
                    exasperated)
                    ([THIS SECTION ALSO 
                    NOT LEDGABLE])

                           DMITRI
                    (hinting)
               It's the best fork of all

                           ANYA
               The dessert fork!

                           VLADIMIR
                    (lost in a memory of 
                    rich desserts)
               Ah, yes ... I have always loved that 
               fork...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 57
     6-19-01                                                     


     Dmitri and Anya exchange a look and then laugh, adding ad 
     libs of "we can tell" and "There's a fork you should have 
     skipped". This is the first time Dmitri and Anya have laughed 
     together - actually the first time he's ever seen her smile.

67   EXT. PORT - DAY                                               67   

     Dmitri, who is sneaking around, pulling women's clothes out 
     of a suitcase that clearly isn't theirs!  He takes out a 
     large, but pretty dress, a beautiful veil - and a huge 
     brassiere, which he quickly stuffs back in the suitcase - 
     somewhat frightened.  He takes the dress and veil puts it in 
     his backpack and joins Vladimir and Anya as they admire the 
     ship.

                           ANYA
               What a beautiful ship!

                           DMITRI
               It used to be a private yacht before 
               the government took it over.

                           VLADIMIR
               Oh, yes it was the seagoing vessel 
               of elaborate elegance in 
               entertaining...
                    (looks at Dmitri and 
                    Anya explaining)
               A party boat. It once belonged to 
               ...

     Vladimir honestly can't remember, Anya thinks it's another 
     quiz.

                           ANYA
               Konstantin Petrovich of Moscow!

     Dmitri and  Vladimir exchange a quizzical look. No one told 
     her that...

     Meetoo spots TWO UGLY PUG DOGS and a distinguished ELDERLY 
     DOWAGER. He runs happily to play with them.

     She pulls her DOGS away from Meetoo.

                           ELDERLY DOWAGER
               No, no, boys! You don't know where 
               he's been!

     They give him a disgusted look and walk away. Meetoo looks a 
     little hurt.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 58
     6-19-01                                                     


68   INT. HALLWAY OF THE SHIP - NIGHT                              68   

     Dmitri and Vladimir are standing by a closed door.

     Anya is on the other side.

                           ANYA (0. C.)
               No! I look ridiculous!

                           VLADIMIR
               Come out! I can do alterations.

                           ANYA (O.S.)
               You'll laugh.

                           VLADIMIR
               I shant!

                           ANYA (O.S.)
               Not you. Him.

                           DMITRI
               I won't laugh - I swear...

     The door opens and Anya comes out in the blue dress Dmitri 
     stole which at least ten sizes too big for her.

     She is still wearing her hair up and despite the size which 
     actually gives her a "Kate Moss" waifish look with her men's 
     boots and baggy dress - the blue brings out her eyes. Dmitri 
     sees her and BUSTS OUT LAUGHING.

                           ANYA
               You said you wouldn't laugh!

                           DMITRI
               It's not you - it's the dress!

     Anya storms back into the cabin and slam the door behind 
     her.

69   INT.CABIN - SIMULTANEOUS ACTION                               69   

     When Anya storms into the cabin, she catches a glimpse of 
     herself in the mirror.

                           ANYA
                    (to herself)
               I'm never going to be..

     Just then, the slamming door catches the back of her dress, 
     pulling more than half of it into the door frame. She sees

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 59
     6-19-01                                                     


     in the mirror that the now fitted dress shows a lovely woman's 
     figure. Pleased, she looks at herself.

                           ANYA (CONT'D)
               Well! Maybe I am...

70   EXT.CABIN DOOR - NIGHT                                        70   

     Vladimir and Dmitri wait outside the door. The door opens 
     and Anya appears, having tied the veil around the waist of 
     the dress, making it look fitted and beautiful.  Dmitri and 
     Vladimir are surprised as Anya walks past them with confidence 
     and throws them a look over her shoulder.

     "REPRISE OF VLADIMIR'S SONG (OVER MONTAGE)

     The tone of the song would now change - - the older, wiser 
     person watching as two younger people are unwittingly falling 
     in love. The tone can still be light, as are the visuals 
     here, but there would be an undercurrent of irony and romance.  
     The song would end as Anya and Dmitri have their first, 
     momentary embrace.

     MONTAGE: (MOS)

     ON DECK: Anya, still in her boots, walks gracefully down the 
     deck in spite of the ship's rocking motion.

     Dmitri and Vlad can't even stand due to the motion.

     Anya looks back and flashes them a smile.

     IN THEIR CABIN: Dmitri gets out of the bed he's been sharing 
     with Vlad and walks over, past where Anya is sleeping 
     peacefully, to close the port hole against a cold wind. He 
     closes it and see's Anya - she looks beautiful - he bends 
     down to pull up her covers and she SLUGS him.

     UNDER A TABLE: Meetoo is walking around sniffing feet. 
     Suddenly, he runs smack into the TWO UGLY PUG DOGS who growl 
     at him. He runs away and finally see's a woman's foot and a 
     pair of pretty feminine shoes, with heels, that she has kicked 
     off. Meetoo grabs them in his mouth and runs.

     ON DECK: The sea is calm, but Anya - wearing the heeled shoes 
     for the first time - is teetering and wobbling like mad. 
     Dmitri and Vlad watch her with amusement.

     Anya turns to them.

     ON DECK: Dmitri has stuffed his feet into the woman's shoes 
     and is barely able to walk as Anya watches him with great 
     vindication.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 60
     6-19-01                                                     


     BALLROOM: Anya walks -into the ballroom, steady and graceful 
     in her new shoes, on Vladimir's arm and completes a perfect 
     curtsy in front of Dmitri.  Dmitri applauds and moves down 
     to her as she stands and smacks him with her head accidently.

     THEIR CABIN: Vladimir is directing Anya as she waltzes 
     gracefully in their swaying cabin. Dmitri enters and is 
     directed to join Anya. He does and they dance together, with 
     Anya clearly leading. The boat sways to the left and Anya is 
     thrown closer into Dmitri's arms. Neither of them even try 
     to readjust.

     END MONTAGE STILL IN THE SCENE

     Vladimir walks over to Anya and nervously chatters (he knows 
     he interrupted something) as he leads her away from Dmitri.

                           VLADIMIR
               You are a natural!  I don't know how 
               you ever learned to dance that well! 
               That must have been some high class 
               orphanage ...

71   EXT. SEA - NIGHT                                              71   

     As a storm begins to whip up, the wind starts to howl and 
     the waves become more violent.

     REVERSE ANGLE

     just as a BOLT OF LIGHTNING STRIKES the water, we see 
     Rasputin's face.

72   INT. CABIN - NIGHT                                            72   

     The storm is pitching the boat wildly. Vladimir is sleeping, 
     snoring loudly. Meetoo, sound asleep, is sliding from side 
     of the cabin to the other. Anya is looking out the small 
     port hole at the violent sea when Dmitri, carrying his back 
     pack, sits on the bed next to her.

                           DMITRI
               I wanted to show you something.

     Dmitri takes out the music box and hands it to Anya.

     She is immediately taken by it, something about it ...

                           ANYA
               It's so beautiful ... and sad.

                           DMITRI
               Sad?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 61
     6-19-01                                                     


                           ANYA
               Lost. it feels lost. This was hers?

                           DMITRI
               Yeah ... well, yours.  You still 
               don't believe that you're the 
               Princess, do you?

                           ANYA
               I know I must have had something to 
               do with the palace - I've had little 
               flashes of things - but being the 
               Princess? It doesn't matter as long 
               as I find my home.

                           DMITRI
               Well, the only thing you've got when 
               you've got a home is a fear of losing 
               it! You're lucky you don't remember 
               the revolution -- I never had much, 
               but what I did have -- I lost.

                           ANYA
               I'm sorry.

                           DMITRI
                    (false bravado)
               Hey! It doesn't matter! You gotta 
               make your own way in the world!  
               Don't be sorry for me! I'm going to 
               get what I want don't you worry!

     Dmitri goes back over to his bed. Anya sees through him and 
     knows how much it all did matter to him.

73   EXT. SEA CLIFF - NIGHT                                        73   

     The wagon sits on the edge of a high cliff. Rasputin stands 
     on the top of his wagon, staring at the sea demonically. The 
     jagged bolts of lightening and the icy silver rain make him 
     look all the more menacing.

                           RASPUTIN
                    (low, slow)
               She's out there ...

     The wind parts his beard and we see Bartok hanging upside 
     down in it, trying to stay out of the storm.

                           BARTOK
               I'm getting a chest cold..

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 62
     6-19-01                                                     


                           RASPUTIN
               Bartok... a question.

                           BARTOK
               I'm getting pneumonia. I have a fever. 
               Feel my forehead...

                           RASPUTIN
               What do you think is the most 
               humiliating way to die?

     Rasputin's eyes light up as if he just thought of the answer 
     to his own question. Bartok is thrown out of his beard when 
     he makes a sudden turn and leaps off the wagon. Bartok 
     follows.

                           BARTOK
               My cousin Mischa, nice fellow had 
               some dental problems - you didn't 
               want to watch him eat, let's put it 
               that way...

     RASPUTIN STEPS IN

74   INT. WAGON - NIGHT                                            74   

     As Bartok continues, Rasputin moves to the reliquary's 
     cabinet.

                           BARTOK
               ... anyway, a bunch of other bats 
               were hanging in the belfry - I know, 
               cliche, but there you have it, and 
               Mischa, not the brightest bat in the 
               world, decides to hang in the bell. 
               Which was fine for awhile until it 
               started ringing ...
                    (shivers)
               Ewwww, what a mess ...

                           RASPUTTN
                    (to reliquary)
               Show her to me ...

                           BARTOK
               And it didn't help the tonal quality 
               of the bell, either.

     IMAGES, horrifying and frightening, begin to spin into a 
     small tornado.  Rasputin throws open the door and the TORNADO 
     bursts out streaking across the water.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 63
     6-19-01                                                     


75   EXT. SEA CLIFF - NIGHT                                        75   

     Rasputin follows tornado to the cliff and watches as it 
     disappears into the horizon of the water.

     Lightning and thunder crash as he laughs maniacally.

76   INT. CABIN - NIGHT                                            76   

     which is swaying with the storm. PAN past Vladimir, snoring, 
     his now limp mustache flopping wildly and past Dmitri, 
     sleeping restlessly. Move to Anya, who seems quite content.

     From under the door SMOKY IMAGES silently slither.

     They float across the cabin and swirl around Anya.

     CLOSE ON:

     Anya's CLOSED EYES as the SMOKY IMAGES seem to enter her 
     head. She smiles in her sleep and we are in ANYA'S DREAM...

77   EXT.FOREST - DAY                                              77   

     Anya, in a beautiful white dress, is walking peacefully 
     through a sunny part of a lovely forest on a spring day.

     She reaches down to pick some pretty flowers, then looks up 
     as it seems to get dark... OMINOUS LOOKING CLOUDS cover the 
     sun. Anya reaches down for another flower when she

     HEARS A GROWL.

     Anya spins to see an ENORMOUS BEAR emerge from the trees.

     (All the animals in the dream sequence have a SLIGHT 
     resemblance to Rasputin.) Anya is frozen with fear as MORE 
     BEARS emerge and head straight for her. She tries to back 
     away as the beautiful FLOWERS GROW LONG AND HORRIBLE THORNS 
     and wrap around her ankles, impeding her escape.

     It gets darker as the BEAR'S EYES, glowing yellow, multiply 
     and move closer. Anya pulls free of the flowers and rushes 
     to the safety of a large tree  She climbs the tree and 
     escapesthe bears. Looking down, from her perch on a sturdy 
     branch, the ground seems miles away.

     Suddenly, the BRANCH JOLTS her and almost falling, she hold 
     on to it tightly. But the branch TURNS IN TOWARD HER - no 
     longer a tree branch, but A HUGE UGLY SNAKE with red eyes 
     and huge fangs that come right for her!

     Anya leaps to another branch, which also turns into a snake.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 64
     6-19-01                                                     


     She jolts backward and begins to fall ... toward a HUNDRED 
     YELLOW EYES, FIFTY BLOOD RED MOUTHS AND THOUSANDS OF SHARP 
     TEETH. As Anya falls, she lets out a SILENT SCREAM.

     BURST OF SUNLIGHT

     as Anya lands in a field of soft GOLDEN WHEAT. Unharmed and 
     very relieved, she stands and looks around at the beautiful 
     sunny wheat field.

78   INT. CABIN                                                    78   

     Reality. Anya's eyes are closed as she smiles in her sleep 
     and sits up in bed. TINY WISPS of smoke still swirl around 
     her head. As she gets out of bed, she unintentionally steps 
     on Meetoo's tail, waking him.

     Meetoo watches as the sleeping Anya opens the cabin door and 
     walks out.

     Meetoo rises to follow Anya but the ship pitches, sending 
     him sliding across the cabin floor.

79   EXT. DECK - NIGHT                                             79   

     Anya walks out on the deck, the ship pitching violently in 
     the storm, as she smiles.

     IN HER DREAM

     Anya is walking through the wheat field to the edge of a 
     BLUFF.  A few yards below the bluff, Anya sees a beautiful 
     little pond where a FAMILY frolic's in the clear water; 
     laughing, splashing, swiming happily.  Anya climbs over a 
     low flowering wall to look closer.

     PULL BACK

     REALITY: Anya has climbed over the railing of the deck and 
     is looking into the black ocean... smiling.

                                                     DISSOLVE TO:

     A SMOKY IMAGE OF THE SAME SCENE

     It's RASPUTIN'S POV as he watches his plan unfold in the 
     reliquary.

80   INT. CABIN                                                    80   

     Meetoo finally rights himself from his slide across the floor 
     and begins to bark into Dmitri's ear.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 65
     6-19-01                                                     


81   EXT. DECK                                                     81   

     Anya is waving happily at the dangerous water.

     IN HER DREAM

     Anya is waving to the FAMILY. They turn around toward her 
     and she sees that it's the ROMONOV FAMILY, from the frieze 
     that she saw in the palace. She is delighted to see them as 
     she feels a distance recollection of who they are to her.

82   INT. CABIN                                                    82   

     Meetoo jumps up and NIPS at Dmitri's hand. Dmitri leaps up 
     with an "owwww!" and looks over at the excited Meetoo.

                           DMITRI
               If you have to go - wake her..

     Dmitri looks over to Anya's bed - she isn't there!  He sits 
     up and throws his legs over the side

83   EXT. DECK                                                     83   

     Anya is standing right on the edge of death...

     IN HER DREAM

     She isn't there. He gets out of his bed.

     the FAMILY is waving to her. NICHOLAS waves for her to jump 
     into the clear pond and join them. Anya nods and moves to 
     jump in...

84   EXT. DECK                                                     84   

     Anya gets ready to jump into the violent and icy black waves. 
     She takes one step out when... DMITRI GRABS HER SHOULDERS.

     Anya JOLTS awake from her dream. Confused at first, then 
     terrified to see what almost happened to her.  isn't lifts 
     her to the other side of the railing and looks at her.

                           DMITRI
               What were you doing?!

     Anya puts her hands to her mouth in shock, shaking and almost 
     crying with fear, she throws her arms around Dmitri and holds 
     him tightly.

     Dmitri is surprised at first, but tightens his arms around 
     her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 66
     6-19-01                                                     


                           DMITRI (CONT'D)
               It's okay now - I've got you.  You're 
               safe...

     They stand steady on the deck in a tight embrace, their 
     feelings for each other are stronger than the storm.

                                                     DISSOLVE TO:

     THE SAME, as seen through the reliquary Rasputin watches ... 
     seething quietly, as Bartok peeks meekly over his shoulder.

                           BARTOK
               Boy, don't you hate it when that 
               happens?

                           RASPUTIN
                    (controlling)
               She leads a charmed life, that little 
               one ... Someone is always there to 
               save her. In the palace as a child, 
               on the train and now ... it's him.

     Rasputin studies Dmitri in the reliquary - Dmitri and Anya 
     still in a warm embrace.

                           BARTOK
               Nice looking fellow. I mean, don't 
               get me wrong - I'm not attracted to 
               him in the physical sense, I just 
               ...

     But Rasputin's not interested, he stares into the reliquary 
     and speaks directly to it.

                           RASPUTIN
               You are toying with me, aren't you? 
               You let me get so close...

     The reliquary, as if in answer, seem to be chuckling.

     Rasputin smiles and joins in with it.

                           RASPUTIN (CONT'D)
               Bartok ... have you ever been to 
               Paris?

                           BARTOK
               Me? No. Rich food - it kills me.  
               Ever try and fly after one of those 
               heavy sauces?

     Rasputin returns the reliquary to its cabinet.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 67
     6-19-01                                                     


                           RASPUTIN
               We are going to Paris - and while 
               we're there, let's kill the young 
               man. He annoys me.

85   EXT. BOAT DOCK (LA HAVRE) - DAY                               85   

     As Anya walks down the plank her dress gets caught on a nail. 
     Dmitri is walking toward her as she yanks her dress free and 
     accidentally punches him in the stomach.

     Dmitri takes it like a man.

                           ANYA
               Oh! I'm sorry...

                           DMITRI
               It's okay. Didn't hurt..

     Vlad has been watching as he walks down the plank with Meetoo - 
     they exchange an "oh boy" look, both noticing that clearly 
     something is different between Anya and Dmitri. Anya catches 
     something out of the corner of eye and turns quickly.

     CLOSE ON a sign: "Paris 30 kilometers"

     Anya walks away from Dmitri and over to the sign and looks 
     at it longingly.

                           ANYA
                    (to herself)
               I'm almost there... I'm finally going 
               to know...

     AT THE OTHER END OF THE DOCK

     Vladimir stares into his purse, depressed.

                           DMITRI
               How is our current financial status?

                           VLADIMIR
               If I used the word "bleak" I would 
               be optimistic.

     As he says this the ELDERLY DOWAGER from the ship passes by 
     with her TWO OBNOXIOUS PUG DOGS. Meetoo growls as Vlad and 
     Dmitri get an idea.

                           VLADIMIR (CONT'D)
               The "Odessa Dunk"?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 68
     6-19-01                                                     


                           DMITRI
               It worked in Odessa...

     Vladimir picks up Meetoo and whispers instructions.

     Meetoo likes the plan.

     NEW ANGLE

     as Meetoo races past the PUGS.  They ignore him, so he stops 
     and makes a face, giving them a sloppy "razzberry", which 
     piques them a little. Meetoo then bends over and waves his 
     furry little butt at them. Now the PUGS are offended and 
     TAKE OFF after him, yapping all the way.

     Meetoo turns and scrambles with the Pugs in hot pursuit.

     As they get closer, Meetoo SUDDENLY STOPS and the Pugs go 
     FLYING OFF they edge of the dock and into the water below. 
     Meetoo looks over the edge and gives them a 'Boy, are you 
     guys morons' look as the ELDERLY DOWAGER runs up screaming.

                           ELDERLY DOWAGER
               Help! My little dogs! Chevalier! 
               Maurice!  Hold on, darlings!

     Dmitri comes running up, a little too gallant.

                           DMITRI
               I'll save them, Madame

     Dmitri dives into the water as Vlad rushes up behind the 
     Elderly Dowager. Anya watches from a distance as Dmitri climbs 
     out of the water carrying the soaked (and pissed) Pugs.

                           VLADIMIR
               Such bravery! Why, that man should 
               be rewarded! Amply rewarded!

     MINUTES LATER

     Dmitri hands Vlad a pile of FRANCS as Anya approaches.

                           ANYA
               That was really very kind of you.

     She gives him a kiss on the cheek and walks away with Meetoo, 
     who turns back and gives Dmitri a look.  A little guilty, 
     Dmitri turns to Vlad.

                           VLADIMIR
               I won't say a word...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 69
     6-19-01                                                     


86   EXT. GRAND OPEN CAR - DAY                                     86   

     Traveling in style! Vladimir is driving - badly - with Meetoo 
     in the front seat. Meetoo covers his eyes.  Dmitri and Anya 
     are in the open back seat, enjoying the beautiful French 
     countryside.

     Dmitri looks over at Anya.

                           DMITRI
               Nervous?

                           ANYA
               Yes - If I can't convince Sophie, 
               I'll never be able to see Tatiana....

                           DMITRI
               You'll convince her. You have the 
               qualities of a princess you're poised 
               and strong... and beautiful ... even 
               if you forget a couple dates of family 
               names - she'll know.

     Anya smiles at Dmitri, knowing that all the confidence she 
     has is because of him. She takes his hand but looks away.

87   EXT. TATIANA'S PARIS HOUSE - DAY                              87   

     They pull up in front of the beautiful white house.

     Anya is nervous as Vladimir walks up to the front door ahead 
     of Dmitri and Anya. Vladimir knocks. Sophie answers the door.

     She moves with grace and regal poise.

                           VLADIMIR
               May I present her Royal Highness 
               Princess Anastasia!

                           SOPHIE
               Oh good! We haven't seen an Anastasia 
               in several days!

     Anya looks to Dmitri, a little confused by that last comment. 
     Dmitri makes a little "she's slightly crazy" signal.

     They all leap to avoid her butt as she bustles into the house.

88   INT. DRAWING ROOM - DAY                                       88   

     Sophie, flanked by her sisters, sits at a table. Anya, looking 
     nervous but poised, sits across while Dmitri and Vladimir 
     hover nervously at the far end of the room.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 70
     6-19-01                                                     


     Sophie's PET CAT, TILLIE, attempts to cuddle up next to 
     Meetoo, who wants nothing to do with her.

                           SOPHIE
               I'd just like to ask you a few 
               questions, dear...

     Sophie opens a huge book that SLAMS open. Vlad and Dmitri 
     jump.

                           ANYA
               Of course.

                           SOPHIE
               Where were you born?

     SCENE CONTINUES MOS

     TIME LAPSE MONTAGE Dmitri watches Anya answer questions 
     gracefully and without hesitating. Anya smiles as her answers 
     begin to surprise Sophie.

                           DMITRI (V.O.)
               The real Anastasia couldn't have 
               grown up to be lovelier.

     Sophie and the sisters look tired. Sophie has her last 
     question.

                           SOPHIE
                    (almost giggling)
               This is the hard one ... what rare 
               treat was served on the night of the 
               Three Hundredth Anniversary of the 
               Romanov Dynasty? The last ball they 
               ever had?

     Dmitri and Vladimir exchange a nervous look. It's obvious 
     they never briefed Anya on this one.

     Anya thinks a moment, then looks up, smiling, as she remembers 
     ...

                           ANYA
               Father had fresh tropical fruits 
               sent in. Oranges and pineapples from 
               the far east. I remember ...  I 
               remember I threw an orange to a young 
               boy who was hiding under a table...

     Dmitri is shocked. He know this is Anastasia Romonov and he 
     can't believe it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 71
     6-19-01                                                     


                           SOPHIE
                    (shocked)
               Yes ... yes, it was fresh fruit.  
               Well, maybe not "fresh" Estelle got 
               one rather brown banana but ...

     CLOSE ON

     Dmitri, as he stares at Anya as Sophie prattles on.

     MINUTES LATER

     Anya sits near the window, stroking Tillie ...  much to the 
     consternation of a jealous Meetoo. She looks out the window 
     and sees Dmitri, deep in thought, wandering in the garden.

     OUT OF HER EARSHOT at the other end of the room, Vladimir 
     speaks to Sophie.

                           VLADIMIR
               Are you impressed with our Anastasia?

                           SOPHIE
               Oh, heavens - I must say, yes.

                           VLADIMIR
               Then, you'll take her to see Tatiana?

                           SOPHIE
               Oh, heavens I must say... no, no 
               actually, I can't - Tatiana has 
               refused to see any more girls.

                           VLADIMIR
               Perhaps you could convince her?

                           SOPHIE
               Oh, heavens, no... but ...
                    (Vlad-leans closer as 
                    Sophie shares a 
                    naughty secret)
               She is going to be at the Ballet 
               Russe tonight!  That's the Russian 
               Ballet - Russe for Russian, oh those 
               crazy French... they only go to see 
               which dancers will defect.

     She rises heading towards Anya. Her butt knocks over a vase, 
     which Vladimir deftly catches.

                           SOPHIE (CONT'D)
               Come my dear, we've much to talk 
               about.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 72
     6-19-01                                                     


89   EXT. GARDEN                                                   89   

     Vladimir has finished giving Dmitri the details.

     Both are ecstatic.

                           VLADIMIR
               We did it! We did it, my boy! We're 
               going to see Tatiana at the ballet 
               tonight and we're going to be rich!
               Rich!

                           DMITRI
               But it's not the money, Vlad.

                           VLADIMIR
                    (shocked)
               Are you feeling all right?

                           ANYA
                    (deeply grateful)
               But you never doubted who I was, did 
               you, Dmitri? Not for a second ...

     Anya gratefully kisses Dmitri an the cheek and runs into the 
     house. Vladimir, who's been watching, has a warning.

                           VLADIMIR
               Life is funny, isn't it.  You find 
               the right girl ... and then you lose 
               her.

                           DMITRI
               What do you mean?

                           VLADIMIR
               Dmitri ... You must understand that 
               once you take her to Tatiana... well, 
               it's over... nothing can happen 
               between you. She's a princess and 
               you're a commoner.

     Dmitri understands this and is devastated. Vladimir pats him 
     on the back as he walks into the house.

     MUSIC BEGINS: BRIGHT, EXCITING, PARIS IN THE TWENTIES

     Anya and Dmitri, followed by Vlad and Sophie are walking 
     down the Champs Elysees. Meetoo trots along after them, 
     happily. They walk by AN ACCORDION PLAYER and a LADY FLOWER 
     SELLER, who watch them and whisper to each other.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 73
     6-19-01                                                     


                           ACCORDION PLAYER
               Lovers!

                           FLOWER SELLER
               Ooh la la!

     "PARIS HOLDS THE KEY TO YOUR HEART" (PRODUCTION NUMBER)

     In UPTEMPO "PARIS IN THE TWENTIES style MUSIC, the people of 
     Paris ALL SING, welcoming Anya and Dmitri, Sophie and Vlad, 
     to Paris!

     The foursome explores the city and Anya has the happiest day 
     of her young life.  On the streets they encounter the motley 
     denizens of Paris, as well as people with very familiar faces -- 
     for anyone in the audience in the know, they'll see Josephine 
     Baker, Maurice Chevalier, Rodin, Gertrude Stein, Freud, 
     Lindbergh - people who were in Paris in the twenties..

     For those in the audience who don't recognize them, they'll 
     simply be unidentified fascinating "types" who SING.

     As the joyous number progresses, we realize that Dmitri is 
     feeling something else -- the impending loss of Anya to a 
     world where she clearly is at home. He SINGS for a short 
     moment, knowing that he's about to lose her. Anya visits a 
     couturier and comes out with a big dress box for her evening 
     at the ballet. A BIG FINALE as they go off for the evening. 
     Even Meetoo has found some female poodle companionship. But 
     for one last beat, Dmitri's wistfulness cuts against joy.

     END MUSICAL NUMBER

90   EXT. PARIS SKYLINE - DUSK                                     90   

     A glorious sunset over the city of lights ...

     PAN DOWN

     to the "other side of the tracks, a run down area next to 
     the Seine River. Rasputin's wagon is parked on the edge.

91   INT.RASPUTIN'S WAGON                                          91   

     Bartok freshens himself up in front of the mirror as he

                           BARTOK
                    (singing, a cappella)
               PARSE HOLDS THE KEY TO MY HEART FRENCH- 
               BAT- CHICKS HANG OUT AT

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 74
     6-19-01                                                     


                           MONTMARTRE
               WE'LL EAT SOME IN-SECTS THEN GO BACK 
               AND HAVE --

                           RASPUTIN (O.S.)
                    (cutting him off)
               Shut up!

     NEW ANGLE

     showing Rasputin trying to concentrate on the reliquary.

                           BARTOK
               Sorry, it's just... you know I saw 
               these french postcards once and... 
               ooh la la ...  well, I'm not sure 
               about the "ooh", but it's the "la 
               la" I'm really lookin' forward to...
                    (Rasputin growls)
               Right, I'm shutting up.

     Rasputin leans closer to the reliquary, which now contains 
     the BRIGHTEST COLORS we've seen. The reliquary sits in it's 
     cabinet.

                           RASPUTIN
               We're close to her, aren't we?

     The reliquary BRIGHTENS even more, looking as if it could 
     burst.

                           RASPUTIN (CONT'D)
               Excited, eh? You look about to burst 
               ...
                    (teasing)
               You'd like to burst, wouldn't you?

     The lightsin the reliquary shake, as if to say "yes".

                           RASPUTIN (CONT'D)
               No, no, no. We made a bargain.
                    (petting it)
               Someday you'll have me for all 
               eternity.  Till then...
                    (leaning closer)
               I'm in charge.

     Rasputin slams the cabinet shut, then turns to see Bartok in 
     front of a mirror.  He wears a smart BLACK BERET which is 
     much too large on him.

                           BARTOK
               What do you think? Is it me?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 75
     6-19-01                                                     


92   EXT. SMALL HOTEL - NIGHT                                      92   

     Sweet, small french hotel on a winding cobble stone street 
     of the Left Bank.

93   INT. SMALL HOTEL - NIGHT                                      93   

     Dmitri and Vladimir are both dressed in formal attire and 
     look extremely dapper. Vlad is delighted with himself, 
     modeling his finery, but Dmitri looks very sad.

                           VLADIMIR
               Compliments of Sophie. Her escort 
               has to look his best.

     They turn as the door opens and Anya stands nervously, but 
     then strikes a regal pose.  She looks magnificent ...  
     radiant, which is not lost on Dmitri.

                           ANYA
               How do I look?

     Before Vladimir can gush, Dmitri, forced to repress his true 
     feelings, is a bit curt and rises.

                           DMITRI
               Fine.  We better go.

     Anya looks surprised by his tone, but follows.

94   EXT.PARIS OPERA HOUSE - NIGHT                                 94   

     As the BEAUTIFUL PEOPLE OF PARIS pull up in carriages and 
     automobiles.

95   INT.PARIS OPERA HOUSE                                         95   

     As Dmitri, Vladimir and Anya take their seats, all around 
     them people are whispering "Who's that?", "What a beautiful 
     woman", etc. The Ballet begins.

     ANYA'S POV

     Dancers in bright costumes leap across the stage.

     Dmitri turns to Anya and gestures to the box seats to the 
     left. He hands her the opera glasses.

                           DMITRI
               Look. There is your grandmother...

     Anya gives Dmitri a very nervous look and takes the glasses, 
     aiming them toward Tatiana.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 76
     6-19-01                                                     


     ANYA'S POV

     The majestic Tatiana, flanked by Sophie and her sisters and 
     backed by several large GUARDS in uniform.

                           ANYA
               She's so beautiful! I do remember 
               her ... I remember her ...

     The music continues as Anya looks at Tatiana.

     INTERMISSION

     The lights come up and people around them begin to stand up, 
     stretch, etc. Dmitri turns to Anya.

                           DMITRI
               Come on. It's time..

96   INT. MEZZANINE -- MINUTES LATER                               96   

     They approach Tatiana's private box.

                           DMITRI
               Wait here for just a moment. I'll go 
               in first and prepare her. It's bound 
               to be a shock...

                           ANYA
               I'm so scared...

                           DMITRI
               Don't be

                           ANYA
               And grateful. To you.
                    (reaching out to him)
               If it weren't for you --

                           DMITRI
                    (upset, pulling away)
               I know.

     Dmitri opens the door into Tatiana's private box. Anya waits 
     nervously outside.

97   INT.PRIVATE BOX                                               97   

     Dmitri walks up to the guards standing at the top of three 
     small steps into the box seats.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 77
     6-19-01                                                     


                           DMITRI
               I need to speak with the Dowager 
               Empress ...
                    ([PAGE MISSING])

                           TATIANA
               How much pain will you inflict on an 
               old woman for money?!

                           DMITRI
               Please, if you'd just listen...

                           TATIANA
                    (to guards)
               Remove him at once.

     The guards physically force Dmitri out, in spite of his urgent 
     pleas.

                           DMITRI
               Please! Empress! It's not what you 
               ....

     Dmitri is thrown out of the box and straight into Anya, who 
     stares at him with tears in her eyes. She then turns and 
     runs away.

                           DMITRI (CONT'D)
               Anya... please...

98   INT. LOBBY                                                    98   

     Anya pushes her way through the CROWD with Dmitri in pursuit.

99   EXT. OPERA HOUSE - NIGHT                                      99   

     Anya bursts out of the doors followed by Dmitri

                           DMITRI
               Anya, wait!

                           ANYA
                    (spinning on him)
               Tell me it isn't true?! Tell me you 
               didn't do this for the money!

                           DMITRI
               No! Well, yes, but

                           ANYA
               No! I thought you believed in me! It 
               was all a lie!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 78
     6-19-01                                                     


100   EXT.PARIS OPERA                                             100   

     Dmitri runs out and stands by grand looking automobiles lined 
     up in front. He scans the cars.

     DMITRI'S POV

     Tatiana is walking toward her car. A very proper CHAUFFEUR 
     holds the door for her.

     The CHAUFFEUR helps Tatiana in, then is about to climb into 
     the front seat when Dmitri rushes up to him.

                           DMITRI
               Sir! Your rear tire is flat!

                           CHAUFFEUR
               It is?

     As he gets out to look, Dmitri slides into the drivers seat 
     and roars away. The stunned Chauffeur in his dust.

101   INT. CAR                                                    101   

     Tatiana is jolted by the fast motion of her car.

                           TATIANA
               Ulo! Slow down!

     Dmitri turns from the front seat and looks at her.

                           DMITRI
               I'm not Ulo and I won't slow down.  
               But you will listen to me!

                           TATIANA
                    (recognizing Dmitri)
               You! How dare you?! Stop this car 
               immediately!

102   EXT.PARIS STREETS                                           102   

     Tatiana's car flying down small streets.

103   INT.TATIANA'S  CAR                                          103   

                           TATIANA
               Stop this car!

     The car slams to a stop in front of the SMALL HOTEL.

     Dmitri leans into the back seat, face-to-face with her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 79
     6-19-01                                                     


                           DMITRI
               Please don't be afraid! I'm sorry, 
               but there was no other way!

     Tatiana is frightened, but still very stubborn. She looks 
     away from him. Dmitri thrusts the music box into her hands.

                           DMITRI (CONT'D)
               Look at this!

     Tatiana looks down and is immediately taken aback.

                           TATIANA
               Anastasia's music box... She had 
               this all these years...
                    (fighting the 
                    possibility)
               You could have found it...

                           DMITRI
               What I found was your granddaughter!

     Tatiana turns away from him again.

                           DMITRI (CONT'D)
               You were right - it was a lie.  My 
               intention was to fool you
                    (sadly)
               I am a liar - but I found the truth.  
               Just see her! I swear if you see her 
               I'll disappear forever.

     Dmitri points up to the open window of the hotel.

                           DMITRI (CONT'D)
               Just look! Just look at her!

     Tatiana finally looks out the window.

     TATIANA'S POV

     Anya holding Meetoo in front of the window.

     BACK TO TATIANA

     reacting to how much she looks like Anastasia.

104   INT. SMALL HOTEL -- A MINUTE LATER                          104   

     Anya hears a KNOCK and assumes it is Dmitri.

                           ANYA
               Go away!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 80
     6-19-01                                                     


     The door opens slowly. Anya spins, then softens when she 
     sees Tatiana holding the MUSIC BOX.

                           TATIANA
               Who are you, child?

                           ANYA
                    (crying)
               I don't know! I don't want to hurt 
               you...

     Tatiana holds out the music box.

                           TATIANA
               Do you remember this?

                           ANYA
               I remember something lost ...  I'm 
               so confused! Oh, please, just tell 
               me if you recognize me!  Do you think 
               I could have...  belonged to you ...

     Tatiana notices Anya nervously playing with the key around 
     her neck. Tatiana reacts when she sees the key.

                           TATIANA
               Oh! Where did you get that?!

     Anya sees her looking at the key around her neck.

                           ANYA
               I've always had it... I came here 
               because of this! Tell me if you 
               recognize it! Please! It's all I 
               have...

     UNDERSCORE-"THE MUSIC BOX THEME"

     Tatiana holds out her hands as Anya takes off the key and 
     hands it to her.

                           TATIANA
                    (through tears)
               It was hers ... my Anastasia's ...
                    (then suddenly: angry, 
                    defensive)
               If this is part of your scheme!
               If you found it or stole - I don't 
               care, I'll give you whatever you 
               want just TELL ME THE TRUTH!

     Anya takes the music box and the key out of Tatiana's hand 
     gently - remembering how it works. Anya puts in the key and

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 81
     6-19-01                                                     


     begins to wind it. Tatiana is surprised that Anya knows how 
     it works - so is Anya!

                           TATIANA (CONT'D)
                    (singing, a cappella)
               PAR AWAY, LONG AGO GLOWING DEEP AS 
               AN EMBER

                           ANYA
                    (remembering)
               THINGS MY HEAR USED TO KNOW THINGS 
               IT YEARS TO REMEMBER

      We hear THE MUSIC BOX begin to play.

                           BOTH
               AND A SONG SOMEONE SINGS ONCE UPON A 
               DECEMBER...

     Their cracking voices trail off as they look at each other

105   AND KNOW THAT THEY ARE WHO THEY'VE BEEN SEARCHING FOR -     105   

     and the search is finally over.

     Tatiana and Anya throw their arms around each other, both 
     crying, both overjoyed.

                           TATIANA
               Anastasia! Anastasia! You've come 
               home at last!  You've come home ...

     OUTSIDE THE WINDOW

     Dmitri watches Anya and Tatiana's embrace. He smiles sadly, 
     then turns and walks down the dark street alone.

106   EXT. ANYA'S WINDOW                                          106   

     Bartok slides his way out to the window ledge. Overcome with 
     emotion, he is crying big bat tears.

                           BARTOK
               He is gonna yellllll.

107   EXT. RASPUTIN'S WAGON - NIGHT                               107   

     Hideous fat river rats, ferocious looking and scarred, stop 
     and tremble nervously when

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 82
     6-19-01                                                     


                           RASPUTIN (O.S.)
                    (booming louder than 
                    ever before)
               SHE'LL FIND HER DEMISE IN THAT HAPPY 
               HOME!

     Bartok catapults across the frame, having been thrown out of 
     the window so hard that when he hits the stone wall of the 
     river bank, the stones crack.

                           BARTOK
               I should have been a dentist ...

108   INT. ANYA'S BEDROOM IN TATIANA'S HOUSE - NIGHT              108   

     Anya snuggles down into the thick covers as Tatiana strokes 
     her hair gently.

                           ANYA
               ... and that Christmas dinner, when 
               Cook made that awful plum pudding 
               and we hid it in our pockets so we 
               wouldn't hurt her feelings! I do 
               remember so much now, Grandmama, - 
               but not everything.

                           TATIANA
               Don't worry about that now, child, 
               it will all come back to you now 
               that you're home...

     Anya closes her eyes as Tatiana continues to stroke her hair.

                           TATIANA (CONT'D)
                    (quietly)
               My poor child you're safe, now...  
               you're home ...

     Anya is asleep as Tatiana kisses her forehead, turns off the 
     light and walks to the door. She looks back on her sleeping 
     granddaughter with enormous joy and gratitude.

     She smiles to herself as she pulls the door closed behind 
     her, revealing RASPUTIN STANDING BEHIND THE DOOR.

     His eyes glow like embers in the dark. Bartok is perched on 
     his shoulder.

                           RASPUTIN
               Yesss ... finally "home".  And what 
               a charming ... girlish little home 
               it is.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 83
     6-19-01                                                     


                           RASPUTIN (CONT'D)
                    (gestures to CHERUBS)
               in the wallpaper)
               Look, Bartok, little angels, the 
               symbol of ... love. So sweet, so 
               harmless.

     Rasputin takes the reliquary from around his waist and places 
     it on the table.

                           RASPUTIN
               Let's go for a touch of irony, shall 
               we?

     He waves his hand and the smoke emerges, emanating toward 
     the walls.

     CLOSE ON

     some CHERUBS as the smoke hits them. They begin to change, 
     taking on a lean and evil look. Their tiny arrows grow, 
     becoming lethal, as their eyes turn from soft brown to blood 
     red. Slowly, they EMERGE from the wallpaper, their small 
     wings growing into horrible pterodactyl membranous paired 
     appendages.

     They SWOOP into flight and begin to circle the room, faster 
     and faster. Rasputin leans precariously over the sleeping 
     Anya, chuckling.

                           RASPUTIN
               And there will be no blood on my 
               hands ...

     Rasputin backs away as the cherubs aim their JAGGED ARROWS 
     at Anya.

     Suddenly, Meetoo leaps up from the bed, barking. Rasputin, 
     startled, jumps backward. Bartok falls off his shoulder and 
     on to the table, knocking into the reliquary - which is about 
     to fall.

                           RASPUTIN (CONT'D)
               Nooooooo!

     Rasputin catches it. The SPELL is immediately broken and 
     everything turns back to normal just as Anya wakes up. She 
     sees Rasputin and lets out a SCREAM.

     Rasputin advances on her, his hands outstretched as if to 
     strangle her when he hears footsteps and voices in the 
     hallway.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 84
     6-19-01                                                     


     Rasputin grabs the reliquary and LEAPS out the window, his 
     monk's robe billowing just as the door opens.

     Tatiana rushes in and sees Bartok flying out the window.

                           TATIANA
               Anastasia! It was just a bat!  It's 
               gone, dear...

                           ANYA
                    (shaken)
               No, it wasn't a bat! I saw this 
               horrible man - I remember him, I 
               think...

                           TATIANA
                    (comforting)
               No, no child... shush... it's all 
               right ...

     She embraces Anya, who is still terrified and knows that she 
     saw what she saw.

109   INT.TATIANA'S HOUSE - DAY                                   109   

     Anya sits, looking a bit vacant as two overly French jewelers, 
     PIERRE & ANDRE, fit Anya for her ROYAL CROWN.

     Tatiana sits across from Anya and can't help but notice that 
     Anya looks miserable as Sophie bustles about.

                           SOPHIE
               A grand ball for the Princess.  How 
               very exciting. So much to do, so 
               little time...

                           TATIANA
                    (slightly annoyed)
               Do it somewhere else, please. Quietly.

     The slight is lost on Sophie who bustles out talking to 
     herself.

                           SOPHIE
               Caterers ... invitations ... saber 
               dancers! We must have saber dancers!

     "RULERS OF RUSSIA" (COMIC REPRISE)

     Sophie SINGS as COMIC REPRISE of 'RULERS OF RUSSIA" Pierre 
     and Andre argue as they fit Anya for the crown.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 85
     6-19-01                                                     


                           PIERRE
               Her head it is ... how you say?

                           ANDRE
               Beeg. Zat is how you say it.  Beeg.

      

                           PIERRE
               And the crown she is ... how you 
               say?

                           ANDRE
               Small! Zat is "how you say" it!  
               Don't be so French, Pierre wit the 
               "how you say" all za time - zat is 
               really annoying.

     As they discuss this, Anya wanders away from them, the crown 
     still slightly askew on her head. Tatiana follows her.

                           TATIANA
               You are going to make a beautiful 
               princess.

     But Anya simply nods. Tatiana turns her towards a FULL LENGTH 
     MIRROR, then straightens the crown as they look at their 
     reflections.

                           TATIANA (CONT'D)
               Lovely...
                    (no reaction)
               What troubles you, child?

     But before Anya can answer, Vladimir leans into the room.

                           VLADIMIR
               Madame, your... eh... guest has 
               arrived.

                           TATIANA
                    (knowing)
               Thank you, Vladimir.

     Tatiana leaves and Vladimir looks at Anya. Anya, angry at 
     him, turns away.

                           VLADIMIR
               Anya... Anastasia... I'm sorry ...

     We didn't mean to hurt you ...

     Anya still won't look at him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 86
     6-19-01                                                     


110   INT. TATIANA'S STUDY                                        110   

     Tatiana walks into her study and is happy to see Dmitri is 
     standing there, looking nervous and very uncomfortable.

                           TATIANA
               I sent for you because I owe you a 
               debt of gratitude larger than I can 
               ever repay

                           DMITRI
               No. Empress, you --

                           TATIANA
               I want you to have the reward money - 
               you've earned it.

     He leaps from his chair, exploding with emotion.

                           DMITRI
               Empress, no! I will not take the 
               money! I just came to tell you I was 
               sorry...

                           TATIANA
               Young man, I...

     Dmitri flips his hair out of his eyes and Tatiana gets a 
     look of recognition across her face.

                           DMITRI
               ... and I'm going to keep my promise 
               to stay out of your lives, forever.

     Tatiana looks at him with great understanding and affection 
     as she realizes,

                           TATIANA
               You are the boy ...

                           DMITRI
                    (uncomfortable)
               I should go...

                           TATIANA
               That last night in the palace...  
               one boy showed us kindness and 
               courage.  You were the boy who saved 
               our lives, weren't you?
                    (Dmitri doesn't answer)
               Please, is there nothing I can do to 
               repay you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 87
     6-19-01                                                     


                           DMITRI
               Promise me she'll have her home.

                           TATIANA
               She does.

                           DMITRI
               And tell me that she's happy.

                           TATIANA
               Oh, Dmitri. I wish that I could.

     Dmitri comes down the steps, then stops when he sees Anya, 
     wearing her CROWN.

     She turns and sees him, stifling her first impulse, then 
     putting on a show of supreme confidence.

                           DMITRI
               I'm glad you found what you were 
               looking for.

                           ANYA
               I'm glad you did too.

     With nothing left to say, he heads for the door.

                           ANYA (CONT'D)
               Enjoy your fortune.

     Dmitri spins, but restrains. He opens the door and Anya goes 
     back into the Parlor. They both know that they will never 
     see each other again.

111   INT.LITTLE HOTEL - DAY                                      111   

     Dmitri busily tosses his few possessions into his backpack 
     as Vladimir - in formal attire - waves an embossed INVITATION 
     at him.

                           VLADIMIR
               But this invitation came from the 
               Empress herself!  It's the social 
               event of the decade! You can't turn 
               it down!

                           DMITRI
               Watch me.

     Vladimir starts to protest. Dmitri grabs the invitation and 
     tears it up, tossing the pieces into the air.

     Vladimir sighs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 88
     6-19-01                                                     


                           VLADIMIR
               So where will you go?

                           DMITRI
               She found her home.  Maybe it's time 
               I found one too!

     NEW POV

     from outside the window. WE DO NOT HEAR THEM, but we see 
     Vlad and Dmitri hug good-bye.

     PULL RACK

     to see it's RASPUTIN'S POV; as he stands on a LADDER OF SMOKE, 
     looking into Dmitri's window. Rasputin watches Vladimir leave 
     as Dmitri finishes packing.

112   INT. DMITRI'S ROOM                                          112   

     As the windows BURST OPEN and Rasputin swoops in. Dmitri 
     backs away, terrified as the ladder dissolves and smoke fills 
     the room.

                           RASPUTIN
               So. You don't want to go to the 
               coronation, eh?

                           DMITRI
                    (recognizing him)
               Rasputin!

                           RASPUTIN
               I know, I know ... you thought I was 
               dead. That's how the history books 
               will remember me - not as the ruler 
               of all of Russia, which I SHOULD 
               HAVE BEEN - but as the guy who was 
               never dead when you expected him to 
               be.

     Dmitri backs away as the smoke coils around him and Rasputin 
     advances.

                           DMITRI
               What do you want?!

                           RASPUTIN
               The same thing I wanted ten years 
               ago - all the Romonovs dead I got 
               the others, now I have to finish up 
               with that nuisance, Anastasia...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 89
     6-19-01                                                     


                           DMITRI
               You're insane! You didn't kill the 
               Romonovs - it was the...

                           RASPUTIN
               STOP IT! I DID SO KILL THEM!  And 
               I'm going to kill Anastasia.

     Dmitri lunges for him but the smoke coils around him like 
     rope, holding him back.

                           RASPUTIN (CONT'D)
               Look at me...
                    (Dmitri turns away)
               Look at me!

     The SMOKE forms into hands, forcing Dmitri's face toward 
     Rasputin's. Dmitri's eyes widen.  Rasputin locks on him with 
     his eyes, glowing like red hot coals, as he bears Dmitri in 
     hypnotically.

                           RASPUTIN (CONT'D)
               You are going to help me kill her... 
               You are going to help me kill her...  
               her...

     ON BARTOK

     who looks away, obviously not enjoying this.

     As WE HEAR Rasputin repeat "You are going to help me" a few 
     more times.

113   EXT. EIFFEL TOWER - NIGHT                                   113   

     Magnificently, the Eiffel Tower illuminates all of Paris 
     when FLOOD LIGHTS come on and we see a LARGE PARTY has been 
     set underneath it's black iron legs.

     WE HEAR TRUMPETS AS WE MOVE IN CLOSER

     to see that a stage has been set up on the north side, the 
     "Seine side". of the Tower, with a large throne-like chair 
     in the center.  Beautiful PARTY GUESTS,  many we had seen in 
     the opening Ballroom scene, mingle around excitedly. Behind 
     the stage, a beautiful curtain separates the party from

114   INT. BEHIND THE CURTAIN                                     114   

     the Princess Anastasia, in crown and full coronation gown.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 90
     6-19-01                                                     


     Anastasia fidgets nervously, looking for the key around her 
     neck, then remembering it isn't there anymore, as a MAJOR 
     RUSSIAN DOMO addresses her and Tatiana.

                           MAJOR DOMO
               ... then as I say "Her Serene Highness 
               Princess Anastasia" you, your 
               Highness, should walk out on to the 
               stage and greet your ...

     Tatiana sees that Anastasia isn't listening and dismisses 
     the Major Domo in mid sentence.

                           TATIANA
               I believe her highness understands 
               what she has to do.

     Major Domo bows and leaves. Tatiana looks at Anastasia.

                           TATIANA (CONT'D)
               Don't you, child?

                           ANYA
               Oh, yes, Grandmama - I wait until I 
               hear...

                           TATIANA
               No, not about the ceremony, Anastasia - 
               do you understand the choice you 
               must make.

     Anya turns to her in confusion.

                           ANYA
               There's no choice...

     Anya is cut off with a quick knock at the door, as Sophie 
     and Vladimir enter, bowing to them both.

     Vladimir has Meetoo, all dressed up in bows and ribbons - 
     and looking miserable - on a leash.

                           VLADIMIR
                    (to Tatiana)
               Your "guest" is unable to attend.

     Tatiana is troubled by this news. Anya starts laughing when 
     she sees Meetoo.

                           ANYA
               Oh, Meetoo! You look miserable!  Oh, 
               Vlad - look at him!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 91
     6-19-01                                                     


                           VLADIMIR
                    (formally)
               Yes, your highness.

                           ANYA
               Poor Meetoo!

                           VLADIMIR
                    (formally)
               Yes, your highness.

                           ANYA
               Cut it out, Vlad! I'm not angry with 
               you anymore - I know how much you 
               needed the money.

                           TATIANA
               But they didn't take the money - 
               either one of them. I offered it to 
               them, but they both refused.

     Anya is shocked, she takes a minute to process this as

                           ANYA
               Dmitri didn't want the money?

                           TATIANA
               No, he just wanted to know you were 
               happy.

                           VLADIMIR
                    (taking Sophie's hand)
               Fortunately, I am to be married.
                    (backing away)
               With your highness, permission.

                           ANYA
               Vlad, stop acting this way!  You're 
               my friend!

                           VLADIMIR
               No. From now on I am your loyal 
               subject ... your highness. By your 
               leave?

     To Anya's dismay, Vlad and Sophie bow and back out of the 
     room.

                           ANYA
               Why does everyone have to act that 
               way?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 92
     6-19-01                                                     


                           TATIANA
               You'll have to become used to it, 
               child, if you accept the crown...

                           ANYA
               "If" I accept?! Of course I'm going 
               to accept! It's what I always wanted!

                           TATIANA
               Is it? Is this what you want?

     Tatiana gestures to the formality outside.

                           ANYA
               I wanted to come home, Grandmama - 
               and I did.  I came back to my home 
               with you.

                           TATIANA
               You can't go back to find your home. 
               Your home is in your heart, in the 
               future that you make for yourself.

                           ANYA
               And this is my future. This is who I 
               am!

                           TATIANA
               This is who you were. Exactly who 
               you are is up to you.

                           ANYA
               I don't know who I am!  I still don't 
               know!

                           TATIANA
               Yes, you do. You do.

     Tatiana kisses her on the forehead.

                           TATIANA (CONT'D)
               And in your heart, you know what is 
               right for you.

     Tatiana turns to leave.

                           ANYA
               I've spent my whole life waiting to 
               find you ...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 93
     6-19-01                                                     


                           TATIANA
               And we have found each other nothing 
               will ever change that!  I am your 
               family, dear child, but I may not be 
               your home.

     Tatiana leaves. Anya is very torn. Anya jumps as the TRUMPETS 
     sound announcing her entrance.

115   INT. BALLROOM - NIGHT                                       115   

     The COURTIERS gather, excited, as the Major Domo readies to 
     make his announcement.

116   INT. ANTE ROOM (EIFFEL TOWER)                               116   

     Anya, thinking about what Tatiana has said, looks at herself 
     in the mirror.

     ANYA'S POV

     the Princess Anastasia. But not Anya.

                           MAJOR DOMO (O.S.)
                    (announcing)
               Her Serene Highness, the Princess 
               Anastasia!

     Pause. WE HEAR mummers from the crowd outside, various 
     "Where's Anastasia?", then

                           DMITRI (O.S.)
               Anya!

     Anya spins around, looking for him. His voice seems distant 
     and ghostly,

                           DMITRI (O.S.) (CONT'D)
               Anya ...

     Anya follows his voice out of the room and into the ELEVATOR. 
     The doors close.

117   EXT. ELEVATOR                                               117   

     as it rises gently to the very top of the Eiffel Tower not 
     on cables - but on long ropes of smoke.

118   EXT.TOP OF EIFFEL TOWER                                     118   

     Rasputin, gleeful, sits perched on a girder, looking down at 
     the party below.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 94
     6-19-01                                                     


                           RASPUTIN
               Look, Bartok. Most of them were there 
               the night I made this curse.  Now, 
               they'll get to see it finished!
                    (sighing, content)
               Revenge is a dish best served... in 
               front of a larrrrrge audience!

     Rasputin leans over the rail and looks down at the party.

                           RASPUTIN
               Do not despair. I'll make sure your 
               beloved princess drops in.

     Rasputin chuckles at his own "wit"

                           BARTOK
                    (depressed)
               Ahh, very witty. There's this English 
               guy - Noel Coward - I'll bet he's 
               quaking ...

119   ON THE ELEVATOR                                             119   

     As the door open and Anya rushes out, looking around.

                           ANYA
               Dmitri?

     Dmitri is standing - like a zombie - at the far end of the 
     platform. Anya sees him.

                           ANYA (CONT'D)
               Dmitri ... Grandmama told me.

     She stops. She can tell that something isn't right with Dmitri 
     by the look in his eyes.

                           ANYA (CONT'D)
               Dmitri, what's wrong?

     Dmitri approaches her slowly, zombie-like, arms outstretched.

                           RASPUTIN
                    (from above)
               Throw her off the edge! Do it!

     Anya looks up at the booming voice.

     ANYA'S POV

     sees Rasputin.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 95
     6-19-01                                                     


     BACK TO ANYA: FLASHES, RAPID IMAGES:

     RASPUTIN from the last night at the palace

     YOUNG ANASTASIA - TERRIFIED

     ORANGE flash of gunshots YOUNG DMITRI leading them out the 
     wall panel, then the Face of the YOUNG DMITRI superimposes 
     over the zombie who is coming toward her.

                           ANYA
               Dmitri ... Look at me!  It's Anya! 
               It's ANYA!

     Dmitri stops. His eyes glazed and frightening.

                           ANYA (CONT'D)
               You saved my life in the palace! You 
               won't take it now...

                           RASPUTIN
                    (from above)
               FINISH HER!

     Anya holds her ground as Dmitri moves toward her, ready to 
     push her off the edge.

                           ANYA
               Dmitri. I know you would never hurt 
               me. You love me.

     As Dmitri come close, she moves toward him and kisses him. 
     He blinks and snaps out of it and is quite happy that Anya 
     is kissing him.

                           ANYA (CONT'D)
               Dmitri?

                           DMITRI
               Anya... where are we?

     WE HEAR a howl from above and suddenly Rasputin jumps down. 
     The reliquary tied to his waist, he's more furious than we've 
     ever seen him - his face literally consumed with rage and 
     hatred.

     Anya is terrified - but holds her ground as she did when she 
     was a child.

                           ANYA
               I guess you aren't as powerful as 
               you thought!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 96
     6-19-01                                                     


     Rasputin walks slowly toward Anya and Dmitri, burning with 
     rage.

                           RASPUTIN
               I'll show you!

                           DMITRI
               Run, Anya -  go...

                           ANYA
               I'm not leaving you!

                           RASPUTIN
               Fighting for fair lady. How noble...

     Dmitri pushes Anya away and charges the much larger Rasputin, 
     who knocks his aside with on swoop of big huge arm.

                           RASPUTIN (CONT'D)
               And how pathetic.

     Rasputin turns to Anya climbing up a girder.

                           RASPUTIN (CONT'D)
               That's only going to make you fall 
               farther.

     Anya turns suddenly and kicks Rasputin in the face, which 
     has the same effect as kicking a brick wall.

     Anya is thrown off balance and falls. Rasputin pushes her 
     with his foot and she slides across the floor to Dmitri.

     Anya and Dmitri exchange a quick look as Rasputin, chuckling, 
     advances on them. Anya reaches up and grabs Rasputin's beard, 
     pulling his face forward so that Dmitri can give him a good 
     roundhouse punch.

     The blow does little but enrage Rasputin. He reaches out and 
     with one huge hand, picks Anya like a rag doll and takes her 
     to the ledge.

                           DMITRI
               Anya!

     Dmitri throws himself against Rasputin several times only to 
     get batted away like a fly.  Realizing this is futile, Dmitri 
     slips through the FLOOR GIRDERS and scurries towards the 
     edge... BELOW THEM.

     DMITRI POV: RASPUTIN'S LARGE BOOTS ABOVE HIM, HEADING

     for the edge.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 97
     6-19-01                                                     


     ABOVE

     Rasputin reaches the edge, playful dangling the struggling 
     Anya over the side.

                           RASPUTIN
               My curse is now complete!  Good-bye, 
               babushka!

     Anya looks over the ledge.

     ANYA'S POV

     The city below as she FALLS. Dmitri emerges from the grid 
     below and GRASS her, holding on to the back of her dress.

                           DMITRI
               Take my hand!
                    (sees Rasputin 
                    approaching)
               Hurry!

     She manages to spin around, gripping his hand.

                           ANYA
               Don't let me go!

                           DMITRI
               I'll never let go!

                           CLOSE
               their hands, gripping one another.

                           RASPUTIN (O.S.)
               What a touching sentiment...

     They look up to see his right above them. Rasputin's boot 
     SMASHES DOWN on Dmitri's hand, which grips the girder.

     Dmitri screams outin, but doesn't let go. He looks down at 
     Anya and pulls her up while Rasputin begins to pry off 
     Dmitri's fingers one at a time.

                           RASPUTIN (CONT'D)
               This little piggy had a palace...  
               this little piggy had a throne...

     Anya swings to another beam and now has firm footing as 
     Rasputin continues.

                           RASPUTIN (CONT'D)
               This little piggy missed the firing 
               squad..

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 98
     6-19-01                                                     


     Dmitri is literally holding on with two fingers.

                           RASPUTIN (CONT'D)
               And this little piggy wanted a home...

     And this little piggy went wee wee wee all the way... down!

     As Dmitri's last finger is preyed away, he falls but his 
     grasp on Anya's hand is firm and she pulls him onto where 
     she is standing.

     Rasputin leans over and bends toward them, three feet from 
     Anya.

                           RASPUTIN (CONT'D)
               DIE!

     The reliquary is dangling. Anya reaches up to grab on to it 
     but her aim is off and she HITS it.  The reliquary flies and 
     SMASHES against the side of the tower, shattering.

     Rasputin realizes what has happened and scrambles away in 
     terror.

                           RASPUTIN (CONT'D)
               NOOOOOOOOO!

     ON BARTOK

     who covers his eyes.

     ON ANYA AND DMITRI

     who climb back up to the platform.

     LONG SHOT

     of the Eiffel Tower as the EVIL SPIRITS FROM THE RELIQUARY 
     burst out. The SPIRITS take on all the forms we've seen 
     earlier: BEARS, MINIONS, SNAKES, and combinations of all. 
     They grow and swirl, with hideous MOANING noises.

     Anya and Dmitri huddle together, in disbelief.

     ON RASPUTIN

     as the SPIRITS begin to swarm around him, a TORNADO of horrid 
     beings. Re screams as they pull him off the ground.

     ON ANYA AND DMITRI

     as the force of the tornado increases, they have to hold on 
     to the girders and each other in order not to be sucked in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                              p. 99
     6-19-01                                                     


     Bartok is thrown against the side of the tower and slithers 
     to the floor.

     ON RASPUTIN

     suspended over the Eiffel Tower in the maelstrom. He Screams 
     wildly as the spirits encircle his, torment him and EXPLODE - 
     pieces fly and disintegrate in mid-air, in wild colors and 
     smoke.

     ON DMITRI AND ANYA

     who hug each other in relief. They stand, looking out.

     The smoke dissipates, showing them the city lights below.

     ON BARTOK

     who rises, patting his chest- He's about to let out a 
     Bartokism... but all the emerges are LITTLE BAT SQUEAKS.

     He's surprised as first, then thrilled. The spell is broken 
     and he's just a bat again.

     DMITRI AND ANYA

     as he reaches down and picks up the crown that fell off her 
     head in the fight. He hands it to her.

                           DMITRI
               Come on... I'll take you home.

     Anya looks lovingly at Dmitri and doesn't put the crown back 
     on.

                           ANYA
               I am home.

     "HOME IS WHERE YOU ARE"

120   (THE LOVE DUET FOR ANYA AND DMITRI). A SIMPLE EMOTIONAL 
     BALLAD FOR TWO PEOPLE WHO REALIZE AT LAST THAT THEIR HEARTS 
     HAVE LED THEN TO EACH OTHER, TO "HOME". THIS WILL WORK 
     WITHIN THE DRAMATIC CONTEXT OF THE FILM (SUNG BY THE 
     CHARACTERS) BUT CAN ALSO BE RE-RECORDED AS A POP SINGLE.     120   

     The song continues over various scenes:

     THE EMPTY STAGE

     Tatiana smiling, knowingly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     anastasia                                             p. 100
     6-19-01                                                     


     SOPHIE & VLADIMIR

     sneaking a kiss in the middle of the party. Xenia and Estelle 
     look at each other with their stone faces.. . and smile.

     BARTOK

     Hanging from the rafters of the Eiffel Tower, no sure what 
     to do next - then a cute female bat flies up next to his and 
     "bats" her eyes.

     ANYA & DMITRI

     walking over the River bridge with Meetoo following behind 
     them... a family - going home together.

                                                         FADE OUT

                               THE END