Schindler's List (1993)
      
Screenplay by Steven Zaillian
      
Based on the novel by Thomas Keneally
      
Directed by Steven Spielberg
      
First Revision March, 1990

Liam Neeson ...........................Oskar Schindler
Ben Kingsley .............................Itzhak Stern
Ralph Fiennes ..............................Amon Goeth
Caroline Goodall .....................Emilie Schindler
Jonathan Sagall ....................Poldek Pfefferberg
Embeth Davidtz ...........................Helen Hirsch
Malgoscha Gebel ....................Victoria Klonowska
Shmulik Levy ..........................Wilek Chilowicz
Mark Ivanir ...........................Marcel Goldberg
Béatrice Macola ................................Ingrid
Andrzej Seweryn .......................Julian Scherner
Friedrich von Thun ........................Rolf Czurda
Krzysztof Luft ..........................Herman Toffel
Harry Nehring ................................Leo John
   
       

     IN BLACK AND WHITE:

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

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

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

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

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

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

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

                           CLERKS (V.O.) (CONT'D)
               … Biberman … Steinberg … Chilowitz …

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

     INT.  HOTEL ROOM - CRACOW, POLAND - NIGHT.

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

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

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

     A bureau.  Some currency, cigarettes, liquor, passport.  And 
     an elaborate gold-on-black enamel Hakenkreuz (or swastika)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 2


     which the gentleman pins to the lapel of his elegant dinner 
     jacket.

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

     Even in this awful room.

     INT.  NIGHTCLUB - CRACOW, POLAND - NIGHT.

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

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

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

     WAITER SETS DOWN DRINKS

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

                           WAITER
               From the gentleman.

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

                           LIEUTENANT
               Do I know him?

     His sergeant doesn’t.  His girlfriend doesn’t.

                           LIEUTENANT (CONT'D)
               Find out who he is.

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

     The lieutenant waits, but his man doesn’t come back; he’s 
     forgotten already he went there for a reason.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 3


     Finally, and it irritates the SS man, he has to get up and 
     go over there.

                           LIEUTENANT (CONT'D)
               Stay here.

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

     WAITERS ARRIVE WITH PLATES OF CAVIAR 

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

                           LIEUTENANT (CONT'D)
               Let me get this one.

                           SCHINDLER
               No, put it away, put it away.

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

     A TABLECLOTH BILLOWS

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

                           SCHINDLER (CONT'D)
               What are you drinking, gin?

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

     ROAR OF LAUGHTER

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 4


                           SS OFFICER 1
               Who is that?

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

     GIRL WITH A BIG CAMERA

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

     EXT.  SQUARE - CRACOW - DAY.

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

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

                           CLERKS
               Groder … Gemeinerowa … Libeskind …

     INT.  APARTMENT BUILDING - CRACOW - DAY.

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

                           SCHINDLER
               Stern?

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

                           SCHINDLER (CONT'D)
               Are you Itzhak Stern?

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

                           STERN
               I am.

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

     INT.  STERN’S APARTMENT - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 5


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

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

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

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

     Schindler looks puzzled, then shrugs, dismissing it.

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

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

                           STERN
               It did all right.

     Schindler nods, takes out a cigarette case.

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

     He offers Stern a cigarette.  Stern declines again.

                           STERN
               I was just the accountant.

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

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

                           SCHINDLER (CONT'D)
               Field kits, mess kits … He waits for 
               a reaction, and misinterprets Stern’s 
               silence for a lack of understanding.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 6


                           SCHINDLER (CONT'D)
               Army contracts.

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

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

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

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

                           SCHINDLER
               Like what?

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

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

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

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

                           SCHINDLER (CONT'D)
               You know anybody?

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

                           SCHINDLER (CONT'D)
               Jews, yeah.  Investors.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 7


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

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

                           STERN
               Pots and pans.

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

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

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

                           SCHINDLER
                    (a slow knowing nod)
               They should be.

     Silence.

     EXT.  CRACOW - NIGHT.

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

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

     EXT.  STREET - CRACOW - DAY.

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

     INT.  ST. MARY’S CATHEDRAL - DAY.

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

     The young Polish Jew from the street, Poldek Pfefferberg, 
     kneels, crosses himself, and slides in next to another young 
     man, Goldberg, going over notes scribbled on a little pad

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 8


     inside a missal.  Pfefferberg shows him a container of shoe 
     polish he takes from his pocket.  Whispered, bored

                           GOLDBERG
               What’s that?

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

                           GOLDBERG
               You asked for shoe polish.

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

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

                           PFEFFERBERG
               I asked for metal, you gave me glass.

                           GOLDBERG
               This is not my problem.

                           PFEFFERBERG
               Look it up.

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

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

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

                           GOLDBERG
               Metal.

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

     INT.  HOTEL - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 9


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

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

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

                           PFEFFERBERG (CONT'D)
               That’s a nice shirt.

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

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

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

                           PFEFFERBERG
               Like this?

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

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

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

                           SCHINDLER
               Nice things cost money.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 10


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

                           PFEFFERBERG
               How many?

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

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

                           PFEFFERBERG
               Write down your measurements.

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

                           SCHINDLER
               I’m going to need some other things.

     As things come up.

     EXT.  GARDEN - SCHERNER’S RESIDENCE - CRACOW - DAY

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

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

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

                           CZURDA (CONT'D)
               So you got thousands of fares that 
               have to be paid.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 11


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

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

                           SCHINDLER
                    (to Ingrid)
               Excuse me.

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

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

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

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

     Big smiles.  Flash.

     INT.  STOREFRONT - CRACOW - DAY.

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

                           OWNER
               I go to the bank, I go in, they tell 
               me my account’s been placed in Trust.  
               In Trust?  What are they talking 
               about, whose Trust?  The Germans’.  
               I look around.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 12


                           OWNER (CONT'D)
               Now I see that everybody’s arguing, 
               they can’t get to their money either.

                           MAX REDLICHT
               This is true?

                           OWNER
               I’ll take you there.

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

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

     The owner of the place just stares at Redlicht.

                           MAX REDLICHT (CONT'D)
               That makes sense to you?

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

     EXT.  CRACOW STREET - DAY.

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

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

     INT.  STARAR BOZNICA SYNAGOGUE - SAME TIME - DAY

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 13


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

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

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

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

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

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

     Max admits it with a shrug.

                           MAX REDLICHT (CONT'D)
               I’ve done some things … but I won’t 
               do this.

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

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

     Nobody answers.  He turns to Max.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 14


                           EINSATZ NCO (CONT'D)
               You, sir, I respect.

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

                           EINSATZ NCO (CONT'D)
               The rest of you …

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

     EXT.  CRACOW - DAY.

     In BLACK AND WHITE and absolute silence, a suitcase thrown 
     from a second story window arcs slowly through the air.  As 
     it hits the pavement, spilling open  SOUND ON  and, returning 
     to COLOR Thousands of families pushing barrows through the 
     streets of Kazimierz, dragging mattresses over the bridge at 
     Podgorze, carrying kettles and fur coats and children on a 
     mass forced exodus into the ghetto.

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

                           POLISH GIRL
               Goodbye, Jews.

     EXT.  GHETTO GATE - DAY.

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

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

                           PFEFFERBERG
               What’s this?

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

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

                           PFEFFERBERG
               Yeah, I can.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 15


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

     INT.  APARTMENT BUILDING, GHETTO - NIGHT.

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

     INT.  GHETTO APARTMENT - NIGHT.

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

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

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

                           INVESTOR 1
               Not good enough.

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

                           INVESTOR 1
               Money’s still money.

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

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

                           SCHINDLER (CONT'D)
               Did I call this meeting?  You told 
               Mr.  Stern you wanted to speak to 
               me.  I’m here.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 16


                           SCHINDLER (CONT'D)
               Now you want to negotiate?
               The offer’s withdrawn.

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

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

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

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

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

     INT.  FACTORY FLOOR - DAY.

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

     INT.  UPSTAIRS OFFICE - SAME TIME - DAY.

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

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 17


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

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

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

                           SCHINDLER (CONT'D)
               Why should I hire Poles?

     INT.  FACTORY FLOOR - DAY.

     Another machine starting up, growling louder, louder

     EXT.  PEACE SQUARE, THE GHETTO - DAY.

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

                           TEACHER
               I’m a teacher.

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

                           CLERK
               Not essential work, stand over there.

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

     EXT.  PEACE SQUARE - LATER - DAY.

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

                           TEACHER
               I’m a metal polisher.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 18


                           CLERK
               Good.

     The world’s gone mad.

     INT.  FACTORY FLOOR - DAY.

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

     INT.  APARTMENT - DAY.

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

     INT.  THE APARTMENT - NIGHT.

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

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

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

                           SCHERNER
               What others?

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

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

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

     Scherner nods.  Yes, they understand each other.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 19


                           SCHERNER
               That’d be fine.

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

     INT.  SS OFFICE - DAY.

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

     EXT.  FACTORY - DAY.

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

     INT.  FACTORY OFFICES - DAY.

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

     INT.  FACTORY FLOOR - DAY.

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

     EXT.  CRACOW - DAY.

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

     INT.  FACTORY - DAY.

     Another machine starts up.  Another.  Another.

     EXT.  PEACE SQUARE - DAY.

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

     INT.  FACTORY DAY - DAY.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 20


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

     INT.  SCHINDLER’S OFFICE - CONTINUOUS - DAY.

     The accountant follows Schindler into the office.

                           SCHINDLER (CONT'D)
               Sit down.

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

                           SCHINDLER (CONT'D)
               Oh, come on.

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

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

     He dismisses them with a shrug;  he’s never had much use for 
     either.

                           SCHINDLER (CONT'D)
               But the third ...  

     He raises his glass to the accountant.  Stern’s glass stays 
     in his lap.

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

     Stern slowly raises his glass.

                           SCHINDLER (CONT'D)
               Thank you.

     Schindler drinks;  Stern doesn’t.

     INT.  SCHINDLER’S APARTMENT - MORNING.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 21


                           KLONOWSKA
               Yes?

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

                           SCHINDLER (O.S.)
               Who is it?

     INT.  SCHINDLER’S APARTMENT - MORNING.

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

                           SCHINDLER (CONT'D)
               She’s so embarrassed-- look at her--

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

                           SCHINDLER (CONT'D)
               You know what, you’d like her.

                           EMILIE
               Oskar, please

                           SCHINDLER
               What

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

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

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

                           KLONOWSKA
               Goodbye.  It was a pleasure meeting 
               you.

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

                           EMILIE
               You’ve done well here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 22


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

                           SCHINDLER
               You look great.

     EXT.  SCHINDLER’S APARTMENT BUILDING - NIGHT.

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

                           DOORMAN
               Careful of the pavement--

                           SCHINDLER
               Mrs. Schindler.

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

     INT.  RESTAURANT - NIGHT.

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

                           SCHINDLER (CONT'D)
               Mrs. Schindler.

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

     INT.  RESTAURANT - LATER - NIGHT.

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

                           EMILIE
               It’s not a charade, all this?

                           SCHINDLER
               A charade?  How could it be a charade?

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

                           SCHINDLER (CONT'D)
               There’s no way I could have known 
               this before, but there was always 
               something missing.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 23


                           SCHINDLER (CONT'D)
               In every business I tried, I see now 
               it wasn’t me that was failing, it 
               was this thing, this missing thing.  
               Even if I’d known what it was, there’s 
               nothing I could have done about it, 
               because you can’t create this sort 
               of thing.  And it makes all the 
               difference in the world between 
               success and failure.

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

                           EMILIE
               Luck.

                           SCHINDLER
               War.

     INT.  NIGHTCLUB - NIGHT.

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

                           SCHINDLER (CONT'D)
               What?

                           EMILIE
               I feel like an old-fashioned couple.

     It feels good.

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

     INT.  SCHINDLER’S APARTMENT - LATER - NIGHT.

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

                           EMILIE
               Should I stay?

                           SCHINDLER
                    (pause)
               It’s a beautiful city.

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

                           EMILIE
               Should I stay?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 24


                           SCHINDLER
                    (pause)
               It’s up to you.

     That’s not it either.

                           EMILIE
               No, it’s up to you.

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

                           EMILIE (CONT'D)
               Promise me no doorman or maitre ‘d 
               will presume I am anyone other than 
               Mrs. Schindler … and I’ll stay.

     He promises her nothing.

     EXT.  TRAIN STATION - DAY.

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

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

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

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

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

                           SCHINDLER
               It’s "okay" with me?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 25


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

                           STERN
               How heavy was he?

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

     Stern and Schindler exchange a glance.  Then

                           SCHINDLER
                    (pause)
               You’re sure.

     The foreman nods.

     INT.  GHETTO STOREFRONT - DAY.

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

                           WOMAN AT DESK
               Can I help you?

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

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

     SILENCE.  THEN, CALMLY

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

                           INVESTOR
               It was a mistake.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 26


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

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

                           INVESTOR
               I gave you money.

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

     EXT.  STOREFRONT - CONTINUOUS - DAY.

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

                           SCHINDLER
               How you feeling, all right?

                           PFEFFERBERG
               Yeah.

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

                           PFEFFERBERG
               She’s good.

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

                           SCHINDLER
               Good.

     INT.  FACTORY FLOOR - DAY.

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

     INT.  SCHINDLER’S OFFICE - SAME TIME - DAY.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 27


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

                           STERN
               Yes.

                           SCHINDLER
               Better this month than last?

                           STERN
               Yes.

                           SCHINDLER
               Any reason to think next month will 
               be worse?

                           STERN
               The war could end.

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

                           SCHINDLER
                    (impatient)
               What?

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

     Schindler gives his accountant a long-suffering look.

                           STERN (CONT'D)
               He asks every day.  It’ll just take 
               a minute.  He’s very grateful.

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

                           STERN (CONT'D)
               Mr. Lowenstein?

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 28


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

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

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

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

                           SCHINDLER
               That’s great.

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

                           SCHINDLER
               That’s great, thanks.

                           LOWENSTEIN
               God bless you, sir.

                           SCHINDLER
               Yeah, okay.

                           LOWENSTEIN
               You’re a good man.

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

                           STERN
               Okay, Mr. Lowenstein.

                           LOWENSTEIN
               He saved my life.

                           STERN
               Yes, he did.

                           LOWENSTEIN
               God bless him.

                           STERN
               Yes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 29


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

     EXT.  FACTORY - DAY.

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

                           SCHINDLER
               Don’t ever do that to me again.

                           STERN
               Do what?

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

                           SCHINDLER
               Close the door.

     The driver closes the door.

     EXT.  GHETTO GATE - DAY.

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

     EXT.  ZABLOCIE STREET - DAY.

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

     INT.  OFFICE, SS HEADQUARTERS - DAY.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 30


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

                           SCHINDLER
               Would it do any good?

                           TOFFEL
               No.

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

                           TOFFEL (CONT'D)
               I think you’re going to have to put 
               up with a lot of snow shoveling yet.

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

                           TOFFEL (CONT'D)
               A one-armed machinist, Oskar?

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

     Toffel nods, smiles.

     EXT.  FIELD - DAY.

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

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

     INT.  SCHINDLER’S OFFICE - DAY.

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

                           SCHINDLER (CONT'D)
               Unlike your radiators  and your boxes 
               my products aren’t for sale on the 
               open market.  This company has only 
               one client, the German Army.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 31


                           SCHINDLER (CONT'D)
               And lately I’ve been having trouble 
               fulfilling my obligations to my 
               client.  With your help, I hope the 
               problem can be solved.  The problem, 
               simply, is space.

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

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

                           KUHNPAST
               Excuse me  do you really think this 
               is appropriate?

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

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

                           HOHNE
               Me neither, sorry.

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

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

                           KUHNPAST
               You’ve got to be kidding.

     Nobody is kidding.

                           KUHNPAST (CONT'D)
                    (pause)
               Thanks for the drink.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 32


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

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

                           STERN
               Christmas presents.

                           SCHINDLER
               Ah, yes.

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

     EXT.  SCHERNER’S RESIDENCE - CRACOW - MORNING.

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

                           SCHERNER
               Oskar …

     EXT.  KUHNPAST’S RADIATOR FACTORY - DAY.

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

     INT.  RADIATOR FACTORY / DEF ANNEX - DAY.

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

     INT.  GHETTO EMPLOYMENT OFFICE - DAY.

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

     EXT.  PEACE SQUARE - DAY.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 33


                           SCHINDLER
               All right.

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

                           GESTAPO (O.S.)
               Oskar Schindler?

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

                           GESTAPO (CONT'D)
               We have a warrant to take your 
               company’s business records with us.  
               And another to take you.

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

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

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

     INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY.

     A humorless middle-level bureaucrat sits behind a desk and 
     D.E.F.’s ledgers and cashbooks.

                           GESTAPO CLERK
               You live very well.

     The man slowly shakes his head ‘no’ to Schindler’s offer of 
     a cigarette.  Schindler tamps it against the crystal of his 
     gold watch.

                           GESTAPO CLERK (CONT'D)
               This standard of living comes entirely 
               from legitimate sources, I take it?

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 34


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

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

     INT.  HALLWAY/ROOM - SS HEADQUARTERS - DAY.

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

     INT.  SS "CELL" - EVENING.

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

                           SCHINDLER (CONT'D)
               Chances of getting a bottle of vodka 
               pretty good?

     He hands the young guard five times the going price.

                           WAFFEN GUARD
               Yes, sir.

     The guard turns to leave.

                           SCHINDLER
               Wait a minute.

     He peels off several more bills and hands them over.

                           SCHINDLER (CONT'D)
               Pajamas.

     INT.  SS "CELL" - MORNING.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 35


     INT.  FOYER, SS HEADQUARTERS - MORNING.

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

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

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

                           SCHINDLER
               You expect me to walk home, or what?

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

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

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

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

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

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

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

     EXT.  SCHINDLER’S BUILDING - EVENING.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 36


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

     EXT.  PROKOCIM DEPOT - CRACOW - LATER - NIGHT.

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

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

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

     AN ENORMOUS LIST OF NAMES

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

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

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

                           SCHINDLER
               He is.

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

                           SCHINDLER (CONT'D)
               Well, let’s find him.

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

                           SCHINDLER
               I’m talking to a clerk.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 37


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

                           SCHINDLER (CONT'D)
               What’s your name?

                           CLERK
               Sir, the list is correct.

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

                           CLERK
               Klaus Tauber.

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

                           CLERK (CONT'D)
               The gentleman thinks a mistake’s 
               been made.

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

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

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

                           CLERK
               Yes, sir.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 38


                           SCHINDLER
               Schindler.

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

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

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

     ALL THREE OF THEM

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

                           CLERK & SERGEANT
               Stern!  Itzhak Stern!

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

                           SCHINDLER
               There he is.

                           SERGEANT
               Open it.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 39


                           CLERK (CONT'D)
               It makes no difference to us, you 
               understand,this one, that one.  It’s 
               the inconvenience to the list.  It’s 
               the paperwork.

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

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

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

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

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

     EXT/INT.  MECHANICS GARAGE - NIGHT.

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

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

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

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

     EXT.  COUNTRYSIDE - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 40


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

     INT.  STAFF CAR - MOVING - DAY.

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

                           GOETH
               Make a nice driveway.

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

     EXT.  GHETTO - DAY.

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

     INT.  STAFF CAR - MOVING - DAY.

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

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

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

                           KNUDE (CONT'D)
               Of course that’s entirely up to you.

     EXT.  PLASZOW FORCED LABOR SITE - DAY.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 41


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

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

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

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

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

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

                           GOETH
                    (calmly)
               Shoot her.

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

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

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

                           HUJAR
               Sir…

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

                           GOETH
               I’m sure you’re right.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 42


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

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

     He turns and walks away.

     EXT.  STABLES - DAWN.

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

     EXT.  PARK, CRACOW - DAWN.

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

     EXT.  GHETTO - DAWN.

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

     EXT.  STABLES - DAWN.

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

     EXT.  PARK, CRACOW - DAWN.

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

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

     EXT.  PEACE SQUARE, GHETTO - DAWN.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 43


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

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

     EXT.  STABLES - DAWN.

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

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

     EXT.  PARK, CRACOW - DAWN.

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

                           GOETH (CONT'D)
               For six centuries, there has been a 
               Jewish Cracow.

     EXT.  WOODS - DAWN.

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

     EXT.  PARK, CRACOW - DAWN.

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

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

     EXT.  HILLTOP CLEARING - DAWN.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 44


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

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

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

     EXT.  GHETTO - DAY.

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

     INT.  APARTMENT BUILDINGS - DAWN.

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

     EXT.  STREETS, GHETTO - DAWN.

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

     EXT.  HILLTOP - DAWN.

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

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

     EXT.  STREET - DAWN.

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

     EXT.  HILLTOP - DAWN.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 45


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

     EXT.  STREET - DAWN.

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

     EXT.  HILLTOP - DAWN.

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

     EXT.  STREET - DAWN.

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

     EXT.  HILLTOP - DAWN.

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

     INT.  APARTMENT BUILDING - DAWN.

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

     The gunfire outside sounds like firecrackers.

     EXT.  HILLTOP - NIGHT.

     Night.  Silence.  Schindler and Ingrid are gone.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 46


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

     EXT.  FOREST - PLASZOW - MORNING.

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

     EXT. PLASZOW FORCED LABOR CAMP - MORNING.

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

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

     INT.  GOETH’S BEDROOM, PLASZOW - MORNING.

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

     EXT.  GOETH’S BALCONY - MOMENTS LATER - MORNING.

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

     Life is great.  Goeth reaches for a rifle.

     EXT.  PLASZOW  SAME TIME - MORNING.

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

     EXT.  GOETH’S BALCONY - CONTINUED - MORNING.

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

     INT.  GOETH’S BEDROOM - SAME TIME - MORNING.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 47


                           MAJOLA
                    (mutters)
               Amon … Christ …

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

     EXT.  PLASZOW - DAY.

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

     EXT.  GOETH’S VILLA - PLASZOW - DAY.

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

     EXT.  PATIO, GOETH’S VILLA - DAY.

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

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

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

                           SCHINDLER
               No, no, come on, sit

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

                           SCHINDLER (CONT'D)
               How you doing?

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

                           GOETH
               We started without you.

                           SCHINDLER
               Good.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 48


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

                           SCHINDLER (CONT'D)
               Please.

     Goeth watches him.  The others watch Goeth.

                           SCHINDLER (CONT'D)
               I miss anything important?

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

                           SCHINDLER
               Oh, good, yeah.

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

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

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

                           SCHINDLER
               I’m sorry.

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

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

                           SCHINDLER
               You’re kidding.

     Goeth slowly shakes his head no … then smiles.

                           GOETH
               He looks great, though, doesn’t he?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 49


                           GOETH (CONT'D)
               I have to know  where do you get a 
               suit like that?  what is that, silk?
                    (Schindler nods)
               It’s great.

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

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

     INT.  GOETH’S OFFICE - PLASZOW - LATER - DAY.

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

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

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

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

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

                           SCHINDLER
               They’re mine!

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 50


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

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

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

                           GOETH (CONT'D)
               Scherner told me something else about 
               you.

                           SCHINDLER
               Yeah, what’s that?

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

                           SCHINDLER
               True.

     Goeth tries to put the situation in perspective:

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

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

                           GOETH (CONT'D)
               Do you have any idea what’s involved?
               The paperwork alone?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 51


                           GOETH (CONT'D)
               Forget you got to build it all, 
               getting the fucking permits, that’s 
               enough to drive you crazy.  Then the 
               engineers show up.  They stand around
               and they argue about drainage  I’m 
               telling you, you’ll want to shoot 
               somebody, I’ve been through it, I 
               know.

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

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

                           SCHINDLER (CONT'D)
               I’d be grateful.

     There’s the word Goeth was waiting to hear.

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

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

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

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

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

     EXT.  CONSTRUCTION OFFICE, PLASZOW - DAY.

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

     EXT/INT.  WAREHOUSE, CRACOW - DAY.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 52


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

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

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

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

                           SCHINDLER
               All I have is Jews.

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

     EXT.  D.E.F. - DAY.

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

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

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

     INT.  GOETH’S VILLA - NIGHT.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 53


                           SCHINDLER
                    (well aware the man 
                    is lying)
               Thank God she wasn’t there.

     Schindler, with yet another girl on his arm, endures the 
     officer’s lies while sweeping the room with his eyes.

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

     Schindler looks at him for the first time, knowingly.

                           SCHINDLER
               She run an orphanage, your aunt?

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

     Schindler’s girl excuses herself to get a drink.

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

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

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

                           LEO JOHN (CONT'D)
               Your wife must be a saint.

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

                           SCHINDLER
               She is.

     INT.  GOETH’S VILLA - LATER - NIGHT.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 54


                           GOETH’S GIRL
               You’re not a soldier?

                           SCHINDLER
               No, dear.

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

     Everyone laughs.

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

                           CZURDA
               Toebbens.

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

     Everybody laughs.

                           GOETH (CONT'D)
               It’s true.  Never happen in Cracow, 
               though, we all love you too much.

                           SCHINDLER
               I pay you too much.

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

     EXT.  GOETH’S VILLA - LATER - NIGHT.

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

                           SCHINDLER (CONT'D)
               You held back Stern.  You held back 
               the one man most important to my 
               business.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 55


                           GOETH
               He’s important to my business.

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

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

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

     EXT.  PLASZOW - LATER - NIGHT.

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

     EXT.  BARRACKS - LATER - NIGHT.

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

                           SCHINDLER
               Here.

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

                           SCHINDLER (CONT'D)
               This, I don’t know, maybe you can 
               trade it for something.

                           STERN
               Thank you.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 56


                           STERN
               Oskar--

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

                           STERN (CONT'D)
               There’s a guy.  This thing happened.  
               Goeth came into the metalworks

                                                          CUT TO:

     INT.  METALWORKS - PLASZOW - DAY.

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

                           GOETH
               What are you making?

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

                           LEVARTOV
               Hinges, sir.

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

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

                           GOLDBERG
               Yugoslavia.

                           GOETH
               Yugoslavia.  I got to make room.

     He shrugs apologetically and pulls out a pocket watch.

                           GOETH (CONT'D)
               Make me a hinge.

     As Goeth times him, Rabbi Levartov works at making a hinge 
     as though his life depended on it  which it does-- cutting 
     the pieces, wrenching them together, smoothing the edges, 
     all the while keeping count on his head of the seconds ticking

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 57


     away.  He finishes and lets it fall onto the others on the 
     floor.  Forty seconds.

                           GOETH (CONT'D)
               Another.

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

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

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

                           GOETH (CONT'D)
                    (mumble)
               Christ.

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

                           GOETH (CONT'D)
               God damn it--

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

     CUT BACK TO:

     EXT.  BARRACKS - CONTINUED - NIGHT.

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

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

     INT.  D.E.F. - DAY.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 58


                           LEVARTOV
               Thank you, sir.

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

                           SCHINDLER
               Oh, yeah.  You’re welcome.

     EXT.  PLASZOW - DAY.

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

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

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

                           GOETH (CONT'D)
               Still nobody knows.

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

                           GOETH (CONT'D)
               There we go.

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

                           GOETH (CONT'D)
               It was you?  You committed this crime?

                           BOY
               No, sir.

                           GOETH
               You know who, though.

     The boy nods, weeps, screams.

                           BOY
               Him!

     He’s pointing at the dead man.  And Goeth astonishes the 
     entire assembly of workers and guards by believing the boy.  
     He returns the rifle to the guard and walks away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 59


     Hujar stares after him, then knowingly at the boy.

     EXT.  PLASZOW - DAY.

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

                           SCHINDLER
               Yeah, sure, bring him over.

     INT.  D.E.F. - DAY.

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

                           BOY
               Thank you, sir.

                           SCHINDLER
                    (distracted)
               That’s okay.

     INT.  MECHANICS’ GARAGE - PLASZOW - DAY.

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

     EXT.  GOETH’S VILLA - DAY.

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

     INT.  D.E.F. - DAY.

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

                           MECHANIC
               Thank

                           SCHINDLER
               Yeah, yeah, yeah.

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 60


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

                           GUARD
               He won’t see you.

     INT.  APARTMENT - CRACOW - DAY.

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

     INT.  D.E.F. - DAY.

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

                           SCHINDLER
               Miss Krause.

                           MISS KRAUSE
               How do you do?

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

     INT.  SCHINDLER’S OFFICE - DAY.

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

                           SCHINDLER
               Pernod?  Cognac?

                           MISS KRAUSE
               No, thank you.

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

                           SCHINDLER
               So.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 61


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

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

                           SCHINDLER
               Who says that?

                           MISS KRAUSE
               Everyone.

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

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

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

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

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

                           SCHINDLER (CONT'D)
               Cry and I’ll have you arrested, I 
               swear to God.

     She hurries out.

     INT.  ADMINISTRATION BUILDING - PLASZOW - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 62


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

                           SCHINDLER (CONT'D)
               People die, it’s a fact of life.

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

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

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

                           SCHINDLER (CONT'D)
               You think I don’t know what you’re 
               doing?  You’re so quiet all the time?  
               I know.

                           STERN
                    (with concern)
               Are you losing money?

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

                           STERN
               What other point is--

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

     Silence.  Schindler tries to settle down.  Then

                           SCHINDLER (CONT'D)
               You have to understand, Goeth’s under 
               enormous pressure.  You have to think 
               of it in his situation.  He’s got 
               this whole place to run, he’s 
               responsible for everything that goes 
               on here, all these people  he’s got
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 63


                           SCHINDLER (CONT'D)
               a lot of things to worry about.  And 
               he’s got the war.  Which brings out 
               the worst in people.  Never the good, 
               always the bad.  Always the bad.  
               But in normal circumstances, he 
               wouldn’t be like this.  He’d be all 
               right.  There’d be just the good 
               aspects of him.  Which is a wonderful 
               crook.  A guy who loves good food, 
               good wine, the ladies, making money…

                           STERN
               And killing.

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

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

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

                           SCHINDLER
               Perlman, husband and wife.

     He unstraps his watch, hands it to Stern.

                           SCHINDLER (CONT'D)
               Give it to Goldberg, have him send 
               them over.

     He leaves.

     EXT.  BALCONY - GOETH’S VILLA - NIGHT.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 64


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

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

                           SCHINDLER (CONT'D)
               Amon the Good.

     EXT.  STABLES - PLASZOW - DAY.

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

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

                           GOETH
               Oh, that’s all right.

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

     EXT.  PLASZOW - DAY.

     Goeth gallops around his great domain holding himself high 
     in the saddle.  But everywhere he looks, it seems, he’s 
     confronted with stoop-shouldered sloth.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 65


     He forces himself to smile benevolently.

     INT.  GOETH’S VILLA - DAY.

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

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

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

                           GOETH
               What are you using?

                           WORKER
               Soap, sir.

                           GOETH
                    (incredulous)
               Soap?  Not lye?

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

                           GOETH (CONT'D)
               Go ahead, go on, leave.  I pardon 
               you.

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

     EXT.  GOETH’S VILLA - MOMENTS LATER - DAY.

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

     EXT.  BARRACKS, PLASZOW - NIGHT.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 66


                           STERN
               If he didn’t steal so much, I could 
               hide it.  If he’D steal with some 
               discretion…

                                                          CUT TO:

     STERN’S OFFICE, PLASZOW - DAY.

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

     INT.  GOLDBERG’S OFFICE, PLASZOW - MINUTES LATER - DAY.

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

                           STERN
               There are fifteen thousand people 
               here

                           GOLDBERG
               Goeth says there’s twenty-five.

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

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

     LOADING DOCK, PLASZOW - DAY.

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

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

     EXT.  CRACOW - DAY.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 67


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

     CUT BACK TO:

     BARRACKS - CONTINUED - NIGHT.

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

                           SCHINDLER
               So you’ll be rid of him.

     But Stern slowly shakes his head ‘no.’

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

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

                           SCHINDLER
               I’ll talk to him.

                           STERN
               I think it’s too late.

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

     He hands over to Stern some negotiable items and leaves.

     INT.  NIGHTCLUB - CRACOW - NIGHT.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 68


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

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

                           SCHINDLER
               So I’ll talk to him about it.

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

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

                           TOFFEL
               He’s stealing from you, Oskar.

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

                           SCHERNER
               Not like him.

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

                           SCHINDLER
               Yeah, well, in some eyes it doesn’t 
               matter the amount we steal, it’s 
               that we do it.

     Each of us sitting at this table.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 69


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

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

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

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

                           SCHINDLER (CONT'D)
               Come on, let’s watch the girls.

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

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

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

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

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

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

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

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

                           SCHINDLER
               Thank you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 70


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

                           SCHINDLER (CONT'D)
               Thank them for me.

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

     And the party tries to resume.

     EXT.  APPELLPLATZ - PLASZOW - DAWN.

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

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

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

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

     EXT.  DEPOT - PLASZOW - DAWN.

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

     EXT.  APPELLPLATZ - PLASZOW - DAY.

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

     EXT.  BALCONY - GOETH’S VILLA - DAY.

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

     EXT.  APPELLPLATZ - PLASZOW - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 71


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

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

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

     EXT.  DEPOT - PLASZOW - DAY.

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

     EXT.  APPELLPLATZ - PLASZOW - DAY.

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

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

                           PFEFFERBERG (O.S.)
               Commandant, sir.

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

                           GOETH
               My mechanic.

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

                           PFEFFERBERG
               What about my wife?

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

     EXT.  DEPOT - PLASZOW - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 72


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

     EXT.  PLASZOW - LATER - DAY.

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

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

     INT.  BARRACKS - SAME TIME - DAY.

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

     EXT.  BARRACKS - SAME TIME - DAY.

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

     INT.  MEN’S LATRINES - SAME TIME - DAY.

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

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

                           BOY’S VOICE
               This is our place.

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

     EXT.  DEPOT - PLASZOW - LATER - DAY.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 73


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

                           SCHINDLER
               What’s going on?

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

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

                           GOETH (CONT'D)
               They’re complaining now?  They don’t 
               know what complaining is.

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

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

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

                           GOETH
               Bring the fire trucks!

                           HUJAR
               What?

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

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

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

     And amusing, not just to Goeth, but to the other SS officers 
     standing around as well.  Oskar moves away to talk with one 
     of the firemen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 74


     At full extension, apparently the hoses still only reach 
     halfway down the long line of cars.  He returns to Goeth.

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

     Goeth finds this especially sidesplitting, and hollers

                           GOETH
               Hujar!

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

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

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

                           GOETH
               Oh, my God.

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

     The water rains down on the last car.

     EXT.  D.E.F. - DAY.

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

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

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

     INT.  SCHINDLER’S OFFICE - DAY.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 75


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

                           GESTAPO 1
               We’ll risk it.

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

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

     He snuffs out his cigarette.

     INT.  GESTAPO CAR - MOVING - DAY.

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

                           SCHINDLER (CONT'D)
               Where are we going?

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

     INT.  MONTELUPICH PRISON - CRACOW - DAY.

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

     INT.  MONTELUPICH PRISON - DAY.

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

     INT.  CELL, MONTELUPICH PRISON - DAY.

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 76


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

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

     INT.  OFFICE - MONTELUPICH PRISON - DAY.

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

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

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

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

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

                           GOETH (CONT'D)
               It’s a matter of money?  We can 
               discuss that.  That’d be all right 
               with me.

     In the silence that follows, Goeth realizes he has made a 
     serious error in judgment.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 77


     This man sitting soberly before him is one of that rare breed  
     the unbribable official.

                           SS COLONEL
               You’re offering me a bribe?

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

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

                           SCHERNER
               Sit down.

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

                           SCHERNER (CONT'D)
               Hello, Amon.

                           GOETH
               Sir.

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

     INT.  GOETH’S VILLA - PLASZOW - NIGHT.

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

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

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

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

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 78


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

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

                           SS OFFICER
               "Gloomy Sunday" again.

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

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

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

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

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

                           LEO ROSNER
               "Gloomy Sunday."

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

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

                           GOETH
               Enough--  Jesus--  God--

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 79


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

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

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

     EXT.  D.E.F. - DAY.

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

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

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

     EXT.  FOREST - PLASZOW - LATER - DAY.

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

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

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

                           GOETH (CONT'D)
               Can you believe this?

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 80


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

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

                           SCHINDLER
               You took my workers.

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

                           SCHINDLER
               When?

                           GOETH
               I don’t know.  Soon.

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

                           GOETH (CONT'D)
               This is good.  I’m out of business 
               and he’s catching tadpoles with his 
               son.

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

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

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

     INT.  SCHINDLER’S APARTMENT - DAY.

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

     EXT. POLAND/CZECHOSLOVAKIA BORDER - EVENING.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 81


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

     INT.  SQUARE, BRINNLITZ, CZECHOSLOVAKIA - MORNING.

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

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

                           SCHINDLER
               Hey, how you doing?

                           BRINNLITZ GUY 1
               Look at this.

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

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

                           SCHINDLER
               Let me buy you a drink.

     INT.  BAR - BRINNLITZ - NIGHT.

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

                           BRINNLITZ GUY 2
               Oskar - my friend Lena.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


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

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

                           BRINNLITZ GUY 2
               Now you’re back.

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

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

                           GIRL
               Who is he?

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

                           BRINNLITZ GUY 2
               He’s a salesman.

     INT.  HOTEL ROOM - BRINNLITZ - NIGHT.

     A woman asleep in the bed.  The girl from the bar.  In his 
     robe, at the window, Schindler calmly smokes as he stares 
     out at the night.

     EXT.  BRINNLITZ - DAWN.

     The town, off in the distance, nestled against the mountains.  
     The sun, just coming up.  Closer, here, ramshackle structures, 
     a long abandoned factory of some kind.

     Schindler, in leather riding gear, climbs down off a Moto-
     Guzzi motorcycle.  He slowly wanders around, peers in through 
     broken windows, wanders around some more.

     Tight on his face, torn between conflicting choices, or 
     realizing there’s no choice, or only one choice, and hating 
     it.

                           SCHINDLER
               Goddamn it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


     EXT.  BALCONY, GOETH’S VILLA - PLASZOW - DAY.

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

                           GOETH
               You want these people.

                           SCHINDLER
               These people, my people, I want my 
               people.

     Goeth considers his friend, greatly puzzled.  Below them 
     lies the camp, still operating, at least for now, until the 
     shipments can be arranged.

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

                           SCHINDLER
               It’s good business.

                           GOETH
               Oh, this is "good business" in your 
               opinion.  You’ve got to move them, 
               the equipment, everything to 
               Czechoslovakia  it doesn’t make any 
               sense.

                           SCHINDLER
               Look--

                           GOETH
               You’re not telling me something.

                           SCHINDLER
               It’s good for me  I know them, I’m 
               familiar with them.  It’s good for 
               you you’ll be compensated.  It’s 
               good for the Army.  You know what 
               I’m going to make?  Artillery shells.  
               Tank shells.  They need that.  
               Everybody’s happy.

                           GOETH
               Yeah, sure.

     Goeth finds this whole line of reasoning impossible to 
     believe.  He’s sure Schindler’s got something else going on 
     here he’s not telling him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


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

     Schindler admits it with a shrug.

                           GOETH (CONT'D)
               If you admit to making three, then 
               it’s four, actually.  But how?

                           SCHINDLER
               I just told you.

                           GOETH
               You did, but you didn’t.

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

                           GOETH (CONT'D)
               Yeah, all right, don’t tell me, I’ll 
               go along with it, it’s just irritating 
               to me I can’t figure it out.

                           SCHINDLER
               All you have to do is tell me what 
               it’s worth to you.  What’s a person 
               worth to you.

     Goeth thinks about it in the silence.  Then a slow nod to 
     himself.  He’s going to make some money out of this even if 
     he can’t figure it out.  He smiles.

                           GOETH
               What’s one worth to you?  That’s the 
               question.

     HARD CUT TO:

     THE KEYS OF A TYPEWRITER slapping a name onto a list-- 
     LEVARTOV-- the letters the size of buildings, the sound as 
     loud as gunshots-- 

     TIGHT ON THE FACE OF A MAN-- Rabbi Levartov-- the hinge-maker 
     Goeth tried to kill with a faulty revolver-- 

     THE KEYS HAMMER another name-- PERLMAN-- 

     TIGHT ON TWO ELDERLY FACES  a man, a woman  the parents of 
     "Elsa Krause."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


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

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

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

                           SCHINDLER
               Poldek Pfefferberg … Mila Pfefferberg…

     THE KEYS typing ‘PFEFFE—

     PFEFFERBERG’S face, tight.  MILA’S face, tight.

     CURRENCY, hard Reichmarks, in a small valise.  As Goeth looks 
     at it, he mumbles to himself

                           GOETH
               A virus…

     MOVING DOWN THE LIST of names, forty, fifty.  The sound of 
     the keys.  Stern pulls the sheet out of the machine, rolls 
     in another, types a name.

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

                           SCHINDLER
               You can do the same thing I’m doing.  
               There’s nothing stopping you.

     Madritsch is shaking his head ‘no’ to Schindler’s appeal to 
     make his own list, to get his workers out.

                           MADRITSCH
               I’ve done enough for the Jews.

     THE KEYS typing another name-- A FACE, a man,  A FACE, a 
     woman, A FACE, a child-- 

     COGNAC SPILLING into a glass.  The glass coming up to 
     Schindler’s mouth, hesitating there.

                           SCHINDLER
               The investors.

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

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

                           SCHINDLER (CONT'D)
               All of them.  Szerwitz, his family.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


     STERN GLANCES UP with a look that asks Schindler if he’s 
     sure about this one.  He is.  The keys type-- SZERWITZ-- 
     TIGHT ON THE FACE of the investor who stole from Schindler, 
     the one he threatened to have killed by the SS, and the faces 
     of his sons-- 

     THREE OR FOUR PAGES of names next to the typewriter.  Stern, 
     trying to count them, estimates--

                           STERN
               Four hundred, four fifty--

                           SCHINDLER
               More.

     THE TRUNK OF SCHINDLER’S MERCEDES yawning open.  He takes a 
     small valise from it and heads for Goeth’s villa.

     THE KEYS typing ROSNER-- TIGHT ON Henry Rosner, the violinist.  
     TIGHT ON his brother, Leo, the accordionist.

     SCHINDLER AND BOSCH, the other Plaszow industrialist.  The 
     same appeal Schindler made to Madritsch; the same answer, 
     ‘no.’

     MOVING DOWN another page of names.

                           STERN (O.S.)
               About six hundred

                           SCHINDLR (O.S.)
               More.

     THE SOUND OF THE KEYS OVER the face of a boy, the "chicken 
     thief."  Over THE FACE OF A GIRL, the one who hid in the pit 
     of excrement.  Over the FACES we’ve never seen.

                           STERN (O.S.)
               Eight hundred, give or take.

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

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

     BLACKJACK, dealt by GOETH.  They’re betting diamonds, he and 
     Schindler.  A queen falls and Goeth groans his misfortune.

     THE FACE OF Goeth’s maid.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


     GOETH SWEEPS his hold card against the table, is thrown a 
     four, sweeps it again and gets a jack.

     A NAME we don’t recognize is typed.

     A FACE we don’t recognize.

     INT.  STERN’S OFFICE - PLASZOW - NIGHT.

     Schindler leafing through the page of names, counting them, 
     drinking, to the sound of the typewriter.  Eventually, quietly 
     to himself--

                           SCHINDLER (CONT'D)
               That’s it.

     Stern heard him and stops typing, glances over.

                           SCHINDLER (CONT'D)
               You can finish that page.

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

                           STERN
               What did Goeth say?  You just told 
               him how many you needed?

     It doesn’t sound right.  And Schindler doesn’t answer.  He’s 
     avoided telling Stern the details of the deal struck with 
     Goeth, and balks telling him now.  Finally awkwardly

                           SCHINDLER
               I’m buying them.  I’m paying him.  I 
               give him money, he gives me the 
               people.
                    (pause)
               If you were still working for me I’d 
               expect you to talk me out of it, 
               it’s costing me a fortune.

     Stern had no idea.  And has no idea now what to say.  
     Schindler shrugs like it’s no big deal, but Stern know it 
     is.

                           SCHINDLER (CONT'D)
               Give him the list, he’ll sign it, 
               he’ll get the people ready.  I have 
               to go back to Brinnlitz, to take 
               care of things on that end, I’ll see 
               you there.

     Stern is really overcome by what this man is doing.  What he 
     can’t figure out is why.  Silence.  And then

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           SCHINDLER (CONT'D)
               Finish the page.

     Stern turns back, does as he’s told.  Schindler drinks.  
     Nothing but the sound of the typewriter keys.  And then 
     nothing at all.  The page is-- done.  The rest will die.

     INT.  TOWN COUNCIL HALL - BRINNLITZ - NIGHT.

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

                           SCHINDLER (CONT'D)
               This is my home.

     He looks out over his audience, the citizens of Brinnlitz, 
     local government officials, many of them appearing bewildered 
     by him or the "situation" that has arisen.

                           SCHINDLER (CONT'D)
               I was born here, my wife was born 
               here, my mother is buried here, this 
               is my home.

     His estranged wife is there.  So are the guys he was drinking 
     with.

                           SCHINDLER (CONT'D)
               Do you really think I’d bring a 
               thousand Jewish criminals into my 
               home?

     Everyone seems to breathe sighs of relief as if they’ve been 
     waiting for him to say this, to dispel the disturbing rumors 
     they’ve heard.

                           SCHNDLER
               These are skilled munitions workers 
               they are essential to the war effort--

     The noise begins, his audience’s angry reaction.  Raising 
     pitch of his own voice

                           SCHINDLER
               It is my duty to supervise them and 
               it is your duty to allow me--

     He barely gets it all out before the protests drown him out. 
     The uproar reaches such a clamoring level there’s no point 
     in his continuing.

     GOETH’S VILLA - PLASZOW - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


     Goeth, at his writing desk, endures the bureaucratic tedium 
     of signing memoranda, transport orders, requisitions.  He 
     comes to Schindler’s list, initials each page and signs the 
     last with no more interest than the others.  He hands the 
     whole stack of paperwork to Marcel Goldberg, Personnel Clerk, 
     Executor of Lists, Gangster.

     INT.  OFFICE, ADMINISTRATION BUILDING - PLASZOW - DAY

     Goldberg has the signature page of the list in a typewriter.  
     He carefully aligns it and types his own name in a space 
     allowed by the bottom margin.

     EXT.  SCHINDLER’S BRINNLITZ FACTORY SITE - DAY.

     At a folding table in the middle of the field, Schindler 
     signs his name to Reich Main Office directives, Evacuation 
     Board and Department of Economy form, Armaments contracts.

     Around him, the new camp is taking shape: Electric fences 
     are going up, watchtowers, barracks; shipments of heavy 
     equipment, huge Hilo machines, are being off-loaded from 
     flatbed train cars; SS engineers stand around frowning at 
     the lay of the land, some drainage problem no doubt.

     EXT.  DEPOT - PLASZOW - DAY.

     A train full of people destined for Auschwitz pulls away 
     from the platform.  As Goldberg gathers his paperwork, a 
     prisoner approaches him.

                           PRISONER
               Am I on the list?

                           GOLDBERG
               What list is that?

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

                           GOLDBERG (CONT'D)
               The good list?  Well, that depends, 
               doesn’t it?

     The prisoner knows that, too, and discreetly turns over to 
     Goldberg a couple of diamonds from the lining of his coat.

     INT.  GOLDBERG’S OFFICE - PLASZOW - NIGHT.

     Names on a notepad, the first few crossed out.  Goldberg 
     types the next name onto a page of The List, squeezing it 
     into the upper margin, and crosses that one out on the pad.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


     He rolls the page down, types another name, tires of the 
     exacting task, tears the handwritten page of names from the 
     notepad, crumples it and throws it away.

     EXT.  BRINNLITZ - NIGHT.

     Schindler, on his way back to his hotel after a night of 
     drinking, is jumped by three guys, wrestled to the ground 
     and brutally kicked.

     As the forms of his attackers move away, he catches a glimpse 
     of one of them his "friend" who admired his car when he first 
     arrived back in town.

     INT.  MECHANICS GARAGE - PLASZOW - DAY.

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

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

                           PFEFFERBERG
               Of course I’m on it.

                           GOLDBERG
               You want to stay on it?  What do you 
               got for me?

     Pfefferberg glances up from his work and studies the  
     blackmailing collaborator for a long moment.

                           PFEFFERBERG
               What do I got for you?

                           GOLDBERG
               Takes diamonds to stay on this list.

     Pfefferberg suddenly attacks him with the wrench in his hand, 
     beating him across the shoulders and head with it.

                           PFEFFERBERG
               I’ll kill you, that’s what I got for 
               you.

     Goldberg goes down, tries to scramble away on his knees, the 
     blows coming down hard on his back.

                           GOLDBERG
               All right, all right, all right.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


     He makes it outside the garage and runs.

     EXT.  DEPOT - PLASZOW - DAY.

     A cattle car is coupled to another, the pin dropped into 
     place.  On the platform, clerks at folding tables shuffle 
     paper while others mill around with clipboards, calling out 
     names.

     Thousands of prisoners on the platform, some climbing onto 
     strings of slatted cars on opposing tracks. Some already in 
     them, most standing in lines, changing lines, the end of one 
     virtually indistinguishable from the beginning of another.

     Paperwork.  Lists of names.  Pens in hands checking them 
     off.  Some bound for Brinnlitz, the rest for Auschwitz, if 
     they can be properly sorted from one another.

     A boy is allowed to remain in a line with his father; his 
     mother is taken to another line composed of women and girls.  
     This segregation is the only recognizable process going on; 
     the others, if they exist, are apparent only to the clerks 
     and guards, and maybe not even to them.  It is chaos.

     EXT.  COUNTRYSIDE - NIGHT.

     A train snakes across the dark landscape.

     INT.  CATTLE CAR - MOVING - NIGHT.

     Stern, wedged into a corner of an impossibly crowded car.  
     This train may be headed for Schindler’s hometown, but it is 
     no more comfortable than the others on their way to Auschwitz-
     Birkenau.

     EXT.  CROSSING - POLAND - DAY.

     The train idles at a crossing in the middle of nowhere.  
     Moving across the faces peering out from between the slats, 
     it becomes apparent there are only male prisoners aboard.

     Below, on a dirt road, a lone Polish boy stands watching.  
     Just before an empty train roars past from the other direction 
     obscuring him, his hand comes up and across his neck making 
     the gesture of a throat being slit.

     EXT.  DEPOT - BRINNLITZ - DAY.

     The train pulls into the small quiet Brinnlitz station.  The 
     doors are opened and the prisoners begin climbing down.  At 
     the far end of the platform, flanked by several SS guards, 
     stands Schindler.  To his customary elegant attire he has 
     added a careless accouterment, a Tyrolean hat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


     EXT.  BRINNLITZ - DAY.

     Leading a procession of nine hundred male Jewish "criminals" 
     through the center of town, Schindler ignores the angry taunts 
     and denouncements and the occasional rock hurled by the good 
     citizens of Brinnlitz lining the streets.

     INT.  BRINNLITZ MUNITIONS FACTORY - DAY.

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

                           SCHINDLER
               You’ll be interested to know I 
               received a cable this morning from 
               the Personnel Office, Plaszow.  The 
               women have left.  They should be 
               arriving here sometime tomorrow.

     He sees Stern among the workers, smiles almost imperceptibly, 
     turns and walks away.

     EXT.  RURAL POLAND - DAY.

     A train backs slowly along the tracks toward an arched 
     gatehouse.  The women inside the cattle cars don’t need a 
     sign to tell them where they are, they’ve seen this place in 
     nightmares.  Pillars of dark smoke rise from the stacks into 
     the sky.

     It’s Auschwitz.

     EXT.  AUSCHWITZ - DAY.

     The stunned women climb down from the railcars onto an immense 
     concourse bisecting the already infamous camp.  As they’re 
     marched across the muddy yard by guards carrying truncheons, 
     Mila Pfefferberg stares at the place.  It’ so big, like a 
     city, only one in which the inhabitants reside strictly 
     temporarily.  To Mila, under her breath

                           WOMAN
               Where are the clerks?

     So often terrified by the sight of a clerk with a clipboard, 
     it is the absence of clerks which unsettles the woman now, 
     as though there remains no further reason to record their 
     names.  Mila’s eyes return to the constant smoke rising beyond 
     the birch trees at the settlement’s western end.

     INT.  OFFICES - BRINNLITZ FACTORY - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


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

                           SCHINDLER
               They’re in Auschwitz.

     Before Stern can react, Schindler is out the door.

     EXT.  BRINNLITZ FACTORY - MOMENTS LATER - DAY.

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

                           GESTAPO
               Your friend Amon Goeth has been 
               arrested.

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

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

                           SCHINDLER
               I’d love to, it’ll have to wait until 
               I get back.  I have to leave.

     The looks on their faces tell him he’s not going anywhere.

                           SCHINDLER (CONT'D)
               All right, okay, let’s talk.

                           GESTAPO
               In Breslau.

                           SCHINDLER
               Breslau?  I can’t go to Breslau.  
               Not now.

     These guys are serious.

     EXT.  AUSCHWITZ - DAY.

     A young silver-haired doctor moves slowly along rows of 
     Schindler’s women, considering each with a pleasant smile 
     even as he makes his selections, with tiny gestures, for the 
     death chambers.  He pauses in front of one.

                           YOUNG DOCTOR
               How old are you, Mother?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


     She could lie, and he’d have killed her for it.  She could 
     tell the truth, and he’d have her killed for that, too.

                           WOMAN
                    (pause)
               Sir, a mistake’s been made.  We’re 
               not supposed to be here, we work for 
               Oskar Schindler.  We’re Schindler 
               Jews.

     The doctor nods pensively, understandingly, it seems.  Then

                           YOUNG DOCTOR
               And who on earth is Oskar Schindler?

     He glances around hopelessly.  One of the SS guards who 
     accompanied the women from Plaszow speaks up

                           PLASZOW GUARD
               He had a factory in Cracow.  
               Enamelware.

     The doctor nods again as if the information were valuable, 
     as if it meant something to him.  It doesn’t.

                           YOUNG DOCTOR
               A potmaker?

     He smiles to himself and gets on with the "examination," 
     this woman to this line, this other one to that.

     INT.  CELL - SS PRISON, BRESLAU - DAY.

     In a dank cell, in uniform, Amon Goeth waits.  Schindler is 
     on his way, hopefully.  Maybe he’s already here.  Schindler 
     will vouch for him.  Schindler will straighten this out.

     INT.  SS PRISON, BRESLAU - DAY.

     In a large room, Schindler sits before a panel of twelve 
     sober Bureau V investigators and a judge of the SS court.

                           INVESTIGATOR
               Everything you say will be held in 
               confidence.  You are not under 
               investigation.  You are not under 
               investigation.  Mr. Goeth is.  He is 
               being held on charges of embezzlement 
               and racketeering.  You’re here at 
               his request to corroborate his 
               denials.  Our information onto his 
               financial speculations comes from 
               many sources.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           INVESTIGATOR (CONT'D)
               On his behalf there is only you.  We 
               know you are close friends.  We know 
               this is hard for you.  But we must 
               ask you--

                           SCHINDLER
               He stole our country blind.

     INT.  BRINNLITZ FACTORY - DAY.

     In Schindler’s absence, the workers attempt to operate the 
     unfamiliar machines, to figure out the unfamiliar process of 
     manufacturing artillery shells.  There’s movement, there’s 
     noise, the machines are running, but little is being produced.

     Untersturmfuhrer Jose Liepold, the Commandant of Schindler’s 
     new subcamp, moves through the factory conducting an impromptu 
     inspection.  He points out to a guard a kid no more nine, 
     sorting casings at a work table, and another boy, ten or 
     eleven, carrying a box.

     EXT.  BARRACKS - AUSCHWITZ - NIGHT.

     Mila and another woman cross back toward their barracks 
     carrying a large heavy pot of broth.  Not more than a hundred 
     meters away stand the birch trees and crematoria, the smoke 
     pluming even now, at night.

     Out of the darkness appear "apparitions," skeletal figures 
     which surround the two women, or rather the soup pot between 
     them, dipping little metal cups into it, over and over.

     Too startled to speak, Mila can only stare.  The apparitions 
     clamor around the pot a moment more, than furtively slip 
     back into the same darkness from which they came.  Mila and 
     the other woman exchange a glance.  The pot is empty.

                           MILA
               Where’s Schindler now?

     INT.  HOSS’ HOUSE - AUSCHWITZ - NIGHT.

     In his den, over cognac, Auschwitz Commandant Rudolf Hoss 
     considers the documents Schindler has brought: the list, the 
     travel papers, the Evacuation Board authorization.  Hoss 
     nods at them, then at Schindler.

                           HOSS
               You’re right, a clerical error has 
               bee made.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


                           HOSS (CONT'D)
                    (pause)
               Let me offer you this in apology for 
               the inconvenience.  I have a shipment 
               coming in tomorrow, I’ll cut you 
               three hundred from it.  New ones.  
               These are fresh.

     Schindler seems to think about the offer as he nurses his 
     drink.  It’s "tempting."

                           HOSS (CONT'D)
               The train comes, we turn it around, 
               it’s yours.

                           SCHINDLER
               I appreciate it.  I want these.

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

                           HOSS
               You shouldn’t get stuck on names.  
               Why, because you get to know them?  
               Because you begin to see them as 
               human beings?

     Schindler suddenly has the awful feeling that the women are 
     already dead.  Hoss misinterprets the look.

                           HOSS (CONT'D)
               That’s right, it creates a lot of 
               paperwork.

     EXT.  CONCOURSE - AUSCHWITZ - DAY.

     A large assembly of women.  Guards calling out names from a 
     list.  As each woman steps out of line, a guard 
     unceremoniously brushes a swathe of red paint across her 
     clothes.  New columns are formed.

     EXT.  TRAIN YARD - AUSCHWITZ - DAY.

     Schindler, standing at the end of the platform stone-faced, 
     watches the women whose names he is "stuck on," whose clothes 
     are slashed with red paint, climbing onto the cattle cars.

     As the cars fill, a train on another track arrives.  The 
     "fresh" ones Schindler turned down.  As the gates are closed 
     on the women’s cars, the gates of the others are opened and 
     the people spill out.

     A horrified cry suddenly breaks through the noise of the 
     engines.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     One of Schindler’s women, locked in, has seen her son among 
     those coming down off the train on the opposing track.

     Another cry erupts, and another, another, as the women spot 
     their children, confiscated from the Brinnlitz factory, 
     brought here.

     Schindler becomes aware of what’s happening and, passing 
     over other children, tries to corral these particular boys, 
     many of whom have noticed their mothers now and are echoing 
     their tortured cries with their own.

     Schindler manages to gather them together, the fifteen or 
     twenty boys, and, in the middle of the crowded platform, 
     appears to a guard:

                           SCHINDLER
               These are mine.  They’re on the list.  
               These are my workers.  They should 
               be on the train.

     He points across to the women’s train, then down to the boys.

                           SCHINDLER (CONT'D)
               They’re skilled munition workers.  
               They’re essential.

     The guard glances from the frantic gentleman to the anxious 
     brood around him.  These are essential workers?

                           GUARD
               They’re boys.

                           SCHINDLER
               Yes.

     Schindler is nodding his head, trying to think.  The women 
     are shrieking their sons’ names.  The guard, who heard it 
     all, every excuse imaginable, is just turning away when 
     Schindler thrusts his smallest finger at him.

                           SCHINDLER (CONT'D)
               Their fingers.  They polish the 
               insides of shell casings.  How else 
               do you expect me to polish the inside 
               of a 45 millimeter shell casing?

     The guard stares at him dumbly.  This he hasn’t heard.

     EXT.  BRINNLITZ CAMP - DAY.

     Like a mirage in the distance they appear  the women, the 
     children, guards, Schindler, marching across a field toward 
     the factory.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


     At the perimeter of the camp, at the wire, the men watch the 
     approaching procession.  It appears to them that the women 
     are covered in blood  or  could it be paint?  They’re walking, 
     they’re fine, some are even smiling.

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

     INT.  BRINNLITZ FACTORY - DAY.

     The machines are silent, the people are not.  Women are in 
     their husbands’ arms, sons in their fathers’.  There’s food 
     on the tables but it’s largely ignored, the reunion taking 
     precedence.

     INT.  SS MESS HALL - SAME TIME - DAY.

     Schindler stands before the assembled camp guards.  They are 
     seated at the long tables, their food getting cold, waiting 
     for him to say whatever it is he has to say.

                           SCHINDLER (CONT'D)
               Under Department W provisions, it is 
               unlawful to kill a worker without 
               just cause.  Under the Businesses 
               Compensation Fund I am entitled to 
               file damage claims for such deaths.  
               If you shoot without thinking, you 
               go to prison and I get paid, that’s 
               how it works.  So there will be no 
               summary executions here.  There will 
               be no interference of any kind with 
               production.  In hopes of ensuring 
               that, guards will no longer be allowed 
               on the factory floor without my 
               authorization.

     His eyes meet Liepold’s, hold his icy stare, then return to 
     the guards, most of whom look like tired middle-aged 
     reservists.

                           SCHINDLER (CONT'D)
               For your cooperation, you have my 
               gratitude.

     As he steps away he gestures to some kitchen workers.  They 
     tear open cases of schnapps and begin setting the bottles 
     out on the tables.

     INT.  BRINNLITZ FACTORY - DAY.

     Schindler strolls through his factory looking over the 
     shoulders of the workers, nodding his approval.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


     The place is in full operation, finally; the people, having 
     figured out the complicated Hilos, turning out shells by the 
     caseload.  Schindler pauses at one of the machines.

                           SCHINDLER (CONT'D)
               How’s it going?

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

                           SCHINDLER
               Good.

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

                           SCHINDLER (CONT'D)
               This isn’t right, is it?

     The worker kneels down, takes a look.  It looks right to 
     him.  Reaching over, Schindler changes the calibration of 
     the machine with an cavalier adjustment to a knob  and all 
     the gauge readings shift.

                           SCHINDLER (CONT'D)
               There.  That looks right.

     He wanders off.  The worker stares after him.  He’s just 
     screwed up settings that took weeks to get right.

     Schindler comes up to another worker, Levartov, the hinge-
     maker.  He’s at a machine buffing shells.

                           SCHINDLER (CONT'D)
               How’s it going, Rabbi?

                           LEVARTOV
               Good, sir.

     Schindler nods, watches him work, eventually glances away.

                           SCHINDLER
               Sun’s going down.

     Levartov, following Schindler’s gaze, nods uncertainly.

                           SCHINDLER (CONT'D)
               It is Friday, isn’t it?

                           LEVARTOV
               Is it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


                           SCHINDLER
               You should be preparing for the 
               Sabbath, shouldn’t you?  What are 
               you doing here?

     Levartov just stares.  It’s been years since he’s been 
     allowed, indeed inclined, to perform Sabbath rites.

                           SCHINDLER (CONT'D)
               I’ve got some wine in my office.  
               Why don’t we go over there, I’ll 
               give it to you.  Come on, let’s go.

     Schindler heads off.  The rabbi keeps staring.  Schindler 
     gestures back to him, offering casually

                           SCHINDLER (CONT'D)
               Come on.

     Levartov looks around.  Finally, he hangs up his goggles and 
     follows after Schindler.

     INT.  WORKERS BARRACKS - NIGHT.

     Under the shadow of a watchtower, among the roof-high tiers 
     of bunks strung with laundry, Levartov recites Kiddush over 
     a cup of wine to workers gathered around him.

     INT.  GUARDS BARRACKS - NIGHT.

     On their bunks, the guards relax with schnapps, cards and 
     magazines.  One of them becomes distracted by a distant sound.  
     Some of the others begin to hear it.

                           GUARD
               What is that?

     Conversations cease.  The barracks gradually becomes quiet, 
     silent, all the guards straining to hear.  It sounds like … 
     singing.  It sounds like Yiddish singing.

     EXT.  BRINNLITZ CAMP - SAME TIME - NIGHT.

     On a watchtower, a night sentry, unsure where it’s coming 
     from, listens to the distant singing.  It seems like it’s 
     emanating from the surrounding hills, from the trees.

     INT.  LIEPOLD’S QUARTERS - SAME TIME - NIGHT.

     At his small desk, Liepold is typing a letter, denouncing 
     Schindler most likely.  The pounding keys bury all other 
     sounds but when he pauses to reread what he’s typed, he hears 
     it, the singing, faint, far away.  He goes to his window, 
     peers out, listens for a moment more, then hears nothing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


     Only the night creatures.

     INT.  APATMENT BUILDING - BRINNLITZ - NIGHT.

     The door to an apartment opens from the inside revealing 
     Emilie Schindler.  She cooly considers the visitor on her 
     doorstep, her estranged husband, looking great as usual, 
     bottle of wine in his hand, smiling as if nothing is wrong 
     between them, as if nothing is wrong in the entire world.

     INT.  EMILIE’S APARTMENT - NIGHT.

     The two of them at the kitchen table in a modest apartment, 
     drinking, at least he is.  He’s trying to ask her something, 
     but he’s not sure how to put it, he wants to get it right.  
     Finally the words just tumble out

                           SCHINDLER
               I want you to come work for me.

     There, he’s said it.  But the bewildered look on Emilie’s 
     face wonders, That’s what was hard for you to say?

                           SCHINDLER (CONT'D)
               You don’t have to live with me, I 
               wouldn’t ask that.
                    (pause)
               It’s a nice place.  You’d like it.  
               It looks awful.  You get used to 
               that.

     She’s the only woman he’s even known who could make him 
     nervous just sitting across a table from him, saying nothing.

                           SCHINDLER (CONT'D)
               All right
                    (now he’ll be honest)
               We can spend time together that way.  
               We can see each other, see how it 
               goes without the strain of  whatever 
               you want to call it when a man, a 
               husband and a wife go out to dinner, 
               go have a drink, go to a party, you 
               know.  This way we’ll see each other 
               at work, there we are, same place, 
               we see how it goes…

     His voice trails off.  A shrug adds, What do you think?  She 
     doesn’t answer, but she does love him.  He loves her, too.  
     It really is a shame they’re not right for each other and 
     never will be.

     INT.  OFFICES - BRINNLITZ FACTORY - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


     Stern glances up from his work; Schindler and Emilie have 
     come in and are walking toward the accountant’s desk.  He 
     gets up.

                           SCHINDLER (CONT'D)
               Itzhak Stern, Emilie Schindler.  My 
               wife.

     Like the doormen and waiters of Cracow, Stern too never 
     imagined Schindler was married and has trouble hiding his 
     astonishment now.  He extends his hand to her.

                           STERN
               How do you do?

                           EMILIE
               How do you do?

                           STERN
               Stern is my accountant and friend.

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

                           SCHINDLER
               Emilie’s offered to work in the 
               clinic.  To … work there.

     He’s not sure what she’s going to do there, she’s not a nurse 
     or a doctor.

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

                           SCHINDLER
               Yes.

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

                           STERN
               It was a pleasure meeting you.

                           EMILIE
               Pleasure meeting you.

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

     INT.  MACHINE SHOP - BRINNLITZ FACTORY - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


     Schindler comes in carrying a radio.  He sets it down on a 
     bench where Pfefferberg’s working on the frame of a machine 
     motor with a blow torch.

                           SCHINDLER
               Can you fix it?

     The radio.

                           PFEFFERBERG
               What’s wrong with it?

                           SCHINDLER
               How should I know?  It’s broken.  
               See what you can do.

     He leaves.  Pfefferberg plugs it into an outlet and switches 
     it on.  It works perfectly.  A waltz.

     INT.  BARRACKS - BRINNLITZ CAMP - NIGHT.

     In a male barracks, a group of workers including Pfefferberg 
     huddle in a corner around the radio, straining to hear through 
     heavy static a broadcast by the BBC, the Voice of London, a 
     sketchy report of an Eastern offensive by Allied Russian 
     forces.

     INT.  CLINIC - BRINNLITZ CAMP - DAY.

     As a camp doctor attends to sufferers of dysentery, Schindler 
     and Emilie sort pairs of prescription glasses from a parcel, 
     shipped from Cracow.  Stern comes in.

                           STERN
               We need to talk.

                           SCHINDLER
               Stern.

     Schindler sifts through the glasses still in the box, comes 
     up with a particular pair and holds them proudly.  Not quite 
     sure what he’s seeing is real--

                           STERN
               They arrived.

                           SCHINDLER
               They arrived, can you believe it?

     Stern allows himself a smile, a rare thing for him.  Schindler 
     carefully slips the new glasses onto the accountant’s face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


     He looks around the clinic, Stern, eventually settling on 
     Emilie, crystal clear, standing near a picture on the wall 
     which, in other circumstances, he’d find less than reassuring: 
     Jesus, his heart exposed and in flames.

     INT.  CLINIC - LATER - DAY.

     In a quiet corner of the clinic, Schindler concentrates on 
     the disquieting news Stern has brought him:

                           STERN
               We’ve received a complaint from the 
               Armaments Board.  A very angry 
               complaint.  The artillery shells, 
               the tank shells, rocket casings  
               apparently all of them have failed 
               quality-control tests.

     Schindler nods soberly.  Then dismisses the problem with a 
     shrug.

                           SCHINDLER
               Well, that’s to be expected.  They 
               have to understand.  These are start-
               up problems.  This isn’t pots and 
               pans, this is a precise business.  
               I’ll write them a letter.

                           STERN
               They’re withholding payment.

                           SCHINDLER
               Well, sure.  So would I.  So would 
               you.  I wouldn’t worry about it.  
               We’ll get it right one of these days.

     But Stern is worried about it.

                           STERN
               There’s a rumor you’ve been going 
               around miscalibrating the machines.
                    (Schindler doesn’t 
                    deny it)
               I don’t think that’s a good idea.

                           SCHINDLER
                    (pause)
               No?

     Stern slowly shakes his head ‘no.’

                           STERN
               They could close us down.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


     Schindler eventually nods, in agreement it seems.

                           SCHINDLER
               All right.  Call around, find out 
               where we can buy shells and buy them.  
               We’ll pass them off as ours.

     Stern’s not sure he sees the logic.  Whether the shells are 
     manufactured here or elsewhere, they’ll still eventually 
     reach their intended destination, into the hearts and heads 
     of Germany’s enemies.

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

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

                           STERN
               You’ll lose money.  That’s one 
               difference.

                           SCHINDLER
               Fewer shells will be made.

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

                           SCHINDLER (CONT'D)
               Stern, if this factory ever produces 
               a shell that can actually be fired … 
               I’ll be very unhappy.

     INT.  BRINNLITZ FACTORY - DAY.

     A nineteen year old boy with his hands in the air stands 
     terrified before Commandant Liepold and the revolver he 
     wields.  Workers, trying to reduce the likelihood of getting 
     hit by a stray bullet when Liepold fires on the boy  which 
     seems a certainty  scramble out of the way.

                           SCHINDLER (O.S.) (CONT'D)
               Hey.

     Liepold swings the gun around at the voice, pointing it for 
     a moment at Schindler, who is striding toward him, then aims 
     the barrel back at the boy’s head, and yells

                           LIEPOLD
               Department W does not forbid my 
               presence on the factory floor.  That 
               is a lie.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


     He waves a document at Schindler, throws it at him.  Schindler 
     doesn’t bother picking it up.  Instead, pointing at the boy, 
     he yells to Liepold

                           SCHINDLER
               Shoot him.  Shoot him!

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

                           SCHINDLER (CONT'D)
               Shoot him without a hearing.  Come 
               on.

     His finger is on the trigger, Liepold is torn, frustrated, 
     hating the situation he has created.  As the moments without 
     a blast stretch out, both and Schindler begin to settle down.

                           LIEPOLD
               He sabotaged the machine.

     Schindler glances to the boy.  Then at the silent Hilo beside 
     him.  Part of it is blackened from an electrical fire.  To 
     the boy, concerned

                           SCHINDLER
               The machine’s broken?

     The boy, too terrified to speak, nods.

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

                           SCHINDLER
               But the machine.

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

                           SCHINDLER (CONT'D)
               The machine is under the authorization 
               of the Armaments Inspectorate.  I 
               will preside over the hearing.

     Liepold isn’t sure that’s correct, but he has no 
     documentation, at least not on him, to refute it.

     INT.  FACTORY - NIGHT.

     In the machine-tool section, a "judicial table" has been set 
     up.  At it sit Schindler, Liepold, two other SS officers, 
     and an attractive German girl, a stenographer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


     The "saboteur," the boy, Janek, stands before the court.

                           JANEK
               I’m unfamiliar with the Hilo machines.  
               I don’t know why I was assigned there.  
               Commandant Liepold was watching me 
               trying to figure it out.  I switched 
               it on and it blew up.  I didn’t do 
               anything.  All I did was turn it on.

     Gone tonight is Schindler’s usual shop-floor familiarity.  
     He studies the boy solemn-faced.

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

                           JANEK
               I’m a lathe operator.

     Schindler dismisses the defensive comment with a wave of his 
     hand and gets up.  He comes around and paces slowly before 
     the boy.  Eventually, Janek dares to speak again

                           JANEK (CONT'D)
               Sir?

     Schindler glances up at him distractedly.

                           JANEK (CONT'D)
               I did adjust the pressure controls.

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

                           SCHINDLER
               What?

                           JANEK
               I know that much about them.  Somebody 
               had set the pressure controls wrong.  
               I had to adjust--

     Schindler slams the back of his hand so hard across Janek’s 
     face, the boy almost falls.  He’s stunned.  So are the others 
     at the table.  They’ve never seen such violence from the 
     Direktor.  He roars--

                           SCHINDLER
               The stupidity of these people.  I 
               wish they were capable of sabotaging 
               a machine.

     Schindler’s hand comes up again and Janek recoils, expecting 
     another blow.  Schindler manages to hold it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           SCHINDLER (CONT'D)
               Get him out of my sight.

     A guard escorts the prisoner away.  The panel members glance 
     among themselves.  Is that it?  Schindler faces them and 
     groans in dismay.

     INT.  LIEPOLD’S QUARTERS - NIGHT.

     Liepold at his desk, typing again.  This time there is no 
     doubt he is composing a letter denouncing Schindler.

     INT.  HOUSE - BRINNLITZ - NIGHT.

     Schindler and Emilie, her arm in his, stand around like 
     unwanted guests at the party.  They probably are.  Him anyway.  
     The other guests include local politicians who fought and 
     failed to keep his camp out of Brinnlitz.  Whenever his glance 
     meets one of theirs, they smile tightly.

                           SCHINDLER (CONT'D)
                    (to Emilie)
               Isn’t this nice.

     It’s not at all nice.  He feels out of place, a feeling he’s 
     not accustomed to.  Fortunately, a man in uniform, someone 
     Schindler can relate to, approaches cheerfully, his hand 
     outstretched.

                           RASCH
               Oskar, good of you to come.

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

                           RASCH
               How do you do?

                           EMILIE
               You have a lovely home.

     It is nice.  Big.  The man lives well.

                           RASCH
               Thank you.

                           SCHINDLER
               I need a drink.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


                           SCHINDLER
                    (to Emilie)
               Wine?

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

                           RASCH
               Your husband’s a very generous man.

                           EMILIE
                    (wry)
               He’s always been.

     INT.  RASCH’S STUDY - LATER - NIGHT.

     Rasch and Schindler sharing cognac in the privacy of the 
     Police Chief’s study.  Beyond the closed doors, the party 
     continues, the sounds filtering in.

                           SCHINDLER
               I need guns.

     Rasch calmly nurses his drink, his eyes revealing nothing of 
     what’s going on behind them, except that the statement 
     requires some elaboration.

                           SCHINDLER (CONT'D)
               One of these days the Russians are 
               going to show up unannounced at my 
               gate.  I’d like the chance to defend 
               myself.  I’d like my wife to have 
               that chance.  My civilian engineers.  
               My secretary.

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

                           SCHINDLER
               It kind of looks that way.

                           RASCH
                    (blithely)
               Pistols?

                           SCHINDLER
               Pistols, rifles, carbines …
                    (long pause)
               I’d be grateful.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     Rasch smiles faintly.  Yes, he’s familiar, as are officials 
     throughout much of Europe, with the gratitude of Oskar 
     Schindler.

     INT.  MACHINE SHOP - BRINNLITZ CAMP - NIGHT.

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

                           SCHINDLER (CONT'D)
                    (calmly)
               Careful.

     Pfefferberg smiles, lowers the gun, kneels beside an open 
     crate of weapons: a couple of revolvers and rifles, an old 
     carbine.

     INT.  FACTORY - DAY.

     From high above the factory, Stern can be seen among the 
     machines talking with a worker.  The man points up and returns 
     to his work.

     Stern stares up, puzzled.  He locates a ladder that connects 
     the shop-floor to a series of overhead planks and, with 
     trepidation, climbs.

     He reaches a shaky landing high above the machines, navigates 
     the primitive catwalks with great care, comes to a large 
     water tank near the workshop ceiling.

                           SCHINDLER (CONT'D)
               Stern.

     Above the rim of the tank, amid rising steam, Schindler’s 
     head appears.  Then disappears.  Stern climbs a set of rungs 
     on the tank, reaches the top and finds inside, lolling in 
     the steaming water, Schindler and the blonde stenographer 
     from the trial.

                           STERN
               Excuse me.

     Neither Schindler nor the blonde seems the least bit 
     embarrassed.  Only Stern.  He tries hard to pretend the girl 
     isn’t there, but he just can’t.

                           STERN (CONT'D)
               I’ll talk to you later.

                           SCHINDLER
               No, no, what, what is it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


     Schindler floats over closer to him, waits for him to report 
     whatever it is he has come to report, leans closer.  Finally, 
     quietly

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

     Schindler thinks long and hard …

                           SCHINDLER
               No.

     Silence except for the gently lapping water.  Half-joking

                           SCHINDLER (CONT'D)
               Why, am I broke?

     Stern glances away, doesn’t answer, just stares off.  And a 
     slight, slight smile, a gambler’s philosophical smile upon 
     being purged of his wealth, appears on Schindler’s face.

     EXT.  RURAL BRINNLITZ - DAY.

     In the distance, a lone boxcar, stark against the winter 
     landscape.  There are patches of snow on the ground.  A cold 
     wind blows through bare trees.

                           SCHINDLER (V.O.) (CONT'D)
               Poldek.

     INT.  MACHINE SHOP - BRINNLITZ CAMP - DAY.

     Tight on Poldek Pfefferberg’s eyes behind a welder’s mask.  
     He turns from his work to the voice, welding torch in his 
     hand.

     EXT.  RURAL BRINNLITZ - DAY.

     The torch firing at ice as hard as metal, blue flame, white 
     steam.  Pfefferberg’s eyes behind the mask again, 
     concentrating.

     Around the abandoned boxcar, in the gruesome cold, stand 
     Schindler, Emilie, a doctor, some workers and some SS guards, 
     watching, waiting.

     Pfefferberg steps back.  Sledge hammers pound at locks.  
     Hands pull at levers.  The doors begin to slide.

     Out of darkness, from inside the boxcar as the doors slide 
     open, Schindler’s face is revealed, tight.  He stares for an 
     interminable moment before walking slowly away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


     Inside the boxcar is a tangle of limbs, a pyramid of corpses, 
     frozen white.

     From a distance, a tableau: the boxcar, the workers and guards 
     and Emilie outside it, Schindler, off to himself several 
     steps away, all of them still as statues.

     EXT.  CATHOLIC CEMETERY - OUTSIDE BRINNLITZ - DAY.

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

                           SCHINDLER
               It’s been suggested I cremate them 
               in my furnaces.  As a Catholic I 
               will not.  As a human being I will 
               not.

     The priest nods; he seems relatively empathic.  He offers an 
     alternative -

                           PRIEST
               There’s an area beyond the church 
               reserved for the burial of suicides.  
               Maybe I can convince the parish 
               council to allow them to be buried 
               there.

                           SCHINDLER
               These aren’t suicides.

     The priest knows that.  But he also knows that the provisions 
     of Canon Law regarding who can and cannot be buried in 
     consecrated ground are narrow.

                           SCHINDLER (CONT'D)
               These are victims of a great murder.

     INT.  BRINNLITZ FACTORY - DAY.

     In a corner of the factory, workers hammer at pine lumber.  
     They are building coffins.

     EXT.  BRINNLITZ FACTORY - DAY.

     As workers harness horses to carts, others hoist the coffins 
     into them.  Schindler is there, watching.  He glances up at 
     one of the guard towers, expecting, perhaps, to be felled by 
     a bullet.

     EXT.  BRINNLITZ FACTORY - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


     Beyond the wire, Rabbi Levartov leads the horse-drawn carts.  
     Around him walk a minyan  a quorum of ten males necessary 
     for the rite.  A few guards lag behind.

     INT.  BRINNLITZ FACTORY - SAME TIME - DAY.

     Work continues, but it’s apparent in their eyes they are 
     only physically here; in spirit they are all walking alongside 
     the carts, one great moral force.

     The roar of a machine suddenly, inexplicably, dies.  Then 
     another.  And another.  Schindler, standing at the main power 
     panel, pulls the last of the switches, and the factory plunges 
     into absolute silence.

     EXT.  CATHOLIC CEMETERY - DAY.

     Just beyond the perimeter of the Catholic cemetery, the minyan 
     quickly and quietly recites Kaddish over the dead as their 
     coffins are lowered into individual graves.

     Then, there is only a low breathing of wind.

     EXT.  BRINNLITZ CAMP - ANOTHER DAY.

     Amon Goeth, in civilian clothes, emerges from a car.  His 
     eyes, sallow from inadequate sleep, sweep across the fortified 
     compound with envy.  It’s a nice place Oskar’s got here.

     INT.  OFFICE - BRINNLITZ FACTORY - SAME TIME - DAY

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

                           STERN
               What’s he doing here?

     Schindler appears beside Stern, glances down.  he’s lost 
     weight, Goeth.  The old suit he wears seems too big for him.  
     Alone down there he seems disoriented.

                           SCHINDLER
               Probably looking for a handout.

     INT.  BRINNLITZ FACTORY - DAY.

     Workers glance up at a horrible apparition from the pit of 
     their foulest dreams  Amon Goeth crossing through the factory.

     Schindler, his arm around the killer’s shoulder as if he 
     were a long lost brother, leads him across the shop-floor, 
     proudly pointing out to him the huge thundering Hilo machines.

     INT.  OFFICES, BRINNLITZ FACTORY - DAY.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


     Schindler takes an old suitcase from his office closet, sets 
     it on his desk, snaps it open revealing clothes, Goeth’s 
     uniforms, his medals.  The ex-Oberstrumfuhrer touches the 
     fabric gently, then glances up gratefully to his friend.

                           GOETH
               Thank you.

     INT.  OUTER OFFICES - BRINNLITZ FACTORY - DAY.

     Beyond the frosted glass of Schindler’s office door, Stern 
     can see the wavering forms of the two Nazi Party members 
     sharing cognac and stories.

     INT.  BRINNLITZ FACTORY - DAY.

     Warmed by cognac and friendship, Goeth comes through the 
     factory again carrying the suitcase, Schindler at his side, 
     steering him to some degree.

     Goeth’s hand comes up to his cheek as if to brush away a 
     bothersome fly.  But it isn’t a fly.  One of the workers has 
     spit on him.  He turns in disbelief.

     Silence as his hand drops to his side, to the holster he 
     forgets isn’t there.  he glances around for SS guards … who 
     aren’t there.  He looks to Schindler, thoroughly confused, 
     and whispers--

                           GOETH (CONT'D)
               Where are the guards?

                           SCHINDLER
               The guards aren’t allowed on the 
               factory floor.  They make my workers 
               nervous.

     Goeth stares at him bewildered.  Then again at the worker 
     who spit.  Then at other workers, the resolve in their eyes.  
     They know he has no power here, and sense he has no power 
     anywhere.  His own eyes drift to a woman with yarn in her 
     lap, knitting needles in her hands.  Is this a dream?

                           SCHINDLER (CONT'D)
               I’ll discipline him later.

     Schindler good-naturedly throws an arm around Goeth’s shoulder 
     and leads him away.  The workers watch as the two Germans 
     disappear out the factory doors.

     INT.  GUARDS’ BARRACKS - EVENING.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


     A guard slowly turns the dial of a radio, finding and losing 
     in static several different voices in several languages, 
     none of them lasting more than a moment.

     Depression hangs over the barracks.  Most of the guards are 
     straining to hear the news they’ve been fearing for some 
     time now, some on their bunks just staring, one at a window 
     peering out at the black face of a forest as if expecting, 
     at any moment, to see Russian or American troops appear.

     INT.  WORKER’S BARRACKS - SAME TIME - EVENING.

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

     INT.  LIEPOLD’S QUARTERS - SAME TIME - EVENING.

     Schindler on Liepold’s doorstep.  The two men considering 
     each other across the threshold.  Radio static filters out 
     from Liepold’s room.  The word "Eisenhower" cuts through 
     before the speaker’s voice is buried again.

                           SCHINDLER (CONT'D)
               It’s time the guards came into the 
               factory.

     He turns and walks away.

     INT.  BRINNLITZ FACTORY - NIGHT.

     All twelve hundred workers and all the guards are gathered 
     for the first time on the factory floor.  Tension and 
     uncertainty surround them.  It’s ominously quiet.  Then

                           SCHINDLER (CONT'D)
               The unconditional surrender of Germany 
               has just been announced.  At midnight 
               tonight the war is over.

     It is not his intention to elicit celebration.  Indeed, his 
     words, echoing and fading in the factory, echo the doubts 
     they all feel.

                           SCHINDLER (CONT'D)
               Tomorrow, you’ll begin the process 
               of looking for survivors of your 
               families.  In many cases you won’t 
               find them.  After six long years of 
               murder, victims are being mourned 
               throughout the world.

     Not by Untersturmfuhrer Liepold.  He stands with his men, 
     dying to lift his rifle and fire.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


                           SCHINDLER (CONT'D)
               We’ve survived.  Some of you have 
               come up to me and thanked me.  Thank 
               yourselves.  Thank your fearless 
               Stern, and others among you, who, 
               worrying about you, have faced death 
               every moment.
                    (glancing away)
               Thank you.

     He’s looking at the guards, thanking them, which thoroughly 
     confuses the workers.  Just when they thought they knew where 
     his sentiments lay, he’s thanking guards.

                           SCHINDLER (CONT'D)
               You’ve shown extraordinary discipline.  
               You’ve behaved humanely here.  You 
               should be proud.

     Or is he attempting to adjust reality, to destroy the SS as 
     combatants, to alter the self-image of both the guards and 
     the prisoners?  Moving across the SS men’s faces, they remain 
     inscrutable.  Schindler turns his attention back to the 
     workers, and, not at all like a confession, but rather like 
     simple statements of fact:

                           SCHINDLER (CONT'D)
               I’m a member of the Nazi party.  I’m 
               a munitions manufacturer.  I’m a 
               profiteer of slave labor, I’m a 
               criminal.  At midnight, you will be 
               free and I will be hunted.
                    (pause)
               I’ll remain with you until five 
               minutes after midnight.  After which 
               time, and I hope you’ll forgive me, 
               I have to flee.

     That worries the workers.  Whenever he leaves, something 
     terrible always seems to happen.

                           SCHINDLER (CONT'D)
               In memory of the countless victims 
               among your people, I ask us to observe 
               three minutes of silence.

     In the quiet, in the silence, drifting slowly across the 
     faces of the workers  the elderly, the lame, teenagers, wives 
     beside husbands, children beside their parents, families 
     together  it becomes clear, if it wasn’t before, that both 
     as a prison and a manufacturing enterprise, the Brinnlitz 
     camp has been one long sustained confidence game.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


     Schindler has never stood still so long in his life.  He 
     does now, though, framed by his giant Hilo machines, silent 
     at the close of the noisiest of wars, his head bowed, mourning 
     the many dead.

     When he finally does look up he sees that he is the last to 
     do so.  The faces, few of which he recognizes, are all looking 
     at him.  He turns to speak to the guards along the wall again.

                           SCHINDLER (CONT'D)
               I know you’ve received orders from 
               our Commandant  which he has received 
               from his superiors  to dispose of 
               the population of this camp.

     Apprehension spreads across the factory like a wave.  
     Pfefferberg tightens his grip on the pistol under his coat.  
     His ragtag irregulars do the same, the rest of their ersatz 
     "arsenal" concealed behind a machine. To the guards:

                           SCHINDLER (CONT'D)
               Now would be the time to do it.  
               They’re all here.  This is your 
               opportunity.

     The guards hold their weapons, as they have from the moment 
     they arrived here tonight, at attention, waiting it seems, 
     to be given the official order from their Commander, Liepold, 
     who appears ready to give it.

                           SCHINDLER (CONT'D)
               Or …
                    (he shrugs)
               … you could leave.  And return to 
               your families as men instead of 
               murderers.

     Long, long silence.  Finally, one of the guards slowly lowers 
     his rifle, breaks ranks and walks away.  Then another.  And 
     another.  And another.  Another.

     When the last is gone, the workers consider Liepold.  He 
     appears more an oddity than a threat.  He is more an oddity 
     than a threat.  And he knows it. He turns and leaves.

     EXT.  BRINNLITZ CAMP - NIGHT.

     A watchtower.  Abandoned.  The perimeter wire.  No sentries.  
     The guard barracks.  Deserted.  The SS is long gone.

     EXT.  COURTYARD - BRINNLITZ CAMP - NIGHT.

     Schindler and Emilie emerge from his quarters, each carrying 
     a small suitcase.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


     In the dark, some distance away from his Mercedes, stand all 
     twelve hundred workers.  As Schindler and his wife cross the 
     courtyard to the car, Stern and Levartov approach.  The rabbi 
     hands him some papers.

                           LEVARTOV
               We’ve written a letter trying to 
               explain things.  In case you’re 
               captured.  Every workers has signed 
               it.

     Schindler sees a list of signatures beginning below the 
     typewritten text and continuing for several pages.  He pockets 
     it, this new list of names.

                           SCHINDLER
               Thank you.

     Stern steps forward and places a ring in Schindler’s hand.  
     It’s a gold band, like a wedding ring.  Schindler notices an 
     inscription inside it.

                           STERN
               It’s Hebrew.  It says, ‘Whoever saves 
               one life, saves the world.’

     Schindler slips the ring onto a finger, admires it a moment, 
     nods his thanks, then seems to withdraw.

                           SCHINDLER
                    (to himself)
               I could’ve got more out …

     Stern isn’t sure he heard right.  Schindler steps away from 
     him, from his wife, from the car, from the workers.

                           SCHINDLER (CONT'D)
                    (to himself)
               I could’ve got more … if I’d just … 
               I don’t know, if I’d just … I could’ve 
               got more…

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

     He can’t.

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

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


                           STERN
               There will be generations because of 
               what you did.

                           SCHINDLER
               I didn’t do enough.

                           STERN
               You did so much.

     Schindler starts to lose it, the tears coming.  Stern, too.  
     The look on Schindler’s face as his eyes sweep across the 
     faces of the workers is one of apology, begging them to 
     forgive him for not doing more.

                           SCHINDLER
               This car.  Goeth would’ve bought 
               this car.  Why did I keep the car?  
               Ten people, right there, ten more I 
               could’ve got.
                    (looking around)
               This pin--

     He rips the elaborate Hakenkreus, the swastika, from his 
     lapel and holds it out to Stern pathetically.

                           SCHINDLER (CONT'D)
               Two people.  This is gold.  Two more 
               people.A He would’ve given me two 
               for it.  At least one.  He would’ve 
               given me one.  One more.  One more 
               person.  A person, Stern.  For this.  
               One more.  I could’ve gotten one 
               more person I didn’t.

     He completely breaks down, weeping convulsively, the emotion 
     he’s been holding in for years spilling out, the guilt 
     consuming him.

                           SCHINDLER (CONT'D)
               They killed so many people …
                    (Stern, weeping too, 
                    embraces him)
               They killed so many people …

     From above, from a watchtower, Stern can be seen down below, 
     trying to comfort Schindler.  Eventually, they separate, and 
     Schindler and Emilie climb into the Mercedes.  It slowly 
     pulls out through the gates of the camp.  And drives away.

     EXT.  BRINNLITZ - NIGHT.

     A panzer emerges from the treeline well beyond the wire of 
     the camp and just sits there growling like a beast.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


     Suddenly it fires a shell at nothing in particular, at the 
     night  an exhibition of random spite  then turns around and 
     rolls back into the forest.

     EXT.  BRINNLITZ CAMP - SAME TIME - NIGHT.

     From a watchtower, a couple of workers, having witnessed the 
     tank’s display of impotent might, can make little sense of 
     it.  Below, many of the workers mill around the yard, waiting 
     to be liberated.  No one seems to know what else to do.

     EXT.  BRINNLITZ - DAY.

     Some Czech partisans emerge from the forest.  They come down 
     the hill and casually approach the camp.  Reaching the wire, 
     they’re met by Pfefferberg and some other workers, rifles 
     slung over their shoulders.  Through the fence

                           PARTISAN
               It’s all over.

                           PFEFFERBERG
               We know.

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

                           PFEFFERBERG
               When the Russians arrive.  Until 
               then we’re staying here.

     The partisan shrugs, Suit yourself, and wanders back toward 
     the trees with his friends.

     EXT.  BRINNLITZ CAMP - NIGHT.

     Five headlights appear out of the night, five motorcycles 
     marked with the SS Death’s-head insignia.  They turn onto 
     the road leading to the camp gate and park, the riders 
     shutting off the engines.

                           SS NCO
               Hello?

     Shapes materialize out of the darkness within the camp.  
     Several armed and dangerous Jews.

     EXT.  BRINNLITZ CAMP - LATER - NIGHT.

     As the cyclists fill their tanks with gasoline borrowed from 
     the camp, the workers keep their rifles pointed at them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


     The NCO in charge lines the gas cans neatly back up against 
     the wire.

                           NCO IN CHARGE
               Thank you very much.

     He climbs onto his motorcycle.  The others climb onto theirs.  
     And drive away.

     EXT.  BRINNLITZ CAMP - DAWN.

     A lone Russian officer on horseback, tattered coat, rope for 
     reins, emerges from the forest.  As he draws nearer, it 
     becomes apparent to the workers assembling on the camp yard, 
     that the horse is a mere pony, the Russian’s feet in stirrups 
     nearly touching the ground beneath the animal’s skinny 
     abdomen.

     He reaches the camp, climbs easily down from the horse and, 
     in a loud voice, addresses the hundreds of workers standing 
     at the fence:

                           RUSSIAN
               You have been liberated by the Soviet 
               Army.

     This is it?  This one man?  The workers wait for him to say 
     more.  He waits for them to move, to leave, to go home.  
     Finally

                           RUSSIAN (CONT'D)
               What’s wrong?

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

                           WORKER
               Have you been in Poland?

                           RUSSIAN
               I just came from Poland.

                           WORKER
               Are there any Jews left?

     The Russian has to think.  Eventually he shrugs, ‘no,’ not 
     that he saw, and climbs back onto his pony to leave.

                           WORKER (CONT'D)
               Where should we go?

                           RUSSIAN
               I don’t know.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


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

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

                           WORKER
               We could use some food.

     The Russian looks confused, glances off.  The quiet hamlet 
     of Brinnlitz sits there against the mountains not half a 
     mile away.

                           RUSSIAN
               Isn’t that a town over there?

     Of course it is.  But the idea that they could simply walk 
     over there is completely foreign to them.  The Russian rides 
     away.

     EXT.  BRINNLITZ - DAY.

     All twelve hundred of them, a great moving crowd coming 
     forward, crosses the land laying between the camp, behind 
     them,, and the town, in front of them.

     Tight on the FACE of one of the MEN.

     Tight on TYPEWRITER KEYS rapping his NAME.

     Tight on A PEN scratching out the words, "METAL POLISHER" on 
     a form.

     Tight on the KEYS typing, "TEACHER."

     Tight on his FACE in the crowd.

     Tight on the face of a woman in the moving crowd.  The keys 
     typing her name.  The pen scratching out "LATHE OPERATOR."  
     The keys typing "PHYSICIAN."  Tight on her face.

     Tight on a man’s face.  His name.  Pen scratching out 
     "ELECTRICIAN."  Keys typing "MUSICIAN."  His face.

     A woman’s face.  Name.  Pen scratching out "MACHINIST."  
     Keys typing "MERCHANT."  Face.

     "CARPENTER."  Face.  "SECRETARY."  Face.  "DRAFTSMAN."  Face.  
     "PAINTER."  Face.  "JOURNALIST."  Face.  "NURSE."  Face.  
     "JUDGE."  Face.  Face.  Face.  Face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


     HARD CUT TO:

     EXT.  FRANKFURT - DUSK (1955).

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

     INT.  APARTMENT BUILDING - DUSK.

     The door to a modest apartment opens revealing Oskar 
     Schindler.  The elegant clothes are gone but the familiar 
     smile remains.

                           SCHINDLER
               Hey, how you doing?

     It’s Poldek Pfefferberg out in the hall.

                           PFEFFERBERG
               Good.  How’s it going?

                           SCHINDLER
               Things are great, things are great.

     Things don’t look so great.  Schindler isn’t penniless, but 
     he’s not far from it, living alone in the one room behind 
     him.

                           PFEFFERBERG
               What are you doing?

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

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

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

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

                           SCHINDLER
               Yeah?  Yeah, that’d be nice, let me 
               get my coat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


     Pfefferberg waits out in the hall as Schindler disappears 
     inside for a minute.  The legend below appears:

     AMON GOETH WAS ARRESTED AGAIN, WHILE A PATIENT IN AN 
     SANITARIUM AT BAD TOLZ.

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

     Schindler reappears wearing a coat, steps out into the hall, 
     forgets something, turns around and goes back in.

     OSKAR SCHINDLER FAILED AT SEVERAL BUSINESSES, AND MARRIAGE, 
     AFTER THE WAR.  IN 1958, HE WAS DECLARED A RIGHTEOUS PERSON 
     BY THE COUNCIL OF THE YAD VASHEM IN JERUSALEM, AND INVITED 
     TO PLANT A TREE IN THE AVENUE OF THE RIGHTEOUS.

     IT GROWS THERE STILL.

     He comes back out with a nice bottle of wine in his hand, 
     and, as he and Pfefferberg disappeaer down the stairs together

                           SCHINDLER’S VOICE
               Mila’s good?

                           PFEFFERBERG’S VOICE
               She’s good.

                           SCHINDLER’S VOICE
               Kids are good?  Let’s stop at a store 
               on the way so I can buy them 
               something.

                           PFEFFERBERG’S VOICE
               They don’t need anything.  They just 
               want to see you.

                           SCHINDLER’S VOICE
               Yeah, I know.  I’d like to pick up 
               something for them.  It’ll only take 
               a minute.

     Their voices face.  Against the empty hallway appears a faint 
     trace of the image of the factory workers, through the wire, 
     walking away from the Brinnlitz camp.  And the legend:

     THERE ARE FEWER THAN FIVE THOUSAND JEWS LEFT ALIVE IN POLAND 
     TODAY.

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