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All The King's Men Movie Script

Writer(s) : Robert Rossen

Genres : Drama

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                                    ALL THE KING'S MEN


                                        Written by

                                      Robert Rossen


                                  Based on the novel by

                                    Robert Penn Warren



                                      SHOOTING DRAFT

                                           1949

                

               Interior: Jack Burden's Desk, The Chronicle, Day

               Jack Burden is looking over the morning edition of "The 
               Chronicle." He reads the society page. A man enters and leans 
               across his desk.

                                     MAN
                         Burden! Jack Burden! The boss wants 
                         to see you.

               He folds his paper, rises, and walks by the presses into 
               Madison's office.

               Interior: Madison's Office, Day

               Madison, the city editor, is correcting copy at his desk.

                                     MADISON
                         Hey, Jack, ever hear of a fellow 
                         called Willie Stark?

                                     JACK
                         No. Who'd he shoot?

                                     MADISON
                         Oh, county... uh... treasurer, or 
                         something like that.

                                     JACK
                         What's so special about him?

                                     MADISON
                         They say he's an honest man. What I 
                         want you to do is to hop into your 
                         car...

                                     JACK
                         Why, you promised me a vacation.

                                     MADISON
                         Well, that can wait.

                                     JACK
                         Yeah... but there's a... a girl I 
                         know.

               He opens his newspaper to the society page and shows Madison 
               a photograph of Anne Stanton.

                                     MADISON
                         Oh... Well, she can wait too.

               Jack takes the paper back and looks at it.

                                     JACK
                         The question is... can I?

                                     MADISON
                         The answer is... get up there.

                                     JACK
                         Right.
                              (starts to go)
                         Oh... uh... what did you say his 
                         name was?

                                     MADISON
                         Who?

                                     JACK
                         The fellow's name.

                                     MADISON
                         Oh, the... uh... Stark... Willie 
                         Stark.

               Madison goes on with his work.

                                     JACK
                              (as he leaves)
                         Willie Stark...

                                                               DISSOLVE TO:

               Exterior: Kanoma City, Day

               As Jack Burden's jalopy pulls up before the Kanoma County 
               Courthouse of this back-country, one-street small town.

                                     JACK
                              (voice over)
                         I found him in Kanoma City. A typical, 
                         hot, dusty, backwoods county seat.

               He gets out of the car, and notices a crowd of people gathered 
               around a platform in the town square. As he walks over the 
               begins to hear the words that Willie Stark is speaking.

                                     WILLIE
                         ...to lie to them in order to line 
                         their own dirty pockets with the 
                         taxpayers' money. When have the 
                         citizens of Kanoma County ever 
                         witnessed a campaign like this? Why 
                         is the opposition so anxious to defeat 
                         me? Why have they used every dirty 
                         method known to make sure I'm not 
                         elected county treasurer? Well, I'll 
                         tell you why...

               A man in shirt sleeves and suspenders, Tiny Duffy, comes out 
               of the local poolroom, listens for a moment to Willie's 
               speech, and signals to two uniformed men to go over and break 
               up the gathering.

               Jack Burden stands close to the platform, next to Willie's 
               son, Tom, who waits patiently to distribute handbills.

                                     WILLIE
                         ...Because they're afraid of the 
                         truth... and the truth is this. 
                         They're trying to steal your money. 
                         Yeah, I said steal. The county 
                         commissioners rejected the bid on 
                         the schoolhouse. Why? Well, they'll 
                         tell you their reason is the job 
                         will be done better. The county 
                         commissioners would have you believe 
                         that they're interested in public 
                         welfare. They're interested in 
                         welfare, sure. But it's their own. 
                         Let's look at the reason in the light 
                         of the facts and the figures. That 
                         brick factory is owned by one of the 
                         commissioners. That same brick factory 
                         uses convict labor.

               The sheriff and his deputy push through the crowd.

                                     SHERIFF
                         Sorry, Willie, you'll have to move 
                         on.

                                     WILLIE
                         Why?

                                     SHERIFF
                         City Ordinance Number One-Oh-Five: 
                         more than five people congregating 
                         is disturbing the peace.

                                     WILLIE
                              (ignores him)
                         If you folks'll be so kind as to 
                         read these handbills, my boy will 
                         pass them out among you.

                                     SHERIFF
                         There's an ordinance against that 
                         too.

                                     WILLIE
                              (his face grim)
                         Pass 'em out, Tom.

               The sheriff pushes Tom back, grabbing the handbills out of 
               his hand. Willie jumps down off the platform.

                                     WILLIE
                         Let him alone!

               The sheriff collars Willie, then notices Jack on the platform 
               snapping a picture.

                                     SHERIFF
                              (to deputy)
                         Get that camera! Willie, you're under 
                         arrest.

               He takes Willie by the arm and leads him away. The crowd 
               follows them to the courthouse. Tiny Duffy wipes the sweat 
               off his neck and goes back into the poolroom.

                                                               DISSOLVE TO:

               Interior: Kanoma City Poolroom, Day

               Two of Duffy's men, Pillsbury and a local commissioner, are 
               playing pool as Jack enters.

                                     JACK
                         Where can I find Tiny Duffy?

                                     PILLSBURY
                         Right over there, mister.

               He walks over to Duffy. Some townspeople, who followed him 
               there, gather around him to listen.

                                     JACK
                         Uh, they told me I could get my camera 
                         back here.

                                     DUFFY
                         Who told you that?

                                     JACK
                         People. Can I?

                                     DUFFY
                         You the reporter that's been snoopin' 
                         around town?

                                     JACK
                         Are you Tiny Duffy?

                                     DUFFY
                         What paper?

                                     JACK
                         Chronicle.

                                     DUFFY
                         You sure come a long way to stick 
                         your nose into other people's 
                         business.

                                     JACK
                         That's true... Only my boss on the 
                         paper can't see it that way.

                                     DUFFY
                         It ain't any of his business either.

                                     JACK
                         Whose business is it?

                                     PILLSBURY
                         Them as is tendin' to it. County 
                         commissioners that the voters of 
                         Kanoma County elected to tend to 
                         their business and not take no buttin' 
                         in from nobody.

                                     JACK
                         You a commissioner?

                                     PILLSBURY
                         Yeah. Name's Pillsbury. Dolph 
                         Pillsbury.

                                     2ND COMMISSIONER
                         Me too. I'm a commissioner too.

                                     JACK
                         Who isn't a commissioner?

                                     DUFFY
                         He's the head man.

                                     JACK
                              (to Pillsbury)
                         Then you're in a position to know 
                         where --

                                     DUFFY
                         He's in a position to know nothin'. 
                         And to say nothin'.

                                     JACK
                         I thought you said he was head man?

                                     DUFFY
                              (smiling)
                         He uses my head.

                                     PILLSBURY
                              (laughing loudly)
                         Oh, Tiny, you're a card... Ain't he 
                         a card? Yeah, he's a card... Now, 
                         who thought up those city ordinances 
                         about arresting someone for making a 
                         speech?

                                     DUFFY
                         Who's arrested? Nobody's been 
                         arrested.
                              (looks toward the 
                              door)
                         Hi, Willie.

               Willie enters, accompanied by the sheriff and his deputy. 
               The others in the room, including Sugar Boy in his bartender's 
               apron, step aside to let him pass through.

                                     PILLSBURY
                         Hi, Willie.

                                     DUFFY
                              (to Sheriff)
                         Did you apologize to Willie?

                                     SHERIFF
                              (mumbles)
                         Yeah, I apologized to Willie.

                                     DUFFY
                         Did you give him his handbills back?

                                     SHERIFF
                         Yeah, I gave 'em back.

                                     DUFFY
                         Give him back his flag and his bag 
                         and...
                              (points to Jack)
                         give this man his camera.

                                     WILLIE
                         I'm going to be on that same street 
                         corner tomorrow, Mr. Duffy.

                                     DUFFY
                         You go right ahead, Willie. We all 
                         believe in free speech. We got to... 
                         it's in the Constitution.

                                     WILLIE
                         My boy is out distributing those 
                         handbills now.

                                     DUFFY
                         It's a free country, Willie. If you 
                         can convince the people to vote for 
                         you... you go right ahead.

                                     WILLIE
                         What did you want to see me about, 
                         Mr. Duffy?

                                     DUFFY
                         I wanted you to meet a fella came 
                         all the way up from the state capital 
                         to meet you. A reporter. Wants to 
                         write you up... maybe put your picture 
                         in the paper.

                                     WILLIE
                              (turns to Jack)
                         I'm happy to know you, sir.

                                     JACK
                         Burden's my name... Jack Burden. Can 
                         we go somewhere where we can talk?

                                     DUFFY
                         Now that ain't polite. Don't you 
                         want to hear both sides of the story?

               Jack examines the camera that has just been returned to him.

                                     JACK
                         I know your side.
                              (finds the plate 
                              missing)
                         What happened to the plate your men 
                         took from my camera?

                                     DUFFY
                         Must have dropped out. Oh, come on, 
                         fellas, let's relax. It's a hot day... 
                         Hey, Sugar Boy...

                                     SUGAR BOY
                         Yeah?

                                     DUFFY
                         Bring some cold beer for the boys.

                                     WILLIE
                         None for me, thank you kindly.

                                     PILLSBURY
                         Now you know Willie don't drink, 
                         Tiny. His wife don't favor drinking. 
                         And Willie's the teacher's pet, ain't 
                         you, Willie?

                                     WILLIE
                         I'll have some orange pop if you 
                         don't mind.

               Duffy roars with laughter.

                                     DUFFY
                         Orange pop! All right, Sugar Boy. 
                         Bring him some orange pop.

                                     SUGAR BOY
                              (stutters)
                         Th-th-the p-p-pop's s-s-sold out.

                                     DUFFY
                         Did you hear that, boys? The p-p-
                         pop's s-s-sold out.

               They all laugh.

                                     PILLSBURY
                         Now ain't he a card?

                                     WILLIE
                              (his face hard)
                         He stutters, Mr. Duffy, but you... 
                         you don't say anything.
                              (to Jack)
                         Let's go, mister.

               They turn and go out.

                                                               DISSOLVE TO:

               Exterior: Dirt Road, Day

               Jack is driving Willie home to his farmhouse. They pass a 
               farmer and his family walking by the side of the road. Willie 
               smiles and waves to them.

               Exterior: Stark Farmhouse, Day

               As the car pulls into the drive we see Pa Stark in his rocking 
               chair on the porch, and Lucy, who stands at the top of the 
               steps, waiting to welcome Willie.

                                     WILLIE
                              (as they go up the 
                              steps)
                         This is my wife, Lucy, Mr. Burden.

                                     JACK AND LUCY
                         How do you do?

                                     WILLIE
                         That's my pa.

               Jack reaches out to shake his hand.

                                                               DISSOLVE TO:

               Interior: Stark Farmhouse, Night

               Willie finishes chewing his food, pats his mouth with a 
               napkin, and pushes his plate back.

                                     WILLIE
                         Now we'll talk.

               Camera pulls back to include Jack, Lucy, and Pa, all seated 
               around the dinner table.

                                     JACK
                         You've been talking for a long time, 
                         Mr. Stark.

                                     PAPPY
                         Willie's got a lot to say.

                                     LUCY
                         You sleepy, Pappy? You want to have 
                         a nap?

                                     PAPPY
                         No, I want to hear it.

               Lucy gets up and turns on a light in the kitchen.

                                     LUCY
                         I'm worried about Tom. It's getting 
                         dark. He should have been home.

                                     WILLIE
                         He's a strong boy. Don't worry about 
                         him. He can take care of himself.

                                     JACK
                         How old is the boy?

                                     WILLIE
                         Fifteen.

                                     JACK
                         How long have you been married?

                                     WILLIE
                         Nine years.

               Willie grins at Jack's look of surprise. Lucy comes back 
               into the room.

                                     LUCY
                              (laughs)
                         He was a neighbor's boy. They were 
                         poor folks. Both died. I couldn't 
                         have any children, so... He's a good 
                         boy.

                                     WILLIE
                         Oh, he's the best. I couldn't love 
                         him any more if he was my own flesh 
                         and blood.

                                     JACK
                              (to Lucy)
                         And now you, Mrs. Stark?

                                     LUCY
                         Oh, there isn't very much to tell 
                         about me.

                                     JACK
                         How did you meet?

                                     LUCY
                         I was teaching school and one day a 
                         pupil walked in. It was Willie. I 
                         couldn't have a grown man in the 
                         class and Willie wanted to learn so 
                         badly... so I married him.

                                     JACK
                         Is that the only reason?

                                     LUCY
                              (pressing Willie's 
                              arm)
                         Except that I loved him.

                                     WILLIE
                         Get the coffee, Lucy.

               She goes back into the kitchen.

                                     JACK
                         When did they fire you, Mrs. Stark?

                                     LUCY
                              (as she serves the 
                              coffee)
                         A couple of weeks ago. I'd been 
                         teaching for a long time and nobody 
                         ever said I wasn't all right. But I 
                         don't care. I don't want to teach in 
                         a schoolhouse that they built just 
                         so somebody can steal some money. 
                         And Willie doesn't want to be 
                         Treasurer, either, if he has to 
                         associate with those dishonest people.

                                     WILLIE
                              (glumly)
                         I'm going to run. They can't keep me 
                         from running.

                                     JACK
                         If you don't mind the truth, Mr. 
                         Stark, you haven't much of a chance.

                                     WILLIE
                         I'm going to run. They're not going 
                         to kick me around like I was dirt.

                                     LUCY
                         I don't care if Willie loses... just 
                         so he gets the truth to the people. 
                         Isn't that true, Willie?

               Willie is silent. Jack looks at him.

                                     LUCY
                         Isn't it, Willie?

                                     WILLIE
                         Hmmm?... Yeah, yeah, sure, that's 
                         right.

                                     LUCY
                         Well, if you lose you can give a 
                         little more time to studying your 
                         law books.

                                     JACK
                         Oh, you studying law too?

                                     WILLIE
                         By myself, at night.

                                     PAPPY
                         Willie's a smart boy.

                                     WILLIE
                         If I ever find the time I'm going to 
                         take a course at the university.

               The door opens slowly and Tom comes in from the porch. His 
               clothes are torn and his face is dirty and bloody. He still 
               carries some of the handbills. They rise to their feet and 
               cluster around him.

                                     LUCY
                         What happened, Tommy boy? What's the 
                         matter?

                                     TOM
                              (head down, muttering)
                         I gave out the handbills, Pa.

                                     WILLIE
                         Speak up. Speak up.

                                     LUCY
                         Let him tell it his own way. Go on, 
                         Tommy.

                                     TOM
                         This time they were waiting for me. 
                         They took them away from me. Threw 
                         them in the dirt and beat me up. I 
                         brought some of them back.

                                     WILLIE
                              (pats him on the back)
                         Good boy. Have you eaten yet, Tom?

                                     LUCY
                         Let him wash up first.

               As Tom and Pappy go into the other room, a rock comes crashing 
               through the front window, shattering the glass. Willie, his 
               face filled with anger, throws open the door and stalks out 
               onto the porch. Jack stands at the door, watching Willie 
               shout into the darkness around him.

                                     WILLIE
                         I'm going to run... and you're not 
                         going to stop me. I'm gonna run even 
                         if I don't get a single vote.

                                                                   FADE OUT

               FADE IN:

               Interior: Jack Burden's Desk, Day

               Jack's fingers type out a story, the last line of which reads 
               "an honest man with courage." He pulls the sheet out and 
               hands it to Madison.

                                     JACK
                         Here you are... the last of the Willie 
                         Stark articles. Now can I go?

                                     MADISON
                         Yes. You've earned your vacation. 
                         You've been writing these like you 
                         really mean them.

               Jack rises and walks toward the door.

                                     JACK
                         I do.

                                                               DISSOLVE TO:

               Exterior: Ferry To Burden's Landing, Day

               Jack's car is ferried across the bay to the slip of Burden's 
               Landing.

                                     JACK
                              (voice over)
                         I hadn't been home in a long time. 
                         Only a hundred and thirty miles from 
                         Kanoma City. It was separated from 
                         the mainland by a body of water. For 
                         the first time I wondered if it wasn't 
                         separated by more than that.

                                                               DISSOLVE TO:

               Exterior: Mrs. Burden's Home, Day

               As Jack arrives, Mrs. Burden and her husband, McEvoy, are 
               seated at a lawn table near the boat landing.

                                     JACK
                         Hello, Mother.

               She runs forward to meet him.

                                     MRS. BURDEN
                         Floyd, Jack's home. Oh, he looks 
                         fine... doesn't he look fine?
                              (to Jack, coquettishly)
                         How do I look, Jackie boy?

                                     JACK
                         You look beautiful, Mother.

                                     MRS. BURDEN
                         I've got so many things planned for 
                         you... parties and... it'll be just 
                         like old times. But first, let's 
                         have a drink.

                                     MCEVOY
                         Can't that wait until this evening?

               She goes ahead and pours the drinks.

                                     MRS. BURDEN
                         Floyd... honey... my son's home.

                                     MCEVOY
                         How long do you plan on staying?

                                     JACK
                              (coldly)
                         Two or three weeks. If that's all 
                         right with you.

                                     MRS. BURDEN
                         I'm sure your father would be --

                                     JACK
                         Stepfather, Mother.

                                     MRS. BURDEN
                              (reproachfully)
                         Now, Jackie... here we all are. Floyd, 
                         Jackie, myself.
                              (raises her glass for 
                              a toast)
                         To the best time we've ever had 
                         together.

                                     JACK
                         Yes, Mother.

               They drink. Mrs. Burden gulps hers down avidly. Jack looks 
               at her and then at McEvoy.

                                     JACK
                         Excuse me... I...

               He turns and walks back toward the shore. He boards a small 
               motorboat and heads toward a house that can be seen across 
               the water.

                                                               DISSOLVE TO:

               Exterior: Stanton Home (Burden's Landing), Day

               As the boat approaches the shore. Adam Stanton reaches down 
               and pulls the boat up on land. He throws his arm around Jack, 
               and the two climb the hill toward Judge Stanton, who stands 
               waiting to greet him.

                                     JACK
                         Dr. Stanton, I presume.

                                     STANTON
                              (laughing)
                         Is my shingle showing?

                                     JUDGE
                         Good to see you, boy. Very good.

                                     JACK
                         Good to see you, Judge. How have you 
                         been? What have you been doing?

               They walk back together to the patio tables.

                                     JUDGE
                         Oh, just sitting here... waiting for 
                         all of you to come home. You know, 
                         when a man starts to get old his 
                         eyes stray and play funny tricks on 
                         him. As I watched you in that boat I 
                         thought sure I saw a boy of twelve 
                         with a fishing rod in his hands. And 
                         I was sure the first thing he'd say 
                         would be...

               Jack catches sight of Anne Stanton walking down the path. He 
               runs to meet her. As they embrace, he looks back at the Judge.

                                     JACK
                         Do you mind if I kiss your niece, 
                         sir?

               He kisses her, and they turn and walk away.

                                                               DISSOLVE TO:

               Exterior: Tennis Court (Burden's Landing), Day

               Anne gracefully returns a ball to Jack, then runs to embrace 
               him at the net. Adam, seated near the court, smiles 
               approvingly.

                                                               DISSOLVE TO:

               Exterior: Gulf (Burden's Landing), Morning

               Jack and Judge Stanton in a rowboat, on their way to do some 
               duck hunting.

                                                               DISSOLVE TO:

               Exterior: Gulf (Burden's Landing), Day

               Adam is at the wheel of his sailboat, with Jack and Anne 
               behind him.

                                                               DISSOLVE TO:

               Interior: Stanton Living Room (Burden's Landing), Night

               A party in the Stanton living room. Adam plays the piano. He 
               plays a waltz. Jack and Anne hold each other tightly as they 
               move among the other couples.

                                                               DISSOLVE TO:

               Interior: Burden Dining Room, Night

               A formal dinner, attended by Jack and Anne, Mrs. Burden and 
               McEvoy, Judge Stanton and Adam. Mrs. Burden is proposing a 
               toast.

                                     MRS. BURDEN
                         To all the good times we've had 
                         together at Burden's Landing. And 
                         especially to this one. Because my 
                         son's home.

                                     JACK
                         Thank you, Mother. Thank you very 
                         much.

                                     MRS. BURDEN
                         Monty, Anne and I have been discussing 
                         Jack's career. What do you think he 
                         ought to go in for? Shall he be a 
                         lawyer, doctor...

               Jack looks at Anne.

                                     ANNE
                         We were just discussing whether you 
                         should...

                                     JACK
                              (to his mother)
                         I like what I'm doing, Mother.

                                     MCEVOY
                         You do very well at it. I read your 
                         articles about this fellow... Willie 
                         Stark. Very convincing... Too 
                         convincing for my tastes.

                                     JACK
                         A lot of people like them.

                                     MCEVOY
                         A lot of people are fools. Articles 
                         like that shouldn't be permitted. 
                         They only tend to incite people.

                                     JACK
                         What are you afraid of?

                                     STANTON
                         I thought they were very good. I was 
                         proud of you, Jack. I was particularly 
                         interested in Stark's ideas on health 
                         and medicine. You know the conditions 
                         at the hospital I work in. They're 
                         intolerable. I'd like to meet this 
                         Willie Stark. He sounds like an honest 
                         man.

                                     MCEVOY
                         Honest man? This state is full of 
                         these log-cabin Abe Lincolns with 
                         price tags on them. The louder he 
                         yells the higher his price.

                                     JACK
                         You think you can buy anything, don't 
                         you?

                                     MCEVOY
                         Yes, don't you?

               There is a silence. Then McEvoy turns to the Judge.

                                     MCEVOY
                         What do you think, Judge?

                                     JUDGE
                         I think this state could stand a few 
                         changes.

                                     MCEVOY
                              (his face white)
                         Well, I'll tell you what I think --

                                     ANNE
                              (quickly)
                         Oh, please... let's not talk politics.

                                     MRS. BURDEN
                         Anne is right. I absolutely forbid 
                         any more of it. I know what we need, 
                         we need another toast.
                              (to the Judge)
                         You propose it, Monty... you're so 
                         good at it.

               The Judge picks up his glass and stands up.

                                     JUDGE
                         To the young people... to Anne, to 
                         Jack, to Adam... To what lies before 
                         them. To the world they'll make... 
                         in spite of the mistakes we've made.

                                     MCEVOY
                              (rising)
                         The mistakes you've made, not me. 
                         You're all still pretty high and 
                         mighty, aren't you? You all think 
                         this state needs a change. You don't 
                         like the way it's run. Well, who's 
                         going to run it? Willie Stark? The 
                         Judge?
                              (to Jack)
                         You? You can be bought too. As a 
                         matter of fact you have been. And 
                         with my money.

               Jack's answer is to throw his liquor in his stepfather's 
               face. There is a pause. McEvoy wipes the liquor off with his 
               handkerchief.

                                     MCEVOY
                              (slowly)
                         That's a waste of good liquor.
                              (looks at Mrs. Burden)
                         Your mother wouldn't approve.

               Jack turns and leaves the room.

                                     MRS. BURDEN
                         Jack...

               She hurries after him.

               Exterior: Veranda, Night

               As Mrs. Burden comes out after Jack. Anne stands in the 
               doorway.

                                     MRS. BURDEN
                         Jack... you go back in and apologize.

                                     JACK
                         Apologize? I'd rather die.

                                     MRS. BURDEN
                         I've got to live with him.

                                     JACK
                         Well, I don't. Neither do you. You 
                         don't love him, Mother. You never 
                         did.

                                     MRS. BURDEN
                         Son, don't spoil anything now... He 
                         can help you.

                                     JACK
                         I can get along without him. You 
                         need this house. And the parties. 
                         And the cars and the clothes and the 
                         lies. I don't. It's the truth, Mother, 
                         face it. For once in your life, face 
                         it.

               Mrs. Burden appeals to Anne.

                                     MRS. BURDEN
                         Anne, please... please make him 
                         understand.

               Anne says nothing. Mrs. Burden goes back into the house.

                                                               DISSOLVE TO:

               Interior: Stanton Living Room, Night

               Anne and Jack sit alone in the room, beneath the portrait of 
               the old Governor Stanton.

                                     JACK
                         Anne, Burden's Landing is a place on 
                         the moon. It isn't real. It doesn't 
                         exist. It's me pretending I live on 
                         what I earn. It's my mother trying 
                         to keep herself young, and drinking 
                         herself old doing it. It's you and 
                         Adam living in this house as though 
                         your father were still alive. It's 
                         an old man like the Judge dreaming 
                         of the past... Anne, come away with 
                         me.

                                     ANNE
                         And do what?

                                     JACK
                              (rises impatiently)
                         And live in a shack and eat red beans. 
                         Anne, what do you want me to do?

                                     ANNE
                         Oh, Jack, Jack, you haven't been 
                         sure. You've gone from one thing to 
                         the other... a year at law school, 
                         and now this job as a reporter...

                                     JACK
                         Are you afraid I can't make a living?

                                     ANNE
                         Oh, no, Jack, it isn't that. I don't 
                         care about the money. It... it's 
                         just that I... I want you to be 
                         something.

                                     JACK
                         What is it you want me to be?

                                     ANNE
                         I don't know. It's just that I want 
                         you to be... to do... something 
                         important.

               Jack looks up at the portrait of Governor Stanton.

                                     JACK
                         Like your father. All right. I'll 
                         run for governor.
                              (pause)
                         Anne, I'm sorry. I'm sorry I said 
                         that.

                                     ANNE
                         All right, Jack. I'll go away with 
                         you. I'll do anything you want me to 
                         do.

               They kiss.

                                     JACK
                         Anne, I've wanted you to say that 
                         more than anything in the world, and 
                         now that you've said it... Anne, I 
                         guess you were right. I'm not sure 
                         of anything, including myself. I'm 
                         not sure I could live up to the...
                              (looks again at the 
                              portrait)
                         Anne, wait for me. Please wait for 
                         me.

                                     ANNE
                         I'll wait for you.

                                                               DISSOLVE TO:

               Interior: Madison's Office, Day

               Madison is at his desk as Jack enters.

                                     MADISON
                         Hello, Jack. Cut your vacation short, 
                         didn't you?

                                     JACK
                         Yeah.

                                     MADISON
                         By the way, Jack, the fellow you 
                         wrote the articles about... uh... 
                         Stark.

                                     JACK
                         Yeah?

                                     MADISON
                         He lost.

                                     JACK
                         Well, I guess that's the end of Willie 
                         Stark.

               He turns around and walks off toward his desk.

                                                                   FADE OUT

               FADE IN:

               Interior: Stark Farmhouse, Night

               Lucy and Willie are seated together at the table. Willie has 
               his law books open before him.

                                     WILLIE
                         ...Measure of the damages is caused 
                         by...

                                     LUCY
                              (prompting)
                         A breach...

                                     WILLIE
                         A breach...

                                     LUCY
                         Of an agreement...

                                     WILLIE
                         Of an agreement...

                                     LUCY
                         To sell personal property...

                                     WILLIE
                         To sell...
                              (slams the book shut)
                         Oh, two years of this.

                                     LUCY
                              (leaning over to him)
                         Oh, go on, Willie, go on.

               He opens the book again.

                                                               DISSOLVE TO:

               Interior: Willie's Law Office (Kanoma City), Day

               Willie positions the framed diploma on the wall. The camera 
               pulls back to show Tom and Lucy, looking on.

                                     WILLIE
                         Willie Stark... Bachelor of Law...

                                                               DISSOLVE TO:

               Exterior: Kanoma City Farm, Day

               Close shot of Willie, talking to a farmer.

                                     WILLIE
                         If you'll just let me take your 
                         case...

                                                               DISSOLVE TO:

               Exterior: Farm, Day

               Willie walks beside a farmer who is plowing his field.

                                     WILLIE
                         Really, I'll wait for my fee. Just 
                         as long as you want me to.

                                                               DISSOLVE TO:

               Interior: Willie's Law Office, Night

               Through the window, on which is printed "Willie Stark: 
               Attorney at Law," we see Willie, alone, pacing back and forth 
               in his office.

                                     LUCY'S VOICE
                         Go on, Willie, go on.

                                     WILLIE'S VOICE
                         They're not going to kick me around 
                         like I was dirt.

                                     LUCY'S VOICE
                         If you lose you can give a little 
                         more time studying your law books.

                                     WILLIE'S VOICE
                         I'm going to be on that same street 
                         corner tomorrow, Mr. Duffy!

                                     DUFFY'S VOICE
                         By all means. Free speech, free 
                         country, Willie.

                                     WILLIE'S VOICE
                         That brick factory is owned by a 
                         brother-in-law of one of the 
                         commissioners. The county 
                         commissioners rejected the low bid 
                         on the schoolhouse.

               Willie crumples a piece of paper in his hand and tosses it 
               against the window.

                                                               DISSOLVE TO:

               Exterior: Schoolhouse (Kanoma City), Day

               A plaque on the school wall reads KANOMA CITY GRAMMAR SCHOOL

               Interior: Schoolroom, Day

               Teacher faces her class. The clanging of a fire bell is heard.

                                     TEACHER
                         All right, children, this is a fire 
                         drill.

               The children rise and start to march out of the room in double 
               file.

                                     TEACHER
                         Remember now, walk quietly.

               Exterior: Schoolhouse, Day

               The children's feet, as they climb down the fire escape. 
               Camera pans past children to an iron rod supporting the fire 
               escape. The brick around the rod starts to crumble and it 
               rips loose. The children scream out in fear and agony.

                                                               DISSOLVE TO:

               Exterior: Cemetery, Day

               The whole town is there. Willie Stark, Lucy, Tom stand 
               modestly in the background. Quiet sobbing is heard as the 
               minister reads from the Bible. When he finishes the prayer, 
               he walks past the line of mourners, shaking their hands. The 
               ceremony is over. As they start to go, a man spots Willie, 
               goes over to him, and lifts Willie's arm in the air.

                                     MAN
                         Oh, Lord, I'm punished for voting 
                         against an honest man.

               This sudden action brings response; women begin to cry and 
               people push their way forward to grab Willie by the hand.

                                     VOICES OF THE MOURNERS
                         God bless you, Willie. If we had 
                         only listened to you, Willie. You 
                         were right, Willie. Let me shake 
                         your hand, Willie. We should have 
                         listened, Willie. You were right all 
                         the time.

               On Willie's face is the realization that something important 
               has happened to him.

                                                               DISSOLVE TO:

               Interior: Stark Farmhouse, Night

               An article is pasted in a scrapbook. It reads: "VOICE IN THE 
               WILDERNESS. Recent school tragedy is a potent reminder that 
               a man named Willie Stark..." A hand draws a pencil underneath 
               the name.

                                     WILLIE'S VOICE
                         A voice in the wilderness. A man 
                         named Willie Stark...

               Camera pulls back to show Willie at the table busy with his 
               scrapbook. He looks up at Lucy.

                                     WILLIE
                         How about that, Lucy, that's me.

               She looks at him, unsmiling, and sits down to help him clip 
               various articles from other papers.

                                                               DISSOLVE TO:

               Interior: Stark Farmhouse, Night

               A series of clippings are being pasted in the scrapbook. 
               They read:

               A. SCHOOL VICTIMS SUE COUNTY: STARK FILES DAMAGE SUIT

               "Will prove graft cause of tragedy," says Attorney Stark.

               B. CITIZENS COMMITTEE FORMED

               Draft Stark to lead fight to rid state of graft.

               C. CITIZENS COMMITTEE DEMANDS STATE-WIDE INVESTIGATION

               D. Large photograph of Willie. Under it, the caption: RURAL 
               AREAS IN REVOLT

                                                               DISSOLVE TO:

               Interior: Madison's Office, The Chronicle, Day

               The clippings are spread out on Madison's desk. He looks up 
               at Jack.

                                     MADISON
                         Get up there. Get up there fast. 
                         Your friend, Willie, is hotter than 
                         a firecracker.

               Jack starts toward the door.

                                     MADISON
                         Stay there with him.

                                                               DISSOLVE TO:

               Interior: Harrison's Political Headquarters (State Capital), 
               Day

               A politician points to a map on the wall.

                                     POLITICIAN
                         Look, before this Kanoma City business 
                         we had this whole area tied up. Now 
                         we're losing to Hickville.

               Camera pulls back, revealing the candidate, Harrison, Tiny 
               Duffy, and a woman, Sadie Burke.

                                     POLITICIAN
                         We must find a way to split that 
                         vote.

                                     HARRISON
                         Well, all I know is, the way it is 
                         now it looks like I'm not going to 
                         win.

                                     POLITICIAN
                         I know a way... find a dummy.

                                     SADIE
                         Find a dummy.
                              (looks at Harrison)
                         That's what we've got.

                                     POLITICIAN
                         A guy from the sticks... strong enough 
                         to grab some votes and dumb enough 
                         not to ask questions.

                                     DUFFY
                         If you want to listen to a boy from 
                         the sticks, I know just the guy.

               They crowd around to listen.

                                                               DISSOLVE TO:

               Interior: Stark Farmhouse, Day

               Jack sits at the dinner table, with Willie and Lucy. Tom 
               stands next to Willie. Pappy dozes in his chair.

                                     JACK
                         No more politics, eh, Willie?

                                     WILLIE
                         No, I worked too hard in my time to 
                         get there. I think I'll just go on 
                         practicing law and make a little 
                         more money.

                                     JACK
                         The question I'd like to know is, 
                         why all the speeches you're making 
                         around the countryside?

               Willie is about to answer when he hears the sound of 
               approaching cars.

                                     WILLIE
                         Wonder who that is?

               He goes to the window, and we see a big black limousine 
               turning into his drive. He opens the door and waits as Sadie, 
               Duffy, Dolph Pillsbury, and other politicians climb the steps 
               to meet him.

                                     DUFFY
                         Brought some people all the way up 
                         from the state capital just to meet 
                         you.
                              (turns to others)
                         Folks, I want you to meet Willie 
                         Stark, the next governor of our state.

               Willie, Lucy, and Tom beam happily. Jack looks skeptically 
               at Sadie, whose only reaction is to smile, politely.

                                                               DISSOLVE TO:

               Exterior: Country Road, Day

               Close shot of three posters on a billboard. They read ELECT 
               JOE HARRISON (HAPPY JOE) GOVERNOR FOR GOVERNOR ELECT McMURPHY 
               WILLIE STARK FOR GOVERNOR.

               The camera pans to the road, where an old Model T comes 
               bouncing along. As it passes we see a poster stuck on its 
               back: WILLIE STARK -- GOVERNOR.

               Exterior: Railroad Station, Day

               Willie Stark walks out on the platform at the rear of the 
               train and talks to some of the townspeople who have gathered 
               at the station.

                                     WILLIE
                         Folks, if you'll just bear patiently 
                         with me for a couple of minutes, I'd 
                         like to tell you what this state 
                         needs. It needs a balanced tax 
                         program. Now I'd like to give you 
                         the facts and the figures.

               Some of the townspeople start to move away.

                                                               DISSOLVE TO:

               Interior: Train, Day

               As the train pulls away from the station, Willie turns around 
               to Jack.

                                     WILLIE
                         How did it sound, Jack?

                                     JACK
                         Fine, Willie, fine.

                                     WILLIE
                              (alarmed)
                         Say... I forgot to send a telegram 
                         to Lucy... Conductor!

               Jack and Sadie exchange looks.

                                                               DISSOLVE TO:

               Interior: Train Club Car, Day

               Willie, jacket off, works over a speech with Duffy as 
               Pillsbury and Sadie look on.

                                     WILLIE
                         Now right here... right here I'd 
                         like to add something about last 
                         year's taxes... eh?

                                     DUFFY
                         I wouldn't add a thing. Just give 
                         them the facts.

                                     PILLSBURY
                         Yeah... and the figures.

                                     DUFFY
                         Great speech.

               Sadie sips her drink.

                                                               DISSOLVE TO:

               Exterior: Street Corner (Upton), Day

               Willie stands on a platform, next to an American flag, reading 
               from his prepared speech.

                                     WILLIE
                         What this state needs is a balanced 
                         tax program. Last year, last year 
                         the state claimed to have spent on 
                         roads...

               Sadie turns and walks away, no longer able to listen. Jack 
               follows her toward the hotel.

               Interior: Hotel Lobby (Upton), Day

               As Jack and Sadie cross the street, enter the lobby, and sit 
               down next to the front window. We can still see Willie and 
               his small street-corner audience in the background.

                                     JACK
                         Do you mind if I sit with you, Sadie?

                                     SADIE
                              (shrugs)
                         Stand... sit...

                                     JACK
                         Thanks... Tell me, what are you on 
                         this merry-go-round for?

                                     SADIE
                         I take notes.

                                     JACK
                         For whom?

                                     SADIE
                         For those who pay me.

                                     JACK
                         Which is.

                                     SADIE
                         People.

                                     JACK
                         Smart people.

                                     SADIE
                         Oh, yeah. Anybody that pays me is 
                         smart.

                                     JACK
                         You don't have to be smart to frame 
                         a guy like Willie Stark.

                                     SADIE
                         No. No, brother, you don't.

                                     JACK
                              (lights a cigarette)
                         It is a frame, isn't it?

                                     SADIE
                         Why don't you give me a cigarette?

                                     JACK
                              (gives her the pack)
                         To split the vote and win the election 
                         for Harrison, huh?

                                     SADIE
                         If you know, why do you ask?

                                     JACK
                         I just want to make sure.

                                     SADIE
                         Yeah.

                                     JACK
                         Look, why don't you tell the boys 
                         back home to save their money. Willie 
                         couldn't steal a vote from... from 
                         Abe Lincoln in the Cradle of the 
                         Confederacy.

                                     SADIE
                         I wish the poor... had enough sense 
                         to have somebody give him a good 
                         greasing for the beating he's going 
                         to get. 'Cause this way all he gets 
                         out of it is the ride.
                              (looks at Willie 
                              through the window)
                         Hey, those speeches! Ain't they awful? 
                         Ain't they just plain awful? Question 
                         to you: if somebody told him he was 
                         a sucker, do you think he'd quit?

               Willie has just finished his speech and is on his way over 
               to the hotel.

                                     JACK
                         I don't know, Sadie. I really don't 
                         know.

                                     WILLIE
                              (as he comes into the 
                              lobby)
                         Did it sound all right, Mr. Burden?

                                     JACK
                         Fine, Willie, fine.

                                     WILLIE
                         Thanks.

               He and Jack go upstairs together. Sadie watches them.

                                                               DISSOLVE TO:

               Interior: Sadie's Hotel Room (Upton), Night

               Sadie lies on her bed, listening to Willie in the next room, 
               rehearsing one of his speeches.

                                     WILLIE'S VOICE
                         Now, friends, if you will bear 
                         patiently with me for a few minutes, 
                         I'll give you the figures. What we 
                         need is a balanced tax program...

                                     JACK'S VOICE
                         No, Willie, no.

               Sadie pulls off a shoe and hurls it at the wall.

                                     SADIE
                         What I need is some sleep. Shut up!

               Interior: Jack's Hotel Room (Upton), Same Time

               Willie lies on his bed. Jack finishes shaving in the bathroom 
               as he continues to rehearse him.

                                     JACK
                              (shouting back at 
                              Sadie)
                         Shut up yourself!
                              (goes to bed, shakes 
                              Willie)
                         Listen, Willie, try it on your feet 
                         this time.

                                     WILLIE
                         Oh, no. Wait a minute. My feet are 
                         killing me. Let me stay here, huh?

                                     JACK
                         All right... Look, Willie, you tell 
                         'em too much. Just tell 'em you're 
                         going to soak the fat boys and forget 
                         the rest of the tax stuff.

                                     WILLIE
                              (pathetically)
                         That's what I say.

                                     JACK
                         But it's the way you say it. Willie, 
                         make 'em cry. Make 'em laugh, make 
                         'em mad, even mad at you. Stir 'em 
                         up and they'll love it and come back 
                         for more. But for heaven's sake don't 
                         try and improve their minds.

                                     WILLIE
                              (suddenly)
                         A man don't have to be governor.

                                     JACK
                              (surprised)
                         What?

                                     WILLIE
                         A man don't have to be governor.

               Pause.

                                     JACK
                         Well, they haven't counted up the 
                         votes yet.

                                     WILLIE
                              (quietly)
                         Oh, I'm going to lose, Mr. Burden. I 
                         know that. Don't try and fool me. 
                         I'm not going to lie to you. I wanted 
                         it. I wanted it so badly I stayed up 
                         nights thinking about it. A man wants 
                         something so badly he gets mixed up 
                         in knowing what he wants. It's 
                         something inside of you. I would 
                         have made a good governor. Better 
                         than those other fellows.

               There is a knock on the door.

                                     JACK
                         Come in.

                                     WILLIE
                              (almost to himself)
                         A great governor.

               Sadie enters. She immediately spots the liquor, and pours 
               herself a drink.

                                     SADIE
                         Since you won't let me sleep you 
                         might at least give me a drink.

                                     WILLIE
                              (muttering)
                         Build them highways... greatest system 
                         of highways in the country.

                                     JACK
                              (to Sadie)
                         Help yourself.

                                     WILLIE
                         I'll build schools.

                                     SADIE
                              (to Jack)
                         What's up?

                                     JACK
                         Nothing... except Willie here has 
                         been saying as how he's not going to 
                         be governor.

                                     SADIE
                              (directly, to Jack)
                         So you told him.

                                     JACK
                         I don't tell anyone anything... I 
                         just listen.

                                     SADIE
                              (goes to Willie)
                         Who told you?

                                     WILLIE
                         Told me what? Told me what?

                                     SADIE
                         That you're not going to be governor.

                                     WILLIE
                              (getting up)
                         Jack! Told me what?... Told me what?

               Jack says nothing. Sadie gulps down her drink, bangs the 
               empty glass on the bureau top, and turns to face Willie.

                                     SADIE
                              (loudly)
                         All right! That you've been framed, 
                         you poor sap.

               Willie looks at her steadily for a moment.

                                     WILLIE
                              (quietly)
                         Framed?

                                     SADIE
                         And how! Oh, you decoy, you woodenhead 
                         decoy! And you let 'em. You let 'em 
                         because you thought you were the 
                         little lamb of God. But you know 
                         what you are?
                              (she waits for his 
                              answer; he has none)
                         Well, you're the goat! You are the 
                         sacrificial goat! You are a sap... 
                         because you let 'em.

                                     JACK
                         Sadie! That's enough.

                                     SADIE
                         Enough? He didn't even get anything 
                         out of it. Oh, they'd have paid you 
                         to take a rap like that, but they 
                         didn't have to pay a sap like you. 
                         Oh, no, you were so full of yourself 
                         and hot air, all you wanted was a 
                         chance to stand up on your hind legs 
                         and make a speech: my friends, what 
                         this state needs is a good five-cent 
                         cigar. What this state needs is a --

                                     WILLIE
                              (to Jack)
                         Is it true?

                                     SADIE
                              (prayerfully, to the 
                              ceiling)
                         He wants to know if it's true.

                                     WILLIE
                         Is it true?

                                     JACK
                         That's what they tell me.

               There is a long pause. Willie looks almost as if he is going 
               to cry. Sadie pours out another drink, a stiff one.

                                     SADIE
                              (handing it to him)
                         Here.

               Willie drinks it all.

                                     JACK
                         Hey, lay off that. You're not used 
                         to it.

                                     SADIE
                              (jeeringly)
                         He's not used to a lot of things. 
                         Are you, Willie?

                                     JACK
                              (angrily)
                         Why don't you lay off of him, Sadie?

                                     SADIE
                              (ignores Jack)
                         Are you, Willie? Are you? Are you... 
                         are you, are you, are you?

               She shoves the bottle at him. He takes it and pours himself 
               a drink.

                                                               DISSOLVE TO:

               Interior: Sadie's Hotel Room (Upton), Morning

               Willie is snoring on the bed. Sadie's coat is thrown over 
               him. She is in the bathroom, applying lipstick. Jack enters.

                                     SADIE
                         Hi.

                                     JACK
                         Well, things seem to have quieted 
                         down.

                                     SADIE
                              (laughs)
                         Yeah, I quieted him down.

                                     JACK
                         Yeah. How was he? Noisy?

                                     SADIE
                         Oh, he reared some. He's been telling 
                         me all the things he's going to do. 
                         He's going to do big things, this 
                         fella. He's going to be President. 
                         He's going to kill people with his 
                         bare hands. I quieted him down... 
                         Hey! Who's Lucy?

                                     JACK
                         His wife.

                                     SADIE
                         He talks like she's his mammy... 
                         she's going to blow his nose for 
                         him.

               Jack sits on the bed next to Willie.

                                     JACK
                         Well, I'll take him from here on in. 
                         They're waiting for him at the 
                         barbecue.

               Sadie pulls her coat off Willie and goes to the door.

                                     SADIE
                         Yeah, well give me a receipt for the 
                         body and I'll be on my way.

               She leaves. Jack bends over Willie, who continues to snore.

                                     JACK
                         Hey, Willie, Willie... come on, wake 
                         up, Willie. Come on, Willie.

                                                               DISSOLVE TO:

               Exterior: Fairgrounds (Upton), Day

               A crowd mills about underneath a banner that reads HEAR WILLIE 
               STARK MAMMOTH BARBECUE -- UPTON FAIRGROUNDS

               Exterior: Fairgrounds, Day

               Willie, staggering a bit, hung over, reacts painfully to the 
               staggering height of the Ferris wheel. He leans on Jack for 
               support, and they walk on.

               Exterior: Fairgrounds, Day

               Willie takes a seat on the children's swing as Jack goes off 
               to get some coffee. Two little girls stare curiously at him. 
               Willie waves them off. Jack returns with the coffee and pours 
               some whisky in it. Willie tips his hand, forcing him to pour 
               more, then gulps his drink down.

               Exterior: Bandstand (Upton), Day

               Duffy, Pillsbury, and the other politicians stand on the 
               platform, waiting for Willie. A band plays march music. Duffy 
               goes over to Sadie, who is standing on the steps of the 
               platform.

                                     DUFFY
                         Where is he?

                                     SADIE
                              (pointing)
                         There he is.

               Escorted by Jack, Willie approaches the platform and stumbles 
               up the steps past Sadie.

                                     SADIE
                         Whoops!

                                     DUFFY
                              (to Jack)
                         Is he drunk?

                                     JACK
                         Never touches the stuff. Lucy doesn't 
                         favor drinkin'.

               Duffy follows Willie up on the platform.

                                     SADIE
                              (to Jack)
                         How'd you get him here? He was out 
                         stiff.

                                     JACK
                         Hair of the dog that bit him.

                                     SADIE
                         Hair? He must have swallowed the 
                         dog.

               On the platform, Duffy looks uneasily at the bleary-eyed 
               Willie. The band suddenly plays a fanfare, and the chairman 
               steps up to the microphone.

                                     CHAIRMAN
                         Ladies and gentlemen, it gives me a 
                         great deal of pleasure to introduce 
                         to you that true man of the people, 
                         the next governor of the state... 
                         Willie Stark.

               There is scattered applause as Willie steps forward to speak.

                                     WILLIE
                         My friends...

               He turns his face from side to side, and fumbles in the right 
               side of his coat pocket to fish out his speech.

                                     WILLIE
                         My friends... I...

               He tries to focus on the speech, which he clutches before 
               his eyes with both hands. Then he lifts his head, and looks 
               directly at the people who have come to hear him. As he 
               speaks, the camera focuses on the faces of these people: the 
               farmers, workers, hicks, red-necks who are Willie's audience, 
               Willie's people.

                                     WILLIE
                         I have a speech here. It's a speech 
                         about what this state needs. There's 
                         no need in my telling you what this 
                         state needs. You are the state and 
                         you know what you need... You over 
                         there... look at your pants. Have 
                         they got holes in the knees? Listen 
                         to your stomach. Did you ever hear 
                         it rumble from hunger?... And you, 
                         what about your crops? Did they ever 
                         rot in the field because the road 
                         was so bad you couldn't get them to 
                         market?... And you. What about your 
                         kids? Are they growing up ignorant 
                         as dirt, ignorant as you, 'cause 
                         there's no school for them?... No, 
                         I'm not going to read you any speech.

               He throws his speech away. Duffy looks alarmed.

                                     WILLIE
                         But I am going to tell you a story. 
                         It's a funny story...

                                     SADIE
                              (from the steps)
                         Hey!

                                     WILLIE'S VOICE
                         ...So get ready to laugh.

                                     SADIE
                         What's he up to?

                                     JACK
                         Shut up!

                                     WILLIE
                         Get ready to bust your sides laughing, 
                         'cause it's sure a funny story. It's 
                         about a hick... a hick like you, if 
                         you please. Yeah, like you. He grew 
                         up on the dirt roads and gully washes 
                         of a farm. He knew what it was to 
                         get up before dawn and get feed and 
                         slop and milk before breakfast... 
                         and then set out before sunup and 
                         walk six miles to a one-room, slab-
                         sided schoolhouse. Oh, this hick 
                         knew what it was to be a hick, all 
                         right. He figured if he was going to 
                         get anything done, he had to do it 
                         himself. So he sat up nights and 
                         studied books. He studied law because 
                         he thought he might be able to change 
                         things some... for himself, and for 
                         folks like him.

               Sugar Boy listens intently, sharing in the anger in Willie's 
               speech.

                                     WILLIE
                         No, I'm not going to lie to you. He 
                         didn't start off thinking about the 
                         hicks and all the wonderful things 
                         he was going to do for them. No. No, 
                         he started off thinking of number 
                         one. But something came to him on 
                         the way. How he could do nothing for 
                         himself without the help of the 
                         people. That's what came to him. And 
                         it also came to him, with the powerful 
                         force of God's own lightning, back 
                         in his home country, when a 
                         schoolhouse collapsed because it was 
                         built of politics... rotten brick. 
                         It killed and mangled a dozen kids. 
                         But you know that story. The people 
                         were his friends because he fought 
                         that rotten brick. And some of the 
                         politicians down in the city, they 
                         knew that... So they rode up to his 
                         house in a big, fine, shiny car and 
                         said as how they wanted him to run 
                         for governor...

               Jack, electrified, grips Sadie's arm.

                                     JACK
                         Sadie, he's wonderful... wonderful...

               Duffy fidgets as Willie continues to pace and speak, his 
               face filled with conviction, and with fury.

                                     WILLIE
                         ...So they told the hick... and he 
                         swallowed it. He looked in his heart 
                         and he thought in all humility how 
                         he'd like to try and change things. 
                         He was just a country boy who thought 
                         that even the plainest, poorest man 
                         can be governor if his fellow citizens 
                         find he's got the stuff for the job. 
                         Well, those fellows in the striped 
                         pants... they saw the hick and they 
                         took him in.

               He points his finger at Duffy, who is coming over to speak 
               to him.

                                     DUFFY
                              (low voice)
                         Willie, what are you trying to do?

               Willie turns on him, roaring.

                                     WILLIE
                         There he is! There's your Judas 
                         Iscariot.
                              (he pushes Duffy across 
                              the platform)
                         Look at him... lickspittle... nose-
                         wiper.

               Duffy gestures frantically to the band.

                                     DUFFY
                         Play! Play!

                                     WILLIE
                              (pushing him again)
                         Look at him!

                                     DUFFY
                         Play anything.

               The band starts to play, adding to the pandemonium. Willie 
               shouts above it.

                                     WILLIE
                         Look at him! Joe Harrison's dummy! 
                         Look at him!

                                     DUFFY
                         That's a lie!

                                     WILLIE
                         Look at him!

               Duffy signals to some of his goons standing near the platform.

                                     DUFFY
                         Go get him, boys... go get him.

               Sugar Boy leaps up on the platform, his pistol drawn and 
               pointed at Duffy's men. Willie throws up his arms to silence 
               the crowd.

                                     WILLIE
                         Now, shut up! Shut up, all of you. 
                         Now, listen to me, you hicks. Yeah, 
                         you're hicks too, and they fooled 
                         you a thousand times, just like they 
                         fooled me. But this time I'm going 
                         to fool somebody. I'm going to stay 
                         in this race. I'm on my own and I'm 
                         out for blood.

               The camera moves in close on Willie's face.

                                     WILLIE
                         Listen to me, you hicks...

                                                               DISSOLVE TO:

               Exterior: Willie's Speeches, Day and Night

               A series of close-ups of Willie's face as he shouts and jeers 
               his message, always accompanied by the loud and frenzied 
               cheers of the crowd. Superimposed over his face is the figure 
               of Jack Burden, at his desk, typing out his stories.

                                     WILLIE
                         Listen to me and lift up your eyes 
                         and look at God's blessed and 
                         unflyblown truth... And this is the 
                         truth. You're a hick. And nobody 
                         ever helped a hick but a hick himself.

               Loud cheers and yells.

                                     WILLIE
                         All right, listen to me... listen to 
                         me. I was the hick they were going 
                         to use to split the hick vote. But 
                         I'm standing right here now on my 
                         hind legs... even a dog can learn to 
                         do that. Are you standing on your 
                         hind legs? Have you learned to do 
                         that much yet? Here it is, here it 
                         is, you hicks. Nail up anybody who 
                         stands in your way! Nail up Joe 
                         Harrison! Nail up McMurphy! And if 
                         they don't deliver, give me a hammer 
                         and I'll do it myself.

                                                               DISSOLVE TO:

               NEWSPAPER HEADLINE

               There is a photograph of Willie and a headline that reads

               STARK CHANCES BOOMING

               Superimposed over the newspaper is a shot of a crowd 
               applauding and yelling for Willie.

               Interior: Joe Harrison's Campaign Headquarters, Night

               Duffy, Pillsbury, and other aides stand looking at a poster 
               of Willie.

                                     POLITICIAN
                         I want his throat cut, from ear to 
                         ear.

               Exterior: Willie's Campaign Montage

               Rock crashes through a window, knocking down a poster of 
               Willie.

               Poster being torn off the side of a building.

               A man is attacked as he tries to distribute leaflets.

                                                               DISSOLVE TO:

               Exterior: Jack Burden's Desk, The Chronicle, Night

               Jack is working on a story when Madison comes to his desk.

                                     MADISON
                         No use going any further, Jack. We 
                         aren't printing them any more.

                                     JACK
                         I thought the Chronicle line was --

                                     MADISON
                         Divide and conquer? Stark is getting 
                         too big for his britches and the 
                         hicks are getting too smart. We're 
                         now supporting Harrison.

                                     JACK
                              (stands up)
                         How do you square that?

                                     MADISON
                         I work here.

                                     JACK
                              (putting on his coat)
                         Well, I don't... not any more.

                                     MADISON
                         Jack, you fool.

                                     JACK
                         If you had any guts you'd print 
                         this...

                                     MADISON
                         I work here. I take orders.

                                     JACK
                         I know. You've got a wife and three 
                         kids and your boy goes to Princeton.

                                     MADISON
                         You won't find it easy to get another 
                         job.

                                     JACK
                         I'm too rich to work.

                                                               DISSOLVE TO:

               Exterior: Street Outside State Capitol, Day

               NEWSPAPER HEADLINE READS

               HARRISON WINS CLOSE RACE
               STARK SWEEPS RURAL AREAS
               CITY VOTE DECIDES ELECTION

               Superimposed over newspaper is a crowd cheering at Harrison's 
               victory parade. Willie, raincoat thrown over his shoulders, 
               looking grim, and Sadie and Sugar Boy are part of that crowd. 
               They turn away and walk toward a bar.

               Interior: Bar, Day

               Jack is already at the bar. Willie, Sadie, and Sugar Boy 
               join him there.

                                     JACK
                         We didn't do so good.

                                     WILLIE
                         Double bourbon.

                                     SADIE
                              (sitting next to Jack)
                         Same for me.

                                     WILLIE
                         And a beer.
                              (to Jack)
                         I hear you got fired from the paper.

                                     JACK
                         You heard wrong, Willie. I quit.

                                     WILLIE
                              (passing the beer 
                              back to Sugar Boy)
                         You're smart. 'Cause before I'm 
                         through with that mob they're not 
                         going to have enough money left to 
                         pay the boy that cleans the spittoons.

                                     JACK
                         How do you feel, Willie?

                                     WILLIE
                         I feel fine, fine. You see, Jack, I 
                         learned something.

               Willie and Sadie exchange looks.

                                     JACK
                         Yeah... what?

               Close shot of Willie.

                                     WILLIE
                         How to win.

                                                                   FADE OUT

               FADE IN:

               Exterior: Road, Day

               Jack stands on the side of the road, thumbing a ride.

                                     JACK
                              (voice over)
                         I didn't see Willie again until his 
                         second campaign... four years later.

               Interior: Office, Night

               Jack turns in some copy to a man at a desk.

                                     JACK
                              (voice over)
                         I drifted from job to job...

               Exterior: Street, Day

               Jack and others in front of an employment agency.

                                     JACK
                              (voice over)
                         ...That is, whenever I could find 
                         one.

               Interior: Bar, Night

               Jack, at the bar, looking haggard and disheveled, picks up a 
               newspaper and turns to find a photograph of Anne. The caption 
               reads STANTONS ARRIVE HOME.

                                     JACK
                              (voice over)
                         But always further and further away 
                         from Anne, and the life at Burden's 
                         Landing.

               Exterior: Street, Day

               Camera pans with Jack as he trudges along the street.

                                     JACK
                              (voice over)
                         But Willie wasn't drifting. He knew 
                         where he was going.

               We see an insert of a newspaper. It has a caricature of 
               Willie, swinging a sledge hammer. The caption reads

               STARK ATTACKS ADMINISTRATION
               CHARGES OLD MACHINE STILL CORRUPT

                                     JACK
                              (voice over)
                         He had his foot in the door and he 
                         kept right on pushing to get in. He 
                         had lost the election but he had won 
                         the state... and he knew it... and 
                         the people knew it.

               MONTAGE: WILLIE'S LIFE

               Writing on a fence: THE PEOPLE'S WILL SHOULD BE THE LAW OF 
               THE STATE... WILLIE STARK Painted on a rock: KNOWLEDGE BELONGS 
               TO THE PEOPLE... WILLIE STARK

               Lettering on a barn: FREE MEDICINE FOR ALL PEOPLE -- NOT AS 
               A CHARITY BUT AS A RIGHT... WILLIE STARK

               Poster on a building: MY STUDY IS THE HEART OF THE PEOPLE... 
               WILLIE STARK

                                     JACK
                              (voice over)
                         They were all hopping on his 
                         bandwagon... even Tiny Duffy.

               Newspaper caricature: it shows Willie on a bandwagon headed 
               for the state capitol. Everyone is trying to climb aboard. 
               Caption is THEY'RE ALL FOR WILLIE NOW. Huge poster on the 
               side of a building: MY STUDY IS THE HEART OF THE PEOPLE. 
               Camera pans up to photograph of Willie on the poster.

                                     JACK
                              (voice over)
                         Yep, Willie came back like he said 
                         he would.

               Interior: Willie's Office, Day

               Willie is being interviewed by a group of reporters. Sugar 
               Boy lounges nearby, leaning against the wall.

                                     WILLIE
                         Do you want to know what my platform 
                         is? Here it is: I'm going to soak 
                         the fat boys and I'm going to spread 
                         it thin.

                                                               DISSOLVE TO:

               Exterior: Circus Grounds, Day

               We see balloons with inscriptions reading "I'm for Willie," 
               and a large banner stretching overhead, saying FREE CIRCUS 
               TODAY -- COMPLIMENTS OF WILLIE STARK. The crowd moves about, 
               gazing at the clowns, animals, the trapeze act.

                                     JACK
                              (voice over)
                         Willie was right -- he'd learned how 
                         to win...

               Exterior: Park, Day

               A truck loaded with beer kegs pulls into the park. On the 
               back of the truck is a sign: BIG STARK RALLY TODAY -- FREE 
               BEER -- FREE FOOD -- EVERYBODY INVITED. Superimposed over 
               this is the image of dollar bills floating through the air.

                                     JACK
                              (voice over)
                         He spent a lot of money doing it... 
                         an awful lot of money... I was 
                         beginning to wonder where he got it 
                         from.

               Montage: Willie's Second Campaign

               Hand holding check made payable to Willie Stark Campaign 
               Fund... $7000. Willie's hand reaches out and takes it.

               Hand holding check payable to cash for $5000. Superimposed 
               is Willie, looking on, and his hand endorsing the back of 
               the check.

               Another check to the Stark Campaign Fund for $3500. Poster 
               of Willie is superimposed.

                                     JACK
                              (voice over)
                         There were rumors throughout the 
                         state that Willie was making deals 
                         with all kinds of people... strange 
                         deals... for Willie Stark.

               Crowd milling about circus grounds, with Willie's poster 
               superimposed.

               Fireworks exploding. Crowd cheers.

                                     JACK
                              (voice over)
                         The second time out, it wasn't a 
                         campaign... it was a slaughter. It 
                         was Saturday night in a mining town.

               Huge poster is affixed to the side of a building. It bears 
               Willie's face, and his slogans.

                                                               DISSOLVE TO:

               Exterior: Hotel (State Capital), Day

               Crowd stands about as Willie and Jack make their way into 
               the hotel.

                                     JACK
                              (voice over)
                         He came back and he took me with 
                         him.

               Interior: Hotel Lobby, Day

               The lobby is packed as Willie, Jack, Sugar Boy, and Pillsbury 
               enter. Willie makes signals to Duffy to tag along with the 
               entourage. Willie leans over to speak to the room clerk.

                                     WILLIE
                         This is Jack Burden, a friend of 
                         mine. From now on he's going to live 
                         here. Give him anything he wants.

               The group starts up the stairs, past the officers who are 
               standing guard. Duffy stops to speak to one, pointing his 
               finger at some of his men standing below.

                                     DUFFY
                         Let these boys through, officer.

                                     WILLIE
                              (to Jack)
                         Duffy works for me now.

                                     JACK
                         It looks like everybody works for 
                         you.

               They start up the second flight of stairs.

                                     WILLIE
                         No. No, not yet. But I want to keep 
                         him around. He reminds me of something 
                         I never want to forget.

               Willie stops and looks around at Duffy's men hurrying up the 
               steps.

                                     WILLIE
                              (to Duffy)
                         Come on, come on, come on, come on. 
                         Are these the boys?

                                     DUFFY
                         These are the boys that can get the 
                         boys.

                                     WILLIE
                         How many do you think we can get?

                                     DUFFY
                         Fifty.

                                     WILLIE
                         How much?

                                     DUFFY
                         Five dollars a head.

                                     WILLIE
                              (to Sugar Boy)
                         What do you think, Sugar? Do they 
                         look like good boys?

                                     SUGAR BOY
                         T-t-they b-b-better be.

                                     WILLIE
                         Get a hundred... All right, go on, 
                         all of you. Blow. Blow, blow. You 
                         too, Duffy. Go on.

               Duffy and his men turn and go downstairs.

                                     WILLIE
                              (to Jack)
                         Handbill distributors.

                                     JACK
                         If they all look like them I'd hate 
                         not to take one.

                                     WILLIE
                         That's the object. Not like when 
                         they beat up my boy Tom.

                                     JACK
                         How is Tom?

                                     WILLIE
                         Oh, he's fine. He starts college in 
                         the fall.

                                     JACK
                         Oh. And Lucy?

               Willie's expression changes. He starts up the stairs.

                                     WILLIE
                         Fine... fine.

               Interior: Willie's Campaign Office In Hotel, Day

               The place is a beehive of activity, with typists and 
               messengers scurrying about, all supervised by Sadie.

                                     SADIE
                         Hey, I need a boy... Where's a boy?
                              (boy runs up)
                         Take that downstairs; they're waiting 
                         for it. Right away, on the double.
                              (to typist)
                         Listen, baby, you've got to double-
                         space all of this... he can't read, 
                         see.

               The door opens and Willie, Jack, and Sugar Boy come in.

                                     JACK
                         Sadie!

                                     SADIE
                              (to typist)
                         And they need four copies.
                              (looks up)
                         Hi, Jack. How are you?

                                     WILLIE
                         Sadie is my secretary now.
                              (to messenger, trying 
                              to squeeze by)
                         Oh, pardon me.

               As Willie and Jack walk toward adjoining room, Sadie calls 
               out:

                                     SADIE
                         Fix your tie, Willie.

               Interior: Bedroom Hotel Suite, Day

               Willie and Jack enter from the office.

                                     WILLIE
                         Hey, Sugar.

               Sugar Boy appears in the doorway. Sadie slips by into the 
               room.

                                     WILLIE
                         Keep everybody out of here. I want 
                         to talk to Jack and Sadie alone.

               He walks over to Jack, who leans back on the bed.

                                     WILLIE
                         From now on you're working for me.

                                     JACK
                         Doing what?

                                     WILLIE
                         I don't know. Something will turn 
                         up, won't it, Sadie?

                                     SADIE
                         Yeah. We need a college man around... 
                         for research.

                                     WILLIE
                         How much did they pay you on that 
                         newspaper?

                                     JACK
                         Three hundred dollars a month.

                                     WILLIE
                              (laughs)
                         I could buy you cheap, couldn't I?

                                     JACK
                         For a bag of salt.

                                     WILLIE
                         No. No, I don't play that way. I 
                         like you, boy. I always have. I'll 
                         tell you what I'll do. I'll give you 
                         four hundred dollars a month and 
                         traveling expenses.

                                     JACK
                         You throw money around like it was 
                         money.

               Willie gets up and walks to the window.

                                     WILLIE
                         Money?... I don't need money. People 
                         give me things.

                                     JACK
                         Why?

                                     WILLIE
                         Because they believe in me.

                                                               DISSOLVE TO:

               Exterior: Burden's Landing, Day

               Willie's car is on the ferry crossing the bay to Burden's 
               Landing. Sugar Boy drives the car off the ferry and up the 
               road toward the house.

                                     JACK
                              (voice over)
                         I was going home again. But this 
                         time it was different. Now I had a 
                         feeling that maybe the waiting was 
                         over... for me, and for Anne.

                                                               DISSOLVE TO:

               Interior: Stanton Living Room (Burden's Landing), Night

               Close shot of Willie standing in front of the fireplace, 
               beneath the portrait of Governor Stanton.

                                     WILLIE
                         It's a far cry from where I come 
                         from... to this house.

               Camera pulls back. The room is crowded with people, all of 
               them friends of the Stantons. Anne, Adam, Judge Stanton, 
               Mrs. Burden, and McEvoy are part of the audience sitting 
               around the fireplace. Jack stands next to Willie.

                                     WILLIE
                         And standing here under the portrait 
                         of one of the greatest governors of 
                         this state, talking to you people... 
                         well, it's an honor I never thought 
                         I'd have.

                                     JACK
                         Are there any questions?
                              (looks around)
                         Mr. McEvoy.

                                     MCEVOY
                              (smiles)
                         No, I have no questions.

                                     JACK
                         Judge?

                                     JUDGE
                         A few... but it will hold.

                                     STANTON
                         I have a question.

                                     WILLIE
                         Shoot.

                                     STANTON
                         A lot of people in this state have 
                         been saying that you've been making 
                         deals... some of them with the very 
                         groups that you claim you're against. 
                         Is that true?

                                     JACK
                         Adam, you know how rumors start...

                                     WILLIE
                         Yes. Yes, that's true. I have nothing 
                         to hide. I'll make a deal with the 
                         devil if it'll help me carry out my 
                         program. But believe me, there are 
                         no strings attached to those deals.

                                     STANTON
                         You're sure about that?

                                     WILLIE
                         Doc, Jack here has been telling me 
                         how you feel about things... how 
                         you'd like to see a new hospital 
                         built, a hospital that's the biggest 
                         and best that money can buy. You 
                         want those things, Doc, because, 
                         well, because you're a man who wants 
                         to do good. Now, I'd like to ask you 
                         a question.

                                     STANTON
                         Shoot.

               The guests laugh good-naturedly.

                                     WILLIE
                         Do you know what good comes out of?

                                     STANTON
                         You tell me, Mr. Stark.

                                     WILLIE
                         Out of bad... that's what good comes 
                         out of. Because you can't make it 
                         out of anything else. You didn't 
                         know that, did you?

                                     STANTON
                         No, I didn't... There's another 
                         question I'd like to ask you. You 
                         say there's only bad to start with 
                         and the good must come with the bad. 
                         Who's to determine what's good and 
                         what's bad?... You?

                                     WILLIE
                         Why not?

                                     STANTON
                         How?

                                     WILLIE
                         Why, that's easy. Just... just make 
                         it up as you go along.

               More laughter. Willie smiles and goes on.

                                     WILLIE
                         Folks, there's a time to talk and 
                         there's a time to act. I think the 
                         time to act is right now. And with 
                         your support, I not only will win 
                         but I will do all of the things I 
                         promised. I need your help. Oh, I 
                         need it badly. But I'm not going to 
                         beg for it. In the name of this state 
                         which we love... in the name of the 
                         governor in whose house we meet... I 
                         demand it.

               There is immediate applause. Anne is the first to rush over 
               and shake Willie's hand.

                                                               DISSOLVE TO:

               Exterior: Stanton Home, Night

               The last of the guests are leaving. Jack and Willie remain 
               with the Judge, Anne, and Adam.

                                     WILLIE
                              (to Judge)
                         Well, what do you say, sir?

                                     JACK
                         You've got to say yes. With you in 
                         the race...

                                     JUDGE
                         I'm an old bird... I...

                                     WILLIE
                         But a game one.

               They laugh.

                                     WILLIE
                         Look, I'll give you complete power 
                         as attorney general. You can do 
                         anything you see fit. I'll swing the 
                         ax to clear the way for you. Is that 
                         a deal?

               The Judge smiles, then puts out his hand.

                                     JUDGE
                         It's a deal.

               They shake hands.

                                     WILLIE
                         Jack, we have to get back to town... 
                         a lot to do.
                              (shakes hands with 
                              Adam)
                         Dr. Stanton.

               Jack kisses Anne on the cheek. Anne comes over and shakes 
               Willie's hand.

                                     ANNE
                         I'm very glad to have met you.

                                                                   FADE OUT

               FADE IN:

               Interior: Hotel Lobby (State Capital), Day

               People stand before the election return board in the hotel 
               lobby. Camera pulls back, revealing a newspaper picture of 
               Willie, and the headline

               STARK ELECTED GOVERNOR
               WILLIE WINS

                                                               DISSOLVE TO:

               Exterior: Street Outside Willie's Hotel Balcony, Night

               A crowd stands below Willie's hotel window, chanting together:

                                     CROWD
                         We want Willie! We want Willie!

               A high angle from the balcony shows Anne, Jack, and Adam in 
               the center of the excited crowd, looking expectantly upward. 
               Some of the people around them are carrying torches. Arc 
               lights play over the dome of the state capitol in the 
               background. In response to the chants, Willie appears on the 
               balcony. With him, standing on the balcony, are Tom and Lucy. 
               The crowd erupts into cheers as he steps outside.

                                     WILLIE
                              (raises his hands for 
                              silence)
                         This is not a time for speechmaking. 
                         I should get on my knees and ask God 
                         to give me strength to carry out 
                         your will.

               Loud cheers. Adam watches Anne. She applauds. Willie looks 
               down at the crowd and continues his speech.

                                     WILLIE
                         This much I swear to you. These things 
                         you shall have. I'm going to build a 
                         hospital. The biggest that money can 
                         buy... and it will belong to you. 
                         That any man, woman, or child who is 
                         sick or in pain can go through those 
                         doors and know that everything will 
                         be done for them that man can do. To 
                         heal sickness. To ease pain. Free. 
                         Not as a charity, but as a right. 
                         And it is your right that every child 
                         shall have a complete education. 
                         That any man who produces anything 
                         can take it to market without paying 
                         toll. And no poor man's land or farm 
                         can be taxed or taken away from him. 
                         And it is the right of the people 
                         that they will not be deprived of 
                         hope...

               The crowd applauds, and Willie waves. We see Anne, face aglow, 
               turn to Jack.

                                     ANNE
                         Does he mean it, Jack? Does he?

                                     STANTON
                              (as he walks away)
                         That's his bribe.

               Anne and Jack watch Adam as he leaves.

                                                                   FADE OUT

               FADE IN:

               Montage: Willie Becomes Governor

               Willie, Sadie, and Jack leaving their old campaign 
               headquarters.

               Willie, Sadie, Jack, and others going upstairs in the 
               governor's mansion. The ousted politicians are just packing 
               up and leaving.

                                     JACK
                              (voice over)
                         What if it was his bribe! He swept 
                         the old gang out of office. What if 
                         they hollered like stuck pigs? He 
                         jammed through bill after bill and 
                         the people got what they wanted.

               Willie yelling at the legislators during a session.

                                     WILLIE
                         I demand that this bill be passed. 
                         Nobody's going to tell me how to run 
                         this state.

               Road excavation -- a bulldozer clears away dirt.

               A huge crane maneuvers over a dam site. Men are seen working 
               on the girders of a large power plant.

                                     JACK
                              (voice over)
                         He started to build the roads, the 
                         schools, the power dams, to change 
                         the face of the state from one end 
                         to the other... His methods?

               Shots of uniformed policemen roughing up citizens. Willie 
               and Sugar Boy move in on a man being held by cops.

               Willie looks on as Jack thumbs through his little black book.

                                     JACK
                              (voice over)
                         Politics is a dirty game... and he 
                         played it rough and dirty. Willie's 
                         little black book was a record of 
                         sin and corruption. And me, Jack 
                         Burden? I kept the book and added up 
                         the accounts.

               Willie in a nightclub, surrounded by some show girls. A 
               photographer takes a picture of Willie with a girl balanced 
               on his knee.

               Willie leads a marching band out onto a football field.

                                     JACK
                              (voice over)
                         Clown, show-off, playboy, they yelled 
                         at him. Building football stadiums. 
                         Fiercely proud of his son who played 
                         in them.

               Shot of Tom in football uniform running across the field 
               with the ball. Willie, in the stands, hugs Lucy.

                                     WILLIE
                         Oh, look at him go. He's going to be 
                         All-American.

               Willie makes an inspection of the police. He stops to adjust 
               an officer's tie.

                                     JACK
                              (voice over)
                         They said he was building up a private 
                         army. But he was building, always 
                         building...

               Sign at building excavation reads HERE ON THIS SITE WILL BE 
               ERECTED THE GOVERNOR STARK HOSPITAL -- "TO HEAL SICKNESS. TO 
               EASE PAIN. FREE. NOT AS A CHARITY -- BUT AS A RIGHT"... WILLIE 
               STARK.

                                     JACK
                              (voice over)
                         Always playing up to the crowd. 
                         Letting them trample on tradition. 
                         Well, tradition needed trampling on.

               A square dance at the governor's mansion. Willie dances with 
               Anne.

                                     JACK
                              (voice over)
                         The crowd loved it... Willie loved 
                         it... and so did I.

                                                                   FADE OUT

               FADE IN:

               Interior: Executive Office Corridor, Day

               Jack walks down the corridor on the way to Willie's offices.

               Interior: Willie's Executive Offices, Day

               As Jack enters from the corridor, Sadie is coming out of 
               Willie's private office.

                                     SADIE
                              (through open door)
                         You low-down, no-good redneck...

               She slams the door hard. We hear Willie laugh.

                                     JACK
                              (to secretary)
                         What goes on here?

                                     SECRETARY
                         That's what Sadie wants to know.
                              (she shows Jack 
                              newspaper containing 
                              photograph of Willie 
                              at the nightclub)
                         The boss poses for too many pictures.

               Jack grins, then walks into Sadie's office.

                                     SADIE
                         I'll kill him.

                                     JACK
                         Why, Sadie, I'm surprised at you.

                                     SADIE
                         I'll kill him.

               She goes to the door to yell to the secretary.

                                     SADIE
                         I hate all women.

               She slams the door again, and returns to her desk.

                                     SADIE
                         Was she pretty?

               Jack shoves the paper at her. She ignores it.

                                     SADIE
                         Was she pretty?

                                     JACK
                         If I met her on the street I'd never 
                         recognize her.

                                     SADIE
                         Was she pretty?

                                     JACK
                         How should I know? I wasn't looking 
                         at her face... Look, if it's going 
                         to cause all this grief, why don't 
                         you let him go?

                                     SADIE
                         Let him go? I'll kill him. I'll drive 
                         him out of this state.

                                     JACK
                         Just because a guy's sitting with a 
                         couple of girls on his knees in 
                         public...

                                     SADIE
                         Public or private... I know him. How 
                         about what happened in Chicago? That 
                         girl on skates... and the time you 
                         both went to St. Louis... There's a 
                         new invention, you know, Photography 
                         and newsreels. Willie Stark in a 
                         nightclub... Willie Stark with a 
                         blonde.

                                     JACK
                         You could always bleach your hair.

                                     SADIE
                         I could also break every bone in his 
                         neck. After all I've done for him... 
                         Now he goes two-timing me.

                                     JACK
                         He's been two-timing Lucy. So there's 
                         another kind of arithmetic for what 
                         he's doing to you.

                                     SADIE
                         Lucy?
                              (laughs)
                         If she had her way he'd be back in 
                         Kanoma City slopping the hogs right 
                         now. And he knows it. He knows what 
                         she'd do for him. She had her chance.

                                     JACK
                         You seem to think Lucy's on her way 
                         out, don't you?

                                     SADIE
                         He'll ditch her... Give him time.

                                     JACK
                         You ought to know.

               She slaps his face.

                                     JACK
                         Hey, you got the wrong guy. I'm not 
                         the hero of this piece.

               The door to Willie's office bursts open and Willie dashes 
               out.

                                     WILLIE
                         All right, come on, both of you. 
                         Let's go, hurry it up.

               They go out through the reception room, pick up Sugar Boy, 
               and head down the corridor.

                                     WILLIE
                         Come on. Pillsbury put his hand in 
                         the pork barrel and got caught. You 
                         know, I never did trust that guy.

               Some newsmen are waiting on the top landing.

                                     NEWSMEN
                         Have you heard about Pillsbury? What 
                         do you intend to do about Pillsbury? 
                         How about it, Governor?

               Willie pushes by them.

                                     WILLIE
                         Later, boys, later.
                              (to Jack)
                         Say, Jack, go back and get the Judge. 
                         Let's get him over to my hotel just 
                         as soon as you can.

               They all hurry after Willie as he rushes down the stairs.

               Interior: Lobby State Capitol, Day

               Anne is about to go up the stairs when she meets Willie and 
               the others on the way down.

                                     ANNE
                              (to Willie)
                         I waited for you.
                              (she sees Sadie)
                         Hello.
                              (back to Willie)
                         You promised we could... uh... discuss 
                         my charity project... Children's 
                         home?

                                     WILLIE
                         Well, I'm very sorry. Something very 
                         important came up. You'll call me 
                         later, won't you?

                                     ANNE
                         Yes, certainly.

                                     SADIE
                         We're late.

               Anne watches as they cross the lobby and exit.

                                                               DISSOLVE TO:

               Interior: Stark's Hotel Suite, Night

               Close shot of Willie, seated, with his feet propped up on a 
               table. Pillsbury stands before him. Jack, Sadie, Duffy, and 
               Sugar Boy are also in the room.

                                     WILLIE
                         Look at you, Pillsbury. Fifty years 
                         old, gut-sprung, teeth gone, never 
                         had a dime. If the Almighty had 
                         intended for you to be rich he'd 
                         have taken care of that a long time 
                         ago. The idea of you being rich... 
                         that's plain blasphemy. Ain't that a 
                         fact?

               Pillsbury doesn't answer.

                                     WILLIE
                         Answer me!

                                     PILLSBURY
                         Yes.

                                     WILLIE
                         Louder, man. Don't mumble. Speak up. 
                         Say it's a fact, a blasphemous fact.

                                     PILLSBURY
                         It's a fact, a blasphemous fact.

               Sugar Boy laughs loudly. The phone rings and Sadie picks it 
               up.

                                     SADIE
                         Yeah?... Oh, I see.
                              (hangs up)
                         Dumond can't come. He says his wife 
                         is sick.

                                     WILLIE
                         I don't care if she's dying. Sugar, 
                         get the car. Get him and bring him 
                         over here.

               Sugar Boy exists. Willie turns back to Pillsbury.

                                     WILLIE
                         Now, you know what you're supposed 
                         to do, don't you, Pillsbury? You're 
                         supposed to stay poor and take orders. 
                         Oh, there'll be some sweetening for 
                         you from time to time... but Duffy'll 
                         take care of that. Don't you go 
                         setting yourself up on your own again, 
                         do you understand that?

                                     PILLSBURY
                         Yes.

                                     WILLIE
                         Louder, man. And say, I understand 
                         that.

                                     PILLSBURY
                         I understand that.

                                     WILLIE
                         Give him a pen and some paper, Sadie.

               There is a knock on the door.

                                     WILLIE
                         See who that is, Duffy.

               Judge Stanton enters.

                                     WILLIE
                         Oh, hello, Judge. Sit down. I'll be 
                         with you in just a couple of seconds.
                              (back to Pillsbury)
                         Now write what I tell you to write... 
                         Dear Governor Stark. I wish to resign 
                         as auditor due to ill health, to 
                         take effect as soon as you can relieve 
                         me. Respectfully yours.
                              (after a pause)
                         Did you sign it?

                                     PILLSBURY
                         No.

                                     WILLIE
                              (roaring)
                         Well, sign it! Don't put any date on 
                         it. I can fill that in when I need 
                         it.

               Pillsbury signs the paper.

                                     WILLIE
                         Now bring it to me.

               Pillsbury moves slowly, so Sadie yanks the paper out of his 
               hand and passes it to Willie.

                                     WILLIE
                         Now get out.

               Pillsbury slinks out of the room.

                                     JUDGE
                         The papers have the story.

                                     WILLIE
                         Yeah, I know.

                                     JUDGE
                         They're talking about impeachment 
                         proceedings.

                                     WILLIE
                              (rising)
                         Against who?

                                     JUDGE
                         This time, Pillsbury.

                                     WILLIE
                         I got that "this time," Judge.

                                     JUDGE
                         How true is it?

                                     WILLIE
                         It's too true.

               The phone rings.

                                     SADIE
                         Yes?
                              (hands phone to Willie)
                         This is it, Willie. Jeff Hopkins on 
                         the wire.

               Willie takes the phone, but puts his hand over the mouthpiece 
               so that he can speak to Jack.

                                     WILLIE
                         What have we got on Hopkins, Jack?
                              (as Jack riffles 
                              through the black 
                              book)
                         Hello, Jeff. About that Pillsbury 
                         business...
                              (reads from black 
                              book Jack holds out 
                              for him)
                         Here's what I want you to do when it 
                         comes up in the legislature. Now, 
                         wait a minute, wait a minute. You 
                         listen to me.
                              (still reading from 
                              book)
                         You got a mortgage coming due on 
                         that place of yours in about five 
                         weeks, haven't you? You'd like to 
                         get it renewed, wouldn't you?
                              (pause)
                         All right, Tiny'll talk to you in 
                         the morning.

               He grins and hangs up the phone.

                                     WILLIE
                         Get going, Tiny.

               Duffy leaves.

                                     JUDGE
                         You haven't answered my question. 
                         Why are you saving Pillsbury's hide?

                                     WILLIE
                         I'm not a bit interested in 
                         Pillsbury's hide. It's something 
                         much more important than that. If 
                         the McMurphy boys get the notion 
                         they can get away with this, there's 
                         no telling where they'll stop.

                                     JUDGE
                              (quietly)
                         Or where you will... Pillsbury is 
                         guilty. As attorney general of this 
                         state, it's my job to prosecute.

                                     WILLIE
                         Judge, you talk like Pillsbury was... 
                         was human. He isn't. He's a thing. 
                         You don't prosecute an adding machine 
                         if the spring goes busted and makes 
                         a mistake. You fix it. Well, I fixed 
                         him. I'm not a bit interested in 
                         Pillsbury. It's something much bigger 
                         than that.

                                     JUDGE
                              (getting up)
                         Yes, it is.

                                     JACK
                         He's right, Judge. Can't you see 
                         that he's right?

                                     JUDGE
                         He's right because you want him to 
                         be right. Because you're afraid to 
                         admit you've made a mistake. Do it 
                         now before it's too late.
                              (to Willie)
                         I'm offering my resignation as 
                         attorney general. You'll have it in 
                         writing by messenger in the morning... 
                         dated.

                                     WILLIE
                              (softly)
                         It took you a long time to make up 
                         your mind, Judge. A long time. What 
                         made you take such a long time?

                                     JUDGE
                         I wasn't sure.

                                     WILLIE
                         And now you are?

               The Judge nods.

                                     WILLIE
                         I'll tell you what you are. You're 
                         scared. You sat in that big easy 
                         chair of yours for thirty years and 
                         played at being a judge. Then all of 
                         a sudden I came along and put a bat 
                         in your hand, and I said, go ahead, 
                         Judge, start swinging. And you did. 
                         And you had a wonderful time. But 
                         now you're scared. You don't want to 
                         get your hands dirty. You want to 
                         pick up the marbles... but you don't 
                         want to get your hands dirty. Look 
                         at my whole program, Judge. How do 
                         you think I put that across?

                                     JUDGE
                         I knew how, but I never knew why.

               He starts to leave.

                                     WILLIE
                         You're not by any chance thinking of 
                         going over to McMurphy's boys, are 
                         you?

                                     JUDGE
                         I'm through with politics.

                                     WILLIE
                         I'm happy to hear that.
                              (extends his hand)
                         No hard feelings.

                                     JUDGE
                              (ignores the hand)
                         Goodbye, Governor.
                              (to Jack)
                         Are you coming with me, Jack?

               Jack turns away.

                                     JUDGE
                         You're making a mistake.

               He goes. Willie closes the door behind him.

                                     WILLIE
                         Do you think he means it when he 
                         says he's through with politics, 
                         Sadie?

                                     SADIE
                         No. No, I don't.

                                     WILLIE
                         What about you, Jack?

                                     JACK
                         I've known the Judge all my life. 
                         He's always meant everything he's 
                         said.

                                     WILLIE
                         All right. All right. Take it easy. 
                         I'll take your word for it.

                                                               DISSOLVE TO:

               Exterior: Willie's Hotel, Night

               Willie's car draws up to the curb. Sugar Boy hops out to 
               open the door for Willie.

               Sadie is watching him from a window upstairs in the hotel. 
               Anne is in the back seat; Willie leans down to talk to her.

                                     WILLIE
                         Sugar, take Miss Stanton home.
                              (to Anne)
                         When am I going to see you again?

               She doesn't answer.

                                     WILLIE
                         What's the matter, Anne?

                                     ANNE
                         Please take me home now, Sugar Boy.

                                     WILLIE
                         You've got to understand me.

                                     ANNE
                              (turns away)
                         I understand you. It's myself I don't 
                         understand.

                                     WILLIE
                         Do you think I like sneaking around 
                         corners any more than you do? But 
                         right now, with the Pillsbury business 
                         and with your uncle quitting... If I 
                         got a divorce...

                                     ANNE
                         Maybe we'd better stop seeing each 
                         other.

                                     WILLIE
                         No. No, we won't stop seeing each 
                         other, will we?

                                     ANNE
                              (slowly)
                         No.

                                     WILLIE
                         Because you believe in what I tell 
                         you.

                                     ANNE
                              (puts her hand on his)
                         Because I believe what you tell me.

               Sadie approaches.

                                     SADIE
                         Good evening, Governor Stark.
                              (looks at Anne, but 
                              talks to Willie)
                         I thought you might like to know 
                         that Judge Stanton kept his promise.
                              (directly to Willie)
                         He gave the story to every paper in 
                         town.

                                     WILLIE
                         Sugar, meet me at the hotel as soon 
                         as you can.

                                                                   FADE OUT

               FADE IN:

               NEWSPAPER HEADLINE

               ATTORNEY GENERAL RESIGNS:
               STANTON ACCUSES STARK OF
               QUASHING PILLSBURY GRAFT

               Interior: State Legislature Assembly Room, Day

               Duffy stands in the forground, looking in on the uproar and 
               confusion of the assembly.

                                     SENATOR
                         These are serious charges that Judge 
                         Stanton has given to the press. This 
                         legislature is entitled to a complete 
                         and full report on the Pillsbury 
                         affair. Let the truth be known.

                                     2ND SENATOR
                         Let it come out.

                                     3RD SENATOR
                         I move that we adjourn.

                                     4TH SENATOR
                         I second the motion.

                                     CHAIRMAN
                         All those in favor, say aye... Motion 
                         carried. The house is adjourned.

               As Duffy turns and walks away, other senators rise up in 
               their seats in protest.

                                                               DISSOLVE TO:

               MONTAGE: PILLSBURY SCANDAL

               Sign on building reads: CITIZENS COMMITTEE MEETING, Subject: 
               PILLSBURY SCANDAL, 8 P.M. Tonight -- Town Hall.

               A man pastes a strip across the sign: CANCELED.

               A man is making a speech to a small group of people.

                                     MAN
                         If you let Willie Stark get away 
                         with the Pillsbury graft, there's no 
                         telling...

               Thugs break up the meeting. The speaker is beaten up. Jack 
               Burden turns through the pages of the little black book.

                                                               DISSOLVE TO:

               Interior: Stark's Hotel Suite, Day

               Willie is lying on the bed. Jack is seated. Sadie and Sugar 
               Boy stand nearby.

                                     JACK
                         But we beat the Pillsbury rap... 
                         It's over.

                                     WILLIE
                         These things are never over. I'll 
                         tell you what I want you to do, Jack. 
                         I want you to start a new page in 
                         that black book of yours... under 
                         then name of Judge Stanton.

                                     JACK
                         You're crazy. There's nothing on the 
                         Judge.

                                     SADIE
                         Why? Because his name is Stanton?

                                     WILLIE
                         Ssshhh, easy.

                                     JACK
                         What if I won't do it?

                                     WILLIE
                         You know, some of this has rubbed 
                         off on you.

                                     JACK
                         What are you going to do? Have me 
                         shot?

                                     WILLIE
                         No... no... but I'll have to get 
                         myself a new boy.

                                     JACK
                         I tell you there's nothing on the 
                         Judge.

                                     WILLIE
                         Jack, there's something on everybody. 
                         Man is conceived in sin and born in 
                         corruption.

                                     JACK
                         It's a waste of time.

                                     WILLIE
                         What's the matter, Jack? Are you 
                         afraid you might find something out?

               Jack stares at him.

                                                               DISSOLVE TO:

               Exterior: Burden's Landing Ferry, Night

               Jack's car is seen coming across on the ferry.

                                     JACK
                              (voice over)
                         I kept saying to myself that Willie 
                         was wrong about the Judge. If there 
                         was anything left at Burden's Landing, 
                         it was honor. I had to believe that.

                                                               DISSOLVE TO:

               Interior: Stanton Living Room, Night

               Jack and Anne stand together in the living room.

                                     JACK
                         Anne, I want to ask you a question. 
                         Was the Judge ever broke? Really 
                         broke?

                                     ANNE
                         Why do you want to know?

                                     JACK
                         I don't want to know, but I've got 
                         to.

                                     ANNE
                         Did he tell you --

                                     JACK
                         Did who tell me?

                                     ANNE
                         I don't know. I... how should I know 
                         if the Judge was ever broke?

               She walks away from him. Adam enters, carrying bundles of 
               food and two wine bottles.

                                     STANTON
                         Hello... Come on, Anne, take this 
                         food and start cooking. I'm hungry.

               Anne takes the grocery bundles. Jack grabs the wine.

                                     JACK
                         Me, I'm on the thirsty side. Bring 
                         some glasses, Anne, quick.

               He joins Adam, who has opened the piano.

                                     STANTON
                              (laughing)
                         It's been a long time since I played 
                         this thing. What do you say we wake 
                         up the ghosts, huh?

                                     JACK
                              (calling to Anne)
                         Another glass, Anne, for a ghost.

                                     STANTON
                              (starting to play)
                         Remember the last time I played this? 
                         You and Anne were dancing?

               Anne returns with three glasses. Jack grabs her around the 
               waist and whirls her around.

                                     JACK
                         Shall we dance?

                                     ANNE
                         Let's... let's have a drink first.

               Adam starts to pour the wine.

                                     JACK
                         No, no... keep playing. Anne and I 
                         want to hear this, don't we, Anne?
                              (Jack pours the wine)
                         Adam... ghost... and me.

                                     STANTON
                         What shall we drink to?

                                     JACK
                         To the ghost?... To Adam, to the 
                         director of the new medical center.

                                     STANTON
                              (bangs the piano keys)
                         Don't you ever stop working for him?

                                     ANNE
                         Adam!

                                     STANTON
                         I came up here to get away...

                                     JACK
                         I'm sorry, Adam.

                                     ANNE
                         Well, I'm not. What's wrong with 
                         being the director of the new medical 
                         center?

                                     STANTON
                         Nothing, except that I'm not going 
                         to take it.

                                     JACK
                         Why? Because your uncle resigned?

                                     STANTON
                         That's partly it. There are other 
                         things.

                                     ANNE
                         What other things?

                                     STANTON
                              (looks at her)
                         You too?

                                     ANNE
                         Yes, me too.

                                     JACK
                         Anne, if Adam doesn't want to discuss 
                         it, let's not.

                                     STANTON
                         All right, let's discuss it.

                                     ANNE
                         But calmly.

                                     STANTON
                         Calmly. Go ahead, Jack. Why do you 
                         think he wants me?

                                     JACK
                         Because you're the best man for the 
                         job.

                                     STANTON
                         It could have nothing to do with my 
                         name being Stanton?

                                     JACK
                         It could have. Let's grant that.

                                     STANTON
                         That's your answer.

                                     JACK
                         No, it's not. If that were the only 
                         answer I wouldn't be with him any 
                         more. There's another side of it. 
                         I've learned something from him. You 
                         can't make an omelet without cracking 
                         eggs.

                                     STANTON
                         Or heads.

                                     ANNE
                         But at least a hospital will be built, 
                         and the sick will be cared for.

                                     STANTON
                         At what price?

                                     JACK
                         At any price.

                                     STANTON
                         Do you really believe that, Jack?

                                     JACK
                         I really believe that Stark wants to 
                         do good. You do too. It's a matter 
                         of method. Many times out of evil 
                         comes good. Well, pain is an evil. 
                         As a doctor you should know that.

                                     STANTON
                         Pain is an evil; it is not evil. It 
                         is not evil in itself. Stark is evil.

                                     JACK
                         The people of the state don't think 
                         so.

                                     STANTON
                         How would they know? The first thing 
                         he did was to take over the newspapers 
                         and the radio stations. Why be so 
                         afraid of criticism? If Stark is 
                         interested in doing good, he should 
                         also be interested in the truth. I 
                         don't see how you can separate the 
                         two. No, Stark is not for me.

                                     ANNE
                              (upset)
                         No, Stark is not for you. Well, what 
                         is for you? Pride. Pride, that's all 
                         it is... foolish, stupid pride. All 
                         you've ever talked about is what you 
                         could do if... if somebody would 
                         tear down and build. All right, all 
                         right, somebody has, and he's given 
                         it to you. But he's not for you. No, 
                         he's not for you.

               She throws down her glass and runs crying from the room. 
               Adam goes after her.

                                     STANTON
                         Anne... Anne...

               Interior: Stanton Hallway and Stairs, Night

               Anne runs upstairs and Adam follows. The Judge comes out of 
               his room to see what has happened, sees Jack standing at the 
               foot of the stairs, hesitates a moment, and then goes back 
               to his room without speaking.

                                                               DISSOLVE TO:

               Interior: County Recorder Room, Day

               Jack enters and speaks to a clerk, who then directs him to 
               one of the files. He starts to look through the files marked 
               MORTGAGES DEFAULTED.

                                     JACK
                              (voice over)
                         Will I find anything, Judge? Will I? 
                         I didn't find it all at once. It 
                         takes a long time to go through old 
                         courthouse records and musty deeds... 
                         a very long time. But it wasn't too 
                         hard for me. I was well trained in 
                         research, especially this kind.

               He pulls out a file.

                                     JACK
                              (voice over)
                         I found what I didn't want to find.

               He takes the file back to the clerk.

                                     JACK
                         Have some photostat copies made of 
                         these. I'll be back tomorrow for 
                         them.

                                                               DISSOLVE TO:

               Interior: Jack's Hotel Bedroom, Day

               Jack is lying on his bed, looking over the documents that 
               relate to the Judge. He looks haggard and worried. There is 
               a knock on the door. Jack doesn't answer; the knock is 
               repeated.

                                     JACK
                         Who is it?

                                     SADIE'S VOICE
                         It's me, Sadie Burke.

                                     JACK
                         Wait a minute.

               He hides the documents under his pillow.

                                     JACK
                         All right, come in.

               She comes in, sniffs the air.

                                     SADIE
                         Phew! Awful lot of smoke. Awful lot 
                         of whisky. You sober?

                                     JACK
                         Stone.

                                     SADIE
                         I'll have one with you.
                              (starts tidying up 
                              the room)
                         What are you hiding out for?

                                     JACK
                         I'm not. I've been sleeping.

                                     SADIE
                         For four days? You've been back in 
                         town for four days.

                                     JACK
                         Willie knows everything.

                                     SADIE
                         Willie's worried about his boy.

                                     JACK
                         Willie's boy is worried about Willie's 
                         boy.

                                     SADIE
                         Well, why don't you put something on 
                         the phonograph -- a low-down, mean 
                         blues. Play it over and over again 
                         until you're sick of it. Then crack 
                         it and go back to work.
                              (sits down)
                         I do it all the time.

                                     JACK
                         That's not my problem.

                                     SADIE
                         No, it isn't your problem.
                              (gets up again)
                         I'll wait for you if you want to 
                         powder your nose.

               Jack goes into the bathroom.

                                     JACK
                         I'll be with you in a minute.

               Sadie wanders around. She goes to the dresser, upon which is 
               a photograph of Anne Stanton. She picks up the picture and 
               places it so she can see it in the mirror and compare it 
               with her own reflection.

                                     SADIE
                         Hmmm. Yeah, I can see it. I've got 
                         to look in the mirror to be able to 
                         see it. Soft, white skin... not like 
                         mine.
                              (runs her hand across 
                              her cheeks)
                         I had smallpox when I was a kid. 
                         Where I lived it seemed nearly all 
                         the kids had smallpox...

               Jack watches her through the open bathroom door.

                                     SADIE
                         It leaves your face hard. Then she's 
                         got poise. Look at the way she holds 
                         her head... at just the right angle. 
                         That takes training. That takes years 
                         of training...

               Jack, towel in hand, comes out and stands behind her. He 
               looks at her in the mirror, puzzled.

                                     SADIE
                         I see what Willie sees. Willie's got 
                         big ideas, Jack.

                                     JACK
                         What do you mean?

                                     SADIE
                         A girl like that could be a governor's 
                         wife. Or even a President's.

                                     JACK
                         What are you talking about?

                                     SADIE
                         He ditched Lucy, he ditched me, and 
                         he'll ditch you.

                                     JACK
                              (shaking her)
                         Answer me!

                                     SADIE
                         He'll ditch everybody in the whole 
                         world because that's what Willie 
                         wants. Nobody in the world but him.

                                     JACK
                         What are you talking about?

                                     SADIE
                         You and your high-tone friends. What 
                         do they know? What do they know about 
                         anything? Why did you have to mix 
                         her in?

                                     JACK
                         You're crazy, Sadie. You're out of 
                         your mind.

                                     SADIE
                         Am I? Well, why don't you go down 
                         and ask her. Or ask him. Ask Willie.

                                     JACK
                         Shut up!

                                     SADIE
                         Go ahead, ask him.

                                     JACK
                         Shut up!

                                     SADIE
                         Ask him!

               He slaps her hard.

                                     SADIE
                         Ow-oo... oh... oh.

               She starts to laugh.

                                                               DISSOLVE TO:

               Exterior: Football Field, Day

               A football team is practicing on the field. Willie watches 
               from the bench. A player kicks the ball and Tom misses it. 
               Jack walks over to Willie.

                                     JACK
                         He's off today.

                                     WILLIE
                         It's only practice. He'll be all 
                         right tomorrow... You been gone a 
                         long time, Jack.

                                     JACK
                         Yeah. I figured if you needed me 
                         you'd yell.

                                     WILLIE
                         Why'd you lay around the hotel?

                                     JACK
                         Thinking.

                                     WILLIE
                         About what?

                                     JACK
                         Things.

                                     WILLIE
                         What did you find on the Judge?

                                     JACK
                         Nothing.

                                     WILLIE
                         You sure you didn't find anything on 
                         the Judge?

                                     JACK
                         Yeah, I'm sure.

                                     WILLIE
                         You're going to keep trying, aren't 
                         you?

                                     JACK
                         If you want me to.

                                     WILLIE
                         I want you to. There's something 
                         else I want you to do too.

                                     JACK
                         What? Bucket boy? Towel slinger? 
                         What?

                                     WILLIE
                              (looks at him closely)
                         What's eating you, Jack?

                                     JACK
                              (avoiding it)
                         What else do you want me to do?

                                     WILLIE
                         If you've got something on your mind, 
                         boy, spit it out. We've been together 
                         too long to play games.

                                     JACK
                         What do you want me to do?

                                     WILLIE
                         I hear your pal Adam Stanton turned 
                         down the job as director of the 
                         hospital. That's bad. Especially at 
                         a time like this.

                                     JACK
                         Oh? How did you hear it?

                                     WILLIE
                         Why? What difference does it make?

                                     JACK
                         I just wanted to know.

                                     WILLIE
                         I heard it around.

                                     JACK
                              (insistent)
                         How did you hear he turned it down, 
                         Willie?

               Out on the field the boys have stopped playing and are huddled 
               around the coach.

                                     WILLIE
                         I'll be right back, Jack. I want to 
                         see what's happening here.

               He goes over to the group on the field. The coach is talking 
               to Tom.

                                     COACH
                         You going to practice the way I tell 
                         you.

                                     TOM
                         I'm going to do it the way I want to 
                         do it.

               Willie comes up to them.

                                     WILLIE
                         Tom, come here. What's going on here?

                                     COACH
                         I don't care if he is your son, 
                         Governor... No special rules for 
                         him.

                                     TOM
                         It doesn't make any difference to me 
                         either way... whether I play or not.

                                     WILLIE
                         Well, it does to me.
                              (to coach)
                         What do you want him to do?

                                     COACH
                         To behave himself. Like the rest of 
                         the boys. Four times this season 
                         he's broken training. He comes on 
                         the practice field half potted.

                                     WILLIE
                         Tom, you're going to have to obey 
                         the rules. Do you hear me? You're 
                         going to obey the rules.

                                     TOM
                         I put 'em across, don't I? Every 
                         Saturday I put 'em across and I can 
                         still do it, drunk or sober. That's 
                         all you want, isn't it... for me to 
                         put 'em across so you can big-shot 
                         it around? Isn't that all you want?

               He walks away.

                                     WILLIE
                         Tom!
                              (to coach)
                         He's a little high-strung.
                              (goes after Tom)
                         Tom, come here. Tom!

                                                               DISSOLVE TO:

               Exterior: Highway, Foggy Day

               Sign in foreground reads: WILLIE STARK HIGHWAY U.S. 56. A 
               car swerves around a bend and careens down the highway.

               Tom and his girl friend Helene are in the car. Tom is 
               drinking.

                                     HELENE
                              (laughing)
                         Come on, Tommy... let's go faster. 
                         Come on...

               The car goes across a bridge, weaving. Two motorcycle cops 
               parked there start to give chase.

               Tom's car swerves out of control and crashes through a fence.

               The two motorcycle cops ride out to the field to the wrecked 
               car. They find Tom and Helene, unconscious. One of the cops 
               picks up the empty bottle and hands it to the other.

                                     2ND COP
                              (looking at Tom)
                         It's the governor's son.

               He throws the bottle away.

                                                               DISSOLVE TO:

               NEWSPAPER HEADLINES

               GOVERNOR'S SON HURT: 
               GIRL NEAR DEATH IN CRASH

               Below the headline is a picture of Helene Hale's father. 
               Another picture of Mr. Hale on the front page. Caption reads:

               GIRL'S FATHER CLAIMS DRUNK DRIVING CAUSE OF WRECK 
               ADMITTANCE TO HOSPITAL DENIED PRESS

                                                               DISSOLVE TO:

               Interior: Governor's Mansion, Night

               Lucy and Mr. Hale walk across the large reception room toward 
               Willie. Jack, Sugar Boy, and Duffy stand around in the 
               background.

                                     LUCY
                         Willie, Mr. Hale's here to see you.

               Willie comes to meet them, a drink in his hand. He is 
               obviously drunk.

                                     WILLIE
                         Go on upstairs, Lucy. I have some 
                         business I want to talk over with 
                         Mr. Hale.

                                     HALE
                         What I've got to say anybody can 
                         listen to... Where's your boy?

                                     WILLIE
                         Now... now, don't get excited.
                              (to Sugar Boy)
                         Get me another drink, Sugar.

                                     HALE
                         My daughter may die.

                                     WILLIE
                         She's not going to die. She'll get 
                         the best medical attention there is. 
                         No expense will be spared.

                                     HALE
                         Where's your boy?

                                     LUCY
                         I'll get him.

                                     WILLIE
                         Wait a minute, Lucy. He's asleep. 
                         And the doctor said after a good 
                         night's sleep he'll be all right.

                                     LUCY
                         No, he won't be all right unless you 
                         make him all right. I'll get him.

               She goes.

                                     WILLIE
                         Lucy!
                              (to Hale)
                         You care for a drink?

                                     HALE
                         No thanks.

                                     WILLIE
                         Accidents will happen, you know.

                                     HALE
                         Accidents? Your boy was drunk.

                                     WILLIE
                         I saw the police report. There... 
                         there was nothing about drunkenness 
                         on the police report.

                                     HALE
                         Whose police and whose report? I say 
                         the boy was drunk. And I know it.

               Tom comes down the stairs, with Lucy.

                                     HALE
                              (to Tom)
                         Right here before your father... I 
                         want you --

                                     TOM
                         Mr. Hale --

                                     WILLIE
                         Tom, the doctor says you need rest, 
                         boy.

                                     TOM
                              (turns on him)
                         I don't want you to try to cover up 
                         for me. I was wrong... that's all 
                         there is to it.

                                     WILLIE
                         You don't know what you're talking 
                         about. I saw the police report --

                                     TOM
                         I don't care what the police report 
                         says. I was driving and I was drunk. 
                         It's all my fault.
                              (to Hale)
                         Anything you want to do to me, you 
                         can do. Whatever you want me to do, 
                         I'll do.

                                     WILLIE
                         Nobody has to do anything. Stop 
                         worrying. I'll take care of 
                         everything.

                                     TOM
                         I don't want you to take care of 
                         anything.

               Tom looks ill; he presses his hand to his forehead.

                                     WILLIE
                         Tom, go on upstairs and get some 
                         rest, boy. Go on... go on... go on.

               Tom walks slowly toward the stairs.

                                     WILLIE
                         Sugar, help him... Mr. Hale, come on 
                         over and sit down. You sure you 
                         wouldn't care for a drink, Mr. Hale?

               Hale sits down, shakes his head.

                                     WILLIE
                         Hey, Tiny, go home. Go on, out of 
                         here... out of here. Go on.

               Duffy leaves, disgruntled. Willie sits on a coffee table. He 
               pours himself another drink.

                                     WILLIE
                         What business did you say you were 
                         in?

                                     HALE
                         I didn't say.

                                     WILLIE
                         What business are you in?

                                     HALE
                         Trucking business.

                                     WILLIE
                         Trucking business. Trucks run on 
                         state roads. If a man in the trucking 
                         business had a contract with the 
                         state, a big one, that would be pretty 
                         good, wouldn't it?
                              (to Jack)
                         Go on, Jack. Tell him what would 
                         happen.

               Jack is silent.

                                     WILLIE
                         Go on, tell him.

                                     HALE
                         You're trying to bribe me, aren't 
                         you?

                                     WILLIE
                         No, no. No, I'm not trying to bribe 
                         you. I'm... I'm only talking things 
                         over with you, that's all.

                                     HALE
                         You're pretty good at talking. I 
                         remember when you first started 
                         talking. A place called Upton. You 
                         did a lot of talking then and the 
                         things you said made sense, to me 
                         and a lot of other people. I believed 
                         in you... I followed you... and I 
                         fought for you. Well, the words are 
                         still good. But you're not.
                              (rises)
                         And I don't believe you ever were.

               He walks out of the room.

                                     WILLIE
                              (after a pause)
                         Sugar, follow him. Keep calling in.

               Sugar goes, leaving just Jack and Willie. Willie, very drunk, 
               tries to get up but falls against the piano.

                                     WILLIE
                              (yells)
                         Lucy!... Lucy!

               He staggers up the long stairway. Halfway up he tumbles, 
               groaning. Jack helps him to his feet.

                                     JACK
                         I'd like Anne to see you now. I'd 
                         like Anne to see you now, you drunken 
                         sot!
                              (drags him up the 
                              stairs)
                         Come on.

                                                                   FADE OUT

               FADE IN:

               NEWSPAPER

               Photograph of Helene Hale on front page. Headline reads:

               GIRL CRASH VICTIM DIES

               Under the photograph there is a caption:

               FATHER MYSTERIOUSLY DISAPPEARS AFTER BARING BRIBE OFFER BY 
               GOVERNOR STARK

                                                               DISSOLVE TO:

               Exterior: Governor's Mansion, Day

               Willie, Jack, and Sugar Boy are accosted by a group of newsmen 
               as they come down the stairs.

                                     NEWSMEN
                         What about the girl's father, 
                         Governor? Have you a statement to 
                         make?

                                     WILLIE
                         All right, all right, gentlemen. 
                         I'll give you a statement. This whole 
                         thing is a mess of lies. It's a frame. 
                         The man that made that statement... 
                         have him repeat it to my face. He 
                         can't. He vanished. Let me ask you 
                         some questions. Where has he gone? 
                         Where is he?

                                     REPORTER
                         Maybe you could answer those questions 
                         too, Governor.

               Sugar Boy makes a move for the reporter but Willie holds him 
               back.

                                     WILLIE
                         I won't dignify that question with 
                         an answer.

                                     ANOTHER REPORTER
                         One more question, Governor... Where's 
                         your son?

                                     WILLIE
                         At the football stadium, where he's 
                         supposed to be. He's going to play 
                         for State University, which this 
                         administration is responsible for. 
                         He's not hiding from anybody, 
                         gentlemen. He'll be out there in 
                         full view of seventy thousand cheering 
                         fans.
                              (starts down the stairs)
                         One of which will be me. See you, 
                         men.

               He leaves, followed by Jack and Sugar Boy.

                                                               DISSOLVE TO:

               Exterior: Football Field, Day

               The game is in progress and the stands are packed. But there 
               is no cheering. Instead we hear boos, and shouts for Tom.

                                     CROWD VOICES
                         Where's Stark? How about Tommy Stark? 
                         Hey, Willie, send your boy in.

               Exterior: Willie's Box

               Willie, Jack, Sugar Boy, and Lucy are in one box. Sadie and 
               Duffy sit in the adjoining one. Willie is standing up. The 
               crowd continues to heckle him.

                                     WILLIE
                         Why don't they put him in!

                                     MAN
                         Come on, Willie... send your boy in.

               A drunk comes over to his box.

                                     DRUNK
                         What's the matter, Willie... is your 
                         little boy ashamed to show his face?

                                     DUFFY
                         Shut up!

               Willie signals angrily to the police.

                                     WILLIE
                         Get that man out of here! Come on, 
                         get him out of here.

               The man is dragged away. The crowd boos, and Willie gets up 
               and leaves the box, followed by Jack.

                                                               DISSOLVE TO:

               Interior: Stadium Dressing Room, Day

               Tom is sitting on one of the massage tables with a towel 
               around his shoulders as Willie and Jack come in. The sound 
               of the boos can still be heard.

                                     WILLIE
                         They're booing you.

                                     TOM
                              (holds his head)
                         Ever since the accident, my head...

                                     WILLIE
                         The doctor said it was nothing.

                                     TOM
                         Get dizzy... can't see... dizzy...

                                     WILLIE
                         You're scared... plain scared.

                                     TOM
                              (looks up angrily)
                         Get out of here!

                                     WILLIE
                         Atta boy... get mad. Show some spirit. 
                         Jack, tell him what his playing means. 
                         Go on, tell him.

                                     JACK
                         You can never tell about a head 
                         injury. Maybe the boy's hurt.

                                     WILLIE
                         He's hurt? I'm hurt. It wasn't me 
                         that wrapped that car around the 
                         tree. It wasn't me that got drunk. 
                         But me, I'm takin' the rap.
                              (softer, to Tom)
                         Go on, kid. Get out there and play. 
                         Show 'em the kind of stuff a Stark 
                         is made of.

                                     TOM
                              (coldly)
                         I wouldn't know.

               Enraged, Willie slaps him. Tom fights back, and Jack has to 
               pull them apart.

                                     JACK
                         Tom... cut it out!

                                     TOM
                              (breathing heavily)
                         All right, I'll play. Now get out of 
                         here.

               Camera holds on Tom as Jack and Willie leave. He picks up 
               his uniform, stops, then rubs his head.

                                                               DISSOLVE TO:

               Exterior: Football Stadium, Day

               Tom is on the field. He runs up to the coach.

                                     P.A. ANNOUNCER
                         Stark's going in!

               The boos turn to cheers. The crowd applauds.

               Willie signals from his box to the coach. He wants Tom sent 
               in. Tom runs out on the field and joins the team. The players 
               are lined up, in position to play. Tom shakes his head, as 
               if trying to clear it.

                                                               DISSOLVE TO:

               Exterior: Football Stadium, Time Lapse

               The crowd yells excitedly. Tom, looking weary, gets the ball 
               and runs with it downfield. Three players tackle him hard 
               and fall on him. A silence falls over the stadium as he fails 
               to get up with the others.

               In Willie's box, everyone is standing.

                                     LUCY
                         Tommy... Tommy... Tommy!

               Willie rushes out onto the field and kneels beside Tom as 
               the doctor and stretcher bearers arrive.

                                                               DISSOLVE TO:

               Interior: Hospital Waiting Room, Night

               Lucy and Willie are waiting for news about Tom. Sugar Boy 
               comes in with a paper bag and sets it on a table.

                                     SUGAR BOY
                         B-b-boss, you gotta eat. You g-g-
                         gotta.

               Willie motions him away.

                                     WILLIE
                         I'm the one that made him play. I 
                         sent him in.

                                     LUCY
                         Sit down, Willie. Please sit down.

                                     WILLIE
                         I sent him in.

                                     LUCY
                         What difference does that make now?

               Jack comes in.

                                     WILLIE
                         What goes on?

                                     JACK
                         There isn't a plane flying.

                                     WILLIE
                         They gotta fly. This is my son. He's 
                         got to live.

               Adam Stanton enters.

                                     STANTON
                         I just got a call from Dr. Birnham. 
                         The earliest he can possibly get 
                         here will be tomorrow morning.

                                     WILLIE
                         Isn't there anybody else we can get?

                                     JACK
                         I still think Dr. Stanton should 
                         operate.

                                     STANTON
                         That's up to Governor Stark. He wanted 
                         another doctor... a specialist. I 
                         sent for one.

                                     WILLIE
                         How bad is it really, doctor?

                                     STANTON
                         He's unconscious... and paralyzed.

               Lucy slumps in her chair.

                                     WILLIE
                         Has he got a chance?

                                     STANTON
                         To live? Yes.

                                     WILLIE
                         What do you mean?

                                     STANTON
                         Even if the operation's successful -- 
                         that is, if he lives -- I think he'll 
                         be paralyzed for life.

                                     WILLIE
                         You'll do everything you can, won't 
                         you? Anything between you and me.. 
                         that won't count, will it? It doesn't 
                         have to. Look, doc, anything you 
                         want in the world you just ask for 
                         it and you got it. Go on, doc... ask 
                         for it.

                                     STANTON
                              (coldly)
                         There are some things, Governor Stark, 
                         that even you can't buy. Do you want 
                         me to operate, or don't you?

                                     LUCY
                         Yes... I want you to operate.
                              (stands up)
                         Please, may I see Tom now?

                                     STANTON
                         Yes.

               They leave together.

                                     WILLIE
                              (to Jack)
                         How much does the doc know?

                                     JACK
                         About what?

                                     WILLIE
                         Oh, you know what I'm talking about.

                                     JACK
                         About what?

                                     WILLIE
                         About Anne and me.

                                     JACK
                              (after a pause)
                         He doesn't know a thing... not a 
                         thing.

               Jack turns and walks away.

                                                               DISSOLVE TO:

               Exterior: Hospital, Night

               Anne has been waiting outside the hospital. She turns to 
               Jack as he comes out the door.

                                     ANNE
                         Jack, how is he?

                                     JACK
                         The boy?

                                     ANNE
                         Yes.

                                     JACK
                         He'll live.

                                     ANNE
                         Oh, thank God. How is --

                                     JACK
                         Willie?

                                     ANNE
                         He blames himself, doesn't he?

                                     JACK
                              (as he walks down the 
                              street)
                         He'll find someone else to blame in 
                         a few days.

                                     ANNE
                              (following him)
                         Oh, I tried to call here at the 
                         hospital, but I just...

               They walk together, along the waterfront.

                                     JACK
                         Anne... Anne, why did you do it?

                                     ANNE
                         He wasn't like anybody I ever knew 
                         before.

                                     JACK
                         You mean he wasn't like me.

                                     ANNE
                         He wasn't like anybody I ever knew 
                         before. I love him, I guess. I guess 
                         that's the reason.

                                     JACK
                         Everybody loves him.

                                     ANNE
                         He wants to marry me.

                                     JACK
                         Are you going to?

                                     ANNE
                         Not now. It would hurt him. A divorce 
                         would hurt his career.

                                     JACK
                         His career!

                                     ANNE
                         Jack... Jack, what are you going to 
                         do? You can't leave him now. He needs 
                         you now more than he ever did before.

                                     JACK
                         What Willie needs, Willie's got.

                                     ANNE
                         You don't know him. You've known him 
                         all these years and you don't really 
                         know him at all.

                                     JACK
                         What about Adam?

                                     ANNE
                         Adam?

                                     JACK
                         Well, you don't have to worry about 
                         him. If Adam finds out it'll be easy 
                         to prove a Stanton is no different 
                         than anybody else.
                              (gives her the papers 
                              on the Judge)
                         Just show him these. Willie was 
                         right... a man is conceived in sin 
                         and born in corruption. Even Judge 
                         Stanton. Show them to him, Anne. 
                         Change the picture of the world that 
                         Adam has in his head, just like our 
                         picture of it has been changed.

               He grips her by the shoulders.

                                     JACK
                         Wipe out everything he's ever believed 
                         in. It'll be good for him. There's 
                         no God but Willie Stark. I'm his 
                         prophet and you're his...
                              (pushes her aside, 
                              then feels sorry and 
                              walks after her)
                         Oh, Anne... Anne, I'm sorry. I didn't 
                         mean... Anne!

               A policeman comes over.

                                     POLICEMAN
                         What's going on here?

               Jack catches up to Anne. He takes her arm and they start to 
               walk back together.

                                     JACK
                         It's all right, officer... we both 
                         work for Willie Stark.

                                                                   FADE OUT

               FADE IN:

               Exterior: Hospital Site, Day

               Willie, Anne, Adam, and Jack inspect a construction site. 
               There are newsmen and photographers present.

                                     WILLIE
                              (to Adam)
                         Right over there, that's going to be 
                         the main building... fifteen stories 
                         high, like on the model. Over there, 
                         that's the laboratory. Finest 
                         technical equipment in the world.

                                     STANTON
                         What are you trying to convince me 
                         of? I've taken the job.

                                     WILLIE
                         Why?

                                     STANTON
                         My reasons are my own. Why are you 
                         building a hospital?

                                     WILLIE
                         To do some good for the people of 
                         the state.

                                     STANTON
                         And get some votes.

                                     WILLIE
                         Oh, there are lots of ways to get 
                         votes.

                                     STANTON
                         Yes, I know... I won't stand for any 
                         interference.

                                     WILLIE
                         I won't interfere. I may fire you, 
                         but I won't interfere.

                                     STANTON
                         If that's a threat, you're wasting 
                         your time. You know what I think of 
                         your administration.

                                     WILLIE
                         Yes, I know. I'll tell you what... 
                         You stay on your side of the fence; 
                         I'll stay on mine. Is that a deal?

               They climb up onto the platform, where the newsmen gather 
               around to take pictures. Willie and Adam shake hands.

                                     JACK
                              (voice over)
                         Now he had us all... me, Anne, and 
                         Adam. Now we all worked for him.

                                                                   FADE OUT

               FADE IN:

               Interior: Projection Room, Day

               Willie, Jack, and Sugar Boy are watching a newsreel, similar 
               in style to the March of Time newsreels. A producer, his 
               assistant, and two policemen are also in the room.

                                     NARRATOR'S VOICE
                         And so the eyes of the entire nation 
                         are now focused upon Governor Willie 
                         Stark, an amazing phenomenon on the 
                         American political scene. The whole 
                         state is filled with his 
                         accomplishments -- each of them, of 
                         course, bearing his personal 
                         signature, to make sure that no one 
                         will ever forget who gave them to 
                         the state.

               MONTAGE: THE NEWSREEL

               Large plaque on side of the highway: THIS BRIDGE WAS BUILT 
               DURING THE FIRST ADMINISTRATION OF GOVERNOR STARK. A TOLL 
               BRIDGE STOOD HERE FOR FIFTY YEARS... NOW THE PEOPLE TRAVEL 
               FREE

               Camera pans to shot of the bridge.

               Plaque over college entrance: STARK COLLEGE... THAT EVERY 
               MAN, WOMAN, OR CHILD, RICH OR POOR, SHALL HAVE AN EDUCATION... 
               WILLIE STARK

               Shot of library -- lettering reads WILLIE STARK LIBRARY. 
               KNOWLEDGE BELONGS TO THE PEOPLE Shot of bad road running 
               through dry, barren land.

                                     NARRATOR'S VOICE
                         This is the way the roads used to 
                         be. But there are those who claim 
                         that they were adequate for the 
                         people's needs, that you don't need 
                         a four- or six-lane highway for a 
                         horse and buggy.

               Shot of horse pulling a plow.

               The empty, untraversed STARK HIGHWAY.

                                     NARRATOR'S VOICE
                         When Stark boasts of his great school 
                         system, his critics say: you can't 
                         go to school and work in the fields 
                         at the same time. And they question 
                         the benefit of these projects, 
                         charging that the need and the poverty 
                         of the people is as great as before.

               Shot of large school. Camera cuts to men working in the field, 
               then to ramshackle barn, and to a farmer walking across his 
               rotted cornfield.

                                     NARRATOR'S VOICE
                         Willie Stark has never forgotten the 
                         source of his power: the people who 
                         supported him.

               Willie talking to the farmers.

                                     NARRATOR'S VOICE
                         He still keeps in touch with these 
                         people of the backwoods, making 
                         periodic trips to such places as 
                         Kanoma City, now famous as his 
                         birthplace...

               Willie's official car and escort speeding through a street. 
               Sign reads: KANOMA CITY, BIRTHPLACE OF WILLIE STARK

               Shot of Willie having his picture taken with Lucy and Pappy 
               on the porch of the old farm.

               Willie mending the fence on the farm. Willie feeding the 
               pigs.

                                     NARRATOR'S VOICE
                         For those who say that Willie Stark 
                         is a man of destiny, there are others 
                         who claim that he is a man of evil, 
                         a man who cares neither for the people 
                         nor the state, but only for his own 
                         personal power and ambition.

               Willie making a speech to a huge crowd of cheering people.

               Willie inspecting his police force.

               Willie pounding the desk in the state legislature.

                                     NARRATOR'S VOICE
                         Obviously, these ambitions go far 
                         beyond the boundaries of the state. 
                         Just how far, only time will tell. 
                         Meanwhile, he is here...

               Big close-up of Willie as he delivers a speech.

                                     NARRATOR'S VOICE
                         ...and from the looks of things, he 
                         is here to stay. Willie Stark: messiah 
                         or dictator?

               The picture goes off and the lights in the room come on.

                                     PRODUCER
                         How do you like it, Governor?

               Willie stands and faces the producer.

                                     WILLIE
                         How many theaters will this play in?

                                     PRODUCER
                         All over the country.

                                     WILLIE
                         Hear that, Jack. All over the country.

               They start to leave. Willie stops for a moment.

                                     WILLIE
                         Oh, there's one thing in there I 
                         didn't like too well. That messiah 
                         or dictator.

                                     PRODUCER
                         That's our point of view, Governor. 
                         And that's the way it stands.

               There is a silence. Willie's face is hard. Then he grins.

                                     WILLIE
                         All right, all right, that's the way 
                         it stands... as of now.

                                                                   FADE OUT

               FADE IN:

               NEWSPAPER HEADLINE

               STARK BEGINS RE-ELECTION CAMPAIGN 
               STATEWIDE TOUR STARTS WITH VISIT TO KANOMA CITY

                                                               DISSOLVE TO:

               EXTERIOR: STARK FARMHOUSE, DAY

               Tom and Pappy Stark are seated on the porch. Tom is in a 
               wheelchair. Lucy comes onto the porch as the sound of sirens 
               is heard, and Willie's two cars, motorcycle escort, and the 
               car of reporters turn onto the drive. Tom, upset, flips his 
               cigarette away as the cars stop in front of the porch. Lucy 
               puts her hand on his shoulder to calm him. Then Willie climbs 
               up the steps to greet Lucy.

                                     WILLIE
                         Hello, Lucy... How are you making 
                         it, Pa?... How are you, Tom?

               Tom doesn't answer. Lucy offers her cheek to Willie. Sadie, 
               Jack, and Sugar Boy wait at the bottom of the steps, along 
               with the reporters.

                                     LUCY
                         I made some refreshments for your 
                         friends. I'll get them.

                                     SADIE
                         I'll help.

                                     LUCY
                              (firmly)
                         No, thank you. Thank you kindly.

                                     JACK
                         If you don't mind, Mrs. Stark... the 
                         boys have to get back to make the 
                         morning editions.
                              (to photographers)
                         Set 'em up on the porch, fellows. 
                         We'll take some pictures out here, 
                         first.

               He starts arranging the family for the picture.

                                     JACK
                         Mrs. Stark, please... All right, 
                         fellows, take one down there, will 
                         you please... Shoot it up this way.

               The cameras click.

                                                               DISSOLVE TO:

               Interior: Stark Farmhouse, Night

               Willie is finishing his meal, seated at the table with his 
               family and Jack. Sugar Boy stands behind Willie. Sadie has 
               left the table and is examining the room.

                                     WILLIE
                              (on the last bite)
                         You're still a great cook, Lucy. 
                         Great cook.
                              (gets up)
                         Well, I guess I better be getting 
                         back to town. Nice to have spent the 
                         day with the family.
                              (kisses Lucy on the 
                              forehead)
                         Goodbye, Lucy.
                              (extends his hand to 
                              Tom)
                         Tom.

                                     TOM
                              (ignores the gesture)
                         Goodbye.

                                     WILLIE
                         Take care of yourself, Pappy. Oh, 
                         uh... how do you like the new radio 
                         I got you?
                              (walks over to it)
                         You know how it works? You can get 
                         police calls on it. Come here, come 
                         here... I'll show you.

               Pappy leans over as Willie demonstrates how it works.

                                     WILLIE
                         This one for police calls up here.

               He turns the dial.

                                     POLICE BROADCAST
                         Car sixty-two, proceed to five-
                         eighteen Oak Street. Tom Jones beating 
                         his wife again.

               Pappy laughs delightedly. He reaches out to turn the dial.

                                     WILLIE
                         All right, go ahead, go ahead.

                                     ANNOUNCER'S VOICE
                         We interrupt this program to bring 
                         you a special announcement. This 
                         afternoon, the body of Richard Hale, 
                         father of the girl who died in the 
                         automobile accident involving the 
                         governor's son, was found. A medical 
                         examination revealed he was beaten 
                         to death.

               Tom starts to wheel toward Willie, but Lucy restrains him.

                                     ANNOUNCER'S VOICE
                         The ugly charge of "official murder" 
                         has been hurled at the administration 
                         by a coalition of Stark's opponents, 
                         led by Judge Stanton, lately an 
                         outspoken critic of the 
                         administration.

                                     WILLIE
                              (to Jack)
                         Your friend, the Judge.

                                     ANNOUNCER'S VOICE
                         Thus an almost forgotten incident 
                         provided the spark that might set 
                         off the explosion needed to rock 
                         Willie Stark out of power. The latest 
                         report is that impeachment proceedings 
                         may be instituted...

               Willie turns off the radio. There is a silence. Then Willie 
               turns to Lucy.

                                     WILLIE
                         How long will it take you to pack? I 
                         want you to go back to Capital City 
                         with me tonight.

                                     LUCY
                         Why?

                                     WILLIE
                         Because I need you.

                                     TOM
                         What for?

                                     WILLIE
                              (still speaking to 
                              Lucy)
                         I'll explain all of that later. Now, 
                         Lucy, do like I say.

                                     JACK
                         I'll wait outside.

                                     WILLIE
                         You stay right here, Jack. I want 
                         you bear witness to what I've got to 
                         say.

                                     LUCY
                              (indicating Sadie)
                         She can be a witness too.

                                     SADIE
                              (starting toward the 
                              door)
                         I'm going back to the capital and 
                         get hold of Duffy.

                                     WILLIE
                         You stay right here, Sadie.

                                     SADIE
                         Somebody's got to go back to the 
                         capital. I'll go in the other car.

                                     WILLIE
                         All right, then tell Duffy not to do 
                         anything or say anything until I get 
                         there.

                                     SADIE
                         Yes, Governor.

               She leaves.

                                     TOM
                         Now he needs us. Now that he's in 
                         trouble he needs us, so he can lead 
                         us around like monkeys with rings in 
                         our noses. So he can say to people, 
                         look at me, feel sorry for me... 
                         just a family man with a wife and a 
                         crippled son...

                                     WILLIE
                              (shouts)
                         Shut up!

                                     LUCY
                         Willie!

                                     TOM
                         Why don't you leave us alone?

               Tom wheels himself into his own room. Lucy starts to follow.

                                     WILLIE
                         Leave him alone. How many scrapes 
                         have I gotten him out of? How many 
                         girls?

                                     LUCY
                         Willie, stop.

                                     WILLIE
                         It's not him they're after. It's me. 
                         How many halfwitted apes do you think 
                         I'm going to have to pay to square 
                         this one? What do you think this is 
                         going to cost me?

                                     LUCY
                         What do you think it cost him?

               Suddenly Willie turns his face away.

                                     WILLIE
                              (in a broken voice)
                         A man builds for his son. That's all 
                         he builds for.

                                     LUCY
                         Willie!
                              (turns and goes into 
                              Tom's room)
                         Tom... Tom.

               Willie looks up at Jack and Pappy.

                                     WILLIE
                         Give me a drink, Jack.

               Jack hands him a bottle and he takes a slug.

                                     WILLIE
                         She'll go.

               Pappy shakes his head.

                                     PAPPY
                         No good, Willie. No good.

                                                               DISSOLVE TO:

               Exterior: Stark Farmhouse, Night

               Pappy stays behind on the porch as Tom is carried in his 
               wheelchair down the steps and into Willie's car. Lucy follows. 
               The motorcycle escort leads them away from the farm.

                                                               DISSOLVE TO:

               Exterior: Highway, Night

               As the cars speed to Capital City.

               Interior: State Legislature, Night

               There is great excitement in the assembly room. One senator 
               steps forward and addresses the speaker of the house.

                                     SENATOR
                         Mr. Speaker, I offer a house 
                         resolution. Whereas Willie Stark, 
                         governor of this state, has been 
                         guilty of incompetence, corruption, 
                         and favoritism in office -- yes, and 
                         other high crimes -- that he is hereby 
                         impeached, and ordered to be tried 
                         by the senate.

               His resolution is met with a mixture of cheers and boos.

               Exterior: State Capitol, Night

               A huge crowd is gathered outside. Pillsbury, Sadie, and Duffy, 
               waiting with the crowd, step forward as they see Willie's 
               car approach. Newsmen take pictures as Willie gets out of 
               the car.

                                     WILLIE
                              (as he meets Duffy)
                         What's the score?

                                     DUFFY
                         They're lined up against you solid. 
                         They had a meeting.

                                     WILLIE
                         How do you know? Were you there?

                                     DUFFY
                         Me? What would I be doing there?

                                     WILLIE
                         Selling me out.

               He starts up the steps of the building.

                                                               DISSOLVE TO:

               Interior: Willie's Executive Offices, Night

                                     WILLIE
                         How many votes have we got?

                                     SADIE
                              (going through some 
                              files)
                         Eleven.

                                     WILLIE
                         We need twenty.

                                     DUFFY
                         We might be able to dig up a few 
                         more.

                                     WILLIE
                         Yeah. Do you know how?

                                     DUFFY
                         No.

               Willie turns to Jack.

                                     WILLIE
                         Oh, Jack. Come here. What have you 
                         got in your black book about that 
                         old friend of yours?

                                     JACK
                         Who do you mean?

                                     WILLIE
                         You know who I'm talking about... 
                         your old friend, the Judge.

                                     JACK
                         If and when you need it.

                                     WILLIE
                         If and when? I need it right now. 
                         He's got four senators wrapped up in 
                         his hip pocket. Come on, come on, 
                         boy... what have you got?

                                     JACK
                         I'm going to give him a break. If he 
                         can prove it isn't true, I won't 
                         spill it.

                                     WILLIE
                         I ought to bust you, Jack.

                                     JACK
                         I promised two people I'd do it this 
                         way.

                                     WILLIE
                         Who are they?

                                     JACK
                         Myself... and someone else. It doesn't 
                         matter who. I'm going to give him a 
                         break.

                                     WILLIE
                         All right, give him a break. But if 
                         you got the facts, you got the facts. 
                         The truth is sufficient... just like 
                         it says in the Bible.

                                     JACK
                         That's the way it's going to be.

                                     WILLIE
                         All right, boy... I'll trust you. 
                         Where are you going?

                                     JACK
                              (on his way out)
                         I'll be around.

               Willie turns to go into his private office.

                                     SADIE
                         Who else do you think he promised, 
                         Willie?

               Willie shrugs.

                                     SADIE
                         You'd be smart... play square with 
                         him. You're going to need people 
                         like us around.

                                     WILLIE
                              (as he shuts his door)
                         Are you sure?

                                                               DISSOLVE TO:

               MONTAGE: THE IMPEACHMENT

               Willie's car speeding down a road.

               Willie, with Lucy and Tom seated behind him, addressing crowd.

               Willie speaking from the back of a train to a railroad station 
               audience.

                                     JACK
                              (voice over)
                         The chips were down, and Willie knew 
                         it. He was fighting for his life. He 
                         roared across the state making one 
                         speech after another. And all of 
                         them added up to the same thing... 
                         "It's not me they're after, it's 
                         you!"

               Close-ups of Willie, speaking to the people.

                                     JACK
                              (voice over)
                         Willie hollered foul. Willie knew if 
                         you hollered long enough, hard enough, 
                         and loud enough, people begin to 
                         believe you. Just in case they didn't, 
                         he organized spontaneous 
                         demonstrations.

               Sign on back of a car: FIGHT WITH WILLIE

               Crowds carrying signs: WIN WITH WILLIE

               Willie talking on the telephone. Sadie listens.

                                     WILLIE
                         Tell the boys to get the hicks out. 
                         Bring 'em in from the sticks, empty 
                         the pool halls. Turn 'em out. Turn 
                         the yokels out.

               More men with WIN WITH WILLIE signs. Man directing crowd 
               from top of bus. Other bus loads of people are seen, all of 
               them bearing signs.

                                     JACK
                              (voice over)
                         In case anyone hollered back, he 
                         organized spontaneous slugging. Willie 
                         pulled every trick he ever knew -- 
                         and added a few more.

               Crowd looks on as two uniformed police drag a man away. 
               Willie's car waiting. Two thugs talk things over with a man 
               on his doorstep.

               Willie discussing matters with a man in his office. Two cops 
               stand with him.

               Willie and Jack in the car. Sugar Boy drives. It is night. 
               Sugar Boy drives fast, and has to swerve to avoid colliding 
               with a truck.

                                     JACK
                         Hey, Sugar!
                              (To Willie)
                         You'll never live to be impeached!

                                     WILLIE
                         Boy, I'll live to be President...

               Jack and Sugar wait in the car as Willie leans out the car 
               window to talk to a senator. He offers the man a piece of 
               paper.

                                     WILLIE
                         I've got fourteen senators to vote 
                         against impeachment. If I win, you're 
                         out of politics.

                                     SENATOR
                              (refuses to sign)
                         I'll do whatever the Judge says.

                                                               DISSOLVE TO:

               Exterior: Highway, Night

               Willie's car, as it races down the highway.

                                     JACK
                              (voice over)
                         And always the trail led to one 
                         place... Burden's Landing... and the 
                         Judge.

               Exterior: Ferry to Burden's Landing, Night

               Willie's car coming across on the ferry.

                                                               DISSOLVE TO:

               Exterior: Stanton Home, Night

               As Willie's car stops and they all get out.

                                     WILLIE
                         You sure you don't want me to go in 
                         with you?

                                     JACK
                         I'm sure.

                                     WILLIE
                         Well, hurry it up, boy. We've got 
                         places to go.

               Jack goes into the house alone.

                                                               DISSOLVE TO:

               Interior: Judge Stanton's Study, Night

               Jack and the Judge are seated opposite each other.

                                     JACK
                         Judge, I beg you, as a favor to 
                         yourself, to me... call up, release 
                         your votes.

                                     JUDGE
                         I made a mistake once, Jack... when 
                         I resigned. It was too easy then, 
                         just resigning, pulling out. No, 
                         Jack, I've made my choice. I have 
                         nothing more to lose.

                                     JACK
                         Judge, you know what Stark is capable 
                         of. Think it over. I'll leave now. 
                         I'll come back tomorrow and we'll 
                         talk about it again. You can give me 
                         your answer then.

               The door opens and Willie and Sugar Boy enter.

                                     WILLIE
                         I can't wait until tomorrow. I'm a 
                         very impatient man.

                                     JACK
                              (rising)
                         I told you not to come in here.

                                     WILLIE
                              (ignoring him)
                         Is it true, Judge, that you're behind 
                         the impeachment proceedings?

                                     JUDGE
                         Yes, it's true.

               Willie takes a seat in an easy chair.

                                     WILLIE
                         I wanted to hear you say it with 
                         your own silver tongue.

                                     JUDGE
                         Well, you've heard it. If that's all 
                         you came to hear you could have saved 
                         yourself a trip.

               Willie picks up a decanter off the table.

                                     WILLIE
                         Mind if I pour myself a drink? How 
                         about you, Judge, will you have one? 
                         You better... You're going to need 
                         it.

               Jack and Judge Stanton remain standing, silently watching 
               Willie.

                                     WILLIE
                         What'd he say, Jack?

                                     JACK
                         You'll get your answer tomorrow.

                                     WILLIE
                         Are you kidding? Did you show it to 
                         him, or didn't you?

                                     JUDGE
                         Show me what?

                                     WILLIE
                         That's what I figured. Let's get 
                         down to cases, Judge. Do you remember 
                         a man with the name of Littlepaugh?

               The Judge shakes his head. He doesn't.

                                     WILLIE
                         Remember the Fortune Electric Company?

                                     JUDGE
                         Of course. I was their counsel for 
                         over ten years.

                                     WILLIE
                         Remember how you got the job?

                                     JACK
                         How did you find out?

                                     WILLIE
                              (hands the Judge some 
                              papers)
                         Do you remember how you got the job?

               The Judge examines the papers.

                                     WILLIE
                         You know, Judge, dirt's a funny thing. 
                         Some of it rubs off on everybody. 
                         How did you get the job, Judge? 
                         Blackmail?

                                     JUDGE
                              (to Jack)
                         I swear I never even remembered his 
                         name. Isn't that remarkable, Jack? I 
                         never even remembered his name. It's 
                         all so long ago it's hard for me to 
                         realize it ever happened.

                                     WILLIE
                         Yeah. But it did.

                                     JUDGE
                         Yes, it did. But it's difficult for 
                         me to realize it.

                                     JACK
                         For me too, Judge.

                                     JUDGE
                         Thanks for that much.

                                     WILLIE
                         Well, I guess you know what the next 
                         move is, don't you?

                                     JUDGE
                         Yes, I do. Jack Burden. Willie Stark's 
                         hatchet man.

                                     JACK
                              (to Willie)
                         I asked you... how did you find out?

                                     JUDGE
                         This would never stand at law, not 
                         for a minute. It happened over twenty-
                         five years ago, and you could never 
                         get any testimony. Everybody is dead.

                                     WILLIE
                         Everybody except you, Judge. You're 
                         alive. And people think you're a 
                         certain kind of man. And you just 
                         couldn't bear for people to think 
                         otherwise.

                                     JUDGE
                         Ever since then I... I've done my 
                         duty. I... I'm responsible for many 
                         good things.
                              (looks at the papers 
                              again)
                         But I also did this.

                                     WILLIE
                         Yes, yes, you did.

                                     JACK
                         Judge, I beg of you, call and release 
                         your votes, for your sake.

                                     JUDGE
                         You have tender sensibilities for a 
                         hatchet man.
                              (goes to the door)
                         Good night, gentlemen.

                                     WILLIE
                         How about my answer?

                                     JUDGE
                         You'll have it in the morning.

                                     WILLIE
                         I want it tonight.

                                     JUDGE
                         In the morning. Good night, gentlemen.

               There is silence. Then the three men get up to go. The Judge 
               closes the door behind them.

               Interior: Stanton Hallway, Night

               As the three men walk to the front door.

                                     JACK
                         How did you find out?

                                     WILLIE
                         We've got a lot to do. It's getting 
                         late, Jack. Let's get back to town.

                                     JACK
                         You know we're through, don't you?

                                     WILLIE
                         Aw, you don't mean that, boy.

               The front door opens, and Adam and Anne come in.

                                     STANTON
                         What are you doing here?

                                     WILLIE
                         It's all right, doc. Just here to 
                         discuss some politics with the Judge.

                                     STANTON
                         Oh, I see.
                              (starts upstairs)
                         Well, good night.

                                     WILLIE
                         Good night.

                                     JACK
                              (to Anne)
                         Did you give him --

                                     WILLIE
                         Wait a minute, Jack --

                                     JACK
                         Answer me. Did you give --

               A shot is fired. They turn and rush into the Judge's study. 
               They find the Judge face downward in his leather chair. Adam 
               and Jack kneel beside him. Willie, holding on tightly to 
               Anne's arm, stands in the doorway. Jack picks up the Judge's 
               pistol and looks at Adam.

                                                               DISSOLVE TO:

               Exterior: Stanton Home, Night

               Jack comes out of the house, followed by Anne and Adam.

                                     STANTON
                         Aren't you going back with him?

                                     JACK
                         No.

                                     STANTON
                         Why not? You belong with him. Jack, 
                         how could you have done it? When 
                         Anne brought me those papers she 
                         told me you promised not to tell 
                         Stark until...

                                     JACK
                         Yeah. I know.
                              (walks away)
                         Well, I kept my promise.

               Adam looks unbelievingly at Anne. She looks away.

                                     STANTON
                         Anne? Anne?

                                                                   FADE OUT

               FADE IN:

               Interior: Jack's Hotel Room (State Capital), Day

               Jack looks out the window. A portable radio is blaring out 
               the news.

                                     ANNOUNCER'S VOICE
                         From all over the state they're 
                         streaming in. From the hill country 
                         and farms, the lumber camps... by 
                         boat, by train, by horse, and on 
                         foot. Willie Stark's army.

               Through Jack's window we see the street blocked with cars 
               and people, all headed for the State Capitol Building. Anne 
               is in the crowd, trying to get across the street. Seeing 
               Jack in the window, she pushes her way across and enters the 
               hotel. He slams the window shut and comes back into the room.

                                     ANNOUNCER'S VOICE
                         The state capital is filled with 
                         rumors, one of which is that Stark 
                         is planning to seize power by force. 
                         As commander of the state militia, 
                         he has --

               Jack turns it off. He goes over to his bed and starts putting 
               clothes into a valise. There is a knock on the door. He 
               ignores it. Another knock.

                                     JACK
                         Come in. The door's open.

               Anne enters.

                                     ANNE
                         Jack...

                                     JACK
                         What do you want?

               She starts to cry. He grabs her, pulling her face close to 
               his.

                                     JACK
                              (bitterly)
                         No, I want to see you cry.

               He lets her go and she falls to the bed, sobbing.

                                     JACK
                         Stop it!

                                     ANNE
                         I called you. All afternoon I've 
                         been calling you.

                                     JACK
                         I know. I was here.

                                     ANNE
                         You've got to tell Adam. You've got 
                         to see him.

                                     JACK
                         Tell him what?

                                     ANNE
                         He knows about me and...

                                     JACK
                         About you and Willie?

                                     ANNE
                              (nods)
                         I tried to explain to him. I... I 
                         tried to explain to him that it wasn't 
                         the way he thought it was.

                                     JACK
                         How was it, Anne? You tell me.

                                     ANNE
                         He hit me, Jack. My own brother... 
                         he hit me.

                                     JACK
                         Your brother is an old-fashioned 
                         man. He believes in his sister's 
                         honor. Me, I'm a modern man.
                              (slams clothes into 
                              the valise)
                         The twentieth-century type. I run.

                                     ANNE
                              (rises)
                         I'm frightened, Jack.

                                     JACK
                         For who? Your brother, or Willie?

                                     ANNE
                              (quietly)
                         We're through.

                                     JACK
                         Who's through with who?

                                     ANNE
                         He called me this afternoon. He's 
                         going back to Lucy. He said it was 
                         better that way.

                                     JACK
                         Better for who? Him.

                                     ANNE
                         Both of us.

                                     JACK
                         Did he tell you that too when he 
                         asked you to betray the Judge? At 
                         least I walked out on him.

                                     ANNE
                         Oh Jack... help me, please, please. 
                         Adam's all I've got left now. Oh, 
                         Jack, if you ever loved me...

                                     JACK
                         If I ever loved you.
                              (pause)
                         I'll go find Adam.

               He takes up his coat.

                                                               DISSOLVE TO:

               EXTERIOR: HOSPITAL SITE, DAY

               A large billboard. It reads HERE ON THIS SITE WILL BE ERECTED 
               THE GOVERNOR STARK HOSPITAL -- TO HEAL SICKNESS -- TO EASE 
               PAIN -- FREE. NOT AS A CHARITY BUT AS A RIGHT. WILLIE STARK

               Adam enters, looks at the sign, and walks on.

               Exterior: Street Near Capitol Building, Day

               Crowds of people headed toward the building, some with WIN 
               WITH WILLIE signs. A marching band plays music for them.

               Exterior: Capitol Building, Day

               Crowd waiting outside the building. Mounted policemen keep 
               them in line. From a large platform, loaded with people, 
               comes the chant "We want Willie, we want Willie." Jack pushes 
               his way through the people and speaks to a policeman standing 
               guard on the Capitol steps.

                                     COP
                         Where do you think you're going?
                              (recognizes Jack)
                         Oh, I'm sorry. I didn't recognize 
                         you.

                                     JACK
                         Do you know who Dr. Stanton is?

                                     COP
                         Yes sir.

                                     JACK
                         Did he try to come through here today?

                                     COP
                         Haven't seen him, sir.

                                     JACK
                         Well, can you check the other 
                         entrances?

                                     2ND COP
                         There's no other entrances today. 
                         The other entrances are blocked off. 
                         Orders are to take no chances.

                                     COP
                         If you care to come inside and wait, 
                         Mr. Burden, we can find you a seat.

                                     JACK
                         No, thanks. I'll wait out here. If 
                         Dr. Stanton shows up, let me know. 
                         Pass the word along to the boys, 
                         will you?

                                     COP
                         Yes sir.

               Jack turns and looks at the large crowd. A voice from a public 
               address loudspeaker begins to yell out commands to the crowd.

                                     LOUDSPEAKER
                         All right now. Everybody... that 
                         means everybody... let's let Willie 
                         know we're here! All together: WE 
                         WANT WILLIE. WE WANT WILLIE.

               The chant is picked up enthusiastically by the crowd.

               Interior: State Legislature, Day

               The speaker is trying to speak over the clamor of the 
               chanting.

                                     SPEAKER
                         We will first proceed to take the 
                         judgment of the senate on the question 
                         of the impeachment of the governor.

                                     SENATOR
                              (rising)
                         Mr. Speaker, this is a farce to ask 
                         us to vote in the face of the kind 
                         of intimidation and pressure that 
                         has been exerted here in the past 
                         few weeks. Even that crowd outside, 
                         yelling on cue, is part of that 
                         pressure.

                                     CROWD NOISE
                         We want Willie. We want Willie.

               Willie gets up, and goes to the window.

               Exterior: State Capitol, Day

               The crowd, with Jack in the foreground. The crowd suddenly 
               goes wild as they see Willie appear at the window. In the 
               growing darkness he seems only a shadowy figure as he raises 
               his hands to wave to the crowd.

               We see various shots of people straining to get a little 
               closer to the steps in order to see him better. Willie then 
               turns and goes back into the room.

                                                               DISSOLVE TO:

               Exterior: State Capitol, Day

               The crowd again, still waiting. The camera pans upward to a 
               loudspeaker.

                                     ANNOUNCER
                         Attention, please. Attention, please. 
                         This is a special announcement from 
                         Willie Stark to you people out there. 
                         He doesn't want any one of you to 
                         leave...

               The camera moves over the faces of the people listening.

                                     ANNOUNCER
                         He wants you to stay in front of 
                         this state Capitol until the fight 
                         is over. If you want Willie Stark to 
                         win, stay where you are.

               They cheer. Camera picks up Jack watching the crowd's 
               reaction, then up to a plaque over the entrance to the Capitol 
               Building. It reads THE PEOPLE'S WILL IS THE LAW OF THIS STATE -- 
               GOVERNOR STARK.

                                     ANNOUNCER
                         Do you hear me... stay where you 
                         are. Don't go away. Stay where you 
                         are. Don't go away.

                                                               DISSOLVE TO:

               Exterior: State Capitol, Night

               Newsmen, photographers stand about, bored. The crowd, every 
               bit as large, is quiet but expectant. Everyone holds still 
               as the announcer's voice is heard again.

                                     ANNOUNCER
                         Attention, please. Attention, please. 
                         The balloting on the impeachment 
                         proceedings against Governor Stark 
                         has just ended. This is the result: 
                         Willie Stark has won.

               The crowd explodes. People break through the police barriers. 
               Mounted policemen ride in quickly to prevent a riot. Camera 
               picks up Anne in the crowd, trying to push through.

               Jack stands on the steps of the Capitol, watching it all. 
               Suddenly Willie appears at the top of the steps, followed by 
               Sugar Boy. Sadie, Duffy, Pillsbury follow close behind. Willie 
               grabs hold of the mike and addresses the suddenly hushed 
               crowd.

                                     WILLIE
                         They tried to ruin me. But they are 
                         ruined. They tried to ruin me because 
                         they did not like what I have done. 
                         Do you like what I have done?

               Loud applause, and cries of "yes."

                                     WILLIE
                         Remember, it's not I who have won, 
                         but you. Your will is my strength, 
                         and your need is my justice, and I 
                         shall live in your right and your 
                         will. And if any man tries to stop 
                         me from fulfilling that right and 
                         that will, I'll break him. I'll break 
                         him with my bare hands. For I have 
                         the strength of many.

               Having finished, he waves at them all. Then he notices Jack 
               and comes down the steps to greet him.

                                     WILLIE
                         Hello, Jack boy, I'm glad you're 
                         here. I knew you'd come back.

               He walks back up the steps, his arm around Jack's shoulders. 
               They start to go into the building that way when Willie sees 
               someone. He smiles and puts out his hand.

                                     WILLIE
                         Oh, doctor, I'm very glad to see 
                         you.

               Adam is seen, waiting at the entrance of the building. Before 
               Willie has taken a step Adam fires several shots into him. 
               Willie falls to the ground and Sugar Boy whips out his pistol 
               and fires at Adam. Three policemen with tommy guns open fire, 
               shooting into Adam's already fallen body. Then they turn and 
               point their guns at the mob of people rushing toward Willie, 
               forcing them back.

                                     COP
                         Stand back, everybody. Stand back.

               Sugar Boy kneels beside Willie. Sadie stands against a pillar, 
               looking down on him.

                                     SUGAR BOY
                              (nearly crying)
                         D-does it hurt m-much, boss? D-d-
                         does it hurt much?

               Jack looks up to see Anne struggling through the screaming 
               mob to get to Adam. She looks at Adam for a moment, then 
               turns away.

                                     JACK
                         Anne, Anne... Where are you going?

               She doesn't answer, only walks away. He runs after her and 
               catches hold of her arm.

                                     ANNE
                         I don't know. Leave me alone.

                                     JACK
                         To do what?

                                     ANNE
                         I don't care.

                                     JACK
                         No, that's too easy.

                                     ANNE
                         I don't know, I don't know, I don't 
                         know.

                                     JACK
                         I do.

                                     ANNE
                         Leave me alone, please.

                                     JACK
                         No, no more.

                                     ANNE
                         He's dead.

                                     JACK
                         We're alive.

                                     ANNE
                         My brother's dead.

                                     JACK
                         We've got to go on living.

                                     ANNE
                         How?

                                     JACK
                         So that Adam's death has meaning, so 
                         that it wasn't wasted. Anne, our 
                         life has to give his death meaning. 
                         Don't you see that? Look at those 
                         people...

               He turns her around so that she can see the crowds still 
               struggling to get a look at Willie.

                                     JACK
                         Look at them! They still believe in 
                         him. And we've got to make them see 
                         Willie the way Adam saw him, or 
                         there's no meaning in anything... 
                         anything.

               A policeman approaches.

                                     POLICEMAN
                         Mr. Burden... the governor's asking 
                         for you. You better hurry. He's going 
                         fast.

                                     JACK
                              (to Anne)
                         Will you wait here?

               No reply.

                                     JACK
                         Will you wait here?

               She nods her head slowly. Jack walks through the building to 
               the pillar against which Willie has been propped. Sugar Boy 
               is still beside him. He stands behind Sadie and Duffy, looking 
               down at Willie.

                                     WILLIE
                         It could have been the whole world, 
                         Willie Stark. The whole world... 
                         Willie Stark. Why did he do it to 
                         me... Willie Stark? Why?

               His head droops to the side and he dies.

                                                                   FADE OUT

                                         THE END