Actor Point >> Movie Scripts >> Anastasia Film Script

Anastasia Movie Script

Writer(s) : Susan Gauthier, Bruce Graham

Genres : Animation, Family, Musical

Search IMDb : Anastasia


ANASTASIA

FADE IN:

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

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

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

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

CAMERA MOVES CLOSER TO the picture. . . 

                       TATIANA (CONT)
          and grand parties. . . 

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

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

MOVE INTO THE PALACE

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

INT.  PALACE AT ST. PETERSBERG - NIGHT

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

All eyes turn to the GLASS DOORS OF TWO ELEVADORS which
descend grandly on either side of a beautiful staircase.
Through the glass doors we see TATIANA, the Dowager
Empress, 60, imperious and bedecked with jewels, she is
seemingly unapproachable. TSAR NICHOLAS and his SON are
with her. In the other elevador, ALEXANDRA and her
daughters - well,  all her daughters except. . . 

ANASTASIA, eight years old and apparently late for the
party, rushes down the upstairs hallway followed by a
SERVENT (SONYA) 16,  who is trying to catch up with
Anastasia to tie a large ribbon in her long, dark hair.

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

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

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

                       ANASTASIA
                  (loudly)
          . . .  owwwwwwwww!

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

Tatiana sees her and can't help but smile.

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

"THE RULARS OF RUSSIA"  (OPENING NUMBER)

   The elegant guests sing their admiration as the
beautiful and happy Romanov family makes it's entrance
into the ball, they're "the  pride of all Russia".
Vladimir invites Sophie to dance and the entire
glittering assembly assembly swings into a GLORIOUS SWEEPING 
WALTZ. Singing their certainty that the Romanovs will
rule forever.

During the above, the ball is in full swing. Beautiful
COUPLES swirls across the dance floor, including
Anastasia dancing gracefully with her father.

Under a long buffet table, we see DMITRI, 11, darkly
handsome, dressed in ragged servant clothes, with a
shock of dark hair which continuoually falls accross his
eyes as watches the guest enviously. Anastasia, still
waltzing with her father, sees him. SERVENTS cross the
room carrying a trays of BEAUTIFUL TROPICAL FRUIT. The
guests "Ew" and "ah" at the sumptuous fruit. Anastasia
sees Dmitri eyeing it hungrily and without missing a
dance step, she grabs an orange off thr tray and tosses
it to Dmitri. He catches it and smiles broadly at her.

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

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

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

                       IVAR
          Never! You're a peasant,
          Dmitri! Back in the kitchen

RULARS OF RUSSIA (CONT.)

   UNDERSCORE CONTINUES as Dmitri is dragged from his
hiding place under the table and back to the kitchen.
It's like the Moscow circus back there, COMIC MUSICAL
CONFUSION. The servants sing about their demanding
employers and mockingly imitate their behavior:  they
imply that they have their own "party",  that change is
coming.

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

   DRAMATIC UNDERSCORE CONTINUES though the following
scenes.

ON TATIANA

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


                       TATIANA
          Why were you so late tonight 

                       ANASTASIA
          I was showing Sonya
          something . . .

                       TATIANA
          What were you showing her?

                       ANASTASIA
                  (sheepishly)
          How to read.

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

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

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

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

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

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

CLOSE UP

the key bearing the inscription "Together in Paris".

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

                       TATIANA
          When you're older . . .

Anastasia makes a disgruntled face. Tatiana laughs.


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

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

ON THE GRAND CHANDELIER

the lights begin to fade in and out.

GROUP SHOT

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

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

The tornada reaches it's peak and EXPLODES in smoke -
leaving RASPUTIN standing alone in the middle of the
floor. He is of indeterminate age, towering over other
men in the room, his most striking feature are his eyes
- which at this moment are burning a fiery red. He is
dressed in a flowing black monk's robe with a satin rope
tied around his waist. Connected to the rope is a
glowing RELIQUARY, a mystical lantern.

VARIOUS SHOTS

of Nicholas, Alexandra, Sophie and Vladimir, Dmitri
peeking out ofthe wallpanel, Tatiana and Anastasia,
all of whom are frightened.

NICHOLAS

as he gathers his son and wife to his side

                       NICHOLAS
          Rasputin!  You're alive . . .

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

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

                       RASPUTIN
          You gave the orders!

                       NICHOLAS
          I did no such thing!

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

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

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

                       ANASTASIA
          NO!

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

                       ANASTASIA
          We're not afraid of you!

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

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

                       RASPUTIN
          THIS IS THE END OF THE ROMANOV
          LINE - FOREVER !!!!

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

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

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

                                             DISSOLVE TO:

the ROMANOV FAMILY fades into a PORTRAIT OF THE FAMILY.

                       TATIANA (O.C.)
          I will never know for sure.
          All I do know is that the
          beauty of our world was soon
          Gone . . .  Forever . . .

a lick of BRIGHT ORANGE FLAME creeps into view.

"RULERS OF RUSSIA"  (VOCAL REPRISE)

   HUGE, OMINOUS VOCALS reprise the onceglorious watlz
of the Romanovs, heralding the end of their world and
underscoring the coming revolution.

PULL BACK

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

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

INT. ANASTASIA'S BEDROOM - NIGHT

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

INT. HALLWAY - NIGHT

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

ON THE ROMANOV'S

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

                       ANASTASIA
          My music mox!

Anastasia turns around and runs back down the hall.
Tatiana tries to stop her.

                       TATIANA
          Anastasia, no!

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

FROM THE OTHER END OF THE HALLWAY

we see Dmitri watching amidst all the confusion.

INT. ANASTASIA'S BEDROOM - NIGHT

Anastasia grabs her music box as Tatiana rushes in.

                       TATIANA
          Hurry, child!

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

                       DMITRI
          No - this way!

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

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

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

                       DMITRI
          Go!

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

                       DMITRI (CONT.)
          Go!

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

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

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

EXT. TRAIN STATION - NIGHT

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

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

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

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

                       ANASTASIA
          Hurry, Grandmama!

                       TATIANA
          Get on! Anastasia, get on!

Anastasia refuses to board the train.

UP AHEAD

A MOB OF REVOLUTIONARIES block the tracks with a TRUCK

ON ANASTASIA

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

                       TATIANA
          Grab my hand!

Anastasia reaches up and takes Tatiana's hand.

                       ANASTASIA
          Don't let go!

CLOSE ON

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

                       TATIANA (O.C.)
          ANASTASIA!

ON ANASTASIA

who has stumbled, hitting the ground hard.

ON TATIANA

horrified, screaming:

                       TATIANA
          ANASTASIA!

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

TATIANA's POV:

Anastasia rising from the ground, her hand outstretched.
But she is suddenly swallowed up by the mob.

                                             SUPERIMPOSE:

A BLACK AND WHITE PHOTOGRAPH

of Anastasia, in a happier time, smiling.

UNDERSCORE:  "THE MUSIC BOX THEME"

                       TATIANA (O.C.)
          I never saw her again. . . 

The PHOTO ALBUM slowly closes. . .

END OPENING NUMBER
                                             DISSOLVE TO:

EXT. ORPHANAGE - DAY

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

INT. ORPHANAGE - DAY

CHILDREN of all ages clean the cold, gray dormitory.
Their clothes are ragged and they look underfed.

CLOSE ON

ANYA, 18, pretty despite the boy's hand-me-down clothes
she is forced to wear, is busy scrubbing the floor.
Unlike the others, she is determined not to let her
surroundings get to her. She hums a tune.

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

                       GREGOR
          Anya! Anya!

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

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

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

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

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

                       PHLEGMENKOF (CONT.)
          You! You did this!

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

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

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

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

                       ANYA
          Don't touch him. 

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

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

ON THE KIDS

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

ON PHLEGMENKOF

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

                       PHLEGMENKOF (CONT.)
          Comrade Serebreakov!

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

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

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

                       SEREBREAKOV 
          I need. . . a worker.

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

                       SEREBREAKOV (CONT.)
          I will take her.

He leans close close to Anya.

                       SEREBREAKOV (CONT.)
          Tomorrow you begin your life's
          work in my hearing factory.
          You'll start by cutting off the
          tails - but if I'm pleased with
                       (MORE)

                       SEREBREAKOV (CONT.)
          you - you just may move up to
          cutting off the heads.  How
          does that sound?

                       ANYA
          About as bad as you smell!

Phlegmenkof moves between them, pulling Serebreakov
away.

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

                       SEREBREAKOV
          I want her.

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

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

Smiling in anticipation, he exit.

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

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


INT.  ORPHANAGE - NIGHT

The CHILDREN huddle in their cots under tattered, thin
blankets. Anya is fully dressed, illuminated by the

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

                       GREGOR
                  (loudly)
          Anya?

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

                       GREGOR (CONT.)
                  (quietly)
          Are you running away?

                       ANYA
          No.  I'm running to.

                       LITTLE GIRL
          Running to? Running to what?

                       ANYA
          To find my home.

A CHUBBY TWELVE YEAR OLD GIRL looks at Anya.

                       CHUBBY GIRL
          But you are home.

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

                       GREGOR
          Where is your home, Anya?

                       ANYA
          I'm not sure but look. . .

Anya shows Gregor the key around her neck.
CLOSE UP on the inscription:  "Together in Paris"

                       ANYA
          It says "Together in Paris". I
          was wearing this when I came
          here ten years ago - it's the
          only way that I know . . .

                       ANYA (CONT.)
                  (beat)
          . . .  that I must have been
          someone someone loved.

                       CHUBBY GIRL
          Is your home in Paris?

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

Anya smiles lovingly at the children.

"A SOMEPLACE AND A SOMEONE"

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

UNDERSCORE continues.

                       ANYA
          I have to go now, before it
          gets light.

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

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

Anya embraces the children and walks to the window.

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

                       ANYA
          Then come find me.

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

EXT.  ORPHANAGE - NIGHT

Anya begins to climb down the street, testing the knots.
The knotshold tight, but the old sheet RIPS in half,
sending her PLUMMETING into a snow drift.  From the
depths of the snow we HEAR her voice.

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

EXT.  HILLSIDE - DAWN

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

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

"A SOMEONE AND A SOMEPLACE" (CONT.)

    Music becomes UPTEMPO, HOPEFUL, ACTIVE, ACTIVE. Anya SINGS -
- full of hope, energy and excitement as she peddls her
rickety bike toward the city. "Her heart is on its way"
and nothing is going to stop her.

Anya passes though the countryside toward the city. A
peasant family waves to her as she goes by. A Gypsy
Troupe performs tricks by the side of the road. A very
fancy car zooms by.

"A SOMEONE AND A SOMEPLACE" (CONT.)

   Anya SINGS, imagining who she might be -- anyone from
a peasant to a princess! But it doesn't matter as long
as she finds her real family.

People stare at her as she rides into the edge of the
city. She is captivated by all the activity:  cars,
busses, stores, long lines of people, etc.

"A SOMEONE AND A SOMEPLACE"  (CONT.)

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

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

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

EXT.  ALLEY - DAY

Meetoo is trapped.  The PACK surrounds him, ready to
pounce when Anya LEAPS into the middle of the circle.
The PACK is startled, but begins to advance on both Anya
and Meetoo.

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

Suddenly, Anya pounced toward the pack, growling louder.
The pack has definately had enough - some start to back
out quizzically, others turn and run like hell.

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

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

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

EXT.  ST. PETERSBURG STREET - DAY

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

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

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

INT. BUREAU OF BUREAUCRACY - DAY

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

                       ANYA
          Could someone tell me. . .

                       PEASANT 1
          End of the line!

                       ANYA
          Which line?

                       PEASANT 2
          Any line.

                       PEASANT 3
          All lines are good lines.

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

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

                       GUARD
          Very good. . . 

He jots something down in his notebook.

ON ANYA

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

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

                       PEASANT 4
          Travel? Travel to where?

                       ANYA
          To Paris. I have to get to
          Paris

PEASANT 5, in front of her, turns around.

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

                       PEASANT 6
          Shorter lines?!

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

                       PEASANT 7
                  (quietly)
          Nobody leaves Soviet Russia.

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

                       ANYA
          Is this where I get traveling
          papers?

                       CLERK
          It would be if we let you
          travel which we  don't so it
          isn't.
                  (loudly, for all to
                   hear)
          Russia is the people's 
          paradise!

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

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

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

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

He shuts the window.

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

He opens it again.

                       CLERK
          No.

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

EXT.  BUREAU OF BUREAUCRACY

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

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

FOLLOW ANYA

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

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

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

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

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

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

                       PEASANT 10
          The line to get into the line.

                       ANYA
          Excuse me, do you know
          Dmitri. . . 

                       PEASANT 9
          I know nothing!

                       PEASANT 10
          Nothing!

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

They begin to bicker back and forth in forced whispers
as to wether Dmitri is at the tavern or the library.
Exasperated, Anya walks away.  They call after her.

                       PEASANTS9& 10
          But we didn't tell you!

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

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

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

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

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

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

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

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

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

                       ARTIST
          But I didn't write it.

Anya looks down at the note

CLOSE ON NOTE

"St. Petersburg Art Theatre - 99 Pushkin Street"

                                             DISSOLVE TO
A SIGN

"Pushkin Street"

CAMERA PANS TO:

EXT.  ST. PETERSBURG ART THEATRE - DAY

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

INT.  ST. PETERSBURG ART THEATRE

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

INT.  STAGE

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

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

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

REVERSE ANGLE

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

                       VLADIMIR
                  (out to audience)
          Dmitri!  I can not work with
          her!
                       (MORE)

                       VLADIMIR (CONT.)
                  (to Actress)
          May I remind you that you are
          supposed to be Princess - not a
          lazy lumbering lout!

IN THE SEATS

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

                       DMITRI
          Vladimir, calm down!

Vladimir walks off the stage and toward Dmitri.

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

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

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

"A SOMEONE AND A SOMEPLACE"  (REPRISE

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

QUICK CUTS:

of various aspirants:

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

                       DMITRI (O.C.)
          Next!

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

                       DMITRI (O.C.)
          Next!

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

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

                       DMITRI (O.C.)
          Next!

BACK TO DMITRI

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

BACK TO QUICK CUTS:

A very round ACTRESS 5

                       ACTRESS 5
          Oh, Grandmama. . .

                       DMITRI (O.C.)
          Next!

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

ON VLADIMIR

                       VLADIMIR
                  (calling out to seats)
          Stanislavski!

CUT TO STANISLAVSKI

shrugs innocently.

                       DMITRI (O.C.)
          Next!

ACTRESS 7 is actually a man.

                       ACTRESS 7
          Oh. . .

ON DMITRI

in a state of disbelief.

                       DMITRI
          I've gotta find the right girl!

END MUSICAL NUMBER

                       DMITRI
          Next.

EXT.  ST. PETERSBURG ART THEATRE

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

INT.  THEATRE

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

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

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

They walk out the door.

EXT.  ST. PETERSBURG ART THEATRE - CONTINUOUS

                       DMITRI
          She could be right under our
          nose

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

                       DMITRI
                  (over reacting)
          Ouch!  That really hurt!
          
                       ANYA
          I'm sorry. . .  I'm. . . 

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

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

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

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

                       VLADIMIR
          Who did you hear it from?

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

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

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

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

                       VLADIMIR
          Good day!

Vladimir pats her on the head and walks away.

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

Vladimir keeps walking, catching up to Dmitri.

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

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

A POLICEMAN strolls by.

                       ANYA (CONT.)
          Officer!  My bike has been stolen!

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

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

                       ANYA
          Sorry, boy, I have to go.

Meetoo barks "retu" and starts after her.

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

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

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

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

FURTHER DOWN THE STREET

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

ANYA'S POV

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

Anya is taken back.  She stares, fascinated by it -
moved by it .  As the sun sets behind the Palace, it's
bathed in a beautiful golden light.

INT.  PALACE BEDROOM - NIGHT

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

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

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

Dmitri holds up the music box.

                       DMITRI
          She'll see us.

EXT.  PALACE AT ST. PETERSBURG - NIGHT

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

INT.  BALLROOM

Dark and eerie.  All of it's former glory destroyed.
CAMERA RISES to a partially destroyed CHANDLIER ehere
we see BARTOK, the bat who was with Rasputin.

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

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

No reaction from FEMALE BAT.

EXT.  PALACE

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

INT. PALACE BEDROOM

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

                       DMITRI
                  (off noise)
          What was that?

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

INT.  BALLROOM

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

FEMALE BAT rolls her eyes in disgust and flaps away.

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

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

BARTOK'S HIGH ANGLE POV

Anya climbs into the ballroom.

INT.  SMALL ROOM

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

INT. DINING ROOM

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

CLOSE ON PLATE

painted with decorative dancing Russian bears.

Anya wanders out of the room and to the top of a HUGE
STAIRCASE which leads down to the once grand BALLROOM.
She stops at a large landing half way down the steps.
Meetoo sees a large curtain hanging precariously on the
side wall.  Being a puppy he can't resist leaping and
grabbing at it with his teeth.  Anya notices and runs
her hand along a the carved butterflies in the worn
banister.

ON ANYA

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

INT.  PALACE BEDROOM

Dmitri and Vladimir look up from their burnt cabbage.
They heard it too.

INT.  STAIRCASE (BALLROOM)

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

                       ANYA
          What are you do. . .

Anya STOPS mid sentence, taken by what she sees.

ANYA'S POV

Behind the curtain was the FRIEZE of the ROMANOV FAMILY.
The moonlight hits the portrait with a ghostly glow.

"ONCE UPON A DECEMBER"  (THE MUSIC BOX THEME)

Anya is mesmerized by the FRIEZE.  She looks around the
Ballroom. . . almost remembering something. . . 

                       ANYA
                  (singing)
          DANCING BEARS, PAINTED WINGS
          THINGS I ALMOST REMEMBER.
          AND A SONG SOMEONE SINGS
          ONCE UPON A DECEMBER

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

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

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

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

MUSIC: FULL!

Dmitri and Vladimir appear at the top of the stairs.

DMITRI & VLADIMIR'S POV

some ragged lunatic dancing with "himself".

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

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

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

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

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

END NUMBER

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

Anya spins toward Dmitri, surprised and frightened.

DMITRI'S POV

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

                       VLADIMIR
          You're trespassing, boy!

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

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

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

                       DMITRI
                  (whispering to Vlad)
          It's her.

                       VLADIMIR
          He's her?

                       DMITRI
          Look!

Vladimir looks at Anya again and get it.

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

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

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

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

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

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

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

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

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

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

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

                       DMITRI
          People say Anastasia was the
          only member of the Royal Family
          to escape alive.  That makes 
          her an orphan too
                       (MORE)

                       DMITRI (CONT.)
                  (beat)
          What happened to your parents?

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

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

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

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

                       VLADIMIR
          How much do you weigh?

Dmitri pokes him again.

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

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

                       DMITRI
          Why do you want to go to Paris?

                       ANYA
                  (defiant)
          I have my reasons.

                       DMITRI
          Anastasia's grandmother is in
          Paris.  We're going to bring
          Anastasia to her - in Paris.
                       (MORE)

                       DMITRI (CONT.)
                  (beat)
          And I think you are the
          Princess Anastasia.

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

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

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

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

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

UNDERSCORE:  "THE MUSIC BOX THEME"

Anya fiddles with the key around her neck and looks down
at the ballroom, remembering what just happened there -
could it have been a memory. . . 

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

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

Anya touches Anastasia's painted hand in the frieze.

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

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

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

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

                       ANYA
          All right.  I will go with you.

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

                       DMITRI
          The Her Royal Highness Princess
          Anastasia!

ON BARTOK

having watched the whole thing - he sighs.

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

Bartok flies out a broken window and into the night.

EXT.  AERIAL VIEW OF ST. PETERSBURG - NIGHT

BARTOK'S POV

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

EXT.  GYPSY CAMP - NIGHT

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

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

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

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

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

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

                       ANYA
          All right. I will go with you.

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

                       DMITRI
          The Her Royal Highness Princess
          Anastasia!

ON BARTOK

having watched the whole thing - he sighs.

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

Bartok flies out a broken window and into the night.

EXT.	AERIAL VIEW OF ST. PETERSBURG - NIGHT

BARTOK'S POV

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

EXT.	GYPSY CAMP - NIGHT

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

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

INT.	RASPUTIN'S WAGON

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

                       BARTOK
          Ummm ... Father Gregori? It's,
          uhh ... me. Bartok.
                  (a sign of relief)
          Phew! Not home ...

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

                       RASPUTIN
          What?

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

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

Rasputin rises and pours himself a glass of vodka.

                       BARTOK
          Name calling! That's mature.

Rasputin grabs him by the throat.

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

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

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


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

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

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

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

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

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

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

Bartok hovers face-to-face.

                       BARTOK
          Trust me, it's her!

                       RASPUTIN
                  (eyes narrowing)
          How do you know?

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

Rasputin begins a slow growl that builds.

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

Rasputin howls in anger and smashes his glass against
the wall. He moves toward the CABINET, knocking over
furniture. Rasputin flings open the cabinet and we see
the RELIQUARY, glowing gently as if it were sleeping.
Bartok covers his eyes in fear. Even Rasputin seem a
bit nervous in front of it.

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

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

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

                       RASPUTIN
          I cursed then all!

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

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

"THE END OF THE LINE" (PRODUCTION NUMBER)

Rasputin will have a DARK, MENACING, DELICIOUSLY

SCARY NUMBER in whIch he SINGS of his obsession with
killing the Romanovs once and for all. Bartok will
interject comically throughouut. as Rasputin 	
will conjure up tLis minions from the iquary and sing
about Romanovs FINALE, he sends them off after Anya.

SONG TO INCORPORATE THE FOLLOWING SENTIMENTS:

                       RASPUTIN
          The Romanovs tried to kill me and
          I swore to destroy all of them!
          If she lives, if she should have
          a child someday, the Romanov Family
          continues! And I won't lot that
          happen! THIS IS THE END OF THE LINE!

He crushes the Anastasia doll in his massive hand.

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

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

                       RASPUTIN
          YOU IDIOT

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

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

Rasputin spins an Bartok, who Us been slinki away, and
slams a goblet over his.

BARTOK'S POV

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

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

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

                       RASPUTIN
                  (waving reliquary)
          Evil, powerful beings - I have
          their power only if I contain
          them, control them. If they
          should all be released at
          once... well ...

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

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

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

                       RASPUTIN (CON'T.)
                  (to reliquary)
          Where is she? Where is
          Princess Anastasia...

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

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

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

                       BARTOK
          Ohhh, that was dumb...

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

Rasputin gives his attention only to the reliquary.

                       RASPUTIN
          Finish my prophecy...

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

                       BARTOK
          Ew, I hate when he does this!

As Rasputin swirls his arms the smoke begins to form
into MINIONS. All look human at first, but then
we see MINION ONE, has the body of a human and a head of
a JACKAL, MINION TWO has the face of a woman and the
claws of a TIGER, and MINION- the most horrible
of all - has a huge bear-like body with the head of a
VULTURE. All wear long capes with hoods.

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

Rasputin kicks open the wagon door and leaps outside.
The MINIONS, still filling out into forms, follow.
One of the wisps of smoke, like a tail, swishes by and
knocks over Bartok's glass prism, freeing his.

EXT. GYPSY CAMP - NIGHT

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

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

The Minions take off. Rasputin laughs wildy.

END MUSICAL NUMBER

INT. TATIANA'S STUDY, PARIS - DAY

CLOSE ON

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

                       TATIANA
          Take her away, Sophie.

PULL BACK

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

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

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

                       TATIANA (CONT.)
                  (quietly)
          No more. So more...

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

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

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

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

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

Tatiana walks sadly out of the room.

EXT. TRAM STATION - MORNING

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

                       DMITRI
          Hurry up with those papers.

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

Vladimir looks at Dmitri's anxious face.

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

A TRAIN WHISTLE SLOWS and Vlad Moves to Anya.

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

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

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

Dmitri leans over and tugs Anya's hair lightly.

                       DMITRI
                  (to Anya)
          Wake up!

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

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

EXT. TRAIN PLATFORM - SECONDS LATER

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

ANYA'S POV

                       DMITRI
          Come on!

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

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

                       DMITRI
          Take my hand!

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

INT. TRAIN COMPARTMENT

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

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

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

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

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

                       ANYA
          By pulling my hair?!

                       DMITRI
          I was all out of dynamite!

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

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

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

                       ANYA
                  (to herself)
          Men are such babies...

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

                       ANYA
          Here, let me

Dmitri and Vlad both pull her back down.

                       DMITRI
          You're a princess...

                       VLADIMIR
          Royalty do not help people
          with their luggage.

Anya gives them both a look and helps the woman.

                       VLADIMIR
          Well, she certainly has a mind
          of her own.

                       DMITRI
          Yes. And I hate that in a woman.

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

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

                       GUARD
          Papers!

Everyone rustles for their papers. Dmitri confidently
pulls out their papers, done in beautiful BLACK ink.
Then, he glances at the PERSON NEXT TO HIM and sees
that his papers are done in a bright RED ink. Dmitri
looks over at Vladimir - who has seen the mistake as well.

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

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

                       GUARD
          Thank you, Comrade Zhivago.

                       ZHIVAGO
          Doctor Zhivago.

GUARD approaches Vlad and Dmitri.

                       VLADIMIR
          What do we do now?

                       DMITRI
          Pray he's color-blind...

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

                       GUARD
          wait here.

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

INT. CORRIDOR, ANOTHER CAR

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

INT. CORRIDOR

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

                       ANYA
          I'm going to stretch my legs

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

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

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

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

INT TRAIN COMPARTMENT - DAY

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

INT. TRAIN CORRIDOR - ANOTHER CAR

Anya looks out the window as the country side flies by
and smiles.	

INT. CORRIDOR

The Guards spot three figures at the far end of the car.

                       GUARD
          That's them! Come on!

They run after who they think are the fugitives.
The Guard grabs a minion and spins him around.

It's MINION THREE, who comes face-to-beak with him
and lets out a HORRENDOUS SCREECH, causing the other
Minion to turn around. The Guards scream and reel backward,
pushing and shoving each other to got out of the way

The Minions proceed up the corridor, MINION TWO, spot
Anya looking out the window. He grabs her. palling her
viciously to the other Minions. She spins around - it
isn't Anya - it's a SERIOUSLY UGLY WOMAN. The Minions
now scream and reel back in horror.

INT. CORRIDOR - SIMULTANEOUS

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

EXT. BETWEEN CARS

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

                       DMITRI
          Wait here!

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

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

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

                       DMITRI
          Come on up!

                       ANYA
          Why?

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

EXT. TRAIN ROOF

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

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

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

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

INT. CORRIDOR

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

INT. ROOF oF TRAIN

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

EXT. PLATFORM

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

EXT. ROOF OF TRAIN

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

DMITRI & ANYA'S POV:

a TUNNEL rapidly approaching.

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

ON THE SIDE OF THE TRAIN

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

ON THE ROOF

light hits as the train comes out of the tunnel.
Vlad lets out a gasp as they release his belly.
Just then a Minion hand reaches up over the edge.
Dmitri assumes it's a Guard.

                       DMITRI
          The guards!
                  (Anya gives his a lack)
          I'll explain later.

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

ON THE MINIONS

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

ON ANYA AND THE OTHERS

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

INT. TRAIN COMPARTMENT

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

EXT. ROOF OF TRAIN

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

TUNNEL

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

ON THE MINIONS

An the smoke disappears, the Minions' eyes go wide when
they realize it's too late for them. The train roars the
tunnel as the MINIONS SMASH &"'not the sift of

the mountain in a COLORFUL BURST OF SMOKE from which
they were created.

INT. RASPUTIN'S WAGON - PARALLEL TIME

DISSOLVE TO

EXT.	ROOF OF TRAIN - DAY

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

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

                       ANYA
          Forged papers! Now, what?!

                       DMITRI
          Now just get off the train.

                       ANYA
          HUH?!

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

                       ANYA
          Noooo....

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

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

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

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

                       DMITRI
          Come on!

                       ANYA
          No!

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

EXT. COUNTRYSIDE - DAY

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

                       VLADIMIR
          I think I have hurt my...

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

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

                       DMITRI
          You must enjoy causing me pain!

                       ANYA
          You shouldn't have pushed us!

Vladimir and Meetoo come over.

                       VLADIMIR
          Is everyone all right?

                       ANYA
          I'm fine.

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

INT.	RASPUTIN'S WAGON

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

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

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

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

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

                       RASPUTIN (CONT.)
          Yesss... our power is much stronger
          when were near. We must get close
          to her.

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

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

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

And he hits the floor.

EXT. GYPSY CAMP - MIGHT

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

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

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

                       BARTOK
          Well,	we wait this night!

EXT.	COUNTRY - BREAK OF DAWN

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

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

Meetoo is trying to catch fire flies in his mouth.

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

                       ANYA
          Who's Sophie?

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

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

                       ANYA
          What?!

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

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

                       DMITRI
          You are the Princess.

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

                       ANYA
          I don't have a memory and I'm
          not a Princess!
               (looks down at herself)
          Even if I were - no one's ever
          going to believe it. I'm not
          exactly...

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

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

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

                       DMITRI
          What do you see?

ANYA'S POV

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

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

                       VLADIMIR
          Ah! Let us begin!

A POSSIBLE VLADIMIR SONG

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

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

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

EXT. SLEIGH - DAY

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

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

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

                       DMITRI
          Every Russian family has one..

                       ANYA
               (gets it)
          Natasha! Natasha Feastavich!-
          but we called her Nashie
          Fooshie!

                       VLADIMIR
          Did I tell you that?

                       ANYA
          You must have.

EXT. PIG CART - DAY

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

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

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

                       ANYA
          The dessert fork!

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

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

EXT.	PORT - DAY

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

                       ANYA
          What a beautiful ship!

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

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

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

                       ANYA
          Konstantin Petrovich of Moscow!

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

Meetoo spots TWO UGLY PUG DOGS and a distinguished
ELDERLY DOWAGER. He runs happily to play with them.
She pulls her DOGS away from Meetoo.

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

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

INT. HALLWAY OF THE SHIP - NIGHT

Dmitri and Vladimir are standing by a closed door.
Anya is on the other side.

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

                       VLADIMIR
          Come out! I can do alterations.

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

                       VLADIMIR
          I shant!

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

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

The door opens and Anya comes out in the blue dress
Dmitri stole which at least ten sizes too big for her.
She is still wearing her hair up and despite the size
which actually gives her a "Kate Moss" waifish look
with her men's boots and baggy dress - the blue brings
out her eyes. Dmitri sees her and BUSTS OUT LAUGHING.

                       ANYA
          You said you wouldn't laugh!

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

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

INT.	CABIN - SIMULTANEOUS ACTION

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

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

Just then, the slamming door catches the back of her dress,
pulling more than half of it into the door frame. She sees
in the mirror that the now fitted dress shows a lovely
woman's figure. Pleased, she looks at herself.

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

EXT.	CABIN DOOR - NIGHT

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

"REPRISE OF VLADIMIR'S SONG (OVER MONTAGE)

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

MONTAGE: (MOS)

ON DECK: Anya, still in her boots, walks gracefully
down the deck in spite of the ship's rocking motion.
Dmitri and Vlad can't even stand due to the motion.
Anya looks back and flashes them a smile.

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

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

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

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

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

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

END MONTAGE

STILL IN THE SCENE

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

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

EXT. SEA - NIGHT

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

REVERSE ANGLE

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

INT. CABIN - NIGHT

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

                       DMITRI
          I wanted to show you something.

Dmitri takes out the music box and hands it to Anya.
She is immediately taken by it, something about it ...

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

                       DMITRI
          Sad?

                       ANYA
          Lost. it feels lost. This was hers?

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

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

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

                       ANYA
         I'm sorry.

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

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

EXT.	SEA CLIFF - NIGHT

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

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

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

                       BARTOK
         I'm getting a chest cold..

                       RASPUTIN
         Bartok... a question.

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

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

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

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

Rasputin steps in

INT.	WAGON - NIGHT

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

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

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

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

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

EXT.	SEA CLIFF - NIGHT

Rasputin follows tornado to the cliff and watches
as it disappears into the horizon of the water.
Lightning and thunder crash as he laughs maniacally.

INT.	CABIN - NIGHT

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

From under the door SMOKY IMAGES silently slither.
They float across the cabin and swirl around Anya.

CLOSE ON:

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

EXT.	FOREST - DAY

Anya, in a beautiful white dress, is walking peacefully
through a sunny part of a lovely forest on a spring day.
She reaches down to pick some pretty flowers, then looks
up as it seems to get dark... OMINOUS LOOKING CLOUDS cover
the sun. Anya reaches down for another flower when she
HEARS A GROWL.

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

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

Suddenly, the BRANCH JOLTS her and almost falling, she hold
 on to it tightly. But the branch TURNS IN TOWARD

HER - no longer a tree branch, but A HUGE UGLY SNAKE with
red eyes and huge fangs that come right for her!

Anya leaps to another branch, which also turns into a snake.
She jolts backward and begins to fall ... toward a HUNDRED
YELLOW EYES, FIFTY BLOOD RED MOUTHS AND THOUSANDS OF SHARP
TEETH. As Anya falls, she lets out a SILENT SCREAM.

A BURST OF SUNLIGHT

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

INT. CABIN

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

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

EXT. DECK - NIGHT

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

IN HER DREAM

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

PULL BACK

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

DISSOLVE TO:

A SMOKY IMAGE OF THE SAME SCENE

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

INT. CABIN

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

EXT. DECK

Anya is waving happily at the dangerous water.

IN HER DREAM

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

INT. CABIN

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

                       DMITRI
         If you have to go - wake her..

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

EXT. DECK

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

IN HER DREAM

She isn't there. He of his bed.

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

EXT. DECK

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

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

                       DMITRI
         What were you doing?!

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

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

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

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

DISSOLVE TO:

THE SAME, as seen through the reliquary

Rasputin watches ... seething quietly, as Bartok peeks
meekly over his shoulder.

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

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

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

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

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

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

The reliquary, as if in answer, seem to be chuckling.
Rasputin smiles and joins in with it.

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

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

Rasputin returns the reliquary to its cabinet.

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

EXT. BOAT DOCK (LA HAVRE) - DAY

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

                       ANYA
         Oh! I'm sorry...

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

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

CLOSE ON a sign: "Paris 30 kilometers"

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

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

AT THE OTHER END OF THE DOCK

Vladimir stares into his purse, depressed.

                       DMITRI
         How is our current financial status?

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

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

                      VLADIMIR (CONT.)
         The "Odessa Dunk"?

                      DMITRI
         It worked in Odessa...

Vladimir picks up Meetoo and whispers instructions.
Meetoo likes the plan.

NEW ANGLE

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

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

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

Dmitri comes running up, a little too gallant.

                       DMITRI
         I'll save them, Madame

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

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

MINUTES LATER

Dmitri hands Vlad a pile of FRANCS as Anya approaches.

                       ANYA
         That was really very kind of you.

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

                       VLADIMIR
         I won't say a word...

EXT.	GRAND OPEN CAR - DAY

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

Dmitri looks over at Anya.

                       DMITRI
         Nervous?

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

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

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

EXT. TATIANA'S PARIS HOUSE - DAY

They pull up in front of the beautiful white house.
Anya is nervous as Vladimir walks up to the front door
ahead of Dmitri and Anya. Vladimir knocks. Sophie
answers the door.

She moves with grace and regal poise.

                       VLADIMIR
         May I present her Royal
         Highness Princess Anastasia!

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

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

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

INT. DRAWING ROOM - DAY

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

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

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

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

                       ANYA
         Of course.

                       SOPHIE
         Where were you born?

SCENE CONTINUES MOS

TIME LAPSE MONTAGE

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

                       DMITRI (V.0.)
         The real Anastasia couldn't have
         grown up to be lovelier.


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

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

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

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

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

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

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

CLOSE ON

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

MINUTES LATER

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

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

                       VLADIMIR
         Are you impressed with our Anastasia?

                       SOPHIE
         Oh, heavens - I must say, yes.

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

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

                       VLADIMIR
         Perhaps you could convince her?

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

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

                       SOPHIE
         Come my dear, we've much to
         talk about.

EXT. GARDEN

Vladimir has finished giving Dmitri the details.
Both are ecstatic.

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

                       DMITRI
         But it's not	the money, Vlad.

                       VLADIMIR
              (shocked)
         Are you feeling all right?

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

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

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

                       DMITRI
         What do you mean?

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

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

MUSIC BEGINS: BRIGHT, EXCITING, PARIS IN THE TWENTIES

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

                       ACCORDION PLAYER
          Lovers!

                       FLOWER SELLER
          Ooh la la!

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

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

The foursome explores the city and Anya has the
happiest day of her young life. On the streets they
encounter the motley denizens of Paris, as well as
people with very familiar faces -- for anyone in the
audience in the know, they'll see Josephine Baker,
Maurice Chevalier, Rodin, Gertrude Stein, Freud,
Lindbergh - people who were in Paris in the twenties..
For those in the audience who don't recognize them,
they'll simply be unidentified fascinating "types" who SING.

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

END MUSICAL NUMBER


EXT. PARIS SKYLINE - DUSK

A glorious sunset over the city of lights ...

PAN DOWN

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

INT.	RASPUTIN'S WAGON

Bartok freshens himself up in front of the mirror as he

                       BARTOK
                    (singing, a cappella)
          PARSE HOLDS THE KEY TO MY HEART
          FRENCH- BAT- CHICKS HANG OUT AT
          MONTMARTRE
          WE'LL EAT SOME IN-SECTS
          THEN GO BACK AND HAVE --

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

NEW ANGLE

showing Rasputin trying to concentrate on the reliquary.

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

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

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

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

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

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

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

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

                       BARTOK
          What do you think? Is it me?

EXT. SMALL HOTEL - NIGHT

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

INT. SMALL HOTEL - NIGHT

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

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

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

                       ANYA
          How do I look?

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

                       DMITRI

          Fine.	We better go.

Anya looks surprised by his tone, but follows.

EXT.	PARIS OPERA HOUSE - NIGHT

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

INT.	PARIS OPERA HOUSE

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

ANYA'S POV

Dancers in bright costumes leap across the stage.

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

                       DMITRI
          Look. There is your grandmother...

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

ANYA'S POV

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

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

The music continues as Anya looks at Tatiana.

INTERMISSION

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

                       DMITRI
          Come on. It's time..

INT. MEZZANINE -- MINUTES LATER

They approach Tatiana's private box.

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

                       ANYA
          I'm so scared...

                       DMITRI
          Don't be

                       ANYA

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

                       DMITRI
                    (upset, pulling away)
          I know.

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

INT.	PRIVATE BOX

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

                       DMITRI
          I need to speak with the
          Dowager Empress ...

[PAGE MISSING]

                       TATIANA (CONT.)
          How much pain will you inflict
          on an old woman for money?!

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

                       TATIANA
                    (to guards)
          Remove him at once.

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

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

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

                       DMITRI
          Anya. . . please. . . 

INT. LOBBY

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

EXT. OPERA HOUSE - NIGHT

Anya bursts out of the doors followed by Dmitri

                       DMITRI
          Anya, wait!

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

                       DMITRI
          No! Well, yes, but

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

EXT.	PARIS OPERA

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

DMITRI'S POV

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

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

                       DMITRI
          Sir! Your rear tire is flat!

                       CHAUFFEUR
          it is?

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

INT. CAR

Tatiana is jolted by the fast motion of her car.

                       TATIANA
          Ulo! Slow down!

Dmitri turns from the front seat and looks at her.

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

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

EXT.	PARIS STREETS

Tatiana's car flying down small streets.

INT.	TATIANA'S  CAR

                       TATIANA
          Stop this car!



The car slams to. a stop in front of the SMALL HOTEL.
Dmitri leans into the back seat, face-to-face with her.

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

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

                       DMITRI (CONT.)
          Look at this!

Tatiana looks down and is immediately taken aback.

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

                       DMITRI
          What I foundyour was your granddaughter!

Tatiana turns away from him again.

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

Dmitri points up to the open window of the hotel.

                       DMITRI (CONT.)
          Just look! Just look at her!

Tatiana finally looks out the window.

TATIANA'S POV

Anya holding Meetoo in front of the window.

BACK TO TATIANA

reacting to how much she looks like Anastasia.

INT. SMALL HOTEL -- A MINUTE LATER

Anya hears a KNOCK and assumes it is Dmitri.

                       ANYA
          Go away!

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

                       TATIANA
          Who are you, child?

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

Tatiana holds out the music box.

                       TATIANA
          Do you remember this?

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

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

                       TATIANA
          Oh! Where did you get that?!

Anya sees her looking at the key around her neck.

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

UNDERSCORE-	"THE MUSIC BOX THEME"

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

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

Anya takes the music box and the key out of Tatiana's
hand gently - remembering how it works. Anya puts in the
key and begins to wind it. Tatiana is surprised that Anya
knows how it works - so is Anya!

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

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

We hear THE MUSIC BOX begin to play.

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

Their cracking voices trail off as they look at each other
and know that they are who they've been searching for -
and the search is finally over.

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

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

OUTSIDE THE WINDOW

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

EXT. ANYA'S WINDOW

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

                       BARTOK
          He is gonna yellllll.

EXT. RASPUTIN'S WAGON - NIGHT

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

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

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

                       BARTOK
          I should have been a dentist ...

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

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

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

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

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

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

Anya is asleep as Tatiana kisses her forehead, turns off
the light and walks to the door. She looks back on her
sleeping granddaughter with enormous joy and gratitude.
She smiles to herself as she pulls the door closed 
behind her, revealing RASPUTIN STANDING BEHIND THE DOOR.
His eyes glow like embers in the dark. Bartok is perched
on his shoulder.

                       RASPUTIN
          Yesss ... finally "home". And what
          a charming ... girlish little home
          it is.
                    (gestures to CHERUBS
                       in the wallpaper)
          Look, Bartok, little angels, the
          symbol of ... love. So sweet, so
          harmless.

Rasputin takes the reliquary from around his waist and
places it on the table.

                       RASPUTIN (CONT.)
          Let's go for a touch of irony, shall we?

He waves his hand and the smoke emerges, emanating toward
the walls.

CLOSE ON

some CHERUBS as the smoke hits them. They begin to change,
taking on a lean and evil look. Their tiny arrows grow,
becoming lethal, as their eyes turn from soft brown to
blood red. Slowly, they EMERGE from the wallpaper, their
small wings growing into horrible pterodactyl membranous
paired appendages.

They SWOOP into flight and begin to circle the room, faster
and faster. Rasputin leans precariously over the sleeping
Anya, chuckling.

                       RASPUTIN (CONT.)
          And there will be no blood on my hands ...

Rasputin backs away as the cherubs aim their JAGGED ARROWS
at Anya.

Suddenly, Meetoo leaps up from the bed, barking. Rasputin,
startled, jumps backward. Bartok falls off his shoulder and
on to the table, knocking into the reliquary - which is about
to fall. 

                       RASPUTIN (CONT.)
          Nooooooo!

Rasputin catches it. The SPELL is immediately broken and
everything turns back to normal just as Anya wakes up. She
sees Rasputin and lets out a SCREAM.

Rasputin advances on her, his hands outstretched as if to
strangle her when he hears footsteps and voices in the hallway.

Rasputin grabs the reliquary and LEAPS out the window, his
monk's robe billowing just as the door opens.

Tatiana rushes in and sees Bartok flying out the window.

                       TATIANA
          Anastasia! It was just a bat!
          It's gone, dear...

                       ANYA
                    (shaken)
          No, it wasn't a bat! I saw this
          horrible man - I remember him,
          I think...

                       TATIANA
                    (comforting)
          No, no child... shush... it's
          all right ...

She embraces Anya, who is still terrified and knows
that she saw what she saw.

INT.	TATIANA'S HOUSE - DAY

Anya sits, looking a bit vacant as two overly French
jewelers, PIERRE & ANDRE, fit Anya for her ROYAL CROWN.

Tatiana sits across from Anya and can't help but notice
that Anya looks miserable as Sophie bustles about.

                       SOPHIE
          A grand ball for the Princess.
          How very exciting. So much to do,
          so little time...

                       TATIANA
                    (slightly annoyed)
          Do it somewhere else, please. Quietly.

The slight is lost on Sophie who bustles out talking to herself.

                       SOPHIE
          Caterers ... invitations ... saber
          dancers! We must have saber dancers!

"RULERS OF RUSSIA" (COMIC REPRISE)

Sophie SINGS as COMIC REPRISE of 'RULERS OF RUSSIA"

Pierre and Andre argue as they fit Anya for the crown.

                       PIERRE
          Her head it is ... how you say?

                       ANDRE
          Beeg. Zat is how you say it.
          Beeg.

                       PIERRE
          And the crown she is ... how you say?

                       ANDRE
          Small! Zat is "how you say" it!
          Don't be so French, Pierre wit the
          "how you say" all za time - zat is
          really annoying.

As they discuss this, Anya wanders away from them, the crown
still slightly askew on her head. Tatiana follows her.

                       TATIANA
          You are going to make a beautiful
          princess.

But Anya simply nods. Tatiana turns her towards a FULL LENGTH
MIRROR, then straightens the crown as they look at their
reflections.

                       TATIANA
          Lovely...
	          (no reaction)
          What troubles you, child?

But before Anya can answer, Vladimir leans into the room.

                       VLADIMIR
          Madame, your... eh... guest has
          arrived.

                       TATIANA
                    (knowing)
          Thank you, Vladimir.,

Tatiana leaves and Vladimir looks at Anya. Anya, angry
at him, turns away.

                       VLADIMIR
          Anya... Anastasia... I'm sorry ...
          We didn't mean to hurt you ...

Anya still won't look at him.

INT. TATIANA'S STUDY

Tatiana walks into her study and is happy to see Dmitri
is standing there, looking nervous and very uncomfortable.

                       TATIANA
          I sent for you because I owe you a
          debt of gratitude larger than I can
          ever repay

                       DMITRI
          No. Empress, you --

                       TATIANA
          I want you to have the reward money -
          you've earned it.

He leaps from his chair, exploding with emotion.

                       DMITRI
          Empress, no! I will not take the
          money! I just came to tell you
          I was sorry...

                       TATIANA
          Young	man, I...

Dmitri flips his hair out of his eyes and Tatiana gets
a look of recognition across her face.

                       DMITRI
          ... and I'm going to keep my
          promise to stay out of your
          lives, forever.

Tatiana looks at him with great understanding and affection
as she realizes,

                       TATIANA
          You are the boy ...

                       DMITRI
                    (uncomfortable)
          I should go

                       TATIANA
          That last night in the palace...
          one boy showed us kindness and courage.
          You were the boy who saved our lives,
          weren't you?
                    (Dmitri doesn't answer)
          Please, is there nothing I can do to
          repay you?

                       DMITRI
          Promise me she'll have her home.

                       TATIANA
          She does.

                       DMITRI
          And tell me that she's happy.

                       TATIANA
	  Oh, Dmitri.I wish that I could.

Dmitri comes down the steps, then stops when he sees Anya,
wearing her CROWN.

She turns and sees him, stifling her first impulse, then
putting on a show of supreme confidence.

                       DMITRI
          I'm glad you found what you
          were looking for.

                       ANYA
          I'm glad you	did too.

With nothing left to say, he heads for the door.

                       ANYA
          Enjoy your fortune.

Dmitri spins, but restrains. He opens the door and
Anya goes back into the Parlor. They both know that
they will never see each other again.

INT.	LITTLE HOTEL - DAY

Dmitri busily tosses his few possessions into his
backpack as Vladimir - in formal attire - waves an
embossed INVITATION at him.

                       VLADIMIR
          But this invitation came
          from the Empress herself!
          It's the social event of
          the decade! You can't turn
          it down!

                       DMITRI
          Watch me.

Vladimir starts to protest. Dmitri grabs the invitation
and tears it up, tossing the pieces into the air.
Vladimir sighs.

                       VLADIMIR
          So where will you go?

                       DMITRI
          She found her home.
          Maybe it's time I found
          one too!

NEW POV

from outside the window. WE DO NOT HEAR THEM, but we
see Vlad and Dmitri hug good-bye.

PULL RACK

to see it's RASPUTIN'S POV; as he stands on a LADDER
OF SMOKE, looking into Dmitri's window. Rasputin watches
Vladimir leave as Dmitri finishes packing.

INT.	DMITRI'S ROOM

As the windows BURST OPEN and Rasputin swoops in. Dmitri
backs away, terrified as the ladder dissolves and smoke
fills the room.

                       RASPUTIN
          So. You don't want to go to 
          the coronation, eh?

                       DMITRI
                    (recognizing him)
          Rasputin!

                       RASPUTIN
          I know, I know ... you thought I
          was dead. That's how the history
          books will remember me - not as
          the ruler of all of Russia,
          which I SHOULD HAVE BEEN -
          but as the guy who was never
          dead when you expected him to be.
          
Dmitri backs away as the smoke coils around him and
Rasputin advances.

                       DMITRI
          What do you want?!

                       RASPUTIN
          The same thing I wanted ten 
          years ago - all the Romonovs dead
          I got the others, now I have
          to finish up with that nuisance, 
          Anastasia...

                       DMITRI
          You're insane! You didn't
          kill the Romonovs - it
          was the...

                       RASPUTIN
          STOP IT! I DID SO KILL THEM!
          And I'm going to kill Anastasia.

Dmitri lunges for him but the smoke coils around
him like rope, holding him back.

                       RASPUTIN (CONT.)
          Look at me...
                    (Dmitri turns away)
          Look at me!

The SMOKE forms into hands, forcing Dmitri's face
toward Rasputin's. Dmitri's eyes widen. Rasputin
locks on him with his eyes, glowing like red hot
coals, as he bears Dmitri in hypnotically.

                       RASPUTIN (CONT.)
          You are going to help me
          kill her... You are going
          to help me kill her...
          her...

ON BARTOK

who looks away, obviously not enjoying this.
As WE HEAR Rasputin repeat "You are going to
help me" a few more times.

EXT.	EIFFEL TOWER - NIGHT

Magnificently, the Eiffel Tower illuminates all of
Paris when FLOOD LIGHTS come on and we see a LARGE
PARTY has been set underneath it's black iron legs.
WE HEM TRUMPETS as we

MOVE IN CLOSER

to see that a stage has been set up on the north side,
the "Seine side". of the Tower, with a large throne-like
chair in the center. Beautiful PARTY GUESTS,  many we
had seen in the opening Ballroom scene, mingle around
excitedly. Behind the stage, a beautiful curtain separates
the party from

INT. BEHIND THE CURTAIN

the Princess Anastasia, in crown and full coronation gown.
Anastasia fidgets nervously, looking for the key around
her neck, then remembering it isn't there anymore, as a
MAJOR RUSSIAN DOMO addresses her and Tatiana.

                       MAJOR DOMO
          ... then as I say "Her Serene Highness
          Princess Anastasia" you, your Highness,
          should walk out on to the stage and
          greet your ...

Tatiana sees that Anastasia isn't listening and dismisses
the Major Domo in mid sentence.

                       TATIANA
          I believe her highness understands 
          what she has to do.

Major Domo bows and leaves. Tatiana looks at Anastasia.

                       TATIANA (CONT.)
          Don't you, child?

                       ANYA
          Oh, yes, Grandmama -
          I wait until I hear...

                       TATIANA
          No, not about the ceremony,
          Anastasia - do you understand
          the choice you must make.

Anya turns to her in confusion.

                       ANYA
          There's no choice...

Anya is cut off with a quick knock at the door,
as Sophie and Vladimir enter, bowing to them both.
Vladimir has Meetoo, all dressed up in bows and
ribbons - and looking miserable - on a leash.

                       VLADIMIR
                    (to Tatiana)
          Your "guest" is unable to attend.

Tatiana is troubled by this news. Anya starts
laughing when she sees Meetoo.

                       ANYA
          Oh, Meetoo! You look miserable!
          Oh, Vlad - look at him!

                       VLADIMIR
                    (formally)
          Yes, your highness.

                       ANYA
          Poor Meetoo!

                       VLADIMIR
                    (formally)
          Yes, your highness.

                       ANYA
          Cut it out, Vlad! I'm not
          angry with you anymore -
          I know how much you needed
          the money.

                       TATIANA
          But they didn't take the money -
          either one of them. I offered it
          to them, but they both refused.

Anya is shocked, she takes a minute to process this as

                       ANYA
          Dmitri didn't want the money?

                       TATIANA
          No, he just wanted to know
          you were happy.

                       VLADIMIR
                    (taking Sophie's hand)
          Fortunately, I am to be married.
                    (backing away)
          With your highness, permission.

                       ANYA
          Vlad, stop acting this way! 
          You're my friend!

                       VLADIMIR
          No. From now on I am your
          loyal subject ... your
          highness. By your leave?

To Anya's dismay, Vlad and Sophie bow and back out of the room.

                       ANYA
          Why does everyone have to
          act that way?

                       TATIANA
          You'll have to become used
          to it, child, if you accept
          the crown...

                       ANYA
          "If" I accept?! Of course
          I'm going to accept! it's
          what I always wanted!

                       TATIANA
          Is it? Is this what you want?

Tatiana gestures to the formality outside.

                       ANYA
          I wanted to come home,
          Grandmama - and I did.
          I came back to my home
          with you.

                       TATIANA
          You can't go back to find your 
          home. Your home is in your heart,
          in the future that you make for
          yourself.

                       ANYA
          And this is my future. This is 
          who I am!

                       TATIANA
          This is who you were. Exactly 
          who you are is up to you.
          
                       ANYA
          I don't know who I am!
          I still don't know!

                       TATIANA
          Yes, you do. You do.

Tatiana kisses her on the forehead.

                       TATIANA (CONT.)
          And in your heart, you know what
          is right for you.

Tatiana turns to leave.
          

                       ANYA
          I've spent my whole
          life waiting to find you ...

                       TATIANA
          And we have found each other
          nothing will ever change that!
          I am your family, dear child,
          but I may not be your home.

Tatiana leaves. Anya is very torn. Anya jumps as
the TRUMPETS sound announcing her entrance.

INT. BALLROOM - NIGHT

The COURTIERS gather, excited, as the Major Domo
readies to make his announcement.

INT. ANTE ROOM (EIFFEL TOWER)

Anya, thinking about what Tatiana has said, looks
at herself in the mirror.

ANYA'S POV

the Princess Anastasia. But not Anya.

                       MAJOR DOMO (O.C)
                    (announcing)
          Her Serene Highness, the Princess 
          Anastasia!

Pause.	WE HEAR mummers from the crowd outside, various
"Where's Anastasia?", then

                       DMITRI (O.C.)
          Anya!

Anya spins around, looking for him. His voice seems
distant and ghostly,

                       DMITRI (O.C.)
          Anya ...


Anya follows his voice out of the room and into the
ELEVATOR. The doors close.

EXT. ELEVATOR

as it rises gently to the very top of the Eiffel Tower
not on cables - but on long ropes of smoke.

EXT.	TOP OF EIFFEL TOWER

Rasputin, gleeful, sits perched on a girder, looking down
at the party below.

                       RASPUTIN
          Look, Bartok. Most of them were
          there the night I made this curse.
          Now, they'll get to see it finished!
                    (sighing, content)
          Revenge is a dish best served... in
          front of a larrrrrge audience!

Rasputin leans over the rail and looks down at the party.

                       RASPUTIN (CONT.)
          Do not despair. I'll make sure your 
          beloved princess drops in.      

Rasputin chuckles at his own "wit"

                       BARTOK
                    (depressed)
          Ahh, very witty. There's this
          English guy - Noel Coward -
          I'll bet he's quaking ...

ON THE ELEVATOR

As the door open and Anya rushes out, looking around.

                       ANYA
          Dmitri?

Dmitri is standing - like a zombie - at the far end
of the platform. Anya sees him.

                       ANYA
          Dmitri ... Grandmama told me.

She stops. She can tell that something isn't right
with Dmitri by the look in his eyes.

                       ANYA
          Dmitri, what's wrong?

Dmitri approaches her slowly, zombie-like, arms
outstretched.

                       RASPUTIN
                    (from above)
          Throw her off the edge! Do it!

Anya looks up at the booming voice.

ANYA'S POV

sees Rasputin.

BACK TO ANYA: FLASHES, RAPID IMAGES:

RASPUTIN from the last night at the palace

YOUNG ANASTASIA - TERRIFIED

ORANGE flash of gunshots

YOUNG DMITRI leading them out the wall panel, then the
Face of the YOUNG DMITRI superimposes over the zombie who
is coming toward her.

                       ANYA
          Dmitri ... Look at me!
          It's Anya! It's ANYA!

Dmitri stops. His eyes glazed and frightening.

                       ANYA
          You saved my life in the
          palace! You won't take
          it now...

                       RASPUTIN
                    (from above)
          FINISH HER!

Anya holds her ground as Dmitri moves toward her,
ready to push her off the
edge.

                       ANYA
          Dmitri. I know you would
          never hurt me. You love me.

As Dmitri come close, she moves toward him and
kisses him. He blinks and snaps out of it and is
quite happy that Anya is kissing him.

                       ANYA
          Dmitri?

                       DMITRI
          Anya... where are we?

WE HEAR a howl from above and suddenly Rasputin
jumps down. The reliquary tied to his waist, he's
more furious than we've ever seen him - his face
literally consumed with rage and hatred.

Anya is terrified - but holds her ground as she did
when she was a child.

                       ANYA
          I guess you aren't as
          powerful as you thought!

Rasputin walks slowly toward Anya and Dmitri, burning with rage.

                       RASPUTIN
          I'll show you!

                       DMITRI
          Run, Anya -  go...

                       ANYA
          I'm not leaving you!

                       RASPUTIN
          Fighting for fair lady. How noble...

Dmitri pushes Anya away and charges the much larger
Rasputin, who knocks his aside with on swoop of big
huge arm.

                       RASPUTIN (CONT.)
          And how pathetic.

Rasputin turns to Anya climbing up a girder.

                       RASPUTIN (CONT.)
          That's only going to make you
          fall farther.

Anya turns suddenly and kicks Rasputin in the face,
which has the same effect as kicking a brick wall.
Anya is thrown off balance and falls. Rasputin pushes
her with his foot and she slides across the floor to
Dmitri.

Anya and Dmitri exchange a quick look as Rasputin,
chuckling, advances on them. Anya reaches up and grabs
Rasputin's beard, pulling his face forward so that
Dmitri can give him a good roundhouse punch.

The blow does little but enrage Rasputin. He reaches
out and with one huge hand, picks Anya like a rag doll
and takes her to the ledge.

                       DMITRI
          Anya!

Dmitri throws himself against Rasputin several times
only to get batted away like a fly. Realizing this is
futile, Dmitri slips through the FLOOR GIRDERS and
scurries towards the edge... BELOW TEM.

DMITRI POV: Rasputin's large boots above him, heading
for the edge.

ABOVE

Rasputin reaches the edge, playful dangling the
struggling Anya over the side.

                       RASPUTIN
          My curse is now complete!
          Good-bye, babushka!

Anya looks over the ledge.

ANYA'S POV

The city below as she FALLS. Dmitri emerges from the
grid below and GRASS her, holding on to the back of
her dress.

                       DMITRI
          Take my hand!
                    (sees Rasputin approaching)
          Hurry!

She manages to spin around, gripping his hand.

                       ANYA
          Don't let me go!

                       DMITRI
          I'll never let go!

CLOSE

their hands, gripping one another.

                       RASPUTIN (O.C.)
          What a touching sentiment...

They look up to see his right above them. Rasputin's
boot SMASHES DOWN on Dmitri's hand, which grips the
girder.

Dmitri screams out	in, but doesn't let go. He
looks down at Anya and pulls her up while Rasputin
begins to pry off Dmitri's fingers one at a time.

                       RASPUTIN
          This little piggy had a palace...
          this little piggy had a throne...

Anya swings to another beam and now has firm footing as
Rasputin continues.

                       RASPUTIN (CONT.)
          This little piggy missed the firing
          squad..

Dmitri is literally holding on with two fingers.

                       RASPUTIN (CONT.)
          And this little piggy wanted a home...
          And this little piggy went wee wee
          wee all the way... down!

As Dmitri's last finger is preyed away, he falls but
his grasp on Anya's hand is firm and she pulls him
onto where she is standing.

Rasputin leans over and bends toward them, three feet
from Anya.

                       RASPUTIN (CONT.)
          DIE!


The reliquary is dangling. Anya reaches up to grab on to
it but her aim is off and she HITS it. The reliquary flies
and SMASHES against the side of the tower, shattering.
Rasputin realizes what has happened and scrambles away
in terror.

                       RASPUTIN (CONT.)
          NOOOOOOOOO!

ON BARTOK

who covers his eyes.

ON ANYA AND DMITRI

who climb back up to the platform.

LONG SHOT

of the Eiffel Tower as the EVIL SPIRITS FROM THE
RELIQUARY burst out. The SPIRITS take on all the forms
we've seen earlier: BEARS, MINIONS, SNAKES, and
combinations of all. They grow and swirl, with hideous
MOANING noises.

Anya and Dmitri huddle together, in disbelief.

ON RASPUTIN

as the SPIRITS begin to swarm around him, a TORNADO of
horrid beings. Re screams as they pull him off the
ground.

ON ANYA AND DMITRI

as the force of the tornado increases, they have to
hold on to the girders and each other in order not to
be sucked in. Bartok is thrown against the side of the
tower and slithers to the floor.

ON RASPUTIN

suspended over the Eiffel Tower in the maelstrom. He
Screams wildly as the spirits encircle his, torment
him and EXPLODE - pieces fly and disintegrate in mid-air,
in wild colors and smoke.

ON DMITRI AND ANYA

who hug each other in relief. They stand, looking out.
The smoke dissipates, showing them the city lights below.

ON BARTOK

who rises, patting his chest- He's about to let out
a Bartokism... but all the emerges are LITTLE BAT SQUEAKS.
He's surprised as first, then thrilled. The spell is
broken and he's just a bat again.

DMITRI AND ANYA

as he reaches down and picks up the crown that fell off
her head in the fight. He hands it to her.

                       DMITRI
          Come on... I'll take you home.

Anya looks lovingly at Dmitri and doesn't put the crown back on.

                       ANYA
          I am home.

"HONE IS WHERE YOU ARE"

(The Love Duet For Anya And Dmitri). A SIMPLE EMOTIONAL
BALLAD for two people who realize at last that their hearts
have led then to each other, to "home". This will work within
the dramatic context of the film (sung by the characters) but
can also be re-recorded as a Pop single.

The song continues over various scenes:

THE EMPTY STAGE

Tatiana smiling, knowingly.

SOPHIE & VLADIMIR

sneaking a kiss in the middle of the party. Xenia and Estelle
look at each other with their stone faces.. . and smile.

BARTOK

Hanging from the rafters of the Eiffel Tower, no sure what
to do next - then a cute female bat flies up next to his and
"bats" her eyes.

ANYA & DMITRI

walking over the River bridge with Meetoo following behind
them... a family - going home together.

FADE OUT

THE END