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Grand Hotel Movie Script

Writer(s) : Bela Balazs

Genres : Drama, Romance

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                                       GRAND HOTEL



                                        Written by

                                       Bela Balazs



                          Based on the play "Menschen im Hotel"

                                      By Vicki Baum



                                     American version

                                   By William A. Drake

                                                               SHOOTING DRAFT

                

                                         PROLOGUE

               Berlin.

               Season is March.

               Action of the picture takes place in approximately 36 hours.

               Picture commences at approximately 12:35 in the day.

               Time: The Present.

                

               EXTERIOR REVOLVING DOOR

               Show general natural action of people going in and people 
               coming out but in it is the definite inference of people 
               arriving and people leaving the big hotel.

               MOVE INSIDE THROUGH THE REVOLVING DOOR -- very quickly. CAMERA 
               PAUSES ON THE THRESHOLD like a human being, seeing and 
               hearing.

               DISSOLVE OUT.

               DISSOLVE INTO: Clock. It is twenty minutes to one -- and 
               then moves slowly into the crowd of busy mid-day business 
               jumble.

               CAMERA pushes through crowd and passes by the foot of the 
               steps that lead up to the restaurant. In its journey, it 
               passes Kringelein looking up. He is not pointed.

               THE CAMERA then saunters -- getting a slow profile movement 
               across -- near Senf's desk. Senf is very busy. THE CAMERA 
               now passes -- profile -- the desk of Senf. General action. 
               Senf stands before his background of slots and keys. WE 
               PROCEED until we are facing the elevator.

               At that moment the elevator is opening. Among the people who 
               emerge is Suzette, who moves too quickly for us to distinguish 
               who she is.

               THE CAMERA PANS quickly with her and in the distance we hear 
               her saying to Senf:

                                     SUZETTE
                         Madam Grusinskaya will not want her 
                         car.

               This line is only just above the general clatter of action 
               but it is picked-up sharply first by Senf then by Bell-Captain -- 
               and as the CAMERA SLOWLY TURNS AROUND, we see the boy going 
               towards the door and we hear the voice in the distance, 
               saying:

                                     VOICE
                         Cancel Madam Grusinskaya's car.

               The CAMERA now backs away from the scene into the BAR. (a 
               section.) It backs to the back of the bar and proceeds -- in 
               profile -- behind the backs of the barmen. A mixed crowd of 
               people drinking before their lunch.

               We pick up the Doctor, leaning his head upon his hands, 
               looking into space. The woman next to him, a noisy blonde, 
               is laughing. The doctor glances up at her -- she glances at 
               the doctor. She and the audience see the scarred side of his 
               face -- the laugh dies on her lips and she turns suddenly to 
               her companion, who is the Baron. We do not get much of a 
               chance to see him because at that instant he is glancing at 
               his watch, his shoulders are turning away from THE CAMERA 
               and he moves out towards the lobby.

               BACK UP a few feet and LAP DISSOLVE as you move into the 
               main aisle of busy room in restaurant. Great activity of 
               waiters. The bustle and activity of fashionable lunchtime. A 
               string orchestra is playing.

               Among other things, we pick up the smiling face of the pompous 
               Maitre d'hotel, he has apparently just shown someone important 
               to a table.

               THE CAMERA watches his face and follows him. His face just 
               as CAMERA reaches service table. The pompous Maitre d'hotel 
               now becomes a thing of drama as he demands of a waiter:

                                     MAITRE D'HOTEL
                         Where is that gentleman's soup?

               The waiter, frightened and perspiring, doesn't bother to 
               argue -- he tears off quickly (CAMERA FOLLOWING HIM) to 
               another service table. The waiter seizes buss-boy's arm:

                                     WAITER
                         Where's that soup?

               Boy goes off at great rate of speed, CAMERA FOLLOWS HIM, 
               into service room of kitchen. Boy stops at soup chef's 
               counter. He is not the only waiter wanting soup at that 
               moment. He pushes his way to the front and puts his ticket 
               forward.

                                     BOY
                         Quick -- come on -- come on...

               The soup chef, used to impatient waiters, makes no exception 
               of the young man. He looks at him as much as to say: "I'll 
               slap you on the mouth." At the same time he is pulling over 
               a cauldron of soup.

                                                                    CUT TO:

               CAULDRON OF SOUP being pulled over -- it dislodges a small 
               cauldron that is near the edge. We see the soup fall and 
               hear the scream of a woman before showing her agonized face -- 
               She has been scalded. General steamy confusion. The chef has 
               filled the plate. WE PROCEED the buss-boy out. Half way down 
               the aisle, the waiter takes it from him.

               THE CAMERA follows the waiter who places the soup before Mr. 
               Preysing. Preysing has been waiting, with his serviette 
               carefully tucked in his collar. His spoon is in his hand. A 
               horrible man, ready for action. The soup is in front of him, 
               he tastes it, pushes it away, frowns, we feel he is going to 
               tear the place down.

                                     WAITER
                              (anxious voice)
                         Yes.

                                     PREYSING
                              (grimly)
                         Cold.

                                     VOICE
                              (near Preysing's elbow)
                         Mr. Preysing...

                                     PREYSING
                              (in same voice)
                         Yes...

                                     BELLBOY
                         Telephone -- from Fredersdorf --

               Preysing rises, struts from restaurant. CAMERA FOLLOWS HIM -- 
               He walks out through the door...

                                                     DISSOLVE OUT AND INTO:

               Between two operators heads. Odd effect at board. CAMERA 
               TILTS UP as Preysing's head looks right down at girl.

               Bellboy is with Preysing.

                                     BELLBOY
                         Mr. Preysing from Fredersdorf -- his 
                         call.

                                     GIRL
                         Yes, Mr. Preysing --

               Preysing begins drumming his fingers on the top of 
               switchboard.

                                     GIRL
                              (nervously)
                         They've gone -- Just a moment, sir...

                                     PREYSING
                              (to boy)
                         You told me it was on -- you said 
                         the call was through.
                              (he waits irritably)

                                     SECOND GIRL
                              (to first)
                         Who's in number three?

                                     FIRST GIRL
                         Senf -- the hall porter.
                              (Girl looks off at...)

                                                                    CUT TO:

               SENF IN TELEPHONE BOOTH

                                     SENF
                         Yes, it's Senf, the head porter, 
                         Grand Hotel... Are you at the 
                         Clinic?,... How's my wife?,... Is 
                         she in pain?,... Isn't the child 
                         coming soon?,... Patience! It's easy 
                         for you to talk... Get away?,... No, 
                         I can't -- I'd lose my job. It's 
                         like being in jail. Oh, I hope the 
                         child comes along all right.

               At the conclusion of Senf's speech, CAMERA MOVES TO NEXT 
               BOOTH. Thru the glass door we see Preysing approaching from 
               desk. He enters booth and commences conversation:

                                     PREYSING
                         Hello! Long Distance?,... Get off 
                         the wire... No... I was talking to 
                         Fredersdorf... What?,... Oh... 
                         Hello!... Is that you dear?... How 
                         is everything at home?... What do 
                         you hear from the factory?... No... 
                         How are the children?... I left my 
                         shaving set at home... Yes, is your 
                         father there?... Hello, father?... 
                         Our stock has gone down twenty-three 
                         points. If our merger with the Saxonia 
                         doesn't go through -- I don't know 
                         what we can do... Hello, hello... 
                         yes, papa. Rely on me -- everything 
                         depends on Manchester... If they 
                         refuse to come in -- well, we will 
                         be in bad shape... no... Rely on me, 
                         I'll make it go through -- I'll make 
                         it go through... Waiting?... Yes, 
                         I'm still speaking...

               THE CAMERA THEN PANS TO Suzette. Suzette is already in the 
               booth and she is waiting for Mr. Meierheim to come on.

                                     SUZETTE
                              (starting to speak)
                         Hello, Mr. Meierheim?... Is that, 
                         Mr. Meierheim?... This is Suzette... 
                         Suzette, Madam Grusinskaya's maid... 
                         No... Madam Grusinskaya will not go 
                         to the rehearsal... No... Madam is 
                         in a terrible state, she didn't sleep 
                         all night -- She's very tired... No, 
                         I'm speaking from a booth -- I didn't 
                         want to speak in front of her... I 
                         gave her a tablet of veronal... She's 
                         sleeping now... You had better come 
                         to the hotel, I'm afraid...

               PAN TO BARON just entering booth. He is lighting a cigarette. 
               (receiver down - trick)

                                     BARON
                              (speaking into 
                              telephone)
                         Baron Gaigern speaking. Yes, Baron 
                         Gaigern himself. Where are you?,... 
                         Good... No -- first, I need money. I 
                         need it right now. I have to make a 
                         showing... That's my business. I 
                         hope to do it tonight... at the 
                         theatre or after the show... But 
                         money -- for the hotel bill, for 
                         tips... I don't need advice, I need 
                         money!... Now, listen...

               PAN TO KRINGELEIN - booth.

                                     KRINGELEIN
                         Who is that, This is... Hello, 
                         hello!... Who is that... Heinrich? 
                         This is Kringelein. Hello, Heinrich. 
                         This is Otto Kringelein. Hello! Can 
                         you hear me?... I've got to speak 
                         very quickly. Every minute costs two 
                         marks ninety... What?... Otto 
                         Kringelein! Yes, I'm in Berlin, 
                         staying at the best hotel, the Grand 
                         Hotel... No, don't you understand? I 
                         want to explain, but I must do so 
                         quickly, it costs so much. Please 
                         don't interrupt me -- hello? Hello! 
                         Listen! You know that will I made 
                         before my operation? I gave it to 
                         you. I want you to tear it up. Destroy 
                         it. Because, listen, I came to Berlin 
                         to see a great specialist about that 
                         old trouble of mine... It's pretty 
                         bad, Heinrich. The specialist says I 
                         can't live much longer.
                              (louder)
                         I haven't long to live! That's what's 
                         the matter! Hello, hello. Are you on 
                         the line? No, it isn't nice to be 
                         told a thing like that. All sorts of 
                         things run through your head. I am 
                         going to stay here in Berlin. I am 
                         never coming back to Fredersdorf. 
                         Never! I want to get something out 
                         of life, too. You plague, and bother, 
                         and save -- and all of a sudden you 
                         are dead. Heinrich... You don't say 
                         anything. I am in the Grand Hotel, 
                         do you understand, the most expensive 
                         hotel in Berlin? I'm going to get a 
                         room here. The very best people stay 
                         here. Our big boss, Preysing, too. I 
                         saw him -- not five minutes after I 
                         was here. Sometime, I'd like to tell 
                         him exactly what I think of him. 
                         Listen, Heinrich -- I have taken all 
                         my savings; my life insurance, too; 
                         I cashed in all my policies, the 
                         sick benefit fund, the old age 
                         pension, the unemployment insurance, 
                         the burial fund and everything... 
                         What's that, miss?... Hello, Heinrich. 
                         I have to hang up now. I have to pay 
                         three times overcharge. Just think, 
                         Heinrich! There's music here all day 
                         long. And in the evening, they go 
                         around in full dress... Yes, sometimes 
                         I have pain, but I can stand it. 
                         Everything is frightfully expensive 
                         here. You can imagine, the Grand 
                         Hotel... What? Time's up...

               Near the conclusion of Kringelein's speech, we see the Doctor 
               approaching through Kringelein's booth. He is looking down 
               at something.

                                                                    CUT TO:

               COMPLETE REVERSE - MATCH SHOT - SHOOT THEM BOTH TOGETHER

               Doctor is looking down at parcel. Kringelein's voice on same 
               track. CAMERA BACKS UP. Show doctor as he passes various 
               booths -- voices of respective people come up sharply.

                                     KRINGELEIN
                         I'm a sick man -- Heinrich -- Hello - 
                         hello -- Operator -- every minute 
                         two marks ninety.

               Doctor passes Baron's booth next.

                                     BARON
                         Dangerous?... That's my business... 
                         I'll do it tonight -- ...I'll do it 
                         alone.

               Doctor passes Suzette's booth.

                                     SUZETTE
                         Madam is afraid -- she will never 
                         dance again -- there was no applause 
                         last night --

               Doctor passes Preysing's booth.

                                     PREYSING
                         Yes -- the merger -- Manchester -- 
                         it is my business as much as yours -- 
                         we've already lost eighty-five 
                         thousand --

               Doctor passes Senf's booth.

                                     SENF
                         I'm on duty -- I can't leave the 
                         Grand Hotel -- it's like being in 
                         prison -- the baby --

               Doctor crosses to telephone operator:

                                     DOCTOR
                              (to operator)
                         Any calls?

                                     GIRL
                         No, Doctor.

                                     DOCTOR
                              (half to himself)
                         Grand Hotel -- people -- coming -- 
                         going... Who cares... nothing ever 
                         happens.

               FADE OUT.

                                      SEQUENCE "#1"

               FACADE OF HOTEL

               showing electric sign -- odd angle -- THE GRAND HOTEL -- 
               unlighted.

                                                                    CUT TO:

               ELECTRIC CONTROL ROOM

               small section -- Engineer pulling down lever.

               FACADE OF HOTEL

               sign flashes on.

                                                              DISSOLVE OUT:

               DISSOLVE INTO: EXTERIOR HOTEL

               Shooting directly on swinging door -- normal crowd action. 
               Tea-dansant at this hour is daily rendezvous for smart demi-
               mondaines, gigolos, out-of-town travelers, etc. -- These 
               types indicated.

               In the distance we hear music.

                                                      DISSOLVE SUDDENLY TO:

               YELLOWROOM - NEAR SHOT OF BAND

               This same music is being played by the Eastman Jazz Band in 
               the Yellow Room of the hotel.

               THE CAMERA does not wait but backs down the room. It is the 
               hour of the tea-dansant.

               As the CAMERA IS BACKING OUT OF THE ROOM which is in reality 
               the restaurant converted -- the tall figure of the Baron -- 
               he proceeds through the door of the restaurant --

               Note: Question here as to whether Yellow Room will be the 
               restaurant converted, or not. In which case it will be 
               necessary to add scene of Baron walking through corridor 
               upstairs -- giving sense of distance.

               The Baron is whistling the tune of the orchestra, he proceeds 
               through the lobby as if on a mission. He glances at a pretty 
               woman who passes and nods good evening to the Doctor, who is 
               seated in his chair, not far from the desk. He enters.

                                                                    CUT TO:

               FLORIST SHOP

               Pretty girl is there, she has seen him coming. She turns 
               from the door and hands him a box of orchids, already tied 
               in ribbon.

                                     BARON
                         Good little girl -- nice ones?

                                     GIRL
                         Yes, Baron.

               The Baron would stay and flirt but he has a mission; he 
               leaves.

                                                                    CUT TO:

               LOBBY

               In the lobby we pick up the Baron leaving the florists with 
               small box of flowers -- he crosses quickly to Senf's desk.

               SHOT OVER SENF'S HEAD as the Baron puts the flowers down. 
               Senf is busy.

               The Baron is whistling gaily -- tapping his fingers on the 
               flower box -- he is good-natured and patient.

                                     SENF
                              (to Clerk -- as 
                              telephone bell rings)
                         Is that for me?

                                     CLERK
                         No -- Madam Grusinskaya's car is to 
                         be brought.
                              (he replaces the 
                              receiver)

                                     SENF
                              (to one of the bellboys)
                         Madam Grusinskaya's car is to be 
                         brought.

               Boy leaves. We hear his voice out of scene at the door.

                                     BELLBOY'S VOICE
                         Madam Grusinskaya's car... to be 
                         brought.

                                     SENF
                         Good evening, Baron.

                                     BARON
                              (amiably)
                         Good evening. Will you send these up 
                         to Madam Grusinskaya?

                                     SENF
                         Yes, Baron.
                              (he hands the box of 
                              flowers to the clerk)
                         Madam Grusinskaya.

               Clerk hands box to bellboy.

                                     CLERK
                         Room one-seventy -- Madam Grusinskaya.

                                     BARON
                              (to Senf)
                         Have you my tickets for the theatre?

                                     SENF
                         Oh yes, Baron --
                              (to Clerk)
                         Baron von Gaigern's seats for Madam 
                         Grusinskaya.

               Telephone rings again. Clerk picks it up.

                                     SENF
                              (to Clerk)
                         For me?

                                     CLERK
                              (at telephone -- shakes 
                              his head)
                         No -- Madam Grusinskaya's car is not 
                         to be brought.

                                     SENF
                              (to boy)
                         Madam Grusinskaya's car is not to be 
                         brought.

               The Clerk hands Senf the tickets which Senf hands to the 
               Baron.

                                     BARON
                         Charge them...

               As the Baron is picking up his tickets he looks around quickly 
               as he hears the voice of Pimenov, who has arrived apparently 
               from his afternoon walk from the rehearsal at the theatre.

                                     PIMENOV
                              (to Senf)
                         Good evening -- my key -- one sixty-
                         eight.

                                     BARON
                         Good evening, Mr. Pimenov.

                                     PIMENOV
                         Oh -- good evening, Baron.

                                     BARON
                         How's the beautiful lady?

                                     PIMENOV
                         Grusinskaya -- well, to tell the 
                         truth, Baron -- tonight we are a 
                         little bit nervous. Were you at the 
                         theatre last night?

                                     BARON
                         Certainly -- always when Grusinskaya 
                         dances.

                                     PIMENOV
                         Well -- last night was not so good.

                                     BARON
                         I thought she was splendid!

                                     PIMENOV
                         Yes -- but the audience.

               At that moment they are interrupted by a vehement little 
               Japanese with his wife. They are arguing with the Clerk. The 
               Japanese speaks in Japanese to his wife.

                                     CLERK
                              (to Japanese)
                         The parquot loges are behind the 
                         parquet chairs.

                                     JAPANESE
                         Then they've put me back and I want 
                         to be up in front. How is that, chairs 
                         in front of loges?

               Senf is speaking to a lady at the same time.

                                     SENF
                         The train leaves at seven-thirty, 
                         Madam. That is the only through train -- 
                         the dining car goes along.

               The Baron and Pimenov exchange glances as the little Japanese 
               speaks volubly to his wife.

                                     BARON
                              (sarcastically)
                         It's always so quiet here.

                                     PIMENOV
                         If you occupied the room next to 
                         Madam Grusinskaya, you would 
                         appreciate the quiet of a hotel lobby.

                                     BARON
                         My dear sir, I would gladly change 
                         rooms with you.

                                     PIMENOV
                              (effeminately)
                         No doubt you would, Baron. But do 
                         you know, I'm quite indispensable to 
                         her. I'm her ballet master and her 
                         nurse. I hardly belong to myself 
                         anymore. But, there you are, it's 
                         Grusinskaya -- you can't help adoring 
                         her.

               At that moment, Zinnowitz pushes past them.

                                     ZINNOWITZ
                         Pardon me.
                              (addressing Senf)
                         Is Mr. Preysing in -- I am Doctor 
                         Zinnowitz.

                                     SENF
                              (to bellboy)
                         Mr. Preysing -- from Fredersdorf --

                                     BELLBOY
                              (quickly -- paging)
                         Mr. Preysing --

               Preysing steps quickly into scene.

                                     PREYSING
                         Ach! Here you are, Doctor Zinnowitz.

                                     ZINNOWITZ
                         Have I kept you waiting?

                                     PREYSING
                         Waiting -- I'm waiting for news from 
                         Manchester.

                                     ZINNOWITZ
                         No news yet?

                                     PREYSING
                         No. No word.

                                     ZINNOWITZ
                         Everything depends on the Manchester 
                         merger.

                                     PREYSING
                         I know -- I know.

                                     ZINNOWITZ
                         I saw Gerstenkorn at lunch -- and as 
                         your lawyer I made it my business to 
                         broach the matter ---

               As they begin to move out of scene, Zinnowitz calls back to 
               Senf.

                                     ZINNOWITZ
                         I'm expecting a young woman -- a 
                         stenographer -- she will ask for Mr. 
                         Preysing. Ask her to wait.

                                     SENF
                         Yes, Doctor Zinnowitz.

               As they move out of scene, telephone bell goes.

                                     SENF
                              (to Clerk)
                         For me?

                                     CLERK
                         No -- letters to two-eighty.

                                     SENF
                              (to Clerk)
                         If a young woman, a stenographer, -- 
                         etc.

               This just covers the scene.

               The Baron and Pimenov are laughing at something one of them 
               has said which brings our attention to them again.

               At that moment the Doctor enters the scene.

                                     DOCTOR
                         Any letters?

                                     SENF
                         No, Doctor.

                                     DOCTOR
                         Telegrams?

                                     SENF
                         No, Doctor.

                                     DOCTOR
                         Anyone asked for me?

                                     SENF
                         Nobody, Doctor.

               The Doctor turns slowly away, taking out a cigarette with 
               his one hand.

                                     BARON
                              (glancing at Doctor)
                         The war.

                                     PIMENOV
                              (looking up from his 
                              letter -- glances 
                              off at the doctor)
                         That is Doctor Otternschlag -- You 
                         know him?

                                     BARON
                         Yes -- He always seems to be waiting 
                         for something -- and nothing ever 
                         comes.

                                     PIMENOV
                         The war dropped him here and forgot 
                         him.

                                     BARON
                              (beams)
                         Yes, I was in the war.

               CUT IN: FLASH OF DOCTOR --

               He turns as he hears the Baron say this.

               He pulls at his cigarette and looks grimly at the Baron... 
               then he looks off at Kringelein -- who is trying to get 
               Rohna's attention (the reception Clerk) -- at the reception 
               desk, which adjoins that of Senf's.

                                     KRINGELEIN'S VOICE
                         Please -- please pay some attention 
                         to me -- I have no time.

               Pan back to desk:

                                     ROHNA
                              (engaged with a lady 
                              and gentleman, who 
                              have just arrived)
                         If you will wait one moment, sir.

                                     KRINGELEIN
                         I won't wait -- I can't wait -- I 
                         waited three days before I got a 
                         room at all and what a room that is.

                                     ROHNA
                         It's a very nice room and inexpensive, 
                         sir.

                                     KRINGELEIN
                         Did I say I wanted a cheap room to 
                         live in -- when I came here did I 
                         ask for a cheap room? Did I?

               Rohna, sensing a scene with this strange dirty little 
               gentleman, looks furtively around for the manager.

                                     ROHNA
                         Just one moment, sir.

                                     KRINGELEIN
                         No, I won't wait -- I can't -- Every 
                         day is precious -- every hour -- 
                         Every minute.

               Second Clerk is looking straight at him.

               Kringelein turns his attention directly to this man and 
               proceeds:

                                     KRINGELEIN
                         I came here because I wanted to live 
                         here, two weeks, maybe three -- God 
                         only knows -- I've told you I'll pay -- 
                         I'll pay anything you ask. I'm tired -- 
                         I'm ill -- I can't wait.

               As he finishes the Doctor draws into the scene -- he is 
               watching.

               Assistant Manager enters.

                                     ASSISTANT MANAGER
                         Has the gentleman a complaint?

               Rohna and Kringelein speak together.

                                     ROHNA
                         The gentleman is dissatisfied with 
                         room number five fifty-nine.

                                     KRINGELEIN
                         I certainly have a complaint -- and 
                         a fair one.

               He senses an audience and warms up. The Baron and Pimenov 
               enter the scene. The lady and gentleman have turned. The 
               bellboy stands watching curiously and even Senf pauses and 
               looks up.

                                     KRINGELEIN
                              (continuing)
                         I came here from a long distance to 
                         stay at the Grand Hotel. I want a 
                         room -- a big room -- like you would 
                         give General Director Preysing -- 
                         I'm as good as Mr. Preysing -- I can 
                         pay like Mr. Preysing -- would you 
                         give him a little room, way up in 
                         the corner with the hot water pipes 
                         going -- bang -- bang -- bang...
                              (he bangs at the desk 
                              with his fist)

                                     DOCTOR
                         This gentleman can have my room.

                                     KRINGELEIN
                              (turning)
                         Oh!

                                     DOCTOR
                         Send his bags up to my room.

                                     KRINGELEIN
                         Oh -- but -- I --

                                     DOCTOR
                         You're tired. I can see that.

                                     KRINGELEIN
                         Yes -- yes -- I am tired. I have 
                         been ill...

                                     DOCTOR
                         You are ill.

               During this scene the manager has been talking with Rohna 
               quietly. The manager how turns.

                                     MANAGER
                         Mr. Kringelein will take room number 
                         one-seventy-six, one of our most 
                         expensive rooms. It is large and on 
                         the front with bath.

                                     KRINGELEIN
                              (subdued -- exhausted --)
                         Does that mean that the bath is my 
                         own? --- Private?

                                     MANAGER
                         Certainly, sir.

                                     KRINGELEIN
                         Well, now, that's very kind -- thanks. 
                         That's what I want -- a large room 
                         on the front with a private bath -- 
                         Yes, that's what I want. I can pay 
                         now if you like.

               He takes out his wallet and nervously commences to extract 
               money.

                                     DOCTOR
                         That will not be necessary.

               The manager is instructing the bellboy to take Kringelein to 
               the new room.

               Kringelein accidentally drops a bill -- the Baron, who has 
               noticed the money, stoops to pick it up.

               In bending himself, Kringelein drops his hat.

               Baron picks up the hat and considerately brushes it with his 
               sleeve.

                                     KRINGELEIN
                         Thank you, sir.

                                     BARON
                              (amused)
                         Not at all, sir.
                              (he beams)

                                     KRINGELEIN
                              (finding a friendly 
                              face)
                         Permit me -- my name is Kringelein -- 
                         from Fredersdorf.

                                     BARON
                         I'm Baron von Gaigern.

                                     KRINGELEIN
                         Oh, a Baron!
                              (he is impressed)

               Baron catches the mood of making this gentleman suddenly 
               popular.

                                     BARON
                         And this is Doctor Otternschlag.

                                     KRINGELEIN
                              (turning to Doctor)
                         Oh -- Doctor -- you are a Doctor -- 
                         I am --

                                     DOCTOR
                         I know -- I know -- when a man's 
                         collar is an inch too big for him -- 
                         I know he is ill.

                                     KRINGELEIN
                         Yes -- Oh -- oh -- yes, --
                              (his finger goes 
                              nervously to his 
                              collar)

               Zinnowitz passes through scene quickly on his way out.

               At that moment, Pimenov returns from the news-stand, where 
               he has bought the evening papers.

                                     PIMENOV
                         Well, Baron -- I must go and dress.

                                     KRINGELEIN
                              (to doctor)
                         Is this gentleman a Baron, too?

                                     PIMENOV
                              (laughing)
                         Unfortunately no.

               The Manager comes into scene.

                                     MANAGER
                         Will Mr. Kringelein kindly register.

                                     KRINGELEIN
                         Again?

                                     MANAGER
                         Please.

               Kringelein turns to the desk. The Doctor turns up with him.

               At that moment the Baron's chauffeur touches his arm.

                                     CHAUFFEUR
                         Have you a minute now?

                                     BARON
                         No -- I told you not to come in this 
                         lobby.

                                     CHAUFFEUR
                         Time's getting short.

                                     BARON
                         I've told you a hundred times not to 
                         speak to me with a cigarette in your 
                         mouth.

               Chauffeur takes the cigarette out of his mouth -- but still 
               holds it in his hand.

                                     CHAUFFEUR
                         I want to speak --

                                     BARON
                         Not now.

                                     CHAUFFEUR
                         Yes, sir.

               The Baron leaves.

               General moving off, towards elevator, of Baron, Pimenov, 
               Kringelein and the Doctor.

               SENF'S DESK

               On another shot, shooting profile onto Senf's desk, bring in 
               Flaemmchen. Flaemmchen enters. Her back to CAMERA.

                                     FLAEMMCHEN
                              (we hear her ask)
                         Mr. Preysing.

                                     SENF
                         Will you wait please.

                                     CLERK
                         The stenographer is to go up -- Mr. 
                         Preysing telephoned.

                                     SENF
                         Mr. Preysing -- one sixty-four.

                                     FLAEMMCHEN
                         Thanks --
                              (calling off to 
                              elevator)
                         Heigh! -- Wait!

               She crosses to elevator.

               THE CAMERA RUSHES UP BEHIND HER, ALMOST PUSHING INTO ELEVATOR 
               WITH HER.

               As she enters the elevator and the gate shuts, she turns 
               around, back pressed against the Baron -- who is looking 
               down at her. The look on her face is the look we often see 
               on Flaemmchen's in elevators when they are pressed.

               NOTE: Good introduction, for Flaemmchen.

               The lift ascends.

               UPPER CORRIDOR

               Flaemmchen steps out of the lift. She is looking around for 
               the numbers. She moves out of scene.

               The Doctor, Kringelein and the bellboy with the bag, move 
               straight down the hall.

               Pimenov is chatting volubly.

                                     PIMENOV
                              (to Baron)
                         Poor Grusinskaya -- how can she 
                         receive anyone. She can't -- theatre, 
                         trains, hotels -- hotels, trains 
                         theatre.

               We see Flaemmchen being directed by the floor clerk to Mr. 
               Preysing's room.

                                     PIMENOV
                              (continuing)
                         I must go and dress -- she'll be 
                         waking up and calling for me.

               He proceeds up the passage, pompously, humming the air of 
               his ballet.

               At that moment, Flaemmchen, who has been directed to 
               Preysing's door, by floor clerk, passes the Baron and there 
               is an amusing exchange of glances between them.

               Flaemmchen knocking at Preysing's door hears a voice.

                                     PREYSING'S VOICE
                         Come in.

               She opens the door.

                                                                    CUT TO:

               PREYSING'S ROOM

               Preysing has had a bath and is actually steaming from it. He 
               stands before a long mirror, rubbing himself with a towel.

               He sees her through the mirror, wraps the towel around him 
               very cutely, for a big man, and turns upon her.

                                     PREYSING
                         What...! --

                                     FLAEMMCHEN
                         I'm the stenographer.

                                     PREYSING
                         Then you will please wait outside.

               He is very much affronted.

               Flaemmchen, who has seen many large gentlemen in the 
               altogether --

                                     FLAEMMCHEN
                              (lightly)
                         Don't hurry -- take your time.

               She goes out of the room and shuts the door.

                                                                    CUT TO:

               UPPER CORRIDOR

               Flaemmchen emerges from Preysing's room.

               Baron loitering in the hall. (Whistling as outlined). Baron 
               approaches, he is also whistling -- the same tune that 
               Flaemmchen is whistling. She glances at him, as he continues 
               whistling with an amusing dance step, as much as to say: 
               "Are you mad?"

                                     BARON
                         Like dancing?

                                     FLAEMMCHEN
                         Not with strangers.

               Baron glances back up the passage; it is apparent that he is 
               going to make conversation here with this girl, in order to 
               keep legitimately in the passage until Grusinskaya comes 
               out.

                                     BARON
                              (turning to Flaemmchen)
                         Never?

                                     FLAEMMCHEN
                         You're a fool!

                                     BARON
                         Yes, I am rather.

               He glances down the passage again, his hands in his pockets.

               She glances impatiently at her watch.

                                     BARON
                         He must be very nice.

                                     FLAEMMCHEN
                         Who?

                                     BARON
                              (gallantly)
                         Whoever is keeping you waiting.

                                     FLAEMMCHEN
                              (indicating Preysing's 
                              door)
                         Have you seen it?

                                     BARON
                         Oh, my large and noisy neighbor -- 
                         really? That?
                              (indicating Preysing's 
                              door)

                                     FLAEMMCHEN
                         That.

                                     BARON
                              (with meaning)
                         You?

                                     FLAEMMCHEN
                              (quickly)
                         Oh -- work!!

                                     BARON
                              (with meaning)
                         Oh!

                                     FLAEMMCHEN
                         Dictation.
                              (she twittles her 
                              fingers)
                         You know...

                                     BARON
                         Oh... poor child. If you were free, 
                         I'd ask you to come and have some 
                         tea -- but --

                                     FLAEMMCHEN
                         Tea would spoil my dinner.
                              (lightly)
                         One meal a day, I'd hate to spoil 
                         it.

                                     BARON
                         Reducing?

                                     FLAEMMCHEN
                              (she turns invitingly)
                         No -- why? -- should I?

                                     BARON
                         Lord no -- charming -- but why one 
                         meal a day?

                                     FLAEMMCHEN
                              (laughing in his face)
                         Money -- Ever heard of it?

                                     BARON
                         Yes -- yes indeed -- but you are 
                         a...
                              (moves fingers)
                         ...a stenographer. Don't little 
                         stenographers earn little pennies?

                                     FLAEMMCHEN
                         Very little.

                                     BARON
                         Too bad.

                                     FLAEMMCHEN
                         Did you ever see a stenographer with 
                         a decent frock on? -- One that she'd 
                         bought herself?

                                     BARON
                         Poor child --
                              (enthusiastically)
                         I wish I were free tonight -- we 
                         could --

                                     FLAEMMCHEN
                              (with invitation)
                         Aren't you?

                                     BARON
                              (quickly)
                         What?

                                     FLAEMMCHEN
                         Free --

                                     BARON
                              (glancing up passage)
                         Unfortunately no -- to bad -- tomorrow 
                         though.

                                     FLAEMMCHEN
                         Tomorrow? What time tomorrow?

                                     BARON
                         Shall we say five o'clock -- 
                         downstairs?

                                     FLAEMMCHEN
                         Where downstairs?

                                     BARON
                         Yellow Room where they dance --
                              (business)

                                     FLAEMMCHEN
                         You're very funny --

                                     BARON
                              (with great meaning)
                         Yes? -- Tomorrow?

                                     FLAEMMCHEN
                         Of course.

                                     BARON
                         Really?

               Flaemmchen laughs at him.

                                     BARON
                         We'll dance.

                                     FLAEMMCHEN
                              (slowly)
                         All right. We'll dance.

               At that moment we hear Kringelein's voice calling from his 
               doorway at the end of the passage.

                                     KRINGELEIN'S VOICE
                         Baron -- Oh, Baron!

               The Baron turns and looks off at ---

               KRINGELEIN

               Kringelein is in his door in the distance -- radiant. He 
               waves.

                                     KRINGELEIN
                         If I could trouble the Baron to come 
                         and see this beautiful room. I have 
                         ordered champagne. Perhaps the 
                         Baroness could join us.

                                                               CUT BACK TO:

               FLAEMMCHEN, BARON AND KRINGELEIN

                                     KRINGELEIN
                         Waiter, oh waiter! Wait a minute!
                              (to Baron and 
                              Flaemmchen)
                         We are having caviar -- it's expensive 
                         but that makes no difference -- I 
                         see the Baroness is laughing.

                                     FLAEMMCHEN
                         Have caviar if you like, but it tastes 
                         like herring to me.

               At that moment Grusinskaya's door opens suddenly and Suzette 
               comes out into the hall.

                                     SUZETTE
                         Ssshh! Please! Madam is asleep.

                                     KRINGELEIN
                         Oh!

               By this time the others are entering Kringelein's room. The 
               Baron turns back for a moment.

                                     BARON
                              (calling back quietly 
                              to Suzette)
                         Asleep? -- Ssshhh -- sorry!

               Suzette turns back into the room.

                                                                    CUT TO:

               GRUSINSKAYA'S ROOM

               It is typical hotel. Half-open trunks, etc. Curtains are 
               drawn -- room is in semi-darkness. There is a sense of 
               silence, except for distant music coming from the Yellow 
               Room below.

               In Suzette's hands we see one of Grusinskaya's ballet slippers 
               which she has been mending.

               She is about to tiptoe to her seat when she stops suddenly 
               and looks off dramatically at...

               GRUSINSKAYA

               Shot from her angle. She is sleeping beneath a Chinese robe, 
               on the chaise-lounge.

               Apparently she has changed her position, because the hand 
               which is outside the robe moves.

               The CAMERA, as though it were Suzette, moves up towards 
               Grusinskaya. Her eyes are closed. Suzette crosses to the 
               chaise-lounge and is looking down.

               Grusinskaya's eyes open suddenly. She looks at the ceiling 
               and then her eyes turn and look straight at Suzette.

                                     SUZETTE'S VOICE
                              (quietly and reverently -- 
                              almost a whisper)
                         Madam has slept well.

                                     GRUSINSKAYA
                         No, I have been awake -- thinking -- 
                         thinking.

                                     SUZETTE'S VOICE
                         It is time for the performance.

                                     GRUSINSKAYA
                         The performance?

                                     SUZETTE
                         It is time.

               Like a soldier called to attention Grusinskaya sits suddenly 
               upright --

                                     GRUSINSKAYA
                         Always the performance -- every day 
                         the performance -- time for the 
                         performance.
                              (she pauses and droops 
                              suddenly)
                         I think, Suzette, I have never been 
                         so tired in my life.
                              (she takes the bottle 
                              of veronal which is 
                              nearby)
                         Veronal didn't even help me to sleep.
                              (laughs a little)

                                     SUZETTE
                              (speaking into 
                              telephone)
                         Madam Grusinskaya's car is to be 
                         brought.

               While she is speaking Grusinskaya rises -- with the grace of 
               a dancer she picks up the Chinese robe that has fallen to 
               the floor and although there is only one other woman in the 
               room -- she holds the robe around her.

               She crosses to the mirror and looks at her face, running her 
               fingers through her hair. She gently massages under her eyes 
               and the CAMERA sees Grusinskaya for the first time.

               There is silence in the room -- neither of the women speak.

               Suzette gets madam's clothes ready. She crosses, puts the 
               case of pearls down on the dressing table and opens them.

               Grusinskaya looks into space -- silence -- dead silence.

               Suzette kneels as if to put Madam's stockings on for her. 
               Grusinskaya pulls her foot away.

                                     GRUSINSKAYA
                         I can't dance tonight --

                                     SUZETTE
                         It will pass -- it will pass -- come.

                                     GRUSINSKAYA
                         Let us cancel the engagement.

                                     SUZETTE
                         But, Madam. cannot do that.

                                     GRUSINSKAYA
                         Now is the time to cancel to stop 
                         entirely. I feel it -- everything 
                         tells me -- enough -- enough.

               She leans forward against the dressing-table and her hands 
               unconsciously touch the pearls.

                                     GRUSINSKAYA
                              (very quietly)
                         The peals are cold -- everything is 
                         cold -- finished -- it seems so far 
                         away -- so threadbare -- the Russians -- 
                         St. Petersburg -- the Imperial Court -- 
                         the Grand Duke Sergei --
                              (long pause as though 
                              she were reliving 
                              incidents of the 
                              past)
                         -- Sergei -- dead -- Grusinskaya -- 
                         it's all gone.

               She throws the pearls away, down upon the floor.

                                     SUZETTE
                         Mon Dieu -- the pearls -- if they 
                         were to break --

                                     GRUSINSKAYA
                         The pearls won't break -- they hold 
                         together and bring me bad luck ---- 
                         I hate them!

               Suzette crosses replacing the pearls.

                                     SUZETTE
                         Orchids come again, Madam -- no card -- 
                         I think perhaps they are from the 
                         same young man -- he is at the end 
                         of the corridor -- tall -- he walks 
                         like a soldier -- Madam must have 
                         noticed how often he is in the 
                         elevator with us. Last night for 
                         instance --

                                     GRUSINSKAYA
                         Oh, Suzette -- Suzette -- Sshh -- 
                         quiet.

               Grusinskaya's eyes are looking off into space -- she is away 
               in Russia -- she does not look --

               Telephone rings -- Suzette crosses to telephone.

                                     SUZETTE
                         Ah, oui -- the car is here for Madam.

                                     GRUSINSKAYA
                         Send it away -- I shan't need it.

               There is a knock at the door -- a certain kind of knock.

                                     GRUSINSKAYA
                         Come in.

               She picks up the telephone and as she does so Pimenov enters. 
               Suzette quickly gives Pimenov a signal that there is trouble. 
               As Pimenov is closing the door we hear Grusinskaya speak 
               into telephone.

                                     GRUSINSKAYA
                              (authoritatively)
                         Madam Grusinskaya will not require 
                         her car -- no -- she will not be 
                         going to the theatre.
                              (she turns)

               Pimenov (at heart a clown) makes a grand comedy bow. He will 
               deliberately try to tease Madam out of her mood.

               She glances at him, without smiling, crosses to the dressing-
               table and sits.

                                     PIMENOV
                         It is time for the performance.

                                     GRUSINSKAYA
                              (under her breath)
                         The performance -- the performance -- 
                         the performance.
                              (during this scene 
                              the orchids fall to 
                              the floor)

               It is a hysterical out-burst. It is not a woman who is just 
               temperamental, it is something deeper than that. She is very 
               near a nervous breakdown. We, the audience, must feel with 
               her a revulsion against the word performance.

                                     PIMENOV
                              (tenderly -- as he 
                              touches her shoulder 
                              gently)
                         Poor little Lisevata -- she still 
                         has her stage frights -- it will 
                         pass.

               Pimenov kneels by Grusinskaya -- he is chafing her hands, he 
               attempts to soothe her.

               Now Grusinskaya draws her hands suddenly away.

                                     GRUSINSKAYA
                         It is not stage fright -- it's 
                         something more --

                                     PIMENOV
                              (tenderly)
                         What -- what is it? Last night...

                                     GRUSINSKAYA
                         Last night?... There was no applause.

                                     PIMENOV
                              (quickly)
                         There was -- there was.

                                     GRUSINSKAYA
                         That theatre -- half empty -- dancing 
                         for those few -- I was frantic -- I 
                         finished -- the last beat and...
                              (she reclines her 
                              head as the swan 
                              finishing the dance)
                         ...I waited -- I listened -- but the 
                         applause didn't come -- nothing. A 
                         man in the box -- and just the claques 
                         behind -- it is passed, Pimenov. We 
                         are dead -- it's finished.

               There is a sudden knocking at the door.

                                     PIMENOV
                         Meierheim --

               The door opens suddenly. Meierheim bursts into the room.

                                     MEIERHEIM
                         What is this that you have cancelled 
                         your car? Who am I that I should 
                         wait like a fool at the door? And 
                         here on a whim, you cancel your car. 
                         Have you forgotten there is a 
                         performance? Do you know the time? 
                         Or, are we all mad? Am I your 
                         manager?... Have we a contract? Have 
                         we obligations? Am I blind?
                              (glances at his watch)
                         ...Or is that the time?

                                     GRUSINSKAYA
                         I'm cancelling the engagement.

                                     MEIERHEIM
                         Oh!

               Business of Pimenov signaling to him.

                                     MEIERHEIM
                         Oh! Madam is cancelling the 
                         engagement. Madam has chosen a funny 
                         time for such a funny joke. Ha, ha, 
                         ha -- hurry, come on. Tonight -- 
                         there's a line in front of the theatre 
                         since six o'clock. The house is jammed 
                         to the roof.

                                     GRUSINSKAYA
                         The house is not full -- Is it really 
                         full?

                                     MEIERHEIM
                         Packed to the ceiling. Hurry -- get 
                         dressed. And what an audience -- the 
                         French Ambassador -- American 
                         Millionaires -- Princess Ratzville -- 
                         er -- er --

                                     GRUSINSKAYA
                              (to Suzette)
                         Oh -- but it can't be.

                                     SUZETTE
                         Oh, come, Madam -- please come.
                              (she holds up her 
                              frock)

                                     GRUSINSKAYA
                              (changed mood)
                         All right, Suzette -- quickly -- 
                         hurry.

                                     PIMENOV
                         We will wait.

                                     MEIERHEIM
                         You are late. Hurry.

               Meierheim goes over to telephone, he picks up receiver and 
               says:

                                     MEIERHEIM
                         Tell Madam Grusinskaya's chauffeur 
                         to bring the car.

               Show few feet of Grusinskaya getting dressed.

                                                                    CUT TO:

               BY ELEVATOR

               Pimenov and Meierheim.

               Meierheim is pushing the bell.

                                     PIMENOV
                         How is the house?

                                     MEIERHEIM
                         Terrible. After this, no more ballets 
                         for me. Jazz --
                              (snaps his fingers)
                         Just jazz.

                                     PIMENOV
                         If the house is empty again, I don't 
                         know --

                                     MEIERHEIM
                         When she gets her paint on and hears 
                         the music -- she'll be all right. I 
                         know these people.

               They are walking towards Kringelein's room. They are pacing 
               rather like men who walk the deck on a liner. They turn almost 
               together, but when they turn back past the CAMERA the CAMERA 
               PROCEEDS on into Kringelein's room. The CAMERA ENTERS THE 
               ROOM to a burst of laughter. Champagne bottles open, caviar, 
               smoke, etc.

               In the room are the Doctor, Kringelein, the Baron, Flaemmchen, 
               and a very fat waiter -- comedian.

                                     KRINGELEIN
                         You may laugh. Caviar and champagne 
                         may mean nothing to you, but to me -- 
                         they mean a great deal. You see, I'm 
                         ill and all of a sudden I got a fear 
                         of missing life. I don't want to 
                         miss life -- do you understand?

                                     FLAEMMCHEN
                         You are funny. You speak of life as 
                         if it were a train you wanted to 
                         catch.

                                     KRINGELEIN
                         Yes -- and for me, it's going to 
                         leave at any minute. Let's drink.

               The Baron offers Flaemmchen a glass of champagne. She shakes 
               her head.

                                     KRINGELEIN
                         I'm sure this beautiful room must 
                         appeal to your taste -- distinctive, 
                         don't you think? Velvet upholstery -- 
                         'A-number one'. I'm in the textile 
                         trade and I know.
                              (he has a slight case 
                              of hiccups from the 
                              champagne. He touches 
                              the drapes)
                         And these are real silk drapes.

                                     FLAEMMCHEN
                              (amusedly)
                         Silk -- think of that -- silk -- 
                         they are, too.

                                     KRINGELEIN
                              (who hasn't stopped 
                              talking)
                         Have you seen the bathroom? -- Hot 
                         and cold running water -- You see, I 
                         can get a bath whenever I like.

               At that moment Preysing's voice is heard calling to the Floor 
               Clerk.

                                     PREYSING
                         The stenographer!

               Flaemmchen, hearing this, turns and looks off, apparently 
               through the door. Her manner changes, she puts down her glass.

                                     FLAEMMCHEN
                         Her master's voice!
                              (turns to Baron)
                         I must go now -- goodbye -- thanks.

                                     KRINGELEIN
                         Oh, don't go.

                                     FLAEMMCHEN
                         I'm engaged for the evening.

                                     KRINGELEIN
                         Oh, can anyone engage you for the 
                         evening?

                                     FLAEMMCHEN
                         To take dictation -- a Mr. Preysing --
                              (to Baron)
                         Goodbye, you -- tomorrow at five 
                         o'clock.
                              (she is moving out)

               Kringelein's optimism has left him for a moment, he stands 
               looking out of door undecided, he is drooped suddenly, as 
               though years had returned to him.

                                     BARON
                         What's the matter, Mr. Kringelein?

                                     KRINGELEIN
                              (to himself)
                         General Director Preysing!
                              (possibly he turns to 
                              Baron)
                         Baron, when I was sixteen years old, 
                         I started as an office boy in that 
                         man's factory --

                                     BARON
                         Then you know him?

                                     KRINGELEIN
                         Do I know him -- I know him through 
                         and through.

               They start to leave. Oh, gentlemen, please don't go.

                                     BARON
                         I must -- I hope to see you again, 
                         Mr. Kringelein.

               Baron leaves.

                                     KRINGELEIN
                         You will stay, Doctor -- if you have 
                         nothing better to do?

                                     DOCTOR
                         I have nothing better to do, Mr. 
                         Kringelein.

               They move into the room.

                                                                    CUT TO:

               NO SCENES: 24 and 25 Sequence omitted from original script.

               NEAR ELEVATOR

               Pimenov and Meierheim are standing there.

               Meierheim is pushing the elevator button.

               The Baron stands near and pauses, he is now a changed man. 
               He looks off as he hears the voice of Grusinskaya, off in 
               the distance.

               Grusinskaya's Voice Hurry, Suzette.

               GRUSINSKAYA

               Shot from the Baron's angle. Grusinskaya is sweeping down 
               the corridor, followed by Suzette.

                                                               CUT BACK TO:

               BARON, PIMENOV AND MEIERHEIM

                                     BARON
                         Perhaps you could present me now, 
                         Mr. Pimenov.

                                     PIMENOV
                         Please, Baron -- forgive me -- not 
                         now -- here she is.

               Grusinskaya sweeps into scene.

               The Baron leans forward quickly and pushes the bell with a 
               glance at her.

               They look at each other. He fixes his eyes on her 
               characteristically. She glances at him. This is the first 
               time they have met in the picture.

               She is impatient. As if to break an awkward silence, she 
               turns to Suzette.

                                     GRUSINSKAYA
                         My coat.

               Suzette is carrying the coat over the pearls. As she takes 
               the coat off her arm, Grusinskaya glances down at the jewel 
               case.

                                     GRUSINSKAYA
                         Suzette -- I told you not to bring 
                         the pearls. I will not wear them 
                         tonight.

                                     MEIERHEIM
                         Why not?

                                     GRUSINSKAYA
                         Take them back, Suzette.

                                     MEIERHEIM
                         You haven't time.

               Suzette hesitates.

                                     GRUSINSKAYA
                         Hurry, Suzette.

                                     MEIERHEIM
                         Such nonsense.

               Suzette toddles off with the pearls.

               The elevator opens, collects its passengers, all except the 
               Baron and descends.

               FLASH IN

               A shot of Grusinskaya's eyes as she goes down, glancing up.

               FLASH IN

               A shot of the reverse of him looking down.

               The Baron pauses, hesitates, thinks. We are interested in 
               his action. For the first time he becomes furtive.

               HOTEL LOBBY - FROM ELEVATORS

               Music swells up from the Yellow Room. A great deal of noise, 
               confusion and activity as the elevator stops to emit 
               Grusinskaya, followed by Pimenov, Meierheim and some other 
               people who are rather excited to be in the elevator with the 
               great Grusinskaya.

                                     MEIERHEIM
                              (off scene)
                         The car for Madam Grusinskaya.

               The bellboy hears it and passes the word around. It seems to 
               be echoed through the lobby.

               People turn, as Grusinskaya's spirit seems to rise with the 
               attention she is getting.

               THE CAMERA precedes her through the revolving door, as she 
               sweeps outside of the hotel.

               The Baron's chauffeur, Schweinke, is seen to watch her go. 
               He looks furtively around and enters the hotel.

                                                               CUT BACK TO:

               UPPER CORRIDOR - CLOSEUP OF BARON

               As he watches Suzette returning from Grusinskaya's room. She 
               is about to push lift button - then decides to run downstairs.

               IMPORTANT CLOSEUP OF BARON

                                                                  FADE OUT:

                                   END OF SEQUENCE "#1"

               PREYSING'S ROOM

               Zinnowitz and Preysing are standing by door.

                                     PREYSING
                         No news from Manchester yet -- Do 
                         you think we ought to postpone the 
                         conference?

                                     ZINNOWITZ
                         Good heavens no. That'd create the 
                         very worst impression. You must be 
                         optimistic. You must convince them. 
                         You know as well as I do that the 
                         merger must go through.

                                     PREYSING
                         Yes -- the merger must go through -- 
                         But I am used to making my deals on 
                         a solid basis. I am not a liar. I am 
                         an honest business man -- a good 
                         husband and father -- I have a sense 
                         of honor -- I have nothing to conceal. 
                         I couldn't live happily otherwise.

                                     ZINNOWITZ
                         Well, don't get excited about it. We 
                         agreed that the merger with the 
                         Saxonia people must go through.

                                     PREYSING
                         I want to dictate my statement for 
                         tomorrow. I can't speak without notes. 
                         I like to have things down before me 
                         in black and white.

                                     ZINNOWITZ
                         I'll see you in the morning then, at 
                         the conference. Everything'll be all 
                         right, Preysing... Don't worry. 
                         Goodnight.

                                     PREYSING
                         Good night.

               Zinnowitz leaves.

                                      SEQUENCE "#2"

               FADE IN ON BLACKNESS OF PREYSING'S ROOM

               We hear the distant voice of Preysing and the keys of the 
               typewriter rattling. The reason for the blackness is that 
               Preysing's back is flat into the camera. His hands are behind 
               his back and his fat fingers are moving restlessly. It is an 
               odd effect. We don't know quite what it is.

                                     PREYSING'S VOICE
                         Both parties have fully agreed that 
                         this merger can result only in mutual 
                         advantages.

               Preysing moves forward showing that we are in Preysing's 
               room.

               The change of light shows us plainly the time lapse.

               Flaemmchen is seated at a small table typing. Preying strides 
               forward As he strides he says:

                                     PREYSING
                         Moreover --

                                     FLAEMMCHEN
                              (repeating)
                         Moreover --

               Preysing paces the room.

                                     PREYSING
                              (repeating)
                         Moreover --
                              (he pauses, thinking. 
                              Picks up telephone 
                              quickly -- into 
                              telephone)
                         Is there a telegram for me yet?... 
                         Oh -- when it does, send it up.

               During this, Flaemmchen, who is tired sits back and rubs her 
               fingers that have been over-worked. She glances at her wrist-
               watch.

               Preysing comes and stands behind Flaemmchen.

                                     PREYSING
                         Now, where was I?
                              (he looks over the 
                              sheet in her 
                              typewriter -- 
                              accidentally his arm 
                              touches her neck)
                         Oh -- sorry.
                              (he puts his cigar in 
                              his mouth and walks 
                              away. As he walks 
                              away)
                         Where was I?

               As he turns, he catches a down shot on her from behind as 
               she stretches back showing her busts. Seeing his face looking 
               down on her she pulls herself together and seats herself at 
               attention.

                                     FLAEMMCHEN
                         Moreover...

                                     PREYSING
                         Moreover...

               It seems a silly kind of lull.

                                     PREYSING
                         Do you work in Justice Zinnowitz' 
                         office?

                                     FLAEMMCHEN
                         No -- only occasional jobs.
                              (she yawns suddenly)

                                     PREYSING
                         Tired?

                                     FLAEMMCHEN
                         You pay me.

                                     PREYSING
                         You're a very unusual stenographer --

                                     FLAEMMCHEN
                         Moreover...

                                     PREYSING
                         Moreover...
                              (as he paces the room, 
                              it is obvious that 
                              he is trying to 
                              collect his thoughts)

               She looks at him, waits a moment and then begins 
               characteristically to, change the sheet of paper.

                                     FLAEMMCHEN
                         I don't see why it's unusual for a 
                         stenographer to be pretty -- if she 
                         does her work well, -- seems so silly. 
                         I don't know why they don't like 
                         girls like me in offices. Personally, 
                         I hate offices -- I'd much rather be 
                         in the movies.

                                     PREYSING
                         Movies?

                                     FLAEMMCHEN
                         Yes, I photograph very well. Look --

               She tosses magazine -- as if it were nothing at all over to 
               him.

               He looks down at it without touching it.

                                     PREYSING
                         What is this?

                                     FLAEMMCHEN
                         I got ten marks for that.

               He picks it up.

                                     PREYSING
                         You...

                                     FLAEMMCHEN
                              (without looking up)
                         Me.

               As he looks at picture -- he lowers his voice two notes.

                                     PREYSING
                         You...

                                     FLAEMMCHEN
                              (reading)
                         Moreover...

                                     PREYSING
                              (quickly)
                         What?

                                     FLAEMMCHEN
                              (reading)
                         Only in mutual advantages -- moreover.

                                     PREYSING
                         What brown hands you have.

                                     FLAEMMCHEN
                         That's from skiing.

                                     PREYSING
                         Skiing?
                              (he holds her hands)

                                     FLAEMMCHEN
                              (natural -- unabashed)
                         Yes... A man I know took me to 
                         Switzerland last month...

               He drops her hand suddenly.

                                     PREYSING
                         A man? -- To Switzerland? -- That 
                         must have been nice -- for him.

                                     FLAEMMCHEN
                              (reading)
                         Only in mutual advantages -- 
                         moreover...

               Preysing paces the room trying to get his thoughts back to 
               the work in hand.

                                     PREYSING
                         Moreover... He was a lucky man -- 
                         that man.

                                     FLAEMMCHEN
                         Perhaps.
                              (she waits at attention)

               He paces back and forth again.

                                     PREYSING
                         Don't misunderstand me. I'm a married 
                         man -- with grownup daughters. Uh --

                                     FLAEMMCHEN
                         Moreover -- Do you mind if I smoke?
                              (she takes cigarette)
                         I went to Florence once, too.

                                     PREYSING
                         With the same friend?

               By this time she is smoking her cigarette.

                                     FLAEMMCHEN
                              (without looking at 
                              him)
                         No.

                                     PREYSING
                              (quickly)
                         Moreover, the possibility of the 
                         successful termination of negotiations 
                         now pending with the Manchester Cotton 
                         Company...

                                     FLAEMMCHEN
                         Not too quickly.

                                     PREYSING
                         What?

                                     FLAEMMCHEN
                         You're a little too fast.

                                     PREYSING
                         Can't you understand me?

                                     FLAEMMCHEN
                         I understand you perfectly.

                                     PREYSING
                         Have you got it now?

                                     FLAEMMCHEN
                              (typing)
                         Cotton Company --

                                     PREYSING
                         Should throw a great weight into the 
                         balance...

                                     FLAEMMCHEN
                              (as he turns his back 
                              looks at him 
                              significantly)
                         ...weight into the balance...

               There is a sudden knock at the door.

                                     PREYSING
                         Come in.

               Boy enters with telegram.

                                     BOY
                         Telegram for Mr. Preysing.

               With almost hysterical speed, Preysing snatches the telegram -- 
               opens it. Flaemmchen powders her nose.

               IMPORTANT CLOSEUP OF PREYSING

               it is bad news. He wipes the perspiration from his forehead.

                                     PREYSING
                         Oh -- oh.
                              (he throws the telegram 
                              away from him, onto 
                              her desk. Paces the 
                              room.)

               Flaemmchen, believing the telegram to be something that she 
               must copy, picks it up quite naturally and reads it.

                                     FLAEMMCHEN
                         Deal with Manchester Cotton Company 
                         definitely off.

               Preysing turns and snatches the telegram from her.

                                     FLAEMMCHEN
                         Sorry.

               Preysing paces the room with the telegram.

               Flaemmchen rises, stretches. Quite naturally she glances at 
               the pictures on Preysing's dressing-table.

                                     FLAEMMCHEN
                         How nice -- your daughters?

                                     PREYSING
                         My daughters -- yes, my daughters.
                              (he is talking more 
                              to himself)

                                     FLAEMMCHEN
                         Is that Mrs. Preysing.

                                     PREYSING
                              (to himself)
                         Definitely off.

                                     FLAEMMCHEN
                         Oh -- too bad. Did you quarrel?
                              (she is looking at 
                              picture of Mrs. 
                              Preysing)

                                     PREYSING
                              (turns, speaks quickly -- 
                              definitely)
                         That'll be all -- be here tomorrow 
                         at nine o'clock.
                              (he turns, goes out 
                              onto balcony with 
                              telegram)

               Flaemmchen, delighted and with alacrity, crosses, piles up 
               her papers and is prepared to leave.

                                                                    CUT TO:

               FLASH OF CORRIDOR

               Trim Flaemmchen out of Preysing's room. Take her down to 
               elevator.

               At the same time, CAMERA PANS OVER and shows the Baron's 
               chauffeur knocking at the Baron's door.

                                     BARON'S VOICE
                              (calling)
                         Come in!

               Trim the chauffeur into the Baron's room.

               BARON'S ROOM

               Baron is busy changing his clothes. Chauffeur steps in, he 
               closes the door behind him and stands there with an 
               inquisitive look.

                                     CHAUFFEUR
                         You are late -- the dancer's gone to 
                         the theatre.

                                     BARON
                              (very nonchalantly)
                         Well?

                                     CHAUFFEUR
                         She's gone to the theatre -- don't 
                         you know?

                                     BARON
                              (very nonchalantly)
                         Yes.

                                     CHAUFFEUR
                              (ready to explode)
                         And what are you going to do?

                                     BARON
                         The pearls are in her room.

                                     CHAUFFEUR
                              (threateningly)
                         Now listen to me. The others are 
                         getting suspicious of you. I was on 
                         the telephone to Amsterdam today, 
                         they think you're scared.

                                     BARON
                         I've been careful, I've been waiting 
                         my chance.

                                     CHAUFFEUR
                         You've been waiting your chance. 
                         You're too much of a gentleman -- 
                         that's the trouble with you.

                                     BARON
                         I told you I'll get the pearls 
                         tonight.

                                     CHAUFFEUR
                         Need any help?

                                     BARON
                         No.

                                     CHAUFFEUR
                         Have you got that skeleton key?

               He takes the skeleton key out of his pocket and produces it 
               to the Baron.

                                     BARON
                         No --

                                     CHAUFFEUR
                         Why?

                                     BARON
                         The floor clerk is out there in the 
                         corridor -- she sees everything ---

                                     CHAUFFEUR
                              (contemptuously)
                         I could take care of her.

                                     BARON
                         How?

                                     CHAUFFEUR
                         Chloroform on a handkerchief from 
                         behind -- while you...

                                     BARON
                         No -- no -- no -- no...

                                     CHAUFFEUR
                         Why?

                                     BARON
                         Poor girl -- chloroform would give 
                         her a rotten headache... I know -- I 
                         had it in the war. Besides, she's 
                         very pretty -- not young but --

                                     CHAUFFEUR
                         You're no good for this business. 
                         It's just a joke to you...

                                     BARON
                              (swings suddenly on 
                              him)
                         I don't like your tone.

                                     CHAUFFEUR
                              (comes up to him -- 
                              face to face)
                         No --

               Baron is suddenly seized with uncontrollable temper -- twists 
               his wrists -- backs him to door, speaks quietly.

                                     BARON
                         Get out and leave it to me... be 
                         ready to leave on the night train 
                         for Amsterdam...

                                     CHAUFFEUR
                         With the pearls?

                                     BARON
                         With the pearls --

               The Chauffeur leaves.

               The moment he is gone -- Baron looks the door -- business ad 
               lib.

               Crosses to window.

               FACADE OF HOTEL

               The Baron peeps out onto balcony -- it seems to be clear. He 
               proceeds along and peeps into Preysing's room. Preysing is 
               apparently in the bathroom. Baron skips nimbly past the room.

               Working at thrill of pass through to Grusinskaya's room.

               GRUSINSKAYA'S BALCONY

               Baron is pretty shaken by jump.

                                                                    CUT TO:

               GRUSINSKAYA'S ROOM

               Darkness -- light from transom and building opposite.

               Business of finding key and getting pearls. INTERCUT Preysing 
               coming out onto his balcony, bringing out with him, loud 
               speaker of radio -- which announces noisily as follows:

                                     LOUD SPEAKER
                         'You are listening to the music of 
                         the Eastman Jazz Band, in the famous 
                         Yellow Room of the Grand Hotel.'

                                                                    CUT TO:

               GRUSINSKAYA'S ROOM

               Baron starts suddenly -- when he hears voice and with pearls 
               in his hand, looks cautiously out of window -- only to see:

                                                                    CUT TO:

               SHOT FROM HIS ANGLE ONTO PREYSING'S BALCONY:

               Preysing seating himself upon his balcony -- Radio loud 
               speaker seen. Possibly Preysing commences dinner scene 
               bullying waiter.

               GRUSINSKAYA'S BALCONY

               The Baron knows he is trapped, if he jumps onto Preysing's 
               balcony, Preysing is the man that will cause the alarm.

               Quickly he moves across the room -- tries the door -- it is 
               locked securely. He looks for skeleton key and then remembers 
               refusing it from the chauffeur. He is trapped in an absurd 
               way.

               As he moves back from the door, he knocks the telephone off 
               of the table. He watches it for a moment, realizing that the 
               operator must now know that there is someone in Grusinskaya's 
               room.

               He picks up the telephone, replaces the receiver, wipes finger 
               prints off with his handkerchief.

               He is moving back to window when telephone starts to ring 
               suddenly. The thought crosses his mind they they will want 
               to know who is in the room. He lets the telephone ring. 
               Crosses to the door again.

               Above the din of the telephone we hear the chambermaid's 
               voice singing an absurd song.

               He listens. She is coming in.

               The key turns in the door.

               Quickly he hides behind the curtains.

               Slowly and amusingly the chambermaid, tired and dragging, 
               enters the room.

               He is looking for an opportunity to dash through the door. 
               After all, this maid should be an easy person to get around. 
               We have a feeling he wishes to dash through the door.

               The chambermaid might be singing the same tune that we hear 
               from Preysing's radio.

               The telephone commences ringing. Chambermaid does not answer 
               it but continues her duties.

               At last, because of the noise of the telephone, she picks it 
               up and speaks.

                                     CHAMBERMAID
                         No -- no -- there is no one here.
                              (she replaces the 
                              receiver)

               At that moment, the Inspectress, a large stout woman, appears 
               at the open door.

                                     INSPECTRESS
                              (to Chambermaid)
                         You're late... What have you been 
                         doing?

                                     CHAMBERMAID
                              (grumbling)
                         Everyone -- all the time says, 'Come 
                         back - come back.' They won't get 
                         out of their rooms.

               The Inspectress, in a very businesslike way, proceeds around 
               the room, coming nearer and nearer the Baron. She is looking 
               at ashtrays and running her fingers over the woodwork looking 
               for dust. She tries the door to the next room, to see if it 
               is locked.

               Telephone bell rings again.

               Inspectress picks it up quickly.

                                     INSPECTRESS
                         No, Madame Grusinskaya is not here... 
                         The Western Theater?... No...

               Suddenly, out of scene, we hear the voice of Suzette.

               Suzette is calling out to the night clerk in the passage.

                                     SUZETTE'S VOICE
                         Have you seen Madame?

                                     CLERK'S VOICE
                              (replying)
                         Isn't she at the theatre?

               Suzette comes in and hurries to telephone.

                                     SUZETTE
                         Hello, hello, Mr. Pimenov? Yes... 
                         Mr. Pimenov, have they found her?... 
                         No, she is not here... Yes, I'm at 
                         the hotel.

               INTERCUT

               With the Baron watching.

               GRUSINSKAYA'S BALCONY

               During this action the Inspectress has waven the chambermaid 
               out of the room. Business ad lib.

               Meierheim enters, he has heard the word 'Pimenov' on the 
               telephone -- he takes the receiver from Suzette.

                                     MEIERHEIM
                              (into telephone)
                         Pimenov?... What's happening?... No, 
                         I haven't found her. Is Desprez 
                         dancing?... How is it?... Oh, all 
                         right. Keep the show going.
                              (bangs down receiver)
                         Wait till I see her, she'll pay for 
                         this -- this little trick is going 
                         to cost Grusinskaya a suit for breach 
                         of contract.

                                     SUZETTE
                         Madame is ill -- her nerves...

                                     MEIERHEIM
                         Her nerves... What about my nerves?... 
                         Who is she anyway? Where does she 
                         think she is -- Russia? Those days 
                         have passed.

               He turns and sees Grusinskaya standing at the door. She is 
               in costume, very pale, very beautiful. Her coat, over one 
               shoulder, is ragging, she lets it drop and moves slowly into 
               the center of the room. Her hair, dressed for the dance, 
               make-up is on her face -- she is breathless.

                                     SUZETTE
                         Madame --

                                     MEIERHEIM
                         Well?

                                     GRUSINSKAYA
                         I want to be alone.

               The other women in the room draw out, leaving Suzette to 
               pick up the robe that has fallen to the floor.

                                     MEIERHEIM
                         Where have you been?

                                     SUZETTE
                         Should I -- Does madame wish...

                                     GRUSINSKAYA
                         Suzette, please go, I want to be 
                         alone.

               Suzette obediently crosses to door and pauses on threshold, 
               waiting for Meierheim.

               Meierheim approaches Grusinskaya.

                                     MEIERHEIM
                         I suppose I can cancel the Vienna 
                         engagement.

                                     GRUSINSKAYA
                         I wish to be alone.

                                     MEIERHEIM
                         You'll be very much alone, my dear 
                         madame. This is the end.
                              (he stamps out)

               Suzette, with a frightened look through the door, closes it 
               on Meierheim's exit.

               DURING THIS SCENE, INTERCUT SHOTS OF BARON.

               It is some time before Grusinskaya moves. She crosses to 
               door -- turns the key -- takes the key out of the lock and 
               throws it away from her -- out upon the floor. She crosses 
               slowly to the mirror, regards herself, silently. We hear the 
               strains from Preysing's radio playing a light Viennese waltz.

               Grusinskaya begins suddenly to sob.

               FLASH OF BARON

               Watching her.

               GRUSINSKAYA

               Quite suddenly -- as if with resolution she begins to undress. 
               Then she becomes weary again.

               With a garment in her hand, she moves slowly toward the 
               curtain -- where the Baron is standing.

               BARON

               We see him tense himself.

               GRUSINSKAYA

               She drops the garment listlessly to the floor -- moves out 
               of scene.

               CLOSEUP OF BARON

               He peeps around the curtains.

                                                                    CUT TO:

               GRUSINSKAYA

               She is in a thin robe. She sits before mirror -- looks 
               steadily at her face. Her head goes down suddenly in her 
               hands and we hear her say:

                                     GRUSINSKAYA
                         The end -- over -- finished --

               Suddenly she moves quickly across the room. Goes to bathroom.

               Baron half starts out toward door. He watches -- darts across 
               the room as if towards the door. He hears her coming and 
               darts quickly into the half open door of the closet.

               She re-enters -- carrying a glass of water. She crosses, 
               places the glass down beside the bed -- her movements are 
               quick and furtive -- then she crosses, picks up the telephone -- 
               asks for the theatre.

                                     GRUSINSKAYA
                         The Western Theatre --

               She leaves receiver down -- crosses quickly to mirror -- 
               stands there and brushes back her hair -- crosses back to 
               telephone speaks:

                                     GRUSINSKAYA
                         Western Theatre?

               She glances up at the clock.

                                     GRUSINSKAYA
                         The stage -- Mr. Pimonov -- the ballet 
                         master... Grusinskaya -- hurry -- 
                         hurry.

               Again she puts the receiver down -- picking up a pencil she 
               commences hastily to scribble a note. She writes frantically. 
               Her other hand goes up and picks up the receiver.

                                     GRUSINSKAYA
                         Yes -- yes, I'm waiting.

               She finishes the note -- commences suddenly to speak into 
               the telephone --

                                     GRUSINSKAYA
                         Hello, Pimenov? -- I'm at the hotel. 
                         I couldn't go on -- I couldn't... 
                         No, no don't --
                              (long pause)
                         ...Just alone... Good night, good 
                         night, my dear -- goodbye... Pimenov, 
                         how is it going, badly?... Uh?... 
                         Who's dancing?... Desprez?... Oh -- 
                         and how is it?... Oh, -- oh, I see -- 
                         they didn't miss me?... They didn't 
                         miss me.
                              (she lets her hand 
                              drop with the receiver 
                              and goes on talking 
                              into the air)
                         They didn't miss me -- good night, 
                         Pimenov...

               She is about to replace the receiver. She sits with it in 
               her hand, unreplaced.

               The music has stopped. The room is strangely silent. Behind 
               her the Baron peers from the closet.

               Her head sinks down upon her hands.

               A funny, singing noise comes from the telephone. She lifts 
               the receiver to her ear. In a very strange voice, the voice 
               of Opehlia, she speaks:

                                     GRUSINSKAYA
                              (with great humility)
                         Oh -- I'm sorry, yes... I have 
                         finished.
                              (she replaces the 
                              receiver)

               The foregoing scene is much better played than described. It 
               is in fact, ballet.

               Quite calmly, Grusinskaya finishes the notes on the table. 
               She folds it up and places it in a prominent place on the 
               table, or hangs it over the telephone.

               She crosses to the window pulls back the curtains -- the 
               Baron has been hiding behind a few minutes before.

               We see the Baron watching. He glances at the door quickly. 
               "No, there is not time." She is returning calmly. She crosses 
               to the dressing table and takes the veronal out of a drawer. 
               She looks at it thoughtfully, her lips are trembling a little. 
               She moves to the radiator as if to seek warmth.

               She sinks into a chair and her head droops over her folded 
               hands which contain the veronal, she seems to pray.

               The Baron comes from the closet -- now is his chance, he 
               looks at the door but can't make it. Looks on the floor for 
               the key which Grusinskaya has previously thrown there, his 
               eyes fall upon the note on the telephone -- he reads it.

               It is a death farewell note to Suzette -- do not insert it.

               At this moment she has finished, the Baron returns to his 
               hiding place. She makes the sign of a cross and goes to her 
               bed.

               She looks around nervously, apprehensively -- like a deer 
               who has heard something, then reassured. She places the 
               veronal on the night table beside the glass of water. She is 
               quiet and deliberate. She arranges the pillows under her 
               head and lies down. She reaches for the bottle of veronal 
               and empties it generously in her hand. She has to lean away 
               upon one elbow, from the Baron's position, in order to balance 
               herself.

               The Baron steps like a cat from his hiding place. He goes to 
               the bedside noiselessly and stands there.

               She reaches for the glass-her hand stretches out for the 
               glass. The Baron takes her wrist suddenly.

               She turns quickly looking at him. The glass falls to the 
               floor with a crash and breaks. As she moves, the veronal 
               falls out of her hands upon the bed. She struggles up to a 
               sitting position.

                                     BARON
                         Please, do not be alarmed, Madam.

               She glances up at him. She is bewildered. She seems to be 
               coming out of a trance. Again she wants to jump from the 
               bed.

                                     BARON
                         Careful -- there's broken glass on 
                         the floor.

               Now she becomes conscious of almost nakedness. She draws her 
               kimono tightly around her, glances across the wide expanse 
               of bed. We see her consider passing over that way, but she 
               is now a woman again -- a woman of the earth -- it would be 
               a silly movement.

                                     BARON
                         There.
                              (takes a pillow from 
                              the bed throws it 
                              upon the floor over 
                              the glass, steps 
                              back)

               She gets up quickly and crosses, putting on her robe which 
               was lying across the back of a chair.

               Her first movement is not one of alarm but of -- shame. She 
               draws her robe more closely around her and looks at the Baron 
               puzzled. She thinks, dreamily, "What is this?" She glances 
               back at the veronal and the bed showing us plainly that this 
               man must have watched her preparation for bed. We get a sense 
               of relief with her. She is trembling.

               The Baron has controlled his nerves perfectly. He senses his 
               danger. He is caught red-handed with five hundred thousand 
               marks worth of pearls in his pocket. He is wondering if she 
               will ring the bell. For an instant he thinks of escape. He 
               could dash for the balcony. He could strike her dead or 
               silence her with threats. There is in the room an intoxicating 
               sense of romance and danger. (It should be in the scene.)

                                     BARON
                         Please do not be frightened, Madam.

                                     GRUSINSKAYA
                              (after a silence)
                         What do you want here?

                                     BARON
                         Nothing -- only to be here.

                                     GRUSINSKAYA
                         Why do you hide in my room?

                                     BARON
                         But surely you must know -- because 
                         I love you.

                                     GRUSINSKAYA
                         Because you love me -- you love me?

               She looks at him for a few moments and then suddenly she 
               throws herself upon the bed and begins to weep more and more 
               passionately.

                                     BARON
                              (going over to her)
                         Poor little Grusinskaya! Does it do 
                         you good to cry? Are you afraid? 
                         Shall I go?

                                     GRUSINSKAYA
                         I was so alone -- always alone -- 
                         and suddenly you were there and said 
                         that.
                              (sitting up)
                         No. I am not afraid. It is strange.

                                     BARON
                         Don't cry -- it tears my heart to 
                         see you sob like that.

                                     GRUSINSKAYA
                              (regaining control)
                         Nerves -- just nerves. You must 
                         forgive me. I have had a bad evening. 
                         I am very tired. Do you know what it 
                         is to be tired -- tired of a routine 
                         existence?

                                     BARON
                         I'm afraid not -- I usually do just 
                         what I feel like doing at the moment.

               A look in his eyes reminds her of the strangeness of the 
               situation. She rises with returning dignity and pulls her 
               robe around her -- she is becoming the Grusinskaya of Imperial 
               Russia; she is the woman Grand Dukes have fought for. She 
               sweeps across the room.

                                     GRUSINSKAYA
                         So you feel like coming into a lady's 
                         room -- and you come... What now?

                                     BARON
                              (following her)
                         I'd like to smoke a cigarette.

                                     GRUSINSKAYA
                         Certainly.

               She gets her cigarette box from the writing table and holds 
               it out to him. He takes a cigarette and lights it. She watches 
               him curiously. She smiles, as she watches him greedily inhale 
               the smoke. She crosses and sits before her looking glass. 
               She brushes her hair back and powders her face. She looks 
               into the mirror, we feel that she has regained a desire to 
               live. He crosses and looks at her in the mirror. He smiles.

                                     GRUSINSKAYA
                         Why do you look at me like that?

                                     BARON
                         I did not know you were so 
                         beautiful... and --

                                     GRUSINSKAYA
                              (bitterly)
                         And then --?

                                     BARON
                         No irony. You're so appealing -- so 
                         soft -- so tired. I feel like taking 
                         you in my arms and not letting 
                         anything more happen to you -- ever.

                                     GRUSINSKAYA
                              (involuntarily closing 
                              her eyes)
                         And -- and --

                                     BARON
                         How tired you are!

                                     GRUSINSKAYA
                         Yes -- tired...

                                     BARON
                         So alone.

                                     GRUSINSKAYA
                         Alone. All alone.
                              (whispers in Russian)
                         Oh, you strange -- strange creature.

                                     BARON
                         You mustn't talk Russian to me.

                                     GRUSINSKAYA
                         Strange man...

                                     BARON
                         Am I quite strange to you?

                                     GRUSINSKAYA
                         Not quite strange now. It is as if I 
                         had been expecting you. You know, 
                         once when the Grand Duke was alive, 
                         I found a man hiding in my room -- a 
                         young officer --

                                     BARON
                         And...?

                                     GRUSINSKAYA
                         He disappeared. Later he was found 
                         dead.

                                     BARON
                         I never knew it was so dangerous to 
                         hide in a woman's room when she's 
                         alone.
                              (he embraces her)

                                     GRUSINSKAYA
                         Go away. Who are you --?

                                     BARON
                         A man who could love -- that is all, 
                         who has forgotten everything else 
                         for you.

                                     GRUSINSKAYA
                         You could love me. It is so long 
                         since I have heard that word. Nobody 
                         has loved me for a long time. It is 
                         so icy-cold to be famous. One is so 
                         cruelly alone. How is it that you -- 
                         Let me look at you. Your hands. Your 
                         eyes. Why could you love me?

                                     BARON
                         I saw you just now -- then I saw you 
                         cry -- and now I see you in the mirror -- 
                         Grusinskaya...

                                     GRUSINSKAYA
                         Grusinskaya... Oh -- oh if you knew 
                         how I slaved and slaved for 
                         Grusinskaya -- for the success of 
                         Grusinskaya -- for the triumph of 
                         Grusinskaya... and what is she now? 
                         Just someone who has found that on 
                         the day success ceases life ceases -- 
                         Are you listening to me -- Do you 
                         understand? -- I want you to 
                         understand.

                                     BARON
                         Yes -- I do understand.

                                     GRUSINSKAYA
                         I think you must go now -- the key 
                         is on the floor.

                                     BARON
                         I'm not going -- You know I'm not 
                         going -- Let me stay here?

                                     GRUSINSKAYA
                         I want to be alone.

                                     BARON
                         That is not so -- you don't want to 
                         be alone.
                              (he looks back at the 
                              bed as if remembering 
                              the suicide.)

                                     GRUSINSKAYA
                         I want to be alone --

                                     BARON
                         No -- You don't want to be alone at 
                         all -- You were in despair before -- 
                         If I left you, you'd feel worse than 
                         you did before, You must not be alone -- 
                         You mustn't cry -- you must forget... 
                         Tell me that I can stay with you -- 
                         tell me.

                                     GRUSINSKAYA
                              (whispering)
                         Just for a minute then.

               Outside the distant noise of Kringelein is heard --

                                     BARON
                         What? Say it again -- I didn't hear.

               She whispers.

                                     GRUSINSKAYA
                         You -- man...

               The way she says it, the word goes home. It hurts him. She 
               has looked into his eyes for a moment with a strangely melting 
               and almost happy expression. She gets up suddenly.

               (NOTE: The other side of the bed -- not where the glass is)

               She reaches with her feet for her slippers. She puts one on. 
               She can't find the other.

               Business as he gets other slipper for her.

               He kisses her ankle and looks up at her. She smiles down.

                                     GRUSINSKAYA
                         Thank you -- you are gallant.
                              (she turns, her mood 
                              has changed)
                         What a sentimental scene. Grusinskaya 
                         weeping is a sight worth seeing. It 
                         is many years since she did such a 
                         thing... You frightened me -- badly. 
                         You're responsible for this -- painful 
                         scene.

               He watches her.

               The sound of her own voice reassures her. She is generating 
               warmth. Her cry has done her good, she speaks quickly, 
               volubly.

                                     GRUSINSKAYA
                         The stage frays one's nerves... the 
                         discipline -- it's so exacting. 
                         Discipline means doing what you don't 
                         want to do and take no pleasure in 
                         doing. Do you know what I mean? Have 
                         you ever experienced the weariness 
                         that comes from discipline?

                                     BARON
                         I? -- Oh, no. I do only what I take 
                         pleasure in doing.

               Grusinskaya turns, she is graceful again.

                                     GRUSINSKAYA
                         I see -- you do only what you take 
                         pleasure in doing. You take pleasure 
                         in coming into a woman's bedroom and 
                         you come. You take pleasure in a 
                         dangerous climb onto a balcony, so 
                         you do it... And what is your pleasure 
                         now?

                                     BARON
                              (naive as he says 
                              frankly)
                         I should like to smoke.

               She rises. She had expected something else. His reply strikes 
               her as chivalrous and considerate. She crosses to the writing 
               table brings back her little cigarette box which she holds 
               out to him. He takes a cigarette and lights it. She watches 
               him curiously. She smiles, as she watches him greedily inhale 
               the smoke. She crosses and sits before her looking glass. 
               She brushes her hair back and powders her face. She looks 
               into the mirror, we feel that she has regained a desire to 
               live. He crosses and looks at her in the mirror, he smiles.

                                     GRUSINSKAYA
                         Why do you smile?

                                     BARON
                         Because I can see something in the 
                         mirror that you cannot. My dear --
                              (he pauses suddenly)

                                     GRUSINSKAYA
                         What can you see?

                                     BARON
                         You are beautiful!

                                     GRUSINSKAYA
                         No.

                                     BARON
                         Beautiful but so sad. I did not know 
                         it was so dangerous to look into a 
                         woman's bedroom.

               Suddenly he stoops, takes her shoulder in his hands and kisses 
               it. A long tender and sincere embrace.

               Her eyes close. A tremor passes through her. Suddenly his 
               whole being is aware of her. She turns, rises and disengages 
               herself.

                                     GRUSINSKAYA
                         I think you had better go now. The 
                         key is on the floor.

               He glances back. He speaks suddenly with an air of command.

                                     BARON
                         I'm not going... You know that I'm 
                         not going... Do you think I could 
                         leave you alone here? After that --?

                                     GRUSINSKAYA
                         What?

                                     BARON
                         The veronal -- you. I'm going to 
                         stay here with you.

                                     GRUSINSKAYA
                         I want to be alone.

                                     BARON
                         That is not the truth.
                              (he catches her wrists)
                         You do not want to be alone -- you're 
                         afraid of being alone -- I know you're 
                         afraid. I know you. You were 
                         desperate, just now, if I go away 
                         you'll be more desperate than ever. 
                         Say I am to stay with you... say it.
                              (he almost shakes her)

               Her head falls slowly on his breast.

                                     GRUSINSKAYA
                              (whispers)
                         For just a minute then.
                              (she pulls away, 
                              crosses the room, 
                              quickly to the door, 
                              with almost a cry. 
                              She looks around for 
                              the key to the door)
                         No -- oh, no!

               He crosses quickly to her and holds her in his arms.

                                     BARON
                         Just for a minute, Grusinskaya --

               Outside the distant noise of Kringelein and the doctor.

               FRONT ON SHOT OF KRINGELEIN

               approaching the CAMERA with the Doctor.

               They are returning from the bar and are passing Grusinskaya's 
               room. THE CAMERA precedes them. The Doctor is 
               characteristically drunk. He is silent, tense, cynical. A 
               distinct contrast to Kringelein, whose soul is warmed for 
               the first time by alcohol.

               Kringelein's hat, the same, eccentric one, is twisted upon 
               his head jauntily. The carnation is in his buttonhole.

               THE CAMERA backs into Kringelein's room and pauses, because 
               the Doctor has paused at the door.

                                     KRINGELEIN
                         Oh, but Doctor. Isn't this wonderful. 
                         To live -- to live -- in the Grand 
                         Hotel.

                                     DOCTOR
                              (with a deprecating 
                              gesture)
                         The Grand Hotel.

                                     KRINGELEIN
                         Oh, but Doctor. The music -- the 
                         champagne -- girls when they dance -- 
                         all the shining ice in those big 
                         silver things -- That's life --

                                     DOCTOR
                         Life! -- Mr. Kringelein, you are 
                         drunk -- good night.
                              (he leaves)

                                     KRINGELEIN
                              (to doctor)
                         But Doctor --

               But the Doctor has gone.

               Kringelein re-enters his beautiful room. He crosses to the 
               mirror, regards himself. Business ad lib.

               He looks at himself in the mirror and raises his hat. 
               Imitating the doctor, he repeats:

                                     KRINGELEIN
                         Mr. Kringelein -- you are drunk -- 
                         good night.

               He puts his hat on the knob of the bed.

               He takes off his coat, holds it up and carefully takes the 
               carnation out of his buttonhole. With the coat over his arm 
               and the carnation in his hand he looks around for a glass 
               and some water which he sees standing on the night table by 
               his bed.

               He puts the carnation in the glass, having filled it with 
               water and then his eyes fall upon his small group of medicine 
               bottles.

               His demeanor changes. He immediately becomes a thing of pain.

               He glances at his watch -- it is long past his medicine time -- 
               his spirit droops -- he might almost be in pain.

               He picks up a small bottle and carefully counts eight drops 
               into the glass. He is about to take it, he smells it, a sudden 
               impulse of well-being surges over him. He flings the medicine 
               away.

               With a great wave of optimism he commences to sing the song 
               that we have heard during the evening -- the chambermaid 
               song - the Preysing radio song -- the love song. He saunters 
               around the room, undressing.

                                                              DISSOLVE OUT:

               DISSOLVE INTO PASSAGE

               His voice is still heard in the passage.

               Rows of shoes outside the doors. The dozing night clerk hears 
               the voice and looks up, startled.

                                                              DISSOLVE OUT:

               DISSOLVE INTO A WATCHMAN

               with his clock, hears the voice.

                                                              DISSOLVE OUT:

               DISSOLVE INTO A CORNER OF DOCTOR'S ROOM

               He is dozing in a chair with his clothes on. He looks up 
               suddenly, hearing the voice.

                                                              DISSOLVE OUT:

               DISSOLVE INTO PREYSING'S ROOM

               He is snoring. The distant voice disturbs him. He turns in 
               his sleep.

                                                              DISSOLVE OUT:

               DISSOLVE INTO GRUSINSKAYA'S ROOM

               A beautiful picture -- the distant voices -- shadows.

                                     BARON'S VOICE
                         I've never been as happy.

                                     GRU'S VOICE
                         What did you say?

                                     BARON'S VOICE
                         I've never been as happy!

                                     GRUSINSKAYA'S VOICE
                         Say it again -- say it!

                                     BARON'S VOICE
                         I have never been so happy!

                                                              DISSOLVE OUT:

               DISSOLVE INTO KRINGELEIN'S ROOM

               He is now dressed in an absurd night dress. He crosses to 
               the bed, still singing, climbs into the huge bed -- the great 
               pillows. His hand goes out -- he pulls out the light. He 
               might be an Emperor as he turns with a happy, tired sigh.

               DISTANT CLOCK CHIMES.

                                                                  FADE OUT:

                                   END OF SEQUENCE "#2"

                                      SEQUENCE "#3"

               FADE IN:

               TELEPHONE ROOM

               It is the first time we have seen it. There are about eight 
               girls very busy. Morning confusion. (parts to be written)

               We pick up essential lines as we PAN DOWN SHOOTING AT THE 
               GIRL'S FACES, assuming the CAMERA to be the board.

                                     GIRL ONE
                         Grand Hotel -- good morning -- no, 
                         Baron von Gaigern's room does not 
                         answer... Yes,... all right... Baron 
                         von Gaigern's chauffeur calling.

               CAMERA PANS TO:

                                     GIRL THREE
                         Good morning, nine-thirty Doctor 
                         Otternschlag... No, Doctor, no 
                         messages... No, Doctor.

               CAMERA PANS TO:

                                     GIRL FIVE
                         Grand Hotel -- good morning... who 
                         is calling Madam Grusinskaya?... Oh, 
                         Mr. Pimenov. Madam Grusinskaya is 
                         not to be disturbed, sir... no, sir... 
                         yes, sir --

               The word passes down repeated.

                                     VOICE
                         Mr. Preysing's calls to one sixty 
                         two for today.

               CAMERA PANS TO:

                                     GIRL EIGHT
                         -- good morning... Mr. Preysing --
                              (she plugs through)

                                                                    CUT TO:

               CONFERENCE ROOM

               Telephone bell ringing.

               General shot.

               Gerstenkorn, an old business man and Doctor Waitz, counsel 
               for the Saxonia organization are sitting at a gree table, 
               smoking and waiting.

                                     GERSTENKORN
                              (glances at watch)
                         Nine-thirty, Mr. Preysing keeps us 
                         waiting.

                                     SCHWEIMANN
                              (who has returned)
                         He likes to play the great man.

                                     WAITZ
                              (glancing at market 
                              report from table)
                         The Preysing stock is holding its 
                         own today on the market.

                                     SCHWEIMANN
                         Ask Preysing what it's costing him 
                         to keep it up.

                                     GERSTENKORN
                         And ask me what it's costing us to 
                         hammer it down.

                                     WAITZ
                         Exactly.

                                     GERSTENKORN
                         If the Preysing people get the 
                         Manchester contract, we shall 
                         certainly merge with the Preysing 
                         company -- but if they haven't they're 
                         ruined -- Preysing will have to 
                         declare himself.

                                     WAITZ
                         Shhh -- here he is now.

               The door opens and Flaemmchen enters. She is agreeably 
               surprised to see the room full of men. She likes men.

                                     FLAEMMCHEN
                              (beams)
                         Good morning, gentlemen -- Mr. 
                         Preysing will be here in a minute.

               Business of Schweimann and Flaemmchen.

               Gerstenkorn, making notes, glances at his watch again.

               Door opens suddenly.

                                     PREYSING
                              (enters)
                         Good morning, gentlemen.

                                     MEN
                         Good morning.

                                     PREYSING
                         Sorry I'm late, I've been waiting 
                         for Justice Zinnowitz, my legal 
                         advisor.

                                     WAITZ
                         Oh -- ho -- you want legal aid against 
                         us? -- The whole thing seems to me 
                         to be very simple.

                                     GERSTENKORN
                         Very simple -- I've always liked the 
                         way you dressed, Preysing -- English, 
                         isn't it?

                                     PREYSING
                              (disturbed)
                         What?

                                     GERSTENKORN
                              (quickly)
                         They turn out marvelous material in 
                         Manchester.

                                     PREYSING
                         Manchester -- yes. Yes, yes, they 
                         do. Yes -- Now gentlemen shall we 
                         begin at the beginning? -- Have we 
                         cigars -- water and everything?

               Flaemmchen, who has been busy preparing her little table for 
               work is seen in several CLOSEUPS:

                                     SCHWEIMANN
                              (with a wink to 
                              Gerstenkorn)
                         Manchester is a very interesting 
                         city, don't you think so, Preysing?

                                     PREYSING
                              (stalling)
                         Manchester -- yes -- yes. A man in 
                         the textile industry naturally has 
                         to know Manchester.

                                     GERSTENKORN
                         There's a lot of business to be done 
                         with the Manchester Cotton Company. 
                         They've the whole English market 
                         right in their hands. Have you any 
                         connections with -- Manchester?

                                     PREYSING
                              (quickly)
                         We have a good many connections in 
                         England, naturally.

                                     GERSTENKORN
                         I mean with the Manchester people?

                                     PREYSING
                              (looking at Gerstenkorn 
                              impudently)
                         We are here to discuss our merger. 
                         Naturally I can make no statement at 
                         this time. We must begin at the 
                         beginning.

                                     GERSTENKORN
                              (winking at Schweimann)
                         All right.

                                     PREYSING
                              (far-away commencing 
                              to read his report)
                         Since, on the eleventh of June, this 
                         year -- when the first negotiations 
                         for a merger between our respective 
                         firms was entered into -- both parties 
                         have fully agreed that this merger 
                         can result only in mutual advantages.

               INTERCUT this speech, which if played by Beery will be 
               interesting, with signals, winks and signs between the other 
               three men.

                                     GERSTENKORN
                         Oh -- yes -- I beg your pardon!

                                     PREYSING
                         I'm laying before you the last general 
                         statement of our concern. Active 
                         capital, plant and machinery, raw 
                         material and finished product -- for 
                         instance -- mop rags --

                                     GERSTENKORN
                         Mop rags --!

               Business between Preysing and Flaemmchen finding papers on 
               'Mop Rag' report.

                                     GERSTENKORN
                         What we want to know about is 
                         Manchester.

                                     WAITZ
                         Yes, Mr. Preysing -- that's what we 
                         want to know.

                                     PREYSING
                         I'd like to wait for Justice 
                         Zinnowitz, before I commit myself.

                                     GERSTENKORN
                         Oh -- Preysing, Preysing --

                                     PREYSING
                         No water -- What a place!

                                     GERSTENKORN
                         All you have to do is phone for it.

               Flaemmchen, who is on her toes and busy every minute, rushes 
               to the telephone and gives an order -- her conversation is 
               heard over the conversation of the men in the room -- CAMERA 
               HOLDS ON FLAEMMCHEN:

                                     FLAEMMCHEN
                         Water -- seltzer, three or four 
                         bottles and cigars -- good ones.

                                     WAITZ
                         I can see this session is going to 
                         be exhaustive.

                                     PREYSING
                         Now to proceed with the projected 
                         merger, the advantages for the Saxonia 
                         are so obvious...

                                     GERSTENKORN
                         Oh -- now let's talk like adults. 
                         You want to tell us now a along story 
                         of what your factory can do. We know 
                         all that you could tell us and if 
                         you tell the truth it wouldn't sound 
                         so good. When you first approached 
                         us...

                                     PREYSING
                         We did not approach you.

                                     WAITZ
                              (quickly looking 
                              through the papers)
                         Letter on file September fourteenth 
                         would show that you approached...

                                     PREYSING
                              (snatching the document 
                              from his hand -- 
                              losing his temper)
                         It isn't so -- this was a response 
                         to a tentative feeler of your own.

                                     GERSTENKORN
                              (snatching the document 
                              violently away)
                         Tentative my foot -- a month before 
                         this your old father-in-law came 
                         very privately and scratched at my 
                         door.

                                     PREYSING
                         Scratched --
                              (he nearly chokes)
                         We did not take the initiative.

                                     GERSTENKORN
                         Of course you took the initiative.

               Zinnowitz enters the room.

                                     ZINNOWITZ
                         Good morning, gentlemen -- I see the 
                         conference is already underway.

                                     PREYSING
                         Oh, here you are, Justice Zinnowitz -- 
                         I'm at cross-purposes with these 
                         gentlemen -- will you clear up the 
                         situation?

                                     ZINNOWITZ
                         But the situation is perfectly clear, 
                         If you will allow me --
                              (he clears his throat)

                                     GERSTENKORN
                         How clear is Manchester?

                                     ZINNOWITZ
                         Foggy -- frightfully foggy, always, 
                         I'm told.
                              (to Preysing)
                         Have you said anything about 
                         Manchester, Mr. Preysing?

                                     PREYSING
                         I can make no statement about 
                         Manchester at this time.

                                     ZINNOWITZ
                         Well -- gentlemen.

               There is dead silence for a moment -- he clears his throat, 
               commences in almost the same tone as Preysing.

                                     ZINNOWITZ
                         Since, on the eleventh of June of 
                         this year -- when the first 
                         negotiations for a merger...

                                     GERSTENKORN
                              (over Zinnowitz's 
                              voice -- with a sigh -- 
                              sits back)
                         Thank God we're beginning at the 
                         beginning.

                                     ZINNOWITZ
                              (stops suddenly -- 
                              takes glasses from 
                              his nose -- he is 
                              speaking, not reading)
                         As you remember it -- when you 
                         approached us...

                                     GERSTENKORN
                              (bangs the paper down)
                         We did not approach you.

                                     PREYSING
                         I know you did -- I said you did --

                                     GERSTENKORN
                         And I said we didn't.

                                     WAITZ
                         And I know we didn't.

               During all this commotion Flaemmchen is paying no attention 
               whatsoever. She is calmly spraying herself with a perfume 
               atomizer and smiling at a gentleman. The noise continues 
               over her.

                                                                    CUT TO:

               NO SCENE 61

               Sequence omitted from original script.

               GRUSINSKAYA'S ROOM

               The atmosphere has changed, the sun shines. Grusinskaya is 
               reclining on the chaise-lounge -- her Chinese robe drawn 
               about her. She speaks voluably.

                                     GRUSINSKAYA
                         Oh -- I was ambitious then -- ambition 
                         was in my blood -- no rest, no 
                         stopping. We were drilled like little 
                         soldiers -- We danced in the school 
                         of the Imperial Ballet, in St. 
                         Petersburg. I was little and slim 
                         but hard as diamond -- a duty machine -- 
                         No rest, no stopping. And then -- I 
                         became famous and whoever is famous 
                         is alone... But why should I be 
                         telling you this? Last night I did 
                         not know you at all -- who are you, 
                         really? -- I do not even know your 
                         name.

                                     BARON
                         I am Felix Benvenuto von Gaigern. My 
                         mother called me Flix.

                                     GRUSINSKAYA
                         Flix. -- And how do you live? What 
                         kind of a person are you?

                                     BARON
                         I'm a prodigal son, the black sheep 
                         of a white flock -- I shall die on 
                         the gallows.

                                     GRUSINSKAYA
                         Really?

                                     BARON
                         Really, I haven't a bit of character. 
                         None at all.

                                     GRUSINSKAYA
                         No?

                                     BARON
                         When I was a little boy I was taught 
                         to ride and be a gentleman -- at 
                         school, it was a monastery, I learned 
                         to pray and lie -- and ---

                                     GRUSINSKAYA
                         And?

                                     BARON
                         And then, in the war, to kill and 
                         hide. That's all.

                                     GRUSINSKAYA
                         And what do you do -- now?

                                     BARON
                         I'm a gambler -- I'm running at large 
                         like a happy pig, devouring anything 
                         of life that pleases me, I really 
                         belong in jail

                                     GRUSINSKAYA
                         Oh! What a picture -- and what else?

                                     BARON
                              (seriously)
                         I'm also a criminal and a hotel thief.
                              (he turns away)

                                     GRUSINSKAYA
                         That's a silly joke.

                                     BARON
                              (turns -- takes both 
                              her hands)
                         Please look at me. You must believe 
                         me -- you must believe that I love 
                         you -- that I have never known what 
                         love is -- until last night.
                              (he releases her hands 
                              and turns away again.)

                                     GRUSINSKAYA
                         What is the matter?

               He does not answer.

                                     GRUSINSKAYA
                         Flix!

               The Baron takes the pearls out of his pocket and lays them 
               before her.

                                     BARON
                         There.

                                     GRUSINSKAYA
                              (with a little cry of 
                              pain)
                         Oh --
                              (in the silence 
                              Grusinskaya puts her 
                              head in her hands 
                              and thinks)

               The Baron makes a gesture as if to stroke her hair and then 
               holds back.

                                     GRUSINSKAYA
                              (softly)
                         Did you come here just -- just for 
                         that? Oh -- it's horrible.

               Pause.

               She is suddenly cold.

                                     GRUSINSKAYA
                         You may keep the pearls -- I don't 
                         want them any more -- I'll make you 
                         a present of them.

                                     BARON
                              (passionately)
                         I don't want them now.

                                     GRUSINSKAYA
                              (broken)
                         I'll not denounce you.

                                     BARON
                         I know.

                                     GRUSINSKAYA
                         So --

                                     BARON
                         Yesterday I was a thief -- but now, --

                                     GRUSINSKAYA
                         But now, you must go... I give you 
                         the pearls. But now you must go ---

                                     BARON
                         I wanted money desperately -- Can 
                         you understand? -- That's why I wanted 
                         the pearls. I was threatened -- I 
                         was desperately in need of a certain 
                         big sum of money. I've been following 
                         you -- I've admired you. But I have 
                         forced myself not to think about you -- 
                         Last night, at last, I managed to 
                         came into your room and -- and now.

                                     GRUSINSKAYA
                              (softly)
                         And now?

                                     BARON
                         I couldn't go through with it.
                              (his head goes down 
                              into her lap -- he 
                              sighs:)
                         Remarkable.

               His hand touches her hair -- tenderly.

                                     BARON
                         Do you understand?

                                     GRUSINSKAYA
                         Yes -- yes -- yes.

               There is a sudden knock at the door.

                                     GRUSINSKAYA
                         Quickly -- here.

               With a quick gesture Grusinskaya beckons the Baron to the 
               bathroom. He disappears into the bathroom. She opens the 
               door, after finding the key and radiantly addresses Suzette.

                                     GRUSINSKAYA
                         Good morning, Suzette.

                                     SUZETTE
                              (delighted to see her 
                              in a good mood)
                         Good morning, Madam.

               She puts the coffee down on the table.

               Charming piece of business as Suzette, in putting the coffee 
               down on the table must necessarily push back the heavily 
               crested cigarette case of the Baron.

                                     SUZETTE
                         Madam has slept well?

                                     GRUSINSKAYA
                              (enthusiastically)
                         Oh, yes, Suzette.

                                     SUZETTE
                         Madam will dress now, it is late.

                                     GRUSINSKAYA
                         Five minutes, Suzette, come back in 
                         five minutes. I'll ring.

                                     SUZETTE
                         Yes, madam Suzette knows all about 
                         it.

               She is a French woman. She is pleased.

                                     SUZETTE
                         Madam is beautiful this morning.

               As Grusinskaya hurries Suzette to the door she says:

                                     GRUSINSKAYA
                         Yes, Suzette.

               Suzette goes out. Quickly Grusinskaya crosses and flings 
               open the bathroom door. The Baron comes out.

                                     GRUSINSKAYA
                         You must go now.

               As she speaks the telephone goes. She gives the telephone a 
               dirty look. Telephone rings again. She pulls him across to 
               the telephone.

                                     GRUSINSKAYA
                         There -- it begins.

               With a hand in his she lifts the telephone receiver and 
               speaks.

                                     GRUSINSKAYA
                         Hello -- hello -- Meierheim? Yes...

               During this scene the Baron is touching her shoulder. A 
               charming light moment. She continues to speak into telephone. 
               His touch probably tickles her, she laughs -- quickly covers 
               the receiver so that Meierheim will not hear her laugh.

                                     GRUSINSKAYA
                              (to Baron)
                         No --

               During this scene she is listening to Meierheim. She frowns 
               suddenly --

                                     GRUSINSKAYA
                         What?... Cancel Vienna?... Are you 
                         mad? We always have great success in 
                         Vienna... Certainly not. Come here 
                         and see me... yes... good-bye.

               She turns to the Baron and their arms go around each other.

               The telephone rings again.

                                     GRUSINSKAYA
                              (quickly)
                         There -- the day begins... I must go 
                         to rehearsal.

               She lets the telephone ring.

                                     BARON
                         Grusinskaya --

                                     GRUSINSKAYA
                         Yes.

                                     BARON
                         You do believe that I really love 
                         you?

                                     GRUSINSKAYA
                         Yes -- If I didn't believe that, I'd 
                         die after last night.

                                     BARON
                         I want to be good to you -- madly 
                         good.

                                     GRUSINSKAYA
                         Suzette will be back here in a minute.

                                     BARON
                         I'll go -- good-bye.

                                     GRUSINSKAYA
                         Shall I see you again?

                                     BARON
                         I --

               Telephone bell rings again.

                                     GRUSINSKAYA
                         Suzette will be back here any minute.

                                     BARON
                         When are you leaving Berlin?

                                     GRUSINSKAYA
                         Very early in the morning.

                                     BARON
                         For Vienna?

                                     GRUSINSKAYA
                         Can't -- can't you -- Couldn't you 
                         come too -- I think it would be better -- 
                         for us -- for us both.

                                     BARON
                         Oh -- yes but -- later.

                                     GRUSINSKAYA
                         Why later?

                                     BARON
                         I have no money now -- I must get 
                         some first -- I must get some.

                                     GRUSINSKAYA
                         I'll give you what you need -- I 
                         have money.

                                     BARON
                         Oh no -- that would spoil everything. 
                         I'll -- I will manage somehow -- 
                         I'll manage myself. I will go with 
                         you. When does the train leave?

                                     GRUSINSKAYA
                         Six twenty-seven in the morning... 
                         But the money?

                                     BARON
                         Never mind -- I'll get it. I have a 
                         whole day. I'll be on that train.

               They move towards the door.

                                     GRUSINSKAYA
                         I shall dance and you'll be with me 
                         and then -- listen -- After that you 
                         will come with me to Lake Como, I 
                         have a villa there. The sun will be 
                         shining. I will take a vacation -- 
                         six weeks -- eight weeks. We'll be 
                         happy and lazy. And then you will go 
                         with me to South America -- oh!

               Telephone starts ringing.

                                     GRUSINSKAYA
                         You must go now. Be careful on your 
                         way to your room.

                                     BARON
                         I'll go. -- I love you.
                              (he kisses her)
                         I'll be on that train. I'll get the 
                         money.

               She holds him back. The telephone is ringing.

                                     GRUSINSKAYA
                         Don't do anything foolish -- I'm 
                         alarmed about you.

                                     BARON
                         Don't worry. I'll be on the train.
                              (he kisses her)
                         He leaves.

               Alone with the telephone bell ringing, Grusinskaya breathes 
               deeply, stretches herself. She goes to the glass and looks 
               at herself -- smiling. Happily she takes the pearls, kisses 
               them, drops them into the casket -- picks up the telephone.

                                     GRUSINSKAYA
                              (speaking into 
                              telephone)
                         Yes, Pimenov... Yes... where are 
                         you, in your room? Come, I will see 
                         you now... hurry.

               She rises from the telephone flutteringly, she is humming a 
               tune. She crosses to the mirror, pulls back her hair happily, 
               she is indeed younger.

               Suzette is putting out a dark dress.

                                     GRUSINSKAYA
                         Not that dark dress -- something 
                         light -- bright -- it's a sunny 
                         morning, Suzette.

               Suzette happily glances at her.

               There is a knock at the door.

                                     GRUSINSKAYA
                         Come in.
                              (sings)

               Pimenov enters, before he can speak --

                                     GRUSINSKAYA
                         Good morning, Pimenov.

                                     PIMENOV
                              (a little puzzled at 
                              change in her)
                         Good morning, Gru -- your --

               Before he can start speaking of last night she quickly speaks:

                                     GRUSINSKAYA
                         Pimenov, I have an idea -- a new 
                         ballet -- it must have mad music -- 
                         I'll explain it to you later. But 
                         now, hurry to the theatre -- I want 
                         full rehearsal -- properties -- full 
                         ballet and some musicians. Hurry -- 
                         Quickly. I will be there --

               During this scene Grusinskaya has not looked at him, she is 
               busy in the glass. Nice photography on hair and face.

               Side scene between Suzette and Pimenov, as Suzette shows him 
               the cigarette case on the table.

               As he goes through the door Grusinskaya crosses and almost 
               sweeps Suzette to the door with him.

                                     PIMENOV
                         Gru -- you are positively radiant.

                                     GRUSINSKAYA
                         Yes, Pimenov.
                              (quickly to Suzette)
                         One minute, Suzette, I will call 
                         you.

               They leave.

               Grusinskaya shuts the door. She sweeps happily to the 
               telephone.

                                     GRUSINSKAYA
                              (very very softly - 
                              her voice is like 
                              music to operator)
                         Hello -- will you -- will you get me 
                         Baron von Gaigern, please... yes... 
                         Baron von Gaigern -- yes...

               While she waits, she moves with a sense of dance.

                                     GRUSINSKAYA
                              (again into telephone)
                         Will you get me Baron von Gaigern, 
                         please...
                              (she speaks quietly)
                         Cherie... yes... it is you... 
                         nothing... good morning, good morning, 
                         cherie... nothing... no... just to 
                         tell you I'm happy.

                                                           FADE OUT SLOWLY:

               Bring music up.

                                   END OF SEQUENCE "#3"

                                      SEQUENCE "#4"

               EXT. HOTEL - SIGN

               Music effect over sign "Grand Hotel." Precisely the same 
               angle as before. The sign lights.

                                                               DISSOLVE TO:

               LOBBY - BY SENF'S DESK

               The music comes up on the DISSOLVE into the original key 
               shot of the lobby.

               Senf is busy.

               The Baron's chauffeur is standing impatiently by his desk. 
               Business ad lib of Senf. He turns to the chauffeur who is 
               barring the way of an important looking alien.

                                     SENF
                         Step back please.

               Chauffeur makes no effort to move. Against the normal busy, 
               happy traffic of the evening he is a sinister figure. He 
               does not move but glares at Senf.

                                     SENF
                         I've told you three times -- Baron 
                         von Gaigern is out.

                                     CHAUFFEUR
                         Did he leave any message for me?

                                     SENF
                         No, he did not -- there is no message.

               This whole scene is played in a very low key, almost in a 
               whisper, it is interrupted by the entrance of the Doctor.

                                     DOCTOR
                              (to Senf)
                         Any letters?

                                     SENF
                         No, doctor.

               During this short scene the chauffeur saunters off.

               Kringelein comes to the doctor.

                                     KRINGELEIN
                         Oh, Doctor, such a day -- such a 
                         day!

               They move away from the scene.

               Kringelein's voice diminishes as the CAMERA MOVES following 
               the chauffeur.

               The chauffeur saunters unthoughtfully past the florist shop 
               and out of the door. As we pass the florist shop we see the 
               back of the Baron in the shot.

               CAMERA PANS chauffeur out to door. He has not seen the Baron 
               in the florist shop. THE CAMERA PANS back to florist shop 
               waits for the Baron who emerges carrying his usual box of 
               orchids. CAMERA FOLLOWS BARON back to Senf's desk. Key shot.

                                     BARON
                              (to Senf)
                         Madam Grusinskaya.

                                     SENF
                              (taking the flowers 
                              and handing them to 
                              clerk)
                         For Madam Grusinskaya.

                                     CLERK
                              (to page boy)
                         Madam Grusinskaya -- at once --

                                     SENF
                              (to Baron)
                         Your chauffeur's been waiting, Baron.

                                     BARON
                              (Quickly -- shortly)
                         All right.
                              (he glances around 
                              apprehensively)

               Kringelein is speaking to the doctor.

               The Baron approaches them.

                                     KRINGELEIN
                         Baron, we must have gone a hundred 
                         miles an hour, at least...

                                     BARON
                         Yes, quite.

                                     KRINGELEIN
                              (to doctor)
                         We've been together all day... and 
                         in an aeroplane.

                                     DOCTOR
                         Life is changing you, Mr. Kringelein.

                                     KRINGELEIN
                         Yes, thanks to the Baron. The best 
                         shops, the very best. Look, Doctor, 
                         silk -- feels so nice on the skin... 
                         a London hat, see -- made in England, 
                         that's silk, too -- fifty marks... 
                         Look, the price is on it. That was 
                         half my salary before. The Baron is 
                         a very fine gentleman -- no one in 
                         my life has been so nice to me as 
                         the Baron.

               The Baron smiles. He slaps his gauntlets on his dusty coat.

                                     BARON
                         I'm going to change and we'll meet 
                         for a drink in the Yellow Room.

                                     KRINGELEIN
                         In the Yellow Room, where the music's 
                         playing and the ladies are?

                                     BARON
                              (amused)
                         Where the music's playing and the 
                         ladies are...

               The Baron leaves.

                                     DOCTOR
                         No pain, Mr. Kringelein?

                                     KRINGELEIN
                         Pain? Oh, no, Doctor. I think if I 
                         had pain I'd be too happy to notice 
                         it...

               NOTE: Find cut here.

               While Kringelein is talking, they move away from the CAMERA.

                                                                    CUT TO:

               FLASH OF BARON'S ROOM

               The Baron enters, throws his gloves down on the bed, turns 
               up the light, picks up a piece of paper that's been pushed 
               under the door, glances at it.

               FLASH INSERT OF THE PAPER

               In scrawl: "I HAVE BEEN WAITING ALL DAY. WILL BE OUTSIDE OR 
               AT THE GARAGE." "S"

                                                               CUT BACK TO:

               BARON

               We again see the apprehension on the Baron's face. He crosses, 
               closes the window. As he does so we hear the noise from the 
               conference room.

               Bring up noise from the conference room.

                                                                    CUT TO:

               CONFERENCE ROOM

               We must have the feeling that these men have been arguing 
               all day. Cognac bottles, cigar ends, selzer water, remains 
               of some sandwiches. In other words it is a business 
               battlefield. Preysing is drawn and tired. Zinnowitz is on 
               his feet. Flaemmchen is fast asleep in her chair, making a 
               pretty picture.

                                     ZINNOWITZ
                         ...and let me say again for the tenth 
                         time...
                              (he is hoarse and 
                              tired)
                         ...you people were quite ready for 
                         the merger. You declared yourselves... 
                         fully agreed on all the terms -- Why 
                         should the signing of these articles 
                         be suddenly held up?

                                     GERSTENKORN
                         I've admitted that at one time we 
                         had reason for desiring ther merger -- 
                         What reason have we now? The Preysing 
                         Company has fallon upon evil days, 
                         very evil days.

               Preysing jumps to his feet.

                                     PREYSING
                         Evil days -- I've shown you here --
                              (he bangs the paper)
                         -- my company exports to the Balkans 
                         alone, sixty-five thousand marks 
                         worth of mop rags a year.

                                     GERSTENKORN
                         Mop rags -- mop rags -- we're 
                         interested in something quite 
                         different!

                                     PREYSING
                         What?

                                     SCHWEIMANN
                              (to Gerstenkorn -- 
                              with a sigh)
                         Shall I tell them again?

                                     GERSTENKORN
                              (glancing at his watch)
                         Why waste time -- it's getting late.

                                     SCHWEIMANN
                         You see -- what we are interested in --

                                     GERSTENKORN
                              (interrupting)
                         Ah, come on -- we're going home.

               Due to the long tedious session the men's collars are wilted.

                                     ZINNOWITZ
                              (rising)
                         Mr. Preysing has too scrupulous a 
                         regard for certainties...

                                     GERSTENKORN
                         You've talked enough today, you're 
                         hoarse now.

               IMPORTANT CLOSEUP OF PREYSING

               His hand goes to his pocket. Slowly he takes out the telegram 
               and glances at it. The following scene is played over this 
               closeup.

                                     GERSTENKORN
                         Sorry, Preysing.
                              (he gets his hat)

                                     PREYSING
                              (nervously)
                         You've decided against the merger?

                                     GERSTENKORN
                         Yes --

                                     PREYSING
                         Then, it's all over?

                                     GERSTENKORN
                         Yes --

                                     WAITZ
                              (to Zinnowitz)
                         Well -- well -- You could call my 
                         office.

               There is a general movement to go.

               FLASH OF TELEGRAM

               Trembling in Preysing's hand. "DEAL WITH MANCHESTER DEFINITELY 
               OFF."

               GENERAL SHOT OF ROOM

               Gerstenkorn crosses to Preysing.

                                     GERSTENKORN
                         Goodbye, Preysing, I hope you pull 
                         through. This is a very bad time to 
                         be in such a crisis. We've...

                                     PREYSING
                              (interrupting)
                         Why talk -- it's over -- it's over -- 
                         it's finished. You've broken off 
                         negotiations. You did it. You're 
                         calling them off. You had nothing on 
                         your mind all day, but Manchester, -- 
                         Manchester -- Manchester.
                              (he develops almost a 
                              passion)
                         You don't suppose for one moment 
                         that I'm such a fool as not to have 
                         something that I could say definitely 
                         about Manchester.
                              (he is generating 
                              almost a passion)

                                     GERSTENKORN
                         What?

                                     PREYSING
                         Oh no -- no -- the session is over. 
                         Let's go, it's off. Thank you, 
                         gentlemen.
                              (he starts packing up 
                              his papers.)

                                     GERSTENKORN
                         If you actually have news from 
                         Manchester then...

                                     PREYSING
                         Gentlemen, I am now free to 
                         announce...
                              (he is perspiring, 
                              his hands are 
                              trembling)
                         ...that the deal between my firm and 
                         the Manchester Cotton Company has 
                         been successfully negotiated.

                                     GERSTENKORN
                         Preysing, you're joking with us.

                                     SCHWEIMANN
                         You're a deep one.

               QUICK CLOSEUP OF ZINNOWITZ 

               GENERAL SHOT OF ROOM

                                     GERSTENKORN
                         In that case give us the articles. 
                         We'll sign at once. We know all the 
                         details...

                                     PREYSING
                              (smiling, slowly folds 
                              up the telegram and 
                              puts it back in his 
                              pocket)
                         I thought we'd suspended negotiations, 
                         gentlemen.

                                     GERSTENKORN
                         Under these circumstances it's quite 
                         a different matter.

                                     PREYSING
                         Under these circumstances we might 
                         refuse to sign.

               By this time, Waitz and Zinnowitz have the articles out upon 
               the table.

               Preysing is perspiring.

               Gerstenkorn puts his arms around Preysing's shoulders.

                                     GERSTENKORN
                         Come on -- business is business -- 
                         Come on --

               Preysing stands, looking ahead of him.

               Gerstenkorn picks up the papers glances at them, looks at 
               Waitz.

               Flaemmchen is awakening.

                                     GERSTENKORN
                         Here's my signature -- here Preysing, 
                         sign here.

                                     ZINNOWITZ
                         What a session this has been.

               While Preysing is signing.

                                     SCHWEIMANN
                         It's twenty-five to six.

                                     WAITZ
                         We should celebrate this with a bottle 
                         of wine.

                                     GERSTENKORN
                              (with his hat and 
                              coat)
                         See you soon, Preysing. Next week 
                         we'll meet and discuss further 
                         details.

                                     PREYSING
                         Next week.

               Hasty hand-shaking, business of exits.

               Waitz, Gerstenkorn and Schweimann out.

               Preysing has not moved.

               Zinnowitz takes the agreement and waves it in the air to dry 
               the signature.

                                     PREYSING
                              (to himself)
                         Next week.

                                     ZINNOWITZ
                         You let me talk till I'm hoarse and 
                         you had Manchester sewed-up all the 
                         time. Why?

               Preysing does not answer.

               Zinnowitz amiably shrugs his shoulders.

                                     ZINNOWITZ
                         Well -- the deal has been put through.

               Preysing commences to laugh suddenly with increasing violence.

                                     PREYSING
                         Yes, it has been put through -- it 
                         has been put through.

               During this scene, Flaemmchen has risen, piled up her papers, 
               glanced at her watch. During this action Flaemmchen motions 
               to Zinnowitz that she is going down to dance, etc., Preysing 
               is unaware of this action. Flaemmchen leaves the room trying 
               not to attract attention.

                                     ZINNOWITZ
                              (to Preysing)
                         What's the matter with you?

                                     PREYSING
                              (hysterically)
                         Bluff -- Bluff -- all bluff.

                                     ZINNOWITZ
                         What's bluff?

                                     PREYSING
                              (throwing the telegram 
                              on the table)
                         That.

                                     ZINNOWITZ
                              (reading at out loud)
                         'Deal with Manchester definitely 
                         off! "Preysing, oh -- I'd never have 
                         thought it of you.

                                     PREYSING
                         No one would have thought it of me. 
                         I've been getting rusty in 
                         Fredersdorf. Well, if bluff is what 
                         the world wants I guess I can put up 
                         as big a bluff as anyone. From now 
                         on...
                              (he turns away)

                                     ZINNOWITZ
                         You must go to Manchester at once 
                         yourself and really see it through.

                                     PREYSING
                         Yes -- I must go to England -- I was 
                         desperate -- Now I don't care -- 
                         This sort of thing goes to a man's 
                         head.

                                     ZINNOWITZ
                         What you need is some relaxation.

                                     PREYSING
                         Yes -- that's what I want -- I'd 
                         like to tear loose -- I'd like a 
                         drink. I'd like to go down to that 
                         dancing place. I'd like to start 
                         something.

                                     ZINNOWITZ
                         I can understand that -- after your -- 
                         uh --

                                     PREYSING
                         Say it -- say it -- my lie -- it's 
                         the first time in thirty years that 
                         I've ever... Where's that 
                         stenographer? Miss Flaemm...

                                     ZINNOWITZ
                         What do you want with her?

                                     PREYSING
                         I want to see her, I want to do some 
                         dictating -- report of the conference 
                         for my father-in-law.

                                     ZINNOWITZ
                         She had an engagement in the Yellow 
                         Room at five o'clock -- she was in a 
                         hurry.

                                     PREYSING
                         Zinnowitz, would you say she was 
                         pretty?

                                     ZINNOWITZ
                         Pretty as a picture.

                                     PREYSING
                         Let's go down and find her -- I need 
                         a drink -- Come along Zinnowitz.
                              (he is picking up 
                              papers)
                         I don't know anything about women -- 
                         been married for twenty-six years.

                                     ZINNOWITZ
                         Bluff does it, Preysing, bluff does 
                         it. Goodnight.

               Preysing is very excited, they start to leave -- at that 
               moment the telephone rings.

                                     PREYSING
                         Aeh!

               He crosses to the telephone.

                                     PREYSING
                              (into telephone)
                         Hello... Father-in-law?... Is that 
                         you?... The agreement is signed -- I 
                         did it... yes, father-in-law... but 
                         now I must go to Manchester.

               When he picks the telephone up his hands are shaking -- 

                                                       DISSOLVE HANDS INTO:

               COCKTAIL SHAKER

               -- which shakes more. Music crashes up --

                                                              DISSOLVE OUT:

               DISSOLVE INTO BAR

               Kringelein and the Doctor are just entering. Kringelein is 
               changed. His hair has been cut short and his moustache is 
               gone, he looks almost saucy.

                                     DOCTOR
                              (to barman)
                         Barman -- whiskey --
                              (to Kringelein)
                         For you, Mr. Kringelein?

                                     KRINGELEIN
                         For me? -- Oh, please, something 
                         sweet and cold.

                                     BARMAN
                         A Louisiana flip, sir?

                                     KRINGELEIN
                         A Louisiana flip, that sounds very 
                         nice -- sweet, eh? --

               During the following speech Kringelein keeps reaching for 
               the moustache that is not there. He is thoroughly happy.

                                     DOCTOR
                         What do you do in the Grand Hotel? 
                         Eat -- sleep -- loaf around -- do 
                         business -- flirt a little -- dance 
                         a little. A hundred doors to one 
                         hall and nobody knows anything about 
                         the person next to him. When you 
                         leave another takes your room and 
                         lies in your bed -- the end.

               At that moment Flaemmchen enters.

                                     FLAEMMCHEN
                         Good evening, Mr. Kringelein -- 
                         Where's the Baron?

                                     KRINGELEIN
                         I'm waiting for him here. The Baron 
                         and I have been together all day. A 
                         hundred miles an hour -- in a motor 
                         car -- and in an aeroplane -- It was 
                         marvelous --

                                     FLAEMMCHEN
                         Mr. Kringelein -- How you have 
                         changed, you look so nice.

                                     KRINGELEIN
                         Oh, thank you, Miss Flaemm. Oh, 
                         please, Miss Flaemm -- Permit me, 
                         Miss Flaemm, won't you have something 
                         sweet -- a Louisiana flip.
                              (to barman)
                         A Louisiana flip.

                                     FLAEMMCHEN
                              (to barman)
                         No - absinthe.

                                     KRINGELEIN
                              (amazed)
                         Yes -- that --

               Kringelein is beating time to the music -- a little carried 
               away.

               Flaemmchen laughs.

                                     FLAEMMCHEN
                         You like music?

                                     KRINGELEIN
                         Yes -- it's stimulating -- a man 
                         might --

                                     FLAEMMCHEN
                              (mischievously)
                         A man might what?

                                     KRINGELEIN
                         I don't know -- I'd like to do 
                         anything --

                                     FLAEMMCHEN
                              (very quietly)
                         Oh -- you would!

               The Baron enters quickly.

                                     BARON
                              (to Flaemmchen)
                         Hello -- sorry I'm late.

                                     KRINGELEIN
                         Oh -- here you are, Baron. A drink -- 
                         A Louisiana flip?

                                     BARON
                         Hello, Mr. Kringelein. How do you 
                         feel now?

                                     KRINGELEIN
                         A little strange, Baron.

                                     FLAEMMCHEN
                         I'd given you up.

                                     BARON
                              (to Flaemmchen)
                         Sorry.

                                     KRINGELEIN
                         A drink, Baron -- A Louisiana flip?

                                     BARON
                         No thanks -- keeping my head clear.

                                     FLAEMMCHEN
                         Dance then?
                              (they exit)

                                     KRINGELEIN
                              (to Doctor)
                         She's beautiful -- isn't she?

                                     DOCTOR
                              (to Kringelein)
                         Oh -- there are plenty of women.

               BARON AND FLAEMMCHEN DANCING

                                     FLAEMMCHEN
                         What have you been doing all day?

                                     BARON
                         Chasing around.

                                     FLAEMMCHEN
                         Chasing what?

                                     BARON
                         Money.

               They dance a few steps, in silence.

                                     FLAEMMCHEN
                         You were very different yesterday.

                                     BARON
                         Yesterday -- yes -- that was 
                         yesterday.

               They dance into the crowd.

                                                               CUT BACK TO:

               BAR

                                     DOCTOR
                         Well, Mr. Kringelein, are you getting 
                         what you're looking for?

                                     KRINGELEIN
                         What, Doctor?

                                     DOCTOR
                         A masculine paradise -- drink, the 
                         ladies, dancing...

                                     KRINGELEIN
                         I had a very good opportunity, a 
                         young lady asked me to dance -- I 
                         ought to be able to dance, it seems 
                         to be very important.

                                     DOCTOR
                         You must learn as quickly as your 
                         time allows -- Believe me Mr. 
                         Kringelein, a man who isn't with a 
                         woman is a dead man.

                                     KRINGELEIN
                         Haven't you anyone -- Haven't you 
                         anybody -- you -- I mean -- Are you 
                         all alone in the world.

                                     DOCTOR
                              (quietly)
                         I'm always alone -- I have been 
                         everything.

                                     KRINGELEIN
                         Everything?

                                     DOCTOR
                         I was sent as a military surgeon to 
                         South Africa. Stinking climate. Taken 
                         prisoner. Home on parole not to fight. 
                         I was a surgeon in the Great War 
                         till the end. Grenade in the face. 
                         Carried diphtheria bacilli in the 
                         wound until 1920. Isolated two years.
                              (pause)
                         I've been everything.

               The music has stopped.

                                                                    CUT TO:

               BARON AND FLAEMMCHEN ON DANCE FLOOR

                                     FLAEMMCHEN
                         That was lovely.

                                     BARON
                         Will you do me a big favor?

                                     FLAEMMCHEN
                         I'll do anything for you.

                                     BARON
                         Would you like to make a man happy?

                                     FLAEMMCHEN
                              (quietly)
                         Yes -- I'd love to.

                                     BARON
                         Then dance the next number with 
                         Kringelein.

                                     FLAEMMCHEN
                         Why?

                                     BARON
                         I feel sorry for him.

                                     FLAEMMCHEN
                         You're not a bit like you were 
                         yesterday.

                                     BARON
                         I fell in love last night -- the 
                         real thing.

                                     FLAEMMCHEN
                         Oh -- there's no real thing -- it 
                         doesn't exist.

                                     BARON
                         I thought that, too -- but I found 
                         that it does. Come along, dance with 
                         Kringelein.

                                     FLAEMMCHEN
                         Anything for you.

               They move off. As they approach the bar, happily Preysing 
               pushes into scene, touches Flaemmchen's arm.

                                     PREYSING
                         Miss Flaemm.

                                     FLAEMMCHEN
                         Hello!

                                     PREYSING
                         I must speak with you, Miss Flaemm.

                                     FLAEMMCHEN
                              (with the Baron)
                         Presently, Mr. Preysing.

                                     PREYSING
                         It's urgent.

                                     BARON
                         Pardon me, the lady has urgent 
                         business here with me.

                                     PREYSING
                              (to himself)
                         Insolent -- Berlin manners.

               At that moment Kringelein has descended from the stool and 
               crosses to Preysing.

                                     KRINGELEIN
                         I wish you a very good evening, Mr. 
                         Preysing. You are staying here, too, 
                         Mr. Preysing?

                                     PREYSING
                         I don't know you.

                                     KRINGELEIN
                         Oh -- you must know me -- Kringelein 
                         at the plant. Assistant bookkeeper, 
                         building C, room twenty-three -- 
                         third floor.

                                     FLAEMMCHEN
                              (quickly)
                         Come and dance with me, Mr. 
                         Kringelein.

                                     PREYSING
                         I must speak to you, Miss Flaemm -- 
                         business.

                                     FLAEMMCHEN
                              (lightly)
                         Tomorrow morning.

                                     PREYSING
                         No -- now.

                                     FLAEMMCHEN
                         Do you gentlemen know each other, 
                         Mr. Kringelein -- Mr. Preysing -- 
                         Baron von Gaigern.

               They bow stiffly.

                                     PREYSING
                         Mr. Kringelein will be a good friend 
                         and not accept your invitation to 
                         dance.

                                     KRINGELEIN
                         I could not think of not accepting.

                                     PREYSING
                         You say that you are employed by us 
                         in Fredersdorf, and here you are in 
                         Berlin, indulging in diversions which 
                         ill befit your position and which 
                         are very much beyond your means -- 
                         Quite extraordinary, Mr. Kringelein, 
                         I think we will look into your books.

               Kringelein stands watching Preysing, his eyes narrowing.

                                     FLAEMMCHEN
                         Now, children, no fighting -- save 
                         that for the office. Let's have our 
                         dance.
                              (her arms go around 
                              Kringelein. They 
                              dance off)

                                     PREYSING
                         I'll remember you, Mr. Kringelein.

                                     BARON
                         Oh, let the poor devil alone.

                                     PREYSING
                         I did not ask your advice.

               The two men eye each other; for a moment there might be a 
               fight.

                                     BARON
                         I think it would be much better if 
                         you went away.

                                     PREYSING
                         We shall see who remains here the 
                         longer.

                                     BARON
                              (shrugging his 
                              shoulders)
                         As you will.

               Preysing leans against the bar, orders a cognac. The Baron 
               turns his back to him, watching the dancing.

                                                                    CUT TO:

               FAEMMCHEN AND KRINGELEIN ON FLOOR

                                     FLAEMMCHEN
                         You must look at my face and not at 
                         the floor.

                                     KRINGELEIN
                         Yes.

                                     FLAEMMCHEN
                         You're trembling.

                                     KRINGELEIN
                         I never danced before -- in public.

                                     FLAEMMCHEN
                         You dance splendidly.

                                     KRINGELEIN
                         I'm happy, Miss Flaemm.

                                     FLAEMMCHEN
                         Really?

                                     KRINGELEIN
                         For the first time in my life, I'm 
                         happy.

               Kringelein shows signs of exhaustion.

               Flaemmchen watches him quickly.

                                     FLAEMMCHEN
                         Let's stop -- I'm tired.

               It is obvious that she has stopped because of Kringelein's 
               distress.

                                     KRINGELEIN
                         Thank you, Miss Flaemm.

               They move back to the bar. Preysing catches Flaemmchen's 
               arm.

                                     PREYSING
                         Well now, Miss Flaemm, we can talk.

                                     KRINGELEIN
                         Some champagne, Miss Flaemm?

                                     PREYSING
                         You may go, Mr. Kringelein.

                                     KRINGELEIN
                         Does the world belong to you, Mr. 
                         Preysing?

                                     PREYSING
                         What is this insolence?

                                     KRINGELEIN
                         Do you think you have free license 
                         to be insulting? Believe me you have 
                         not. You think you're superior, but 
                         you're quite an ordinary man.

                                     PREYSING
                         Go away -- go away.

                                     FLAEMMCHEN
                         Please -- please!

                                     KRINGELEIN
                         You don't like to see me enjoying 
                         myself.

                                     PREYSING
                         Who are you? -- An embezzler most 
                         likely.

                                     KRINGELEIN
                         An embezzler -- you're going to take 
                         that back, right here in the presence 
                         of this young lady -- who do you 
                         think you're talking to? You think 
                         I'm dirt, if I'm dirt, you're a lot 
                         dirtier, Mr. Industrial Magnate 
                         Preysing.

                                     PREYSING
                         You're discharged.

                                     KRINGELEIN
                         Me?

                                     PREYSING
                         Yes you -- shut your mouth -- get 
                         out -- you're discharged.

               Kringelein's hat has fallen from the stool upon the floor. 
               Flaemmchen picks it up, brushes it.

               Kringelein starts to laugh.

               The Baron steps into the scene.

               The Doctor slowly comes from the bar.

                                     KRINGELEIN
                         You can't discharge me -- I'm my own 
                         master now -- at last. I'm ill, I'm 
                         going to die -- do you understand? 
                         I'm going to die very soon. Nothing 
                         can happen to me now. Nobody can do 
                         anything any more to me. By the time 
                         you can have discharged me I shall 
                         have been dead already.
                              (his laugh becomes a 
                              convulsive sob)

               The Baron steps between the two looking straight into 
               Preysing's face.

                                     DOCTOR
                         Come, Mr. Kringelein.
                              (he pulls him out of 
                              the scene towards 
                              the bar)

                                     PREYSING
                              (his fists clenched, 
                              between his teeth)
                         The man's insane -- he acts as if he 
                         is glad he is going to die...
                              (hesitates -- to 
                              Flaemmchen)
                         I shall see you in the lobby in half 
                         an hour.

                                    END SEQUENCE "#4"

                                      SEQUENCE "#5"

               FADE IN:

               KEY SHOT OF LOBBY OVER SENF'S HEAD

               General activity.

               The house detective, later identified, is talking to the 
               chauffeur. He leaves the chauffeur and crosses to Senf.

                                     HOUSE DETECTIVE
                         Better let him stay -- I've sent for 
                         the Baron... How's your wife coming 
                         along?

                                     SENF
                         I was at the hospital all night 
                         walking up and down the corridor. 
                         They wouldn't let me in to see her. 
                         She has the pains, but the child 
                         doesn't come and I have to stay here 
                         chained to this desk.

                                     HOUSE DETECTIVE
                         It will be all right.

                                     SENF
                         I hope so.

               At that moment Preysing enters.

                                     PREYSING
                         Did you send that page?

                                     SENF
                         The young lady's there, sir.

               Preysing glances off to see Flaemmchen standing looking 
               around.

               Preysing crosses to Flaemmchen.

                                     FLAEMMCHEN
                         Oh, yes, Mr. Preysing?

                                     PREYSING
                         Sit here.
                              (calls to a boy)
                         Cognac -- for you?

                                     FLAEMMCHEN
                         Nothing.

               At that moment the Baron and Kringelein pass.

               Preysing glances up at Kringelein as he passes.

                                     PREYSING
                         I'm going to keep an eye on that 
                         Kringelein fellow. I'll find out 
                         where he gets the money to hang around 
                         the Grand Hotel.

                                     FLAEMMCHEN
                         Well -- you want me?

                                     PREYSING
                              (looks straight at 
                              her)
                         Yes.

                                     FLAEMMCHEN
                         Well?

                                     PREYSING
                         I must go to England -- at once.

                                     FLAEMMCHEN
                         Well?

                                     PREYSING
                         You see, I'd like to take a secretary 
                         with me for my correspondence and --
                         humm -- humm -- for company on the 
                         trip -- I'm nervous -- I need somebody -- 
                         I don't know if you quite understand 
                         me. You said you have travelled with 
                         gentlemen -- and I mean --

                                     FLAEMMCHEN
                         I understand perfectly.

                                     PREYSING
                         What do you think your salary would 
                         be -- for such a trip?

                                     FLAEMMCHEN
                         Wait -- I must figure it up.
                              (she smokes and thinks)
                         First, I'll need -- clothes -- shoes -- 
                         it's cold in England in March, I'll 
                         need a suit... You'd want me to look 
                         nice?

                                     PREYSING
                         Of course -- of course.
                              (he is fidgeting)

                                     FLAEMMCHEN
                         A thousand marks --
                              (she waits anxiously 
                              thinking it might be 
                              too much)

                                     PREYSING
                         It's agreed -- I will get a room 
                         here for you.

               She is looking away.

                                     PREYSING
                         I can get a room here in the Grand 
                         Hotel for you.

               She still looks away.

                                     PREYSING
                         Can you pay some attention to me?

                                     FLAEMMCHEN
                         Oh, yes.

                                     PREYSING
                              (looking off)
                         Insolent young cub!

                                     FLAEMMCHEN
                         You mean Baron von Gaigern?

                                     PREYSING
                         Baron!

                                     FLAEMMCHEN
                         Well, he's a gentleman!

               THE BARON

               Who is leaning against a chair by a pillar with Kringelein.

               THE CAMERA APPROACHES THEM.

               They are not speaking. The Baron is looking off at:

               FLASH A SHOT FROM HIS ANGLE OF CHAUFFEUR

               Sauntering between the door and Senf's desk.

                                                                   BACK TO:

               THE BARON

               He slumps on the arm of the chair.

                                     KRINGELEIN
                              (watching him)
                         The Baron is tired?

                                     BARON
                         No, Kringelein, not tired, -- just --
                              (he shrugs his 
                              shoulders)
                         Well -- well --

                                     KRINGELEIN
                         Perhaps this evening, Baron, we could 
                         go to the Casino -- the place we 
                         passed with the marvelous bright 
                         lights?

                                     BARON
                         I'd like to Kringelein, but I can't -- 
                         I am broke!

                                     KRINGELEIN
                         Broke -- A Baron? But, Baron --

               The Baron looks off, sees the chauffeur --

                                                                    CUT IN:

               FLASH OF CHAUFFEUR

               Arguing with Senf.

                                                               CUT BACK TO:

               BARON

                                     BARON
                         Excuse me, Mr. Kringelein.
                              (he strides off)

               Keep the CAMERA on Kringelein as he watches the Baron.

               He takes out his pocket-book and looks at his money commencing 
               to count it. The thought is in his mind of offering the Baron 
               money. Charming scene.

                                                                    CUT TO:

               BARON AND CHAUFFEUR

               Moving into position. They are talking.

                                     BARON
                              (quietly)
                         I've quit.

                                     CHAUFFEUR
                         You can't.

                                     BARON
                         I'm not going to get those pearls 
                         and neither are you.

                                     CHAUFFEUR
                         What about the money?

                                     BARON
                         I'll pay you back.

                                     CHAUFFEUR
                         How?

                                     BARON
                         I have an idea working in my head...
                              (he glances at 
                              Kringelein)

                                     CHAUFFEUR
                         You might find a bullet through that 
                         head...

                                     BARON
                         If you did that, you'd get nothing 
                         except the police after you. If you 
                         wait -- I'll give you your six 
                         thousand back --

               At that moment a voice is heard.

                                     VOICE
                         Madam Grusinskaya's car -- Madam 
                         Grusinskaya's car.

               It is passed along.

                                     INSIDE PORTER
                              (calls through his 
                              little telephone)
                         Madam Grusinskaya's car --

                                     MEGAPHONE
                              (outside)
                         Madam Grusinskaya's car --

                                     BARON
                              (quickly to chauffeur)
                         Later.
                              (Chauffeur exits with 
                              bad grace.)

               Baron looks off...

               FULL SHOT -- FROM HIS ANGLE

               Like a pageant Grusinskaya sweeps forward -- pretty shot. 
               Music comes up.

               Grusinskaya is followed by Suzette, Pimenov and Meierheim. 
               People turn to look at her. She sweeps forward.

               As she gets to the door she faces the Baron. She steps quickly 
               aside to him. Pimenov and Meierheim pause.

                                     GRUSINSKAYA
                              (to them)
                         Go on please -- go on, Suzette.

               She and the Baron are alone.

                                     BARON
                              (quietly)
                         Bless you...

                                     GRUSINSKAYA
                         Are you coming to the theatre? Oh -- 
                         I shall dance tonight -- How I shall 
                         dance -- I want to feel that you are 
                         in the theatre.

                                     BARON
                         I can't.

                                     GRUSINSKAYA
                         No?

                                     BARON
                         No! I can't explain now. Oh, look -- 
                         the pearls. You wear them now...

                                     GRUSINSKAYA
                         Why do you think --

                                     BARON
                         Why?

                                     GRUSINSKAYA
                         They've brought me such good luck -- 
                         you --

               He takes her hand, kisses it quietly.

                                     GRUSINSKAYA
                         I'm worried about you.

                                     BARON
                         Don't.

                                     GRUSINSKAYA
                         On the train?

                                     BARON
                         Yes -- I will be on the train.

                                     GRUSINSKAYA
                         Till then.

                                     BARON
                         Bless you --

               During this scene Kringelein has been hovering nearby. As 
               Grusinskaya turns away and exits, Kringelein approaches the 
               Baron, who is standing perfectly still, looking off, -- his 
               mind miles away.

                                     KRINGELEIN
                         Was the Baron joking, or is it really 
                         true that the Baron is -- in financial 
                         straits.

                                     BARON
                              (lightly)
                         Absolutely true, Kringelein and I 
                         have to raise some money immediately.

                                     KRINGELEIN
                         If the Baron -- if you would permit 
                         me --

               The Baron looks at him suddenly.

                                     BARON
                         What?

                                     KRINGELEIN
                         I would be awfully glad to oblige, 
                         you've been so decent to me. Three 
                         hundred?

                                     BARON
                         If I could get into a game I might 
                         win some.

                                     KRINGELEIN
                         Gambling! I'd like that. I have over 
                         six thousand eight hundred marks 
                         with me.

                                     BARON
                         If we could scare up some men to 
                         play.

                                     KRINGELEIN
                         We could come to my room.

                                     BARON
                              (with enthusiasm)
                         Good!

               At that moment Flaemmchen passes.

                                     BARON
                         Going?

                                     FLAEMMCHEN
                         Yes --

               Flaemmchen hesitates as though she wanted to say something 
               that is on her mind.

               A curious little scene.

               She doesn't speak, she just turns suddenly through the door. 
               The Baron glances after her a little puzzled, turns back to 
               Kringelein.

                                     BARON
                         Ready, Kringelein?

                                     KRINGELEIN
                         Ready, Baron.

               They move off and are last in the crowd.

                                                                  FADE OUT:

                                   END OF SEQUENCE "#5"

                                      SEQUENCE "#6"

               No scenes 88-93 inclusive

               Sequence omitted from original script.

                                                             DISSOLVE INTO:

               KRINGELEIN'S ROOM

               Possibly ten men are gathered about a green table. They are 
               playing cards. There are champagne bottles, glasses, etc., 
               on the table -- a great deal of smoke. Good atmosphere. The 
               game is [...] fer. There is a dead silence except for the 
               monotonous words of the players.

               White faced, the Baron has the bank.

               Otternschlag is seen to close the door quietly and approach 
               the table.

               Kringelein's back is to us.

               They are smart people, not professional gamblers.

               There is a tension in the room. The men are gathered around 
               tightly. We do not see the cards.

               The following voices are heard:

                                     BARON'S VOICE
                         All right, gentlemen.

                                     VOICES
                         I play -- I play -- Here -- Up -- 
                         Playing --

                                     KRINGELEIN'S VOICE
                         Yes -- me.

               Several men glance at Kringelein and the size of his stake.

                                     KRINGELEIN
                         Is that too much, Baron?

                                     BARON
                              (glances down at his 
                              own money)
                         No -- not at all.

                                     KRINGELEIN
                         All right then.

                                     BARON
                         All right then.

               There is tension in the room. The Baron deals two cards. 
               Kringelein takes cards.

                                     A MAN
                              (quickly)
                         Don't show them.

               Kringelein turns it down. He is like a little boy learning a 
               new game.

               The Baron deals himself a card.

                                     KRINGELEIN
                              (to Baron)
                         What do I do now?

               The Baron is serious. There is enough money on the table to 
               take him to Vienna.

                                     A MAN
                              (next to Kringelein)
                         Turn 'em up.

                                     KRINGELEIN
                         Oh yes -- that's right -- look! I 
                         win, don't I --
                              (he turns the card up)

               The Baron rises.

                                     BARON
                         There you are gentlemen.

                                     A MAN
                              (to Kringelein)
                         Will you take the bank, sir?

                                     KRINGELEIN
                         Yes -- I'll take everything gentlemen -- 
                         please, let us drink -- champagne ---
                         champagne is expensive and good. I'm 
                         winning more than I used to earn in 
                         a year -- double what I used to earn.
                              (he is counting his 
                              money)

               They hand him the cards.

               Kringelein kisses the Baron -- he looks around.

                                     KRINGELEIN
                         Where is the Baron -- where are you, 
                         Baron?

               At the side table the Baron is standing -- he is drinking -- 
               his face is white -- he has lost.

                                     KRINGELEIN
                              (rising quickly)
                         Excuse me, gentlemen.

                                     DOCTOR
                              (sitting down in 
                              Kringelein's place)
                         I'll take the bank -- All right, 
                         gentlemen.

               Kringelein has come to the Baron.

                                     BARON
                         That was my last.

                                     KRINGELEIN
                         You've lost everything?

                                     BARON
                         I've no luck.

                                     KRINGELEIN
                         Pardon me, Baron. Permit me again...
                              (he puts bills in 
                              Baron's hand.)

               Baron pours out a glass of champagne -- he has been drinking 
               plenty -- he hands glass to Kringelein.

                                     BARON
                         Drink to me, Kringelein -- it's my 
                         last chance.

                                     KRINGELEIN
                              (earnestly)
                         I do drink, Baron -- I drink to you, 
                         Baron and to win.
                              (he drinks)
                         It's good, -- come along, Baron.

               They both move back to the table where the Doctor holds the 
               bank.

                                     BARON
                         I take five hundred.

                                     KRINGELEIN
                         All of that at once, Baron?

               The Baron picks cards, shows them to Kringelein who doesn't 
               understand.

                                     BARON
                         Eight.
                              (he is triumphant.)

                                     DOCTOR'S VOICE
                              (rings in background)
                         Nine.

               The Baron throws the cards into the middle of the table and 
               turns to Kringelein:

                                     BARON
                         That's it. The luck's with you.
                              (he walks away.)

                                     VOICES
                         Come along, Mr. Kringelein. Sit here.

                                     KRINGELEIN
                         I'm having luck for the first time 
                         in my life.

                                     A MAN
                         Your bank, Mr. Kringelein.

               Kringelein seats himself, puts his glass of champagne down 
               on the table.

               Doctor leaves table, crosses to Baron who is pouring another 
               drink.

                                     DOCTOR
                         Out, Baron?

                                     BARON
                              (bitterly)
                         For a while -- I'll recover -- in 
                         ten or twenty years.
                              (he points)
                         Look at that.

               He has pointed and turned off because we hear Kringelein's 
               voice:

                                     KRINGELEIN'S VOICE
                         I've won again, Baron -- I've won 
                         again.

               Baron moves out of scene followed by Doctor. As Baron 
               approaches table.

                                     KRINGELEIN
                         Baron, I drink and win -- I drink 
                         and win -- I win and drink!
                              (he is pulling money 
                              towards him, counting 
                              it, eagerly, 
                              frantically, not the 
                              movement of a miser, 
                              not a greedy movement, 
                              but the movement of 
                              an excited child 
                              liberated. Money has 
                              become so much mad 
                              paper to him.)

               During the foregoing scene, one of the men at the table has 
               answered the ringing of the telephone bell, he comes back 
               now.

                                     A MAN
                         There are complaints in the hotel 
                         about the noise.

                                     VOICES
                         What time is it? Getting late? Let's 
                         break it up!
                              (to Kringelein)
                         You've been very lucky... Where's my 
                         coat? Let's go. He's drunk anyway!... 
                         Goodnight, Baron. Let's wind up the 
                         game, I'm broke and tired; you can't 
                         play against him. I put my hat down 
                         here, somewhere. I think I'll have a 
                         drink before I go. By the way, I've 
                         got to see you tomorrow morning. 
                         How've you been, Doctor?

               Business ad lib. General business of slow normal exit.

               Kringelein looks up from counting his money. He has been 
               like a little boy with a Christmas stocking. He looks up 
               suddenly, sees men are leaving --

                                     KRINGELEIN
                         Oh, don't go, gentlemen! -- Stay a 
                         while.
                              (he stands to his 
                              feet)
                         Be my guests!

               By this time the men are pausing by the door.

                                     KRINGELEIN
                         I oughtn't to presume, but I --
                              (he is a little drunk)
                         I'm so grateful to you -- it's been 
                         so marvelous. The first time in my 
                         life I have gambled -- I've danced! 
                         Oh, you can laugh, gentlemen, but 
                         it's the first time in my life I've 
                         ever tasted life!

                                     A MAN
                              (slapping him on back)
                         Splendid!

               There is a general feeling in the room that although this 
               man is drunk he is terribly sincere, and that there is no 
               wish to embarrass themselves or him. In fact, there is a 
               nervous impatient movement among the men. But Kringelein has 
               reached an emotional pitch.

                                     KRINGELEIN
                         Life, gentlemen, is wonderful, but 
                         very dangerous. You must have courage 
                         for it, then it's wonderful. You 
                         gentlemen don't know that because 
                         you are all healthy and happy, but I -- 
                         believe me -- a man must know death 
                         and not until then does a man know 
                         anything about life.

                                     A MAN
                              (sings)
                         Rejoice in life while yet the small 
                         lamp burns.

               General noise among men, some are ribald, others are serious. 
               Two men come and shake hands with Kringelein, bidding him 
               goodnight.

               The Baron puts his hand restrainingly on Kringelein's 
               shoulder.

               Kringelein almost staggers towards the sideboard. The men 
               are nearing the door.

                                     A MAN
                              (starts singing)
                         It's a short life and a gay one...

                                     KRINGELEIN
                              (seizing a glass of 
                              champagne)
                         Every glass high to life -- the 
                         splendid, dangerous, mighty, brief --
                         brief life -- and the courage to 
                         live it.
                              (turns to Baron)
                         Baron, you know -- I've only lived 
                         since last night -- but that little 
                         while seems longer than all the time 
                         before -- all the --
                              (he collapses suddenly 
                              onto the floor)

               Business ad lib.

               The doctor is there quickly. The Baron next.

                                     MAN
                         Drunk.

                                     ANOTHER MAN
                         Poor fellow.

               General normal business ad lib between the men. Perhaps three 
               of them help him up, including the Baron. They carry 
               Kringelein to the bed.

                                     VOICES
                              (of players mingling)
                         Drunk? No, he's ill. Looks ill.
                              (well paused over:)
                         He's a doctor -- The doctor's here -- 
                         He's just drunk!

                                     DOCTOR
                         Gentlemen, this man is ill -- very 
                         ill -- if you will leave.

                                     VOICES
                         Certainly, Doctor. Goodnight! 
                         Goodnight, Baron! Bad luck!

                                     DRUNKEN MAN
                         He's not used to champagne -- why 
                         does he drink it?

               Little comedy on exit. Ad lib.

               INTERCUT FOR RELIEF -- Kringelein's face -- white, drawn, 
               tragic.

               One man, perhaps, remains.

                                     MAN
                         Can I help, doctor?

                                     DOCTOR
                         No, the Baron will stay.

                                     BARON
                         Certainly.

               Man leaves. During this scene the Baron has been carefully 
               making Kringelein comfortable on the bed, bolstering pillows 
               behind his head. Kringelein's eyes are shut tightly, his 
               hands are limp.

               By the business of the Baron, although we do not of course 
               know it, this is the time that he takes the wallet from 
               Kringelein and puts it in his own pocket.

               We might perhaps remember a sudden turn away in which we see 
               his back and his right hand raised as though reaching in his 
               inside pocket --

               He stands looking down at Kringelein.

                                     DOCTOR
                              (drops Kringelein's 
                              hand)
                         It will be over in a minute.

               Kringelein's eyes flutter. His voice sounds hoarsely:

                                     KRINGELEIN
                         Over -- over so soon -- it has just 
                         begun.
                              (he closes his eyes 
                              suddenly)
                         Oh, the pain.

                                     DOCTOR
                         Try and sleep, Kringelein, don't be 
                         afraid.

                                     KRINGELEIN
                              (mutteringly)
                         I'd like to live a little longer but -- 
                         I'm not afraid to die -- I'm not...

                                     BARON
                              (touching his shoulder 
                              gently)
                         You'll be all right, Kringelein.
                              (he moves from the 
                              bed -- takes out a 
                              cigarette, moves to 
                              the table. He seizes 
                              his drink)

                                     KRINGELEIN'S VOICE
                              (out of scene)
                         My pocketbook... my money in it...

                                     DOCTOR'S VOICE
                         What do you say -- what?

               We watch Baron's face, he looks back over his shoulder.

                                     DOCTOR'S VOICE
                         You what -- Oh, isn't it there?

                                     KRINGELEIN'S VOICE
                         No -- But no I -- Baron, I've lost 
                         my pocketbook.

               Baron turns in this scene. He walks forward toward them.

               The Doctor's hands are on Kringelein's coat.

                                     DOCTOR
                         There is no pocketbook here... On 
                         the floor probably.
                              (He glances down)

                                     KRINGELEIN
                              (starting up suddenly)
                         More than fourteen thousand marks... 
                         were in that pocketbook.

                                     DOCTOR
                              (looking at Baron)
                         Fourteen thousand marks... One can 
                         travel -- one's happiness might depend 
                         on fourteen thousand marks -- don't 
                         you think so, Baron?

                                     BARON
                              (with a shrug)
                         Quite possibly.

               At that moment, Kringelein, who has been staring up at the 
               ceiling, his hands clenching and reclenching, starts up.

                                     KRINGELEIN
                         Oh, I've got to find it.

                                     DOCTOR
                         Stay where you are.

                                     KRINGELEIN
                         No -- I must find it --
                              (he starts talking)
                         Fourteen thousand two hundred marks.
                              (he pulls himself to 
                              the side of the bed)

               The doctor goes to restrain him.

                                     KRINGELEIN
                         I'm all right, Doctor. There's no 
                         pain now -- only you don't know what 
                         that money means to a man like me.

               He is suddenly on his hands and knees, crawling along the 
               floor, looking for it, like a little boy; his drunkenness, 
               his condition, makes the situation tragic. He actually gets 
               under the card table.

               The Doctor looks at the Baron.

               The Baron only watches Kringelein. He follows him, fascinated.

                                     KRINGELEIN
                              (talking at intervals 
                              as he crawls looking 
                              for money)
                         You don't know, because you've never 
                         lived like a dog -- in a hole -- and 
                         saved and scrimped. My life hangs 
                         upon that money, Baron. Nobody gives 
                         you anything. You have to buy 
                         everything and pay cash for it. I 
                         wanted to pay for my last days with 
                         that money. Every hour costs money. 
                         I've nothing -- nothing but that 
                         pocketbook.
                              (he crawls along the 
                              floor on his hands 
                              and knees talking to 
                              the carpet as he 
                              looks)
                         I must have it back.
                              (he pauses breathless -- 
                              like an animal along 
                              the wall -- looking 
                              up at the men)

               The foregoing speech is intercut with the following action 
               in which Kringelein's voice is heard throughout -- thus it 
               is not a long speech:

               The Baron watches. He throws his cigarette away -- he bites 
               his lip -- sweat breaks out upon his forehead; again he is a 
               thief. When he wanted pearls the love of a woman stopped 
               him. Now he wants this money and pity, a slow growing pity 
               for this tragic, dying thing is stopping him -- and all the 
               time the Doctor watches.

               The one, whole eye pierces into the Baron's melting 
               conscience.

               Twice during the speech at a spot, through and during 
               rehearsal, to be selected, the Doctor's voice, droning but 
               piercing, says:

                                     DOCTOR
                         He must find his money, Baron.
                              (next time)
                         Mr. Kringelein should find his 
                         pocketbook, Baron, shouldn't he?

               These are two interjections.

               And now, Kringelein lies upon the floor, a troubled little 
               sack of pain, his head down.

               The Baron turns away. He bends down as though he were looking 
               for the pocketbook. We see him take it from his pocket and 
               turn. There is a very light, almost triumphant ring in his 
               voice as he says:

                                     BARON
                         Here -- here it is. Here's your 
                         pocketbook, Kringelein.

                                     KRINGELEIN
                              (his head coming up)
                         Oh -- yes -- that's it -- you found 
                         it -- you found it for me, Baron.

                                     BARON
                              (quickly)
                         Goodnight, Kringelein.
                              (he moves towards the 
                              door.)

                                     KRINGELEIN
                         No -- no please -- oh, don't go -- 
                         don't go -- don't leave me alone, 
                         Baron.

                                     DOCTOR
                         You've nothing to fear, Kringelein

                                     KRINGELEIN
                         No.

                                     BARON
                         Come, get up -- come let me help 
                         you.

               NOTE: If he is a strong actor he can pick Kringelein up -- 
               If not, he and Doctor lift Kringelein to bed.

                                     BARON
                         You're all right now -- it's very 
                         late -- goodnight, Kringelein.

                                     KRINGELEIN
                         Oh, no, stay here, Baron -- stay.

               Baron bites his lip. It is the first and only time in the 
               play that we see a tear near -- the strong man almost breaks.

                                     DOCTOR'S VOICE
                         Goodnight, Baron.

                                     BARON
                         Goodnight.
                              (his hand presses on 
                              Kringelein's shoulder -- 
                              he exits)

                                                              CUT OUT INTO:

               CORRIDOR

               Baron shuts door and pauses. In front of him is the door of 
               the woman he loves. Down beyond is his own empty room. In 
               his pockets nothing. In his CLOSEUP he makes the audience 
               feel his problem with him.

               This man who has lived and whistled and love through the 
               play becomes a tragic, lonely, harrassed figure. The Baron 
               has broken. His fists dig into his eyes -- he brushes his 
               hair back.

               Over this comes with almost an impertinence, a tiny whistle. 
               He looks up and away down the corridor. The figure of 
               Flaemmchen stands there, a small black bag in her hand. The 
               Baron pulls himself together and smiles characteristically. 
               He walks down the corridor.

                                     BARON
                         Flaemmchen, what are you doing here 
                         in the middle of the night.

                                     FLAEMMCHEN
                         Looking for my room -- one sixty-
                         six.

                                     BARON
                         You live here?

                                     FLAEMMCHEN
                         For tonight.
                              (she points to door -- 
                              she looks at him a 
                              long time)

                                     BARON
                         Oh!

                                     FLAEMMCHEN
                         Yes -- oh!

                                     BARON
                         Well -- such is life, Flaemmchen.

                                     FLAEMMCHEN
                         And Baron, thanks so much for 
                         everything.

               They both go into their respective rooms.

               Here are our two gay young characters. The gay, fresh 
               Flaemmchen and the debonair Baron, crucified for lack of 
               funds. Both trying to smile, both trying to be light about 
               themselves. Yet, each about to involve themselves tragically 
               for the want of a little money.

               FLAEMMCHEN'S ROOM

               Flaemmchen enters her room cautiously. Except for one lamp 
               burning the room is in darkness and empty. From the adjoining 
               door to Preysing's room a thin stream of light. She puts 
               down her bag quickly, tiptoes through the bathroom to his 
               door. She peeps through.

                                                                    CUT TO:

               FLASH OF PREYSING'S ROOM

               from her angle.

               Preysing stretched on bed flat, his stomach a mountain and 
               on it the magazine that he has been reading with Flaemmchen's 
               picture. He is looking at the ceiling. She knows he is awake 
               because a thin stream of smoke comes from his cigar in his 
               hand.

               FLASH OF FLAEMMCHEN

               An idea occurs to her. She could possibly sneak into bed and 
               he would go to sleep and there would be nothing that night.

               CAMERA FOLLOWS HER as she tiptoes to her room. She closes 
               the door noiselessly and listens. She throws off her hat and 
               takes off her coat. Opens her bag and takes out night dress, 
               lingerie, etc. The lid of her bag falls suddenly. She starts 
               at the noise. "Has it awakened him." She looks off.

               SHOT AT BATHROOM DOOR

               The thin stream of light is filled suddenly, the door of the 
               adjoining room opens and back-lighted from the other room 
               the huge form of Preysing appears. In this odd lighting he 
               is a little more than Preysing. He comes forward. He speaks 
               hoarsely, quietly.

                                     PREYSING
                         Flaemmchen!
                              (he seizes her to him)

               She goes to his arms passively. He rubs his face in her hair. 
               She is passive -- cold.

                                     PREYSING
                              (breathlessly)
                         You are late. I've been waiting for 
                         you -- waiting.

                                     FLAEMMCHEN
                         I had to arrange about the trip.

                                     PREYSING
                         You're sweet.

                                     FLAEMMCHEN
                         You think so?

               He holds her again, trying to kiss her. She deliberately 
               avoids his kiss.

                                     PREYSING
                              (awkwardly)
                         Come here.
                              (he sits heavily on 
                              the bed, sitting on 
                              her night dress.)

                                     FLAEMMCHEN
                         Here, hold up!

               Preysing rises while she pulls her night dress from under 
               him.

               He draws her to him.

                                     FLAEMMCHEN
                         Oh -- careful, Mr. Preysing.

                                     PREYSING
                         Call me -- do you know -- would you -- 
                         would you like to call me by my first 
                         name?

                                     FLAEMMCHEN
                              (pulling away, glad 
                              of an excuse for 
                              conversation)
                         Oh, no.

                                     PREYSING
                         Why not?

                                     FLAEMMCHEN
                         I couldn't do that, you're a stranger 
                         to me.

                                     PREYSING
                         You're a funny little creature, 
                         Flaemmchen. I can't make you out.

                                     FLAEMMCHEN
                         It's not funny at all. One can't get 
                         intimate just off hand. I could go 
                         to England with you and everything 
                         like that -- supposing I met you 
                         next year and I said: 'How do you 
                         do, Mr. Preysing! And you said:
                              (she imitates him)
                         'That was the young lady who was my 
                         secretary in Manchester'.

               Preysing laughs. She laughs.

                                     FLAEMMCHEN
                         That's all quite proper.
                              (she is happy again. 
                              She would rather 
                              talk than be squeezed)
                         But supposing I met you when you 
                         were with your wife and I called 
                         out: "Hello you big baby -- remember 
                         Manchester?' And you with your wife, 
                         how would you like that?

               There is a pause for a moment.

                                     PREYSING
                         Please, Flaemmchen -- we'll leave my 
                         wife out of this.

               Flaemmchen yawns straight in his face.

                                     FLAEMMCHEN
                         All right. I'll get undressed -- get 
                         out.

               He moves towards the windows which are open. She pushes his 
               fat body out, almost playfully, through the doors and onto 
               the balcony.

               Preysing stands out on the balcony. He looks down in the 
               street below, then off. He starts suddenly because he sees a 
               shadow over the railing of his own balcony. He is puzzled. 
               Shadow crosses again. "Who can be in his room?" He moves 
               forward and peeps through the window. One side of the French 
               window is closed. From his angle we see the Baron furtively 
               searching the room. He is now wearing an overcoat, the collar 
               is turned up. Business ad lib. He finds Preysing's wallet. 
               He stuffs this in his overcoat pocket. Preysing's face 
               watching him. As Baron turns to exit, Preysing surges forward, 
               pulling the window after him. The two men face each other.

                                     PREYSING
                         Aha! -- The Baron. What do you want 
                         here?

                                     BARON
                         I must have made a mistake.

                                     PREYSING
                         Made a mistake -- remarkable. We 
                         shall soon see if you made a mistake.
                              (the Baron starts to 
                              leave.)
                              (bellowing)
                         Stay here... Give me that money.

               The Baron hands him the pocketbook without a word.

                                     PREYSING
                         So that's how we stand, Baron.

                                     BARON
                         Look here, sir -- I'm completely at 
                         your mercy -- I'm desperate -- it's 
                         a matter of life or death -- I had 
                         to get some money -- tonight.

                                     PREYSING
                         Indeed you must, Baron -- you must. 
                         Humm -- humm, but you must go to 
                         jail, Baron, you're a thief.

                                     BARON
                         Be quiet.

                                     PREYSING
                         I'm going to call the police. I'm 
                         going to watch you play the great 
                         Baron with the police. Aristocrat! 
                         Aristocrat!
                              (he picks up the 
                              telephone)

               The Baron makes for the door on the other side of the room, 
               pulls at the knob.

                                     PREYSING
                         The door is locked, Baron.

               The Baron makes one dive across the room. Preysing grasps at 
               his coat and tears it. With one hand holding the telephone, 
               (the receiver dropping on its cord towards the ground) and 
               one hand holding the Baron.

                                     PREYSING
                              (into telephone)
                         Hello! Hello! --

                                     BARON
                         Don't do that.
                              (he tries to snatch 
                              the telephone from 
                              Preysing.)

               Preysing wrenches the telephone suddenly away from the Baron. 
               The action excites him.

                                     PREYSING
                         Strike me, would you? Attack me would 
                         you? Attack me --

               With a terrific lunge, Preysing brings the telephone down 
               upon the Baron's head. The Baron sways, stunned. (as in book). 
               In his mad rage, Preysing, hits again with the telephone.

                                     PREYSING
                         I'll strike you -- I'll strike you -- 
                         I'll strike you -- Strike me!

               By this time the Baron is a heap on the floor. We see Preysing 
               come out of his blind trance. He even repeats again.

                                     PREYSING
                         I strike you --
                              (with telephone 
                              foolishly in his 
                              hand, he looks down 
                              at what he has done.)

                                                                    CUT TO:

               DOWNSTAIRS TELEPHONE ROOM

               Sharp sound of buzzing.

               Dozing night girl plugs in, lazily.

                                     NIGHT GIRL
                         Yes -- yes -- Operator -- Operator --
                              (she listens -- says 
                              to herself)
                         They are having a nice little game 
                         up there with the telephone.

               With nonchalance she flicks plug out again, as she does so:

                                                                    CUT TO:

               PREYSING'S ROOM

               New angle. Preysing is on his feet. He has replaced the 
               receiver on the telephone, he is putting it back slowly. He 
               is terrified.

               Door opens behind him.

               Flaemmchen, with a dressing gown on, light, filmy thing, 
               crosses and looks down at the Baron, without a word. Preysing 
               seizes her.

               Her hand goes to her head, her eyes roll; for a moment we 
               think she is going to faint right on top of the Baron. She 
               is trying to collect her senses, it cannot be true. We can 
               hear nothing but the heavy breathing of Preysing and the 
               traffic below.

               Suddenly a motor horn in the street below sounds strident, 
               it is the first time we have been conscious of it.

               With a swift movement, Flaemmchen dashes towards the door. 
               It is locked. She rushes back as if to cut through her own 
               room. He reaches for her and rips her dressing gown from 
               her, leaving her almost naked. He lunges after her. She tears 
               through her own room.

                                                                    CUT TO:

               CORRIDOR

               Flaemmchen enters from her room. She looks this way and that. 
               After all, it is Flaemmchen and not Lillian Gish, running 
               across the ice in "Way Down East," -- it is Flaemmchen, a 
               Berlin girl. She pauses to try and clear her brain. "What 
               the hell is this -- what is it." The impulse naturally is to 
               scream in alarm. She doesn't -- Flaemmchen's don't. She looks 
               around. At the end of the passage is Kringelein's room. She 
               will go there. We watch her run down the passage uncertainly. 
               Without knocking she pushes open Kringelein's door.

                                                                    CUT TO:

               KRINGELEIN'S ROOM

               It is in darkness. The only light comes through the windows. 
               The form of Kringelein lies prone upon the bed, the Doctor 
               had just thrown a coat over him. He is still in his trousers 
               and shirt.

               Like a ghost, Flaemmchen, the shreds of her filmy clothes 
               hanging to her, crosses.

                                     FLAEMMCHEN
                              (hoarse whisper)
                         Mr. Kringelein -- Mr. Kringelein -- 
                         where are you?

               She sweeps to bed. She shakes him. Kringelein starts up.

                                     FLAEMMCHEN
                         Quick -- Mr. Kringelein.

                                     KRINGELEIN
                         Oh -- what -- what --
                              (he is looking up at 
                              what seems to be a 
                              ghost.)

               She pulls on the light by the bed, it flames up on their 
               faces.

                                     KRINGELEIN
                         Oh -- oh, Miss Flaemmchen. It's you --

                                     FLAEMMCHEN
                         Quick -- something awful -- awful 
                         has happened. Go -- go at once, -- 
                         Mr. Preysing --

                                     KRINGELEIN
                         Preysing?

               It occurs to him that this girl with her torn clothes must 
               have been roughly treated by Preysing. He suddenly assumes a 
               strength.

                                     FLAEMMCHEN
                         Oh, don't wait -- go -- it's awful -- 
                         it's awful.

               She slides down to the floor, by the side of the bed.

               Kringelein climbs out of bed, tries to help her up.

                                     KRINGELEIN
                         Stay here.

               She waves him away.

                                     FLAEMMCHEN
                         Don't wait now -- go -- Preysing.

               Kringelein assumes suddenly a strength. He is a man for a 
               crisis -- he forgets that he was ever ill -- he leaves.

               WE GO WITH HIM. CUT HIM DOWN CORRIDOR QUICKLY. He pauses 
               outside Preysing's door, uncertain of the rooms, then he 
               knocks.

                                     KRINGELEIN
                              (calling)
                         Mr. Preysing -- Oh, Mr. Preysing --

               He feels there must be a mistake -- he steps back, sees 
               Flaemmchen's door open next to it. He enters.

                                                           CUT HIM THROUGH:

               FLAEMMCHEN'S ROOM

               He enters. Looks around. Looks through bathroom. Goes quickly 
               forward.

                                                          CUT INTO REVERSE:

               PREYSING'S ROOM

               Preysing is still leaning against the table, his mouth is 
               open, he is gaping -- stunned. The two hundred and four pounds 
               has collapsed and sagged. He is staring, his victim lying -- 
               a heap upon the floor, very still and quiet. His eyes come 
               around as Kringelein enters.

               Kringelein crosses, looks down. Touches the Baron's hand.

                                     KRINGELEIN
                         Oh -- the Baron -- the Baron.

                                     PREYSING
                         He tried to rob me -- he is dead --

                                     KRINGELEIN
                         My best friend -- poor, Baron -- 
                         dead -- just like that.

                                     PREYSING
                         -- We must do something...

                                     KRINGELEIN
                              (quickly)
                         Yes, the police must be called.

                                     PREYSING
                         No -- no -- wait -- the man was a 
                         burglar -- he was going to steal my 
                         money.

                                     KRINGELEIN
                         Oh, no -- no -- not the Baron.

                                     PREYSING
                              (suddenly)
                         Where is that girl -- she was working 
                         with him -- she enticed me into her 
                         room.

                                     KRINGELEIN
                         Her room -- oh -- I see, Mr. Preysing -- 
                         I understand, Mr. General Director 
                         Preysing.

                                     PREYSING
                              (frantically)
                         I can answer for this, it was self-
                         defense -- I can answer for this -- 
                         but that girl -- the scandal -- my 
                         wife -- my daughters, you know them?

                                     KRINGELEIN
                         Yes, I know them --

                                     PREYSING
                         The scandal -- we are men -- you -- 
                         you could take that affair of the 
                         young lady upon yourself -- take her 
                         and hold your tongue. Then you can 
                         travel -- I'll give you anything -- 
                         anything -- she was with you.

                                     KRINGELEIN
                         We must call the police, your 
                         excellency.

               Preysing takes him by the shoulders.

                                     PREYSING
                         How much -- how much do you want -- 
                         you need money -- you have nothing.

                                     KRINGELEIN
                         Don't worry about me, Mr. General 
                         Director Pryesing -- worry about 
                         yourself.
                              (he picks up receiver)
                         There has been a murder -- this is 
                         room one sixty-four.

                                                                    CUT TO:

               TELEPHONE ROOM

               Telephone girl plugs in.

                                     GIRL
                         Hello -- hurry up... hurry up... 
                         someone in one sixty-four says there 
                         has been a murder.

                                                                    CUT TO:

               HALL PORTER

               The scene gradually grows intense. Porter calls night man.

                                     PORTER
                         Here - quick - here -- go to one 
                         sixty-four immediately.
                              (calls back on 
                              telephone)
                         Give me Mr. Rohna -- Rohna the 
                         manager.

                                                                    CUT TO:

               ROHNA'S ROOM

               Darkened room. Bell ringing. Rohna sits up in bed, turns on 
               light, picks up telephone; on his face we see him hear the 
               news.

                                     ROHNA
                         Where?... murder?... who?... all 
                         right, I'm coming. Wait a minute.
                              (speaks in a monotone)
                         Instruct everyone to use the utmost 
                         tact -- we must have no scandal in 
                         the Grand Hotel. Answer no questions, 
                         I'm coming now -- inform the police.

               (he replaces the telephone commences dressing quickly)

                                                                    CUT TO:

               GRUSINSKAYA'S ROOM

               Trunks standing around everywhere. Suzette is finishing 
               packing. Grusinskaya is sitting in front of the mirror in a 
               loose night wrap -- she is doing her hair.

                                     SUZETTE
                         Madam should sleep.

                                     GRUSINSKAYA
                         I've done my hair differently -- do 
                         you like that?

                                     SUZETTE
                         When a lady falls in love she does 
                         her hair differently.

                                     GRUSINSKAYA
                              (rising)
                         In the middle of the night -- those 
                         flowers make me think of a funeral. 
                         Laurels and tube-roses.
                              (she pushes the window 
                              closed, shivers, it 
                              is chilly. She crosses 
                              the room turning out 
                              one of the lights)
                         Oh, think, Suzette -- the Villa and 
                         the sun at Tremezzo -- quiet -- simple -- 
                         happy -- we'll have a guest, Suzette.

                                     SUZETTE
                              (quietly)
                         Yes, Madam. And now Madam will sleep. 
                         It is not long 'till the train.

                                     GRUSINSKAYA
                         Goodnight, Suzette.

               Suzette leaves -- turning out a light.

               Alone, Grusinskaya goes to the telephone. She raises the 
               receiver.

                                     GRUSINSKAYA
                         Hello -- can you tell me if Baron 
                         von Gaigern is in his room -- ring 
                         him.
                              (talking to herself)
                         Cherie, I must wake you or you'll 
                         miss the train.
                              (into phone)
                         ...yes... are you ringing, he may be 
                         asleep.
                              (to herself)
                         Cherie, you must get up and fetch me 
                         from my room -- I'm longing for you, 
                         Cherie -- I have not been to sleep -- 
                         I kept thinking you would come to 
                         me.
                              (into phone)
                         ...Oh, but he must answer. Ring -- 
                         ring -- ring.

               CUT IN HERE at discretion the:

               BARON'S EMPTY ROOM

               Telephone is ringing.

                                                               CUT BACK TO:

               GRUSINSKAYA'S ROOM

                                     GRUSINSKAYA
                              (to herself)
                         Cherie, hurry -- hurry -- hurry. 
                         Answer the phone -- what is the 
                         matter.
                              (into phone)
                         Ring him -- ring him.
                              (to herself)
                         Where are you -- where are you, 
                         Cherie? Why don't you answer?
                              (into phone)
                         Well, ring him -- please -- please.

                                                           FADE OUT SLOWLY:

                                   END OF SEQUENCE "#6"

                                      SEQUENCE "#7"

               Music up as we --

               FADE IN ON:

               DISSOLVE INTO - EXTERIOR SERVICE ENTRANCE OF HOTEL

               The trees and the milk cart effect and other curious signs 
               of dawn, which we remember after the climax of the first 
               sequence.

               Music cold and eerie.

                                                              DISSOLVE OUT:

               General early morning bustle and activity.

               From one van, fruit and vegetables are being unloaded. From 
               another, huge hind quarters of beef are being carried in and 
               in a monotonous way a baker throws two loaves at a time, to 
               another man, from a van backed up --

                                     BAKER
                              (counting)
                         Forty-two -- forty-four -- forty-six -- 
                         forty-eight -- fifty -- fifty-two --

               Waiters coming to work. A noisy racket.

               Sandwiched between the bread and butcher vans, is backed a 
               hearse.

               At the moment we come upon it, the men are pausing in their 
               work to glance. The men take off their caps, as; proceeded 
               by the hotel detective and others, who will be there, the 
               corpse of the Baron in the basket, used at such time, is 
               brought out and placed in the hearse, which drives noisily 
               away. A policeman rides with the driver on the box.

               By this time the man with the bread is counting: 

                                     BAKER
                         One hundred and eight -- one hundred 
                         and ten -- one hundred and twelve...

               Stay with him for a moment.

                                                              DISSOLVE OUT:

               DISSOLVE INTO - EXTERIOR FRONT OF HOTEL

               Shooting onto door - day lighting.

               A man comes out and signals a black closed limousine, which 
               pulls forward.

                                                              DISSOLVE OUT:

               DISSOLVE INTO - MAIN HOTEL LOBBY

               Early morning. Sense of chill and desolation. Some chairs 
               stand on tables. A vacuum cleaner is at work on the carpets. 
               Newspaper boys are delivering papers at the news stand. The 
               various shops are slowly being opened, the windows being 
               cleaned.

               The general feeling of the beginning of another day.

               THE CAMERA waits at a distance shooting from door as Preysing, 
               with a plain clothes man on either side of him, leaves, moving 
               towards THE CAMERA. He is grim, his hat is drawn over his 
               eyes. His hands deep in his pockets. When he has passed the 
               CAMERA MOVES FORWARD TO:

               SENF'S DESK

               (the old shot) Meierheim is entering quickly goes through 
               the door.

               He crosses now to Pimenov. They talk eagerly out of earshot. 
               But it is apparent that Meierheim is, as usual, in a hurry.

               Rohna is there too. One of the men carries a telephone stand, 
               wrapped loosely in paper. But we know it's the telephone 
               stand.

               Senf comes on duty, looks around, it is apparent that he is 
               late.

                                     CLERK
                         The night clerk has already gone -- 
                         you are late.

                                     SENF
                         Man -- I was at the clinic the whole 
                         night -- there are no words to 
                         describe what my wife suffered.

                                     CLERK
                         And the child isn't coming?

                                     SENF
                         No -- no -- not yet. Well, I mustn't 
                         let it interfere with my duty. Any 
                         news here?

                                     CLERK
                         News? Yes -- killing in number one-
                         sixty-four.

                                     SENF
                         What? -- Who? -- Whom?

                                     CLERK
                         The big manufacturer killed Baron 
                         von Gaigern.

                                     SENF
                         Good heavens. What for?

                                     CLERK
                         I don't know.

                                     SENF
                         Man -- that's terrible. He was a 
                         nice fellow -- I am sorry about him.

                                     CLERK
                         It seems that he was a thief and an 
                         imposter.

                                     SENF
                         I don't believe it -- he was a real 
                         gentleman. I know people... I'm so 
                         tired I can hardly see out of my 
                         eyes. No sleep for two nights and so 
                         many duties and now this killing in 
                         the hotel -- that means a lot of 
                         work. But it's too bad about the 
                         Baron, you always felt better when 
                         he came along -- always friendly -- 
                         such an agreeable fellow.

                                     CLERK
                         Most imposters are --

               A number of bellboys march up and form a line. Senf comes 
               from behind the desk and inspects them.

                                     SENF
                         Good morning.

                                     BOYS
                              (in chorus)
                         Good morning.

                                     SENF
                         Show your hands.

               They show their hands.

                                     SENF
                              (to one boy)
                         You have dirty nails -- you little 
                         pig -- you're no good... Caps off! -- 
                         Let's see your hair.
                              (Boys take off their 
                              caps)
                         Good -- caps on!
                              (Boys put on their 
                              caps)
                         Where is number seven?... Not here?
                              (to clerk)
                         Take his name -- if he comes late 
                         again today, he's fired. Dismissed!

               The boys sit down on the bench.

               THE CAMERA MOVES TO KRINGELEIN.

               Kringelein and the police officer move towards the desk in 
               ear shot.

                                     KRINGELEIN
                         Please, officer.

                                     OFFICER
                         That will be sufficient for the 
                         present, sir, you may travel in peace.

               Kringelein exits.

                                                                    CUT TO:

               CORRIDOR BY ELEVATOR

               As Kringelein emerges from the elevator, Suzette speaking to 
               the Floor Clerk.

                                     SUZETTE
                         And they've taken him away.

                                     FLOOR CLERK
                         Yes -- it's terrible.

                                     SUZETTE
                         Madam must not know -- you understand -- 
                         Madam must not know.

                                     FLOOR CLERK
                         I will tell the maids. I cannot answer 
                         for downstairs --

               Suzette hurries down corridor. By this time Kringelein has 
               arrived at his door, he opens it.

                                                                    CUT TO:

               KRINGELEIN'S ROOM

               Kringelein opens the door and enters. Flaemmchen is looking 
               into space. A lovely picture. Morning light over her hair, 
               she is dressed.

                                     KRINGELEIN
                         What's the matter?

                                     FLAEMMCHEN
                         Oh -- I was thinking -- Poor Baron -- 
                         Lying there, his eyes so open.

                                     KRINGELEIN
                         You loved the Baron, didn't you?

                                     FLAEMMCHEN
                         Yes --

                                     KRINGELEIN
                         So did I. He was friendly to me as 
                         no man ever was.

                                     FLAEMMCHEN
                         Perhaps he really was a burglar -- 
                         But they don't kill a man for that.

                                     KRINGELEIN
                         He was in desperate straits. He'd 
                         been trying to raise money all day. 
                         He laughed -- Poor devil! And then a 
                         man like Preysing kills him.

                                     FLAEMMCHEN
                              (naively)
                         I didn't like Preysing right off.

                                     KRINGELEIN
                         Then why did you have anything to do 
                         with him?

                                     FLAEMMCHEN
                              (simply)
                         Money!

                                     KRINGELEIN
                         Yes, of course, -- money!

                                     FLAEMMCHEN
                         You don't understand that do you?

                                     KRINGELEIN
                         Of course I do -- I never knew what 
                         money really meant till I started 
                         spending it. Do you know --
                              (he is silent a moment)
                         I can hardly believe that anything 
                         so beautiful should come to me from 
                         Preysing -- I'll take care of you. 
                         Will -- will you let me?

                                     FLAEMMCHEN
                         What?

                                     KRINGELEIN
                         You'll have a good time with me. 
                         Want to? I've got enough money. Ten 
                         thousand two hundred in my pocketbook. 
                         Three thousand four hundred that I 
                         won. It will last a long time. I can 
                         win more -- we'll travel.

                                     FLAEMMCHEN
                         Yes -- to Paris? I wanted to go there 
                         always.

                                     KRINGELEIN
                         Wherever you like. Here I'll give 
                         you the money I won, three thousand 
                         four hundred. Later you can have 
                         more.

                                     FLAEMMCHEN
                         Later?

                                     KRINGELEIN
                         When I -- I'm ill, Flaemmchen -- It 
                         will not be long -- I'll not last 
                         long. Will you stay with me until...

                                     FLAEMMCHEN
                         Nonsense! We'll find a great doctor, 
                         he'll cure you. They can cure anything 
                         these days.

                                     KRINGELEIN
                         Do you believe that you will have a 
                         better time with me than you would 
                         with Preysing?

                                     FLAEMMCHEN
                         Oh yes, of course.

                                     KRINGELEIN
                              (takes her hands)
                         Do you like me better?

                                     FLAEMMCHEN
                         You're a good man, Mr. Kringelein -- 
                         a very good man.

               Kringelein straightens, happy, inspired, a smile on his face. 
               He assumes in his gestures. Takes the telephone.

                                     KRINGELEIN
                              (into telephone)
                         When is the next train leaving for 
                         Paris? -- Yes... Get two tickets for 
                         me... and my bill please... and the 
                         lady's -- Miss Flaemm's.
                              (puts down telephone)
                              (to Flaemmchen)
                         We have to hurry let's pack -- we'll 
                         have breakfast on the train.

                                                                    CUT TO:

               CORRIDOR

               The figure of Grusinskaya is standing at her door, there is 
               no one with her. Suzette steps out.

                                     SUZETTE
                         Madam, it is Mr. Meierheim -- he is 
                         waiting downstairs.

                                     GRUSINSKAYA
                         Where is Pimenov? Where is Pimenov?
                              (she looks off.)

               FLASH OF PIMENOV

               coming out of the elevator.

               Grusinskaya hurries down to Pimenov -- they meet.

                                     PIMENOV
                              (breathlessly)
                         He will be on the train.

                                     GRUSINSKAYA
                         But when did he go? How do you know?

               She crosses and looks in the Baron's room. A maid is there 
               changing the bedding. The room is unoccupied otherwise.

                                     GRUSINSKAYA
                         Baron von Gaigern has left?

               The maid nods.

                                     GRUSINSKAYA
                         When? How long ago?

               Maid shrugs her shoulders.

                                     VOICE OF FLOOR CLERK
                         The Baron left about half an hour 
                         ago, Madam.

                                     PIMENOV
                         Oh -- Gru -- come, come -- we'll 
                         lose the train.

               While they are waiting for the elevator Grusinskaya is like 
               a live electric wire.

               The elevator arrives. They are stepping in.

                                                                    CUT TO:

               LOBBY

               General activity. We hear the cry go up:

                                     VOICE
                         Madam Grusinskaya's car...

               Grusinskaya comes out of the elevator followed by Suzette 
               and Pimenov. Meierheim meets her.

                                     MEIERHEIM
                         Come along, oh, Madam, come along. 
                         The train will be going.

                                     GRUSINSKAYA
                         Wait a minute. I've got to ask myself.

                                     PIMENOV
                         What's the use of asking, Gru -- he 
                         is at the train -- He will be there.

                                     MEIERHEIM
                         The troupe, the scenery, everything -- 
                         all on board, waiting. You have a 
                         rehearsal in Vienna tomorrow morning. 
                         Come, Madam, are you mad?

               Grusinskaya crosses to the desk. She speaks to Senf.

                                     GRUSINSKAYA
                         Have you seen Baron von Gaigern?

                                     ROHNA
                              (comes over quickly)
                         The Baron is not here, Madam.

                                     GRUSINSKAYA
                         He is gone?

                                     ROHNA
                         Yes, Madam.

                                     MEIERHEIM
                         Four minutes past. Please come.

                                     PIMENOV
                         Come, Lisaveta, he will be there -- 
                         he will be there.

                                     MEIERHEIM
                              (calling)
                         Madam Grusinskaya's car.

               Grusinskaya, followed by the others, sweeps out towards the 
               door.

                                                                    CUT TO:

               EXTERIOR HOTEL

               Grusinskaya emerges, followed by the others. The sunlight 
               hits them.

                                     GRUSINSKAYA
                         Oh, the sun -- it will be sunny in 
                         Tremezzo --

                                     MEIERHEIM
                         Every seat for the opening has been 
                         sold at Vienna. Sold out for three 
                         days.

                                     GRUSINSKAYA
                         I know -- I know -- but it will be 
                         sunny in Tremezzo. We'll have a guest 
                         then.

                                     SUZETTE
                              (knowingly)
                         Yes, Madam.

                                     VOICE
                         Madam Grusinskaya's car.

               Grusinskaya moves forward.

                                                                    CUT TO:

               LOBBY

                                     SENF
                              (at telephone)
                         Grand Hotel, Head Porter. What? 
                         There's been -- a child born? A boy! 
                         Yes! My child born! It is healthy... 
                         and my wife? Doing well -- all well!
                              (to Clerk)
                         The child has come. They are both 
                         alive. My child...

                                                                    CUT TO:

               BY ELEVATOR

               At this moment Kringelein and Flaemmchen are coming out of 
               the elevator, Kringelein is carrying his suitcase.

               A bellboy attempts to take his bag but Kringelein, still 
               confused draws his hand with the suitcase away from the 
               bellboy.

                                     FLAEMMCHEN
                         Let him take it.

                                     BELLBOY
                         Your bag, your Excellency --

               Hearing the word 'Excellency' Kringelein goes through a 
               transformation. He stands and with a flourish hands the 
               suitcase over to the boy. He is a big man now.

                                     KRINGELEIN
                              (very definitely to 
                              boy)
                         Cab please!

                                     BELLBOY
                         Cab, for his Excellency, Mr. 
                         Kringelein!

                                     KRINGELEIN
                              (to Flaemmchen)
                         And now we travel, Flaemmchen... 
                         Glad?

                                     FLAEMMCHEN
                         Am I!

                                     KRINGELEIN
                              (to Senf)
                         Is the bill ready -- the lady's too?

                                     SENF
                         At once. Any forwarding address, Mr. 
                         Kringelein?

                                     KRINGELEIN
                         Yes, Paris -- Grand Hotel.

                                     FLAEMMCHEN
                         How do you know there is a Grand 
                         Hotel?

                                     KRINGELEIN
                         Oh, there must be one in Paris... 
                         They have everything in Paris.

                                     SENF
                         Your bill, Your Excellency.

               Kringelein pays and taking Flaemmchen's arm starts to move 
               away from the desk, General business ad lib of tipping. Boys 
               line up, making a deep bow. There is almost a triumphant 
               march as Kringelein and Flaemmchen move towards the door.

                                     SENF CLERK BOYS
                              (in chorus)
                         Come again, your Excellency.

               With head erect, happy smile on his face, Kringelein leaves 
               the lobby. Normal activity in lobby, reminding us of opening 
               scene. Doctor comes up to desk.

                                     DOCTOR
                         Was that Mr. Kringelein leaving?

                                         THE END