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Ninotchka Movie Script

Writer(s) : Melchior Lengyel, Charles Brackett, Billy Wilder, Walter Reisch

Genres : Comedy, Romance

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                                        NINOTCHKA

                                       Written by

                      Charles Brackett, Billy Wilder & Walter Reisch


                                   Based on a story by

                                     Melchior Lengyel


                                      SHOOTING DRAFT

                                           1939

                

               FADE IN ON:

               AN ESTABLISHING SHOT OF PARIS IN THE MONTH OF APRIL

                                                               DISSOLVE TO:

               THE LUXURIOUS LOBBY OF THE HOTEL CLARENCE

               CAMERA MOVES to a CLOSE SHOT of the desk. In the background 
               is a revolving door leading to the street. Through the 
               revolving door comes a strangely dressed individual, obviously 
               one who doesn't belong in such surroundings. It is Comrade 
               Buljanoff, a member of the Russian Board of Trade. Despite 
               the spring climate of Paris, he still wears his typical 
               Russian clothes, consisting of a coat with a fur collar, a 
               fur cap, and heavy boots.

               Buljanoff glances around the lobby, obviously over-whelmed 
               by its magnificence. The Manager, puzzled by Buljanoff's 
               strange appearance, approaches him.

                                     MANAGER
                              (politely)
                         Is there anything I can do for you, 
                         monsieur?

                                     BULJANOFF
                         No, no.

               He exits toward the street. The Manager returns to his 
               customary duties, when suddenly a second Russian, similarly 
               dressed, pushes his way through the door and gazes around. 
               It is Comrade Iranoff.

               The Manager, definitely mystified by now, approaches him.

                                     MANAGER
                         Yes, monsieur?

                                     IRANOFF
                         Just looking around.

               Iranoff exits. Again the Manager returns to his duties, when 
               suddenly he sees that a third man, dressed in the same 
               fashion, has appeared in the revolving door. It is Comrade 
               Kopalski.

               Kopalski doesn't leave the revolving door at all but as it 
               turns, drinks in the whole spectacle of the lobby. The Manager 
               is by now dumfounded.

               STREET IN FRONT OF THE HOTEL CLARENCE

               A taxi stands at the curb. Buljanoff and Iranoff are waiting 
               beside it, Iranoff holding a suitcase. Kopalski, returning 
               from the hotel, joins the group.

                                     KOPALSKI
                         Comrades, why should we lie to each 
                         other? It's wonderful.

                                     IRANOFF
                         Let's be honest. Have we anything 
                         like it in Russia?

                                     ALL THREE
                              (agreeing with him)
                         No, no, no.

                                     IRANOFF
                         Can you imagine what the beds would 
                         be in a hotel like that?

                                     KOPALSKI
                         They tell me when you ring once the 
                         valet comes in; when you ring twice 
                         you get the waiter; and do you know 
                         what happens when you ring three 
                         times? A maid comes in -- a French 
                         maid.

                                     IRANOFF
                              (with a gleam in his 
                              eye)
                         Comrades, if we ring nine times... 
                         let's go in.

                                     BULJANOFF
                              (stopping him)
                         Just a minute -- just a minute -- I 
                         have nothing against the idea but I 
                         still say let's go back to the Hotel 
                         Terminus. Moscow made our reservations 
                         there, we are on an official mission, 
                         and we have no right to change the 
                         orders of our superior.

                                     IRANOFF
                         Where is your courage, Comrade 
                         Buljanoff?

                                     KOPALSKI
                         Are you the Buljanoff who fought on 
                         the barricades? And now you are afraid 
                         to take a room with a bath?

                                     BULJANOFF
                              (stepping back into 
                              the taxi)
                         I don't want to go to Siberia.

               Iranoff and Kopalski follow him reluctantly.

                                     IRANOFF
                         I don't want to go to the Hotel 
                         Terminus.

                                     KOPALSKI
                         If Lenin were alive he would say, 
                         "Buljanoff, Comrade, for once in 
                         your life you're in Paris. Don't be 
                         a fool. Go in there and ring three 
                         times."

                                     IRANOFF
                         He wouldn't say that. What he would 
                         say is "Buljanoff, you can't afford 
                         to live in a cheap hotel. Doesn't 
                         the prestige of the Bolsheviks mean 
                         anything to you? Do you want to live 
                         in a hotel where you press for the 
                         hot water and cold water comes and 
                         when you press for the cold water 
                         nothing comes out at all? Phooey, 
                         Buljanoff!"

                                     BULJANOFF
                              (weakening)
                         I still say our place is with the 
                         common people, but who am I to 
                         contradict Lenin? Let's go in.

               All three start to leave the taxi, as we

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE -- AT THE DESK

               Buljanoff, Iranoff, and Kopalski are approaching the Manager, 
               their only suitcase carried by two of them.

                                     KOPALSKI
                         Are you the manager?

                                     MANAGER
                              (eyeing the three 
                              suspiciously)
                         Yes.

                                     KOPALSKI
                         Pardon me for introducing Comrade 
                         Iranoff, member of the Russian Board 
                         of Trade.

                                     MANAGER
                              (bowing with strained 
                              politeness)
                         Monsieur.

                                     IRANOFF
                         This is Comrade Kopalski.

                                     MANAGER
                         Monsieur.

                                     BULJANOFF
                         I am Comrade Buljanoff.

                                     MANAGER
                         Monsieur.

                                     BULJANOFF
                         May I ask how much your rooms are?

                                     MANAGER
                              (trying to get rid of 
                              them)
                         Well, gentlemen, I'm afraid our rates 
                         are rather high.

                                     BULJANOFF
                         Why should you be afraid?

               The other two nod their agreement. The Manager has noted the 
               single suitcase.

                                     MANAGER
                              (haughtily)
                         I might be able to accommodate you. 
                         Is there some more luggage?

                                     IRANOFF
                         Oh, yes, but have you a safe here 
                         big enough to hold this?

                                     MANAGER
                         I'm afraid we have no boxes of that 
                         size in our vault, but there is one 
                         suite with a private safe...

                                     IRANOFF
                         That's even better.

                                     MANAGER
                         But, gentlemen, I am afraid...

                                     BULJANOFF
                         He's always afraid.

               The other two exchange a look of agreement again.

                                     MANAGER
                              (a little annoyed)
                         I just wanted to explain. The 
                         apartment may suit your convenience 
                         but I doubt that it will fit your 
                         convictions. It's the Royal Suite.

               The mention of the Royal Suite startles the three.

                                     BULJANOFF
                         Royal Suite!
                              (To the manager)
                         Just a minute.

               The Three Russians take a step away from the manager and go 
               into a huddle.

                                     BULJANOFF
                              (in a low voice)
                         Now Comrades, I warn you... if it 
                         gets out in Moscow that we stay in 
                         the Royal Suite we will get into 
                         terrible trouble.

                                     IRANOFF
                              (defending his right 
                              to a good time)
                         We'll just say we had to take it on 
                         account of the safe. That's a perfect 
                         excuse. There was no other safe big 
                         enough.

               The other two welcome the suggestion with relish.

                                     BULJANOFF AND IRANOFF
                         That's right. Good, very good.

               Suddenly Buljanoff grows skeptical again.

                                     BULJANOFF
                         Of course, we could take out the 
                         pieces and distribute them in three 
                         or four boxes in the vault and take 
                         a small room. That's an idea, isn't 
                         it?

               For a moment all three see their bright plans crumble. Then 
               Iranoff comes to the rescue.

                                     IRANOFF
                         Yes, it's an idea, but who says we 
                         have to have an idea?

               Buljanoff and Kopalski see the logic of this and their faces 
               light up.

                                     BOTH
                         That's right... that's right.

                                     BULJANOFF
                              (turning to the Manager)
                         Give us the Royal Suite.

               The Manager leads the three toward the elevator. The CAMERA 
               FOLLOWS THEM and NARROWS DOWN to the suitcase carried by two 
               of the Russians.

                                                               DISSOLVE TO:

               DARK INTERIOR OF SAFE -- ROYAL SUITE

               We hear from the outside the turning of a key, the opening 
               of a door, then the turning of the dial, and then we see the 
               safe door open. Through the open door we now see the Royal 
               Suite. The Three Russians are standing in front of the safe. 
               One of them puts the suitcase into it.

               MEDIUM SHOT -- ROYAL SUITE OF THE HOTEL CLARENCE

               Shooting from the interior of the room toward the safe. The 
               Three Russians are standing around it. As Buljanoff and 
               Iranoff close the safe door, Kopalski walks out of the shot. 
               The CAMERA STAYS for a few seconds on Buljanoff and Iranoff, 
               then PANS OVER to the center of the room, where a waiter is 
               setting a breakfast table. He is the former Count Rakonin, a 
               Russian exile employed by the Hotel Clarence. Rakonin is 
               looking with great interest toward the safe, and as he does 
               so we hear Kopalski's voice talking into the telephone.

                                     KOPALSKI'S VOICE
                         Will you connect me with Mercier... 
                         yes, the jeweler...

               Rakonin pricks up his ears and looks toward the telephone.

               CLOSE SHOT -- KOPALSKI -- AT TELEPHONE

                                     KOPALSKI
                         I want to speak with Monsieur Mercier 
                         personally... Hello, Monsieur Mercier? 
                         This is Kopalski of the Russian Board 
                         of Trade. We arrived this morning... 
                         Thank you.

               CLOSE SHOT -- RAKONIN

               As he sets the breakfast table, his interest in the telephone 
               conversation increases.

                                     KOPALSKI'S VOICE
                         Yes, everything is here. The necklace 
                         too. All fourteen pieces... What? 
                         No, Monsieur Mercier, the court jewels 
                         of the Duchess Swana consisted of 
                         fourteen pieces. Why don't you check 
                         on that? Naturally, we have all the 
                         necessary credentials.

               As the voice continues, we

                                                               DISSOLVE TO:

               SERVICE STAIRCASE -- HOTEL CLARENCE

               Rakonin hurries down the stairs, buttoning his overcoat around 
               him. He exits through a door to the street.

               STREET CORNER NEAR THE HOTEL CLARENCE

                                                                   WIPE TO:

               Rakonin is getting into a taxi.

                                     RAKONIN
                              (to taxi driver)
                         Eight Rue de Chalon.

                                                                   WIPE TO:

               INSERT the House Number "8"

               above the doorway of a Parisian apartment house. Camera pulls 
               back to medium shot of the whole entrance. Into it is striding 
               a typical Parisian playboy. He is Count Leon d'Algout.

               ENTRANCE HALL -- SWANA'S APARTMENT

               The door is being opened by Swana's maid. Leon enters like a 
               man thoroughly at home.

                                     MAID
                         Good morning, Count.

                                     LEON
                         Good morning.

                                     MAID
                         Her Highness is still dressing.

                                     LEON
                              (as he walks toward 
                              Swana's door)
                         That's all right.

               LONG SHOT -- SWANA'S ROOM

               Swana sits at her dressing table in a negligee. Leon enters 
               with the easy air of an old friend. He kisses her lightly.

                                     SWANA
                         Hello, Leon!

                                     LEON
                         Good morning, Swana.

               During Swana's long speech he sits down, not paying much 
               attention to her patter, lights a cigarette, and glances 
               through a magazine.

                                     SWANA
                         It's really a wretched morning... 
                         wretched. I can't get myself right. 
                         I wanted to look mellow and I look 
                         brittle. My face doesn't compose 
                         well... all highlights... how can I 
                         dim myself down, Leon? Suggest 
                         something. I am so bored with this 
                         face. I wish I had someone else's 
                         face. Whose face would you have if 
                         you had your choice? Oh, well, I 
                         guess one gets the face one deserves.

                                     LEON
                         Your conversation has one marvelous 
                         advantage, Swana. However many 
                         questions you ask you never expect 
                         an answer.

                                     SWANA
                         Don't you find that restful?... Why 
                         didn't you come last night?

                                     LEON
                         Darling, I was busy looking out for 
                         your interests.

                                     SWANA
                         Did you win?

                                     LEON
                              (enthusiastically)
                         We can forget horse racing, roulette, 
                         the stock market... our worries are 
                         over! You remember that platinum 
                         watch with the diamond numbers? You 
                         will be in a position to give it to 
                         me.

                                     SWANA
                              (with humor)
                         Oh, Leon, you are so good to me.
                              (She kisses him)

                                     LEON
                         We can be rich if you say the word. 
                         I had dinner with the Guizots last 
                         night.

                                     SWANA
                              (contemptuously)
                         Those newspaper people?

                                     LEON
                         You'd be surprised how many nice 
                         people dine with the Guizots.

                                     SWANA
                         What a gruesome proof of the power 
                         of the press!

                                     LEON
                         Now listen, Swana... I sold Monsieur 
                         Guizot the idea of publishing your 
                         memoirs in the Gazette Parisienne. 
                         "The Life and Loves of the Grand 
                         Duchess Swana of Russia"!

                                     SWANA
                              (protestingly)
                         Oh, Leon!

                                     LEON
                         Sweetheart, we won't have to bother 
                         about our future if you are willing 
                         to raffle off your past!

                                     SWANA
                         Was it for this that I refused to 
                         endorse Dr. Bertrand's Mouthwash? I 
                         could have made a little fortune by 
                         saying that the Vincent Vacuum Cleaner 
                         was the only vacuum cleaner ever 
                         used by the Romanoffs... and now you 
                         want them to smear my life's secrets 
                         over the front page of a tabloid?

                                     LEON
                         I understand how you feel, but there 
                         is a limit to everything, particularly 
                         pride and dignity. They are willing 
                         to pay any price! They have a 
                         circulation of two million!

                                     SWANA
                         Imagine two million clerks and shop 
                         girls peeking into my life for a 
                         sou! Think of my lovely life being 
                         wrapped around cheese and blood 
                         sausages! I can see a big grease 
                         spot in the midst of my most intimate 
                         moments!

               Leon knows on which note to play for Swana's benefit.

                                     LEON
                         Well, I am the last person to persuade 
                         you, but don't do it blindly... if 
                         this is your decision, you must be 
                         prepared to face the consequences...
                              (With the expression 
                              of a man ready to 
                              give his all)
                         I will have to go to work.

               Swana rises and goes over to Leon. His method has been highly 
               successful.

                                     SWANA
                         My little Volga boatman! Stop 
                         threatening! I don't deserve this.
                              (Embracing him)
                         Are you my little Volga boatman?

                                     LEON
                         Now, Swana...

                                     SWANA
                         First tell me, are you my little 
                         Volga boatman?

                                     LEON
                              (anything to stop her)
                         Yes, I'm your little Volga boatman.

                                     SWANA
                              (walking back to the 
                              dressing table)
                         Well... two million readers... I 
                         know exactly what they want. Chapter 
                         One: "A Childhood behind Golden Bars. 
                         Lovely Little Princess Plays with 
                         Rasputin's Beard."

               Leon sits down next to her, growing enthusiastic.

                                     LEON
                         I've got one chapter Guizot thinks 
                         is terrific. "Caviar and Blood." 
                         Swana escapes over the ice!

                                     SWANA
                         A couple of bloodhounds and we have 
                         Uncle Tom's Cabin.

                                     LEON
                              (thinking of another 
                              idea)
                         Darling, this would be wonderful! 
                         Just once... weren't you attacked by 
                         a Bolshevik?

                                     SWANA
                              (straining her memory)
                         Was I? No... not by a Bolshevik!

                                     LEON
                         Too bad! Brings our price down ten 
                         thousand francs!

               There is a knock on the door.

                                     SWANA
                         Come in.

               The Maid enters.

                                     MAID
                         Count Rakonin asks the privilege of 
                         a few words, Your Highness.

                                     LEON
                         Count Rakonin?

                                     SWANA
                         He's a waiter at the Clarence, poor 
                         devil. You know him.

                                     LEON
                         Oh, yes.

                                     SWANA
                         Tell him I won't be able to see him 
                         for a half an hour.

                                     MAID
                         The Count says if it could be as 
                         soon as possible. It is luncheon 
                         time and he is just between courses.

               The Maid exits. Swana walks toward the door of the living 
               room.

               LIVING ROOM -- SWANA'S APARTMENT

               A charming room, which manages to create a little of the 
               atmosphere of Old Russia. Rakonin stands, his overcoat still 
               buttoned about him, waiting nervously. Swana enters, leaving 
               the door ajar. Rakonin approaches her with the respect he 
               would have paid her at the Imperial Court.

                                     RAKONIN
                         Your Highness.

                                     SWANA
                         How do you do, my friend.

                                     RAKONIN
                         Your Highness, forgive this intrusion, 
                         but...

                                     SWANA
                         What is it, Rakonin? Did you lose 
                         your job?

                                     RAKONIN
                         No, madame, something of the utmost 
                         importance... it concerns your jewels.

                                     SWANA
                         My jewels?!

                                     RAKONIN
                         I remember one birthday of His 
                         Majesty, our beloved Czar... I had 
                         the honor of being on guard at the 
                         summer palace... I still see you 
                         bending before His Majesty... You 
                         wore your diadem and a necklace... 
                         your face seemed to be lighted by 
                         the jewels.

                                     SWANA
                              (puzzled)
                         Why do you bring this up after so 
                         many years?

                                     RAKONIN
                         They are here!... Your jewels!... 
                         Here in Paris!

                                     SWANA
                         Alexis! Do you know what you are 
                         saying?

                                     RAKONIN
                         This morning three Soviet agents 
                         arrived. I overheard a telephone 
                         conversation with Mercier, the 
                         jeweler. Your Highness, they are 
                         going to sell them!

               MEDIUM SHOT -- DOOR OF BEDROOM

               From the door of the bedroom appears Leon, his face alert.

                                     LEON
                         Did I hear something about jewels?

                                     SWANA
                         Rakonin, bless him, has given me the 
                         most amazing news!

               MEDIUM CLOSE -- SWANA AND RAKONIN

               Swana goes to the telephone.

                                     SWANA
                              (into phone)
                         Balzac 2769...
                              (to Leon)
                         My lawyer...

               Leon steps to her side, highly interested.

                                     RAKONIN
                         I am sorry... I have to leave.

                                     SWANA
                              (to Rakonin)
                         Thank you so much, my friend. I will 
                         get in touch with you.

               Count Rakonin leaves.

                                     SWANA
                              (into phone)
                         This is the Duchess Swana... I want 
                         to speak to Monsieur Cornillon... 
                         it's very important... please get 
                         him right away... Hello, Monsieur 
                         Cornillon? The most incredible thing 
                         has happened! My jewels are here in 
                         Paris! Three Bolshevik swine are 
                         trying to sell them! Yes... yes... 
                         we must act immediately!... Call the 
                         police... Have them arrested!... 
                         Well, then, get an injunction!... 
                         But do something, Monsieur Cornillon!
                              (apparently the answer 
                              is some objection 
                              from Cornillon)
                         ...But they are my jewels! There 
                         must be some way of getting them 
                         back!

                                     LEON
                              (just as nervous as 
                              Swana)
                         What does he say?

                                     SWANA
                              (to Leon)
                         Shhh!
                              (into phone)
                         ...But how can there be a question?... 
                         Are you my lawyer or theirs?... All 
                         right, I'll let you know!

               She hangs up, rises, the legal situation whirling around in 
               her brain.

                                     LEON
                         What did he say?

                                     SWANA
                              (discouraged)
                         It looks pretty hopeless... there 
                         may be a chance... that's all... The 
                         French Government has recognized 
                         Soviet Russia and he doubts that 
                         they will risk a war for my poor 
                         sake. He might be able to make up 
                         some kind of a case but it would 
                         cost money, money, money!... That's 
                         all they are interested in -- those 
                         lawyers!

                                     LEON
                              (taking her in his 
                              arms)
                         Darling, calm down. Why do you need 
                         a lawyer? Haven't you your little 
                         Volga boatman?

               Swana looks up at him, hope dawning in her eyes, as we

               INSERT OF THE JEWELS

                                                               DISSOLVE TO:

               spread out on a table in the Royal Suite. Camera pulls back 
               to a LONGER SHOT. We see Mercier, the jeweler, examining the 
               jewels with an eyepiece screwed in his eye. Around him stand 
               the Three Russians. Mercier, a middle-aged man of the greatest 
               suavity and elegance, but a shrewd trader none the less, 
               looks up.

                                     MERCIER
                         Very good... superb... excellent... 
                         it would be foolish to belittle the 
                         quality of the merchandise but your 
                         terms are impossible. My counteroffer 
                         is the absolute maximum.

                                     KOPALSKI
                         But, Monsieur Mercier...

                                     MERCIER
                              (continuing)
                         Gentlemen, I'll let you in on a little 
                         secret... we are only undertaking 
                         this deal for the prestige involved, 
                         and, quite frankly, we are expecting 
                         to take a loss.

               Iranoff draws Buljanoff aside and whispers in his ear.

                                     IRANOFF
                              (whispering)
                         Capitalistic methods...

                                     BULJANOFF
                         They accumulate millions by taking 
                         loss after loss.

               The telephone rings.

                                     BULJANOFF
                              (answering phone)
                         Hello... this is Buljanoff, Iranoff, 
                         and Kopalski... Who?... Count 
                         d'Algout?... No, no... it must be a 
                         mistake... we can't be disturbed.

                                     MERCIER
                              (continuing)
                         I assure you no one else could meet 
                         the figure named by my syndicate... 
                         at least under the present economic 
                         conditions.

                                     KOPALSKI
                         We can wait.

                                     IRANOFF
                              (pompously)
                         Do we give the impression of people 
                         who are pressed for money?

                                     MERCIER
                         Yes. Gentlemen... let's put our cards 
                         face down. Right now there is a 
                         Russian commission in New York trying 
                         to sell fifteen Rembrandts. There is 
                         another in London mortgaging the oil 
                         fields in Baku. You need money and 
                         you need it quickly. I think my offer 
                         is fair and does not even take 
                         advantage of your situation.

               CLOSE-UP -- BULJANOFF, IRANOFF, AND KOPALSKI

                                     KOPALSKI
                              (to Mercier)
                         Just a minute.

               The Three Russians step to one side.

                                     IRANOFF
                              (in a low voice)
                         He's cutting our throat...

                                     BULJANOFF
                         But what can we do?... We have to 
                         accept.

                                     KOPALSKI
                         Comrades! Comrades! Don't let's give 
                         in so quickly. After all we have to 
                         uphold the prestige of Russia.

                                     BULJANOFF
                         All right, let's uphold it for another 
                         ten minutes.

               SHOT OF THE WHOLE GROUP

               There is a knock at the door. Iranoff walks toward it, unlocks 
               it, opens it a little. In the door appears Leon.

                                     IRANOFF
                         We don't want to be disturbed.

                                     LEON
                         My name is Count d'Algout. I 
                         telephoned.

                                     IRANOFF
                         If you want to see us you must come 
                         later.

                                     LEON
                         I just want a word with Monsieur 
                         Mercier.

                                     IRANOFF
                         But you can't...

               Leon pushes his way in. He approaches Monsieur Mercier. The 
               Russians get between him and the jewels and during the 
               following scene put them back into the safe.

                                     LEON
                         Monsieur Mercier. May I introduce 
                         myself? I am Count Leon d'Algout. I 
                         think I had the pleasure of meeting 
                         you in your beautiful shop. I was 
                         admiring a platinum watch with diamond 
                         numbers.

                                     MERCIER
                         Oh, yes, yes...

                                     LEON
                              (glancing at the jewels)
                         Glorious, aren't they?

                                     KOPALSKI
                         Now, monsieur, you have no right...

                                     LEON
                              (very charmingly)
                         Just a moment.
                              (to Mercier)
                         I hope you haven't closed this deal, 
                         Monsieur Mercier. It might bring you 
                         into serious difficulties.

                                     ALL THREE RUSSIANS
                         Who are you? What do you want? What 
                         is this?

                                     LEON
                         These jewels are the property of the 
                         Duchess Swana of Russia, and were 
                         seized illegally by the Soviet 
                         Government. I am acting for Her 
                         Highness, the Duchess. Here is my 
                         power of attorney.

               He hands it to Mercier, who reads it.

                                     IRANOFF
                              (excitedly)
                         You know, Monsieur Mercier, this is 
                         all non-sense.

                                     KOPALSKI
                         These may have been the jewels of 
                         the Duchess Swana, but, like all 
                         private property, they were 
                         confiscated by the State.

                                     LEON
                         We'll leave the problem of their 
                         ownership to the French courts. 
                         Meanwhile I have filed a petition 
                         for an injunction to prohibit you 
                         from either selling or removing the 
                         jewels. Here is a copy.

               The Russians take the copy of the injunction, read it 
               flabbergasted. As they do so, Leon turns to Monsieur Mercier.

                                     LEON
                         I thought it my duty to warn you. I 
                         would hate to see you get in any 
                         trouble, monsieur.

                                     MERCIER
                         Thank you.
                              (he turns to the 
                              Russians)
                         Gentlemen, this introduces a new 
                         element into our negotiations. Until 
                         this claim is completely settled...

                                     KOPALSKI
                         We can call our ambassador.

                                     IRANOFF
                         I give you my word! They were 
                         confiscated legally!

                                     MERCIER
                         Please try to understand my position. 
                         I am not with-drawing. My offer stands 
                         and as soon as you produce a clear 
                         title, approved by the French courts, 
                         the deal is settled. Until then, 
                         good day.

               He bows and starts toward the door. Leon accompanies him, 
               opening the door as though he were the host.

                                     LEON
                              (intimately)
                         I hope you will forgive me, Monsieur 
                         Mercier.

                                     MERCIER
                              (in a low voice)
                         On the contrary. I consider myself 
                         very lucky. Good day.

               He bows.

                                     LEON
                              (bowing)
                         Good day, monsieur.

               Mercier leaves. Leon closes the door and turns back into the 
               room to the three outraged Russians.

                                     LEON
                              (jauntily)
                         Well, gentlemen... how about a little 
                         lunch?

                                     IRANOFF
                         Get out of here!

                                     LEON
                         Don't look so gloomy, gentlemen. All 
                         is not lost. You may have a chance.

                                     KOPALSKI
                              (bursting forth)
                         We may have a chance.

                                     LEON
                         Yes... a very slim one. I want to be 
                         fair. I don't deny that you might 
                         make out some kind of a case.

                                     KOPALSKI
                         We haven't anything to discuss with 
                         you. We'll talk to a lawyer!

                                     LEON
                         All right -- go ahead... you talk to 
                         the lawyer and I'll talk to the judge!

                                     IRANOFF
                         That won't help you! You can't 
                         intimidate us!

                                     KOPALSKI
                         Soviet Russia will put all its might 
                         behind this case.

                                     BULJANOFF
                         You think because you represent the 
                         former Duchess...

                                     LEON
                         The Duchess...

                                     BULJANOFF
                         The former Duchess!

                                     LEON
                         In any case, gentlemen, a charming, 
                         beautiful, exquisite woman. I warn 
                         you, if this case comes to trial it 
                         will be before a French court, and 
                         when the Duchess takes the stand...

                                     IRANOFF
                         All right, go ahead, get her on the 
                         witness stand! What can she say?

                                     LEON
                         But how will she look? The fashions 
                         this spring are very becoming to 
                         her. Gentlemen, the judge will be 
                         French, the jury will be French, 
                         everybody in that courtroom will be 
                         French. Have you ever seen a French 
                         court when a beautiful woman sits on 
                         the witness stand and lifts her skirt 
                         a little? You sit down and pull up 
                         your pants and where will it get 
                         you?

                                     IRANOFF
                         I suppose you expect us to hand over 
                         the jewels?

                                     LEON
                         Oh, no, no. I am not a highwayman, 
                         I'm just a nuisance. All I'm trying 
                         to do is make things as difficult as 
                         possible.

                                     BULJANOFF
                         Not that we are giving in one inch, 
                         but tell us... what is in your mind?

                                     LEON
                         Well, gentlemen, how about my 
                         proposition?

                                     IRANOFF
                         What proposition?

                                     LEON
                         I just said let's have a little lunch.
                              (picking up the 
                              telephone)
                         Room service.

               MEDIUM SHOT -- CORRIDOR OF THE HOTEL CLARENCE

                                                               DISSOLVE TO:

               shooting toward door leading to the Royal Suite. Two waiters 
               are wheeling in a table on which is a block of ice filled 
               with caviar and a collection of the most delicious hors 
               d'oeuvres. They enter the room. After the door is closed we 
               hear from within loud SOUNDS of approval from Buljanoff, 
               Iranoff, and Kopalski. The CAMERA STAYS on the door. After a 
               few seconds a very good-looking cigarette girl enters the 
               room and from within we HEAR even louder SOUNDS of approval. 
               Next a waiter enters carrying champagne and another with 
               glasses on a tray. As they are going into the room, the 
               cigarette girl comes out and runs excitedly down the corridor. 
               Camera pans with her away from the door as she starts down 
               the staircase.

               MEDIUM SHOT -- DOOR OF THE ROYAL SUITE

               Some of the waiters come out, others go in, carrying further 
               delicacies.

               MEDIUM SHOT -- HEAD OF STAIRCASE

               Up the staircase pants the cigarette girl, followed by two 
               other cigarette girls. Camera pans with them as they rush 
               toward the door of the Royal Suite and enter. From within we 
               HEAR terrific greetings. The CAMERA REMAINS ON THE DOOR as 
               we SLOWLY DISSOLVE INTO EVENING.

               The electric lights are lit and a band of five Hungarian 
               musicians enters carrying typical Hungarian instruments, 
               including a cimbalom.

               LONG SHOT -- ROYAL SUITE

               The orchestra is playing; the Three Russians, very high by 
               now, are dancing with the girls. One of them is wearing the 
               cigarette tray of one of the girls. It is a harmless but 
               loud and hilarious party. Apart from all the hullabaloo sits 
               Leon at the desk, a telegraph blank before him.

                                     LEON
                         Hey, Sascha! Serge! Misha!

               The three come to him, all in the gayest, most agreeable 
               mood.

                                     KOPALSKI
                         Yes, Leon...

                                     IRANOFF
                              (pawing him)
                         What is it, my boy?

                                     LEON
                         About this telegram to Moscow. Why 
                         should you bother? I'll write it for 
                         you.

                                     BULJANOFF
                         Leon... Leonitchka...
                              (he embraces Leon)
                         Why are you so good to us?
                              (he kisses Leon)

                                     IRANOFF
                              (kissing Leon too)
                         Leon, my little boy.

                                     KOPALSKI
                              (joining them)
                         Oh, Leon, you are so good.

                                     LEON
                              (freeing himself as 
                              best he can)
                         What's the name of that Commissar on 
                         the Board of Trade?

                                     IRANOFF
                         Razinin.

                                     LEON
                              (writing)
                         Razinin, Board of Trade, Moscow.

                                     KOPALSKI
                         You wouldn't like Razinin.

                                     BULJANOFF
                         He's a bad man. Sends people to 
                         Siberia!

                                     IRANOFF
                         We don't like Razinin.

                                     BULJANOFF
                              (again pawing Leon)
                         We like you, Leon -- don't we like 
                         Leon?

               The others join him and kiss Leon.

                                     IRANOFF AND KOPALSKI
                         Yes, we like Leon... little 
                         Leonitchka.

               This brings on a new frenzy of Russian affection. Leon frees 
               himself and rises.

                                     LEON
                         How does this strike you? Commissar 
                         Razinin, Board of Trade, Moscow. 
                         Unexpected situation here. Duchess 
                         Swana in Paris claims jewels, and 
                         has already brought injunction against 
                         sale or removal. After long and 
                         careful study we suggest in the 
                         interest of our beloved country a 
                         fifty-fifty settlement as best 
                         solution. Iranoff, Buljanoff, and 
                         Kopalski.

                                     KOPALSKI
                         If we say that, Leon... we'll be 
                         sent to Siberia!

                                     IRANOFF
                         And if we have to go to Siberia...

                                     LEON
                              (still looking over 
                              the telegram)
                         I'll send you a muff.

                                     BULJANOFF
                         Oh, why are you so good to us?

                                     IRANOFF AND KOPALSKI
                         Yes, you are so good, Leon.

               Again they overwhelm Leon with an avalanche of Russian 
               affection. At this moment Rakonin enters with some new bottles 
               of champagne. The Russians immediately leave Leon and direct 
               their affection toward Rakonin, embracing and kissing him.

                                     ALL THREE RUSSIANS
                         Comrade waiter, dear waiteritchka!... 
                         Why are you so good to us? You good 
                         waiter!

               After Rakonin has turned over the champagne to the Russians, 
               Leon takes him aside.

                                     LEON
                         Take this telegram to the telegraph 
                         office at once!

                                     RAKONIN
                         Yes, monsieur.

               He leaves the room.

               CLOSE SHOT -- DOOR LEADING TO CORRIDOR OF HOTEL CLARENCE

               Rakonin comes out with the telegram. The CAMERA PANS with 
               him as he hurries down the corridor, reading it. The CAMERA 
               NARROWS DOWN on an insert of the telegram as we

                                                               DISSOLVE TO:

               TELEGRAPH WIRES OVER A WIDE SWEEP OF COUNTRY

                                                               DISSOLVE TO:

               TELEGRAPH WIRES OVER THE ROOFS OF MOSCOW

               Pan down past the roof of an official building to a CLOSE 
               SHOT of a window. Behind it stands Razinin, reading the 
               telegram. He is a violent, militant Bolshevik.

               The telegram fills him with rage. As he crumples it, and 
               stares into space, his expression bodes ill for Buljanoff, 
               Iranoff, and Kopalski.

                                                                  FADE OUT:

               MEDIUM SHOT -- UPPER CORRIDOR OF HOTEL CLARENCE

               FADE IN:

               shooting toward door of elevator. The elevator comes up and 
               stops, the door opens, and the Three Russians step out. They 
               are very smartly dressed and look like any urbane gentlemen 
               coming from the races. Two of them have racing glasses. As 
               they walk toward the Royal Suite, Lady Lavenham, an elderly 
               English aristocrat, comes out of her room.

                                     LADY LAVENHAM
                         Good afternoon, messieurs, mes 
                         Comrades.

                                     ALL THREE RUSSIANS
                         Good afternoon, Lady Lavenham.

                                     KOPALSKI
                         And how is Lord Lavenham?

                                     BULJANOFF
                         ...and little Lady Beatrice?

                                     LADY LAVENHAM
                         Very well. Did fortune favor you at 
                         the races?

                                     IRANOFF
                         Comme ci, comme ca.

                                     LADY LAVENHAM
                         I understand... nothing to write 
                         home about.

                                     BULJANOFF
                              (alarmed)
                         Who wants to write home about it?

                                     LADY LAVENHAM
                         It's just a saying. How about joining 
                         us Saturday night for dinner? We're 
                         having a few friends.

                                     KOPALSKI
                         Are we free, Buljanoff?

                                     BULJANOFF
                         Possibly.

                                     IRANOFF
                         We'll manage.

                                     LADY LAVENHAM
                         Then let's say at nine.

                                     BULJANOFF
                         Black tie or white tie?

                                     LADY LAVENHAM
                         Oh, let's make it white.

                                     BULJANOFF
                         Certainly!

                                     LADY LAVENHAM
                         Au revoir.

                                     ALL THREE RUSSIANS
                         Au revoir.

               As they walk into the Royal Suite, Buljanoff tosses off an 
               urbane comment.

                                     BULJANOFF
                         Nice people.

               ANTEROOM OF ROYAL SUITE

               As the three enter, the telephone rings. Buljanoff and 
               Kopalski go into the living room. Iranoff answers the 
               telephone.

                                     IRANOFF
                              (into telephone)
                         Yes, Leon...
                              (a little bit annoyed)
                         What is it, Leon?... You can't hurry 
                         such things... You must give Moscow 
                         a little time... There's nothing we 
                         can do about it... why don't you 
                         drop in later?... Au revoir...

               He steps into the living room.

               LIVING ROOM

               As Iranoff enters Buljanoff rushes toward him.

                                     BULJANOFF
                         Misha! Misha!

                                     IRANOFF
                         What is it?

                                     BULJANOFF
                         A telegram from Moscow! It must have 
                         been here all day!

                                     KOPALSKI
                              (joining them and 
                              reading telegram)
                         Halt negotiations immediately. Envoy 
                         extraordinary arrives Thursday six 
                         ten with full power. Your authority 
                         cancelled herewith. Razinin.

                                     IRANOFF
                         It is Thursday!

                                     BULJANOFF
                         It's six o'clock already!

               They rush into the bedroom.

                                     KOPALSKI
                         I always said it would be Siberia!

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE

               Manager at desk. Iranoff, Buljanoff, and Kopalski rush from 
               the direction of the elevator. Iranoff pauses at the desk. 
               The others go on to the door and wait for him there.

                                     IRANOFF
                              (to Manager)
                         A Special Envoy is coming from Moscow. 
                         He'll occupy the Royal Suite. Move 
                         our things to the smallest room you've 
                         got.

                                     MANAGER
                         Yes, monsieur.

                                     IRANOFF
                         Right away... instantly!

               From the door Buljanoff and Kopalski call impatiently.

                                     BULJANOFF AND KOPALSKI
                         Iranoff!

                                     IRANOFF
                         I'm coming!

               As he starts toward the door, we

                                                               DISSOLVE TO:

               PLATFORM -- PARIS RAILROAD STATION

               The train has already arrived as the Three Russians hurry 
               down the platform. Neither do they know the name of the Envoy 
               Extraordinary, nor his appearance, and they are searching 
               the crowd for some clue.

                                     IRANOFF
                         This is a fine thing. Maybe we've 
                         missed him already.

                                     KOPALSKI
                         How can you find somebody without 
                         knowing what he looks like?

               Iranoff points to a bearded man with a knapsack.

                                     IRANOFF
                         That must be the one!

                                     BULJANOFF
                         Yes, he looks like a comrade!

               They follow the man, but just as they are ready to approach 
               him he is greeted by a German Girl. Both raise their hands 
               in the Nazi salute.

                                     BEARDED MAN AND GIRL
                         Heil Hitler!

               As the two embrace, the Three Russians stop in their tracks.

                                     KOPALSKI
                         No, that's not him...

                                     BULJANOFF
                         Positively not!

               By now the platform is almost empty. As the Russians in the 
               foreground look around helplessly, we see in the background 
               a woman who obviously is also looking for someone. It is 
               Ninotchka Yakushova, the Envoy Extraordinary. The Russians 
               exchange troubled looks and go toward her. Ninotchka comes 
               forward. As they meet she speaks.

                                     NINOTCHKA
                              (to Iranoff)
                         I am looking for Michael Simonovitch 
                         Iranoff.

                                     IRANOFF
                         I am Michael Simonovitch Iranoff.

                                     NINOTCHKA
                         I am Nina Ivanovna Yakushova, Envoy 
                         Extraordinary, acting under direct 
                         orders of Comrade Commissar Razinin. 
                         Present me to your colleagues.

               They shake hands. Ninotchka's grip is strong as a man's.

                                     IRANOFF
                         Comrade Buljanoff...

                                     NINOTCHKA
                         Comrade.

                                     IRANOFF
                         Comrade Kopalski...

                                     NINOTCHKA
                         Comrade.

                                     IRANOFF
                         What a charming idea for Moscow to 
                         surprise us with a lady comrade.

                                     KOPALSKI
                         If we had known we would have greeted 
                         you with flowers.

                                     NINOTCHKA
                              (sternly)
                         Don't make an issue of my womanhood. 
                         We are here for work... all of us. 
                         Let's not waste time. Shall we go?

               The Russians are taken aback. As Ninotchka bends down to 
               lift her two suitcases, Iranoff calls:

                                     IRANOFF
                         Porter!

               A Porter steps up to them.

                                     PORTER
                         Here, please...

                                     NINOTCHKA
                         What do you want?

                                     PORTER
                         May I have your bags, madame?

                                     NINOTCHKA
                         Why?

                                     KOPALSKI
                         He is a porter. He wants to carry 
                         them.

                                     NINOTCHKA
                              (to Porter)
                         Why?... Why should you carry other 
                         people's bags?

                                     PORTER
                         Well... that's my business, madame.

                                     NINOTCHKA
                         That's no business... that's a social 
                         injustice.

                                     PORTER
                         That depends on the tip.

                                     KOPALSKI
                              (trying to take 
                              Ninotchka's bags)
                         Allow me, Comrade.

                                     NINOTCHKA
                         No, thank you.

               Ninotchka takes both suitcases and walks away with the Three 
               Russians, whose nervousness has increased with every word 
               from the Envoy Extraordinary.

                                     BULJANOFF
                         How are things in Moscow?

                                     NINOTCHKA
                         Very good. The last mass trials were 
                         a great success. There are going to 
                         be fewer but better Russians.

               The hearts of the Three Russians drop to their boots, as we

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE

               Ninotchka, followed by the Russians, comes through the lobby, 
               observing every detail of these unfamiliar surroundings.

               Suddenly she stops. In the showcase of a hat shop in the 
               lobby is displayed a hat of the John-Frederic's type.

                                     NINOTCHKA
                         What's that?

                                     KOPALSKI
                         It's a hat, Comrade, a woman's hat.

               Ninotchka shakes her head.

                                     NINOTCHKA
                         Tsk, tsk, tsk, how can such a 
                         civilization survive which permits 
                         women to put things like that on 
                         their heads. It won't be long now, 
                         Comrades.

               She walks out of the shot toward the elevator, followed by 
               the Three Russians, as we

                                                               DISSOLVE TO:

               ROYAL SUITE

               Ninotchka enters, followed by the Three Russians, who by now 
               are frightened to death.

                                     BULJANOFF
                         This is the apartment we have reserved 
                         for you, Comrade Yakushova. I hope 
                         you like it.

                                     NINOTCHKA
                              (glancing around the 
                              tremendous room)
                         Which part of the room is mine?

                                     IRANOFF
                         You see... it is a little different 
                         here. They don't rent rooms in pieces. 
                         We had to take the whole suite.

               Ninotchka begins to unpack her things and puts her typewriter 
               on the desk.

                                     NINOTCHKA
                         How much does this cost?

                                     IRANOFF
                         Two thousand francs.

                                     NINOTCHKA
                         A week?

                                     IRANOFF
                         A day.

                                     NINOTCHKA
                         Do you know how much a cow costs, 
                         Comrade Iranoff?

                                     IRANOFF
                         A cow?

                                     NINOTCHKA
                         Two thousand francs. If I stay here 
                         a week I will cost the Russian people 
                         seven cows.
                              (with an outburst of 
                              emotion)
                         Who am I to cost the Russian people 
                         seven cows?

                                     BULJANOFF
                         We had to take it on account of the 
                         safe.

                                     IRANOFF
                         For ourselves... we are much happier 
                         now since we moved to a little room 
                         next to the servants' quarters.

               Ninotchka takes Lenin's picture from her bags.

                                     NINOTCHKA
                         I am ashamed to put the picture of 
                         Lenin in a room like this.
                              (she puts the 
                              photograph on the 
                              desk)
                         Comrades, your telegram was received 
                         with great disfavor in Moscow.

                                     KOPALSKI
                         We did our best, Comrade.

                                     NINOTCHKA
                         I hope so for your sake.
                              (she sits at her desk 
                              and starts to type 
                              her report)
                         Let us examine the case. What does 
                         the lawyer say?

                                     BULJANOFF
                         Which lawyer?

                                     NINOTCHKA
                         You didn't get legal advice?

                                     BULJANOFF
                         We didn't want to get mixed up with 
                         lawyers. They are very expensive 
                         here. If you just say hello to a 
                         lawyer... well, there goes another 
                         cow.

                                     KOPALSKI
                         We dealt directly with the 
                         representative of the Grand Duchess. 
                         I am sure if we call him he will 
                         give you a very clear picture.

                                     NINOTCHKA
                         I will not repeat your mistake. I 
                         will have no dealings with the Grand 
                         Duchess nor her representative.

               Ninotchka continues to type. The Three Russians watch her 
               nervously. Each click pounds on their consciences.

                                     NINOTCHKA
                              (looking up)
                         Comrade Buljanoff...

                                     BULJANOFF
                         Yes, Comrade?

                                     NINOTCHKA
                         Do you spell Buljanoff with one or 
                         two f's?

                                     BULJANOFF
                              (with fright in his 
                              voice)
                         With two f's, if you please.

               Ninotchka goes on with her typing. Suddenly she looks up at 
               Iranoff, who becomes self-conscious and fixes his tie. As he 
               does so he sees that Ninotchka's glance is concentrated on 
               the spats which he was wearing and in his hurry forgot to 
               remove. He knows it is too late to do anything about it except 
               to stand one foot behind the other, as Ninotchka types faster, 
               the clicking of her keys twice as loud. Ninotchka picks up 
               the telephone.

                                     NINOTCHKA
                              (into phone)
                         Will you send me some cigarettes, 
                         please?
                              (suddenly getting up)
                         Comrades, I am not in a position to 
                         pass final judgment but at best you 
                         have been careless in your duty to 
                         the State.
                              (with utmost gravity)
                         You were entrusted with more than a 
                         mere sale of jewelry. Why are we 
                         peddling our precious possessions to 
                         the world at this time? Our next 
                         year's crop is in danger and you 
                         know it. Unless we can get foreign 
                         currency to buy tractors there will 
                         not be enough bread for our people. 
                         And you three comrades...

                                     KOPALSKI
                         We did it with the best intentions...

                                     NINOTCHKA
                         We cannot feed the Russian people on 
                         your intentions. Fifty per cent to a 
                         so-called Duchess!... Half of every 
                         loaf of bread to our enemy! Comrade 
                         Kopalski, go at once to our Embassy 
                         and get the address of the best lawyer 
                         in Paris.

                                     KOPALSKI
                         Yes, Comrade.

                                     NINOTCHKA
                         You, Comrade Iranoff, go to the Public 
                         Library and get me the section of 
                         the Civil Code on property.

                                     BULJANOFF
                         Is there anything I can do, Comrade?

                                     NINOTCHKA
                         You might get me an accurate map of 
                         Paris. I want to use my spare time 
                         to inspect the public utilities and 
                         make a study of all outstanding 
                         technical achievements in the city.

                                     BULJANOFF
                         Yes, Comrade.

               The buzzer rings.

                                     NINOTCHKA
                         Come in.

               The three Cigarette Girls enter.

                                     CIGARETTE GIRLS
                              (gaily)
                         Hello! Hello! Cigarettes?

               Ninotchka looks up astonished. Seeing her, the Cigarette 
               Girls freeze. The Russians stand by quietly.

                                     NINOTCHKA
                              (looking at the 
                              Russians)
                         Comrades, you seem to have been 
                         smoking a lot.

                                                                  FADE OUT:

               MEDIUM SHOT -- LOBBY -- HOTEL CLARENCE -- EVENING

               FADE IN:

               shooting past the desk toward the revolving door. The 
               telephone rings and the Desk Clerk answers.

                                     DESK CLERK
                         Desk... yes, Monsieur Kopalski...
                              (he writes down the 
                              message)
                         ...you are expecting Count d'Algout... 
                         uh huh... but he is not to go to the 
                         Royal Suite under any circumstances. 
                         He should go to your new room, 985? 
                         Thank you, monsieur.
                              (he hangs up the 
                              receiver)

               A few seconds later Ninotchka, naturally completely unaware 
               of the telephone conversation, passes by. She carries a map 
               in her hand.

                                     DESK CLERK
                         Good evening, madame.

                                     NINOTCHKA
                         Good evening. She exits out the door.

               EXTERIOR, HOTEL CLARENCE

               Ninotchka emerges, unfolds the map.

               CLOSE-UP -- MAP OF PARIS

               in the hands of Ninotchka. The CAMERA ZOOMS down to a CLOSE-
               UP of the little drawing of the Hotel Clarence on the map. 
               The CAMERA then PANS OVER from the Clarence toward the 
               opposite side of the street, but before we reach the opposite 
               side we see that in the center of the street is a little 
               isle of safety. The CAMERA proceeds PANNING to the opposite 
               side of the square and we

                                                               DISSOLVE TO:

               The Real Location Corresponding to That Seen on the Map and 
               seen from the same ANGLE. It is evening, and along the street 
               comes Leon on his way to the hotel. The CAMERA PANS with him 
               as he crosses the street. He reaches the isle of safety and 
               there passes Ninotchka, who has come from the other side. 
               They pass on the little isle without noticing each other. 
               Suddenly we hear the whistle of a traffic policeman and both 
               Ninotchka and Leon have to step back to the little isle.

               CLOSE SHOT -- NINOTCHKA AND LEON

               on the little isle. Wanting some information Ninotchka turns 
               to him -- completely impersonal.

                                     NINOTCHKA
                         You, please.

                                     LEON
                         Me?

                                     NINOTCHKA
                         Yes. Could you give me some 
                         information?

                                     LEON
                         Gladly.

                                     NINOTCHKA
                         How long do we have to wait here?

                                     LEON
                         Well -- until the policeman whistles 
                         again.

                                     NINOTCHKA
                         At what intervals does he whistle?

                                     LEON
                         What?

                                     NINOTCHKA
                         How many minutes between the first 
                         and second whistle?

                                     LEON
                         That's funny. It's interesting. I 
                         never gave it a thought before.

                                     NINOTCHKA
                         Have you never been caught in a 
                         similar situation?

                                     LEON
                         Have I? Do you know when I come to 
                         think about it it's staggering. If I 
                         add it all up I must have spent years 
                         waiting for signals. Imagine! An 
                         important part of my life wasted 
                         between whistles.

                                     NINOTCHKA
                         In other words you don't know.

                                     LEON
                         No.

                                     NINOTCHKA
                         Thank you.

                                     LEON
                         You're welcome.

               Ninotchka gets out her map, starts to unfold it.

                                     LEON
                         Can I help you?

                                     NINOTCHKA
                         You might hold this for me.

                                     LEON
                         Love to.

                                     NINOTCHKA
                              (engrossed in her 
                              geography)
                         Correct me if I am wrong... We are 
                         facing north, aren't we?

                                     LEON
                              (bewildered)
                         Facing north... I'd hate to commit 
                         myself without my compass... Pardon 
                         me... are you an explorer?

                                     NINOTCHKA
                         No... I am looking for the Eiffel 
                         Tower.

                                     LEON
                         Is that thing lost again?... Listen... 
                         if you are interested in a view...

                                     NINOTCHKA
                         I am interested in the Eiffel Tower 
                         from a technical standpoint.

                                     LEON
                         Technical... I couldn't help you 
                         from that angle. You see, a real 
                         Parisian only goes to the top of the 
                         tower in moments of despair to jump 
                         off.

                                     NINOTCHKA
                         How long does it take a man to land?

                                     LEON
                         Now, isn't that too bad! The last 
                         time I jumped I forgot to clock it!
                              (looks at map)
                         Let me see... Eiffel Tower... Your 
                         finger, please.

               He takes her finger and points to the map with it.

                                     NINOTCHKA
                              (skeptically)
                         Why do you need my finger?

                                     LEON
                         Bad manners to point with your own... 
                         Here... the Eiffel Tower.

                                     NINOTCHKA
                         And where are we?

                                     LEON
                              (shifting her finger 
                              back to the hotel)
                         Here... here we are... here you are 
                         and here I am... feel it?

                                     NINOTCHKA
                         I am interested only in the shortest 
                         distance between these two points. 
                         Must you flirt?

                                     LEON
                         I don't have to but I find it natural.

                                     NINOTCHKA
                         Suppress it.

                                     LEON
                         I'll try.

               Ninotchka starts to fold her map.

                                     NINOTCHKA
                         For my own information would you 
                         call your approach toward me typical 
                         of the local morale?

                                     LEON
                         Madame, it is that kind of approach 
                         which has made Paris what it is.

                                     NINOTCHKA
                         You are very sure of yourself, aren't 
                         you?

                                     LEON
                         Nothing has occurred recently to 
                         shake my confidence.

                                     NINOTCHKA
                         I have heard of the arrogant male in 
                         capitalistic society. It is having a 
                         superior earning power that makes 
                         you like that.

                                     LEON
                         A Russian! I love Russians! Comrade... 
                         I have been fascinated by your Five-
                         Year Plan for the past fifteen years!

                                     NINOTCHKA
                         Your type will soon be extinct.

               She walks away from him coldly. Leon stares after her, 
               fascinated.

               ENTRANCE -- GROUND FLOOR OF THE EIFFEL TOWER

                                                               DISSOLVE TO:

               Camera moves with Ninotchka as she enters. She approaches an 
               Attendant.

                                     NINOTCHKA
                         Please... can you tell me the exact 
                         width of the foundation on which the 
                         piers are resting?... and the depth?

                                     ATTENDANT
                         You don't have to worry. The thing 
                         is safe.

                                     NINOTCHKA
                         I am not afraid... I want to know...

               Leon, who apparently has taken a taxi and prepared himself 
               otherwise, enters the scene, reading from a book.

                                     LEON
                              (reading)
                         The foundation is one hundred and 
                         forty-one yards square...
                              (he tips his hat and 
                              interjects)
                         I hope you'll forgive me but I thought 
                         you'd...

                                     NINOTCHKA
                              (interrupting)
                         Go ahead.

               The CAMERA goes with Ninotchka and Leon as they walk toward 
               the steps.

                                     LEON
                              (continuing)
                         Four massive piers of masonry are 
                         sunk to a depth of forty-six feet on 
                         the side of the Seine, and twenty-
                         nine and one-half feet on the other 
                         side. The girders of interlaced iron-
                         work which stay the structure have 
                         an inclination of fifty-four 
                         degrees...

                                     NINOTCHKA
                         That's a strange angle.

                                     LEON
                         Yes, very strange.

               By now they have reached the staircase. They start up.

                                     LEON
                              (continuing to read)
                         Ascending to the tower is a staircase 
                         consisting of eight hundred and twenty-
                         nine steps...
                              (this disclosure 
                              frightens Leon as he 
                              realizes the climb 
                              ahead of him. He 
                              reads on as they 
                              walk up)
                         ...and an additional two hundred and 
                         fifty-four steps to the very top...
                              (now Leon stops but 
                              Ninotchka proceeds 
                              on out of the picture. 
                              Leon calls after her 
                              and reads from his 
                              book in a loud voice)
                         There is an elevator included in the 
                         price of admission!

               Ninotchka continues to climb.

               MEDIUM SHOT -- STAIRS (FROM LEON'S ANGLE)

               Ninotchka, paying no attention to him, walks up the stairs, 
               two at a time.

               CLOSE SHOT -- LEON

               He looks after Ninotchka, then makes up his mind and returns 
               down the stairs.

               GROUND FLOOR -- EIFFEL TOWER, shooting toward the elevator 
               door. The elevator with several passengers is just about to 
               leave when Leon hurries into it. The door closes and the 
               elevator starts to ascend quickly.

                                                               DISSOLVE TO:

               HIGHEST PLATFORM -- EIFFEL TOWER

               The CAMERA ANGLE includes the elevator door and a beautiful 
               background view of Paris. The elevator door opens and Leon 
               emerges leisurely. He is just about to step to the top of 
               the staircase, when suddenly, to his great amazement, he 
               sees Ninotchka, who stands at the balustrade overlooking 
               Paris. She has climbed the tower faster than he despite the 
               elevator. Dumbfounded, Leon approaches her. Ninotchka turns, 
               very matter-of-fact.

                                     NINOTCHKA
                         You gave me some very valuable 
                         information. Thank you.

                                     LEON
                              (looking at the 
                              dazzling view)
                         And thank you for getting me up here. 
                         I've never seen this before. 
                         Beautiful, isn't it?

                                     NINOTCHKA
                         Yes, it is.

                                     LEON
                         I'm glad I saw it before becoming 
                         extinct.

                                     NINOTCHKA
                         Do not misunderstand me. I do not 
                         hold your frivolity against you.
                              (she looks him up and 
                              down)
                         As basic material you might not be 
                         bad, but you are the unfortunate 
                         product of a doomed culture. I feel 
                         sorry for you.

                                     LEON
                         You must admit that this doomed old 
                         civilization sparkles... It glitters!

               Night View of Paris with Its Lights Ablaze, as seen from the 
               Eiffel Tower.

               NINOTCHKA AND LEON

                                     NINOTCHKA
                         I do not deny its beauty, but it is 
                         a waste of electricity.

                                     LEON
                         What a city! There are the Grands 
                         Boulevards... blasted out of the 
                         heart of the old streets. The Arc de 
                         Triomphe... made to greet Napoleon's 
                         army. The Opera! And Montmartre... 
                         Montparnasse... La Boh�me... and now 
                         I'll show you the greatest attraction!
                              (he steps to a 
                              telescope and, taking 
                              some money from his 
                              pocket, drops a coin 
                              in the slot)
                         It will cost me a franc but it is 
                         worth it.
                              (he adjusts the 
                              telescope)
                         The most wonderful spot in all Paris -- 
                         unique! Here, look....
                              (she looks in telescope)
                         What do you see?

                                     NINOTCHKA
                         I see a house that looks like any 
                         other house. What's remarkable about 
                         it?

                                     LEON
                         It's not the structure but the spirit 
                         which dwells within. There are three 
                         rooms and a kitchenette dedicated to 
                         hospitality.

                                     NINOTCHKA
                         So that is your house?

                                     LEON
                         Well, let's say I live in it. Such a 
                         pleasant place... all kinds of 
                         comfort, easy to reach, close to 
                         street car, bus, and subway...

                                     NINOTCHKA
                              (straight from the 
                              shoulder)
                         Does that mean that you want me to 
                         go there?

                                     LEON
                              (feeling that he has 
                              offended her)
                         Please don't misunderstand me...

                                     NINOTCHKA
                         Then you don't want me to go there.

                                     LEON
                              (in a pickle)
                         Now I didn't say that either... 
                         naturally nothing would please me 
                         more.

                                     NINOTCHKA
                              (simply)
                         Then why don't we go?
                              (looking at him)
                         You might be an interesting subject 
                         of study.

                                     LEON
                         I will do my best.

               They walk toward the elevator as we

                                                               DISSOLVE TO:

               INTERIOR, ENTRANCE HALL -- LEON'S APARTMENT

               In the foreground stands a console on which is a telephone.

               Gaston, Leon's elderly, dignified butler, is answering the 
               phone.

                                     GASTON
                              (into phone)
                         No... Count d'Algout is still out. 
                         Yes, as soon as he returns I'll tell 
                         him. Yes... I'll tell him Monsieur 
                         Buljanoff.

               He puts down the receiver as Leon opens the door with his 
               key. Ninotchka and Leon enter. Ninotchka, during the following 
               scene, is studying every detail of the apartment with the 
               eye of a technical expert.

                                     LEON
                         Good evening, Gaston.

                                     GASTON
                         Good evening, Monsieur.

                                     NINOTCHKA
                         Is this what you call the "butler"?

                                     LEON
                         Yes.

                                     NINOTCHKA
                              (takes Gaston's hand)
                         Good evening, comrade.
                              (to Leon)
                         This man is horribly old. You should 
                         not make him work.

                                     LEON
                         He takes good care of that.

                                     NINOTCHKA
                         He looks sad. Do you whip him?

                                     LEON
                         No, though the mere thought makes my 
                         mouth water.

                                     NINOTCHKA
                              (to the completely 
                              flabbergasted Gaston)
                         The day will come when you will be 
                         free. Go to bed, little father. We 
                         want to be alone.

               Leon opens the door to the living room. Ninotchka enters. 
               Just as he is about to follow her, Gaston addresses him.

                                     GASTON
                              (in a low voice)
                         Count d'Algout, there have been 
                         several telephone...

                                     LEON
                         Go to bed.

               INTERIOR, LIVING ROOM -- LEON'S APARTMENT

               Leon enters the room. Closes the door. Ninotchka is examining 
               the room.

                                     LEON
                         Well, may I offer you a drink, or 
                         how about something to eat?

                                     NINOTCHKA
                         Thank you. I've had all the calories 
                         necessary for today.

               Leon feels a little uncertain as to how to approach this 
               creature.

                                     NINOTCHKA
                         What do we do now?

                                     LEON
                         We take off our hat and coat.
                              (he takes her things)
                         We sit down -- we make ourselves 
                         comfortable. We adjust ourselves to 
                         the prospect of a most enjoyable 
                         evening. We look at each other. We 
                         smile.
                              (Ninotchka doesn't 
                              respond)
                         Well... we don't smile. How about 
                         some music?

                                     NINOTCHKA
                         Is that customary?

                                     LEON
                         It helps. It has ever since King 
                         David wooed Bathsheba with the harp. 
                         As I am not so fortunate as to have 
                         my harp at hand, I shall turn on the 
                         radio.

                                     NINOTCHKA
                              (the observer)
                         I should say this room is eighteen 
                         by twenty-five.

                                     LEON
                         Not too big and not too small. What 
                         I'd call the typical room of an 
                         average man. Or shall we say a little 
                         above average. Now if there are any 
                         special aspects you wish to study I 
                         have nothing to conceal. Just look 
                         around. That's my desk. Those are my 
                         books, and here am I. Where shall we 
                         begin?

                                     NINOTCHKA
                         I will start with you.

                                     LEON
                         That's great. I'm thirty-five years 
                         old. Just over six feet tall. I weigh 
                         a hundred and eighty-two pounds 
                         stripped.

                                     NINOTCHKA
                         And what is your profession?

                                     LEON
                         Keeping my body fit, keeping my mind 
                         alert, keeping my landlord appeased. 
                         That's a full-time job.

                                     NINOTCHKA
                         And what do you do for mankind?

                                     LEON
                         For mankind not a thing -- for 
                         womankind the record is not quite so 
                         bleak.

                                     NINOTCHKA
                         You are something we do not have in 
                         Russia.

                                     LEON
                         Thank you. Thank you.

                                     NINOTCHKA
                         That is why I believe in the future 
                         of my country.

                                     LEON
                         I begin to believe in it myself since 
                         I've met you. I still don't know 
                         what to make of it. It confuses me, 
                         it frightens me a little, but it 
                         fascinates me, Ninotchka.

                                     NINOTCHKA
                         You pronounce it incorrectly. Ni-
                         notchka.

                                     LEON
                         Ni-notchka.

                                     NINOTCHKA
                         That is correct.

                                     LEON
                         Ninotchka, do you like me just a 
                         little bit?

                                     NINOTCHKA
                         Your general appearance is not 
                         distasteful.

                                     LEON
                         Thank you.

                                     NINOTCHKA
                         Look at me. The whites of your eyes 
                         are clear. Your cornea is excellent.

                                     LEON
                         Your cornea is terrific. Tell me -- 
                         you're so expert on things -- can it 
                         be that I'm falling in love with 
                         you?

                                     NINOTCHKA
                         You are bringing in wrong values. 
                         Love is a romantic designation for a 
                         most ordinary biological, or shall 
                         we say chemical, process. A lot of 
                         nonsense is talked and written about 
                         it.

                                     LEON
                         Oh, I see. What do you use instead?

                                     NINOTCHKA
                         I acknowledge the existence of a 
                         natural impulse common to all.

                                     LEON
                         What can I possibly do to encourage 
                         such an impulse in you?

                                     NINOTCHKA
                         You don't have to do a thing. 
                         Chemically we are already quite 
                         sympathetic.

                                     LEON
                              (bewildered, and yet 
                              completely intrigued)
                         You're the most improbable creature 
                         I've ever met in my life, Ninotchka, 
                         Ninotchka...

                                     NINOTCHKA
                         You repeat yourself.

                                     LEON
                         I'd like to say it a thousand times.

                                     NINOTCHKA
                         Don't do it, please.

                                     LEON
                         I'm at a loss, Ninotchka. You must 
                         forgive me if I appear a little old-
                         fashioned. After all, I'm just a 
                         poor bourgeois.

                                     NINOTCHKA
                         It's never too late to change. I 
                         used to belong to the petty 
                         bourgeoisie myself. My father and 
                         mother wanted me to stay and work on 
                         the farm, but I preferred the bayonet.

                                     LEON
                              (bewildered)
                         The bayonet? Did you really?

                                     NINOTCHKA
                         I was wounded before Warsaw.

                                     LEON
                         Wounded? How?

                                     NINOTCHKA
                         I was a sergeant in the Third Cavalry 
                         Brigade. Would you like to see my 
                         wound?

                                     LEON
                              (dumfounded)
                         I'd love to.
                              (she pulls the blouse 
                              off her shoulder and 
                              shows him her scar)
                         Tsk, tsk, tsk.

                                     NINOTCHKA
                         A Polish lancer. I was sixteen.

                                     LEON
                         Poor Ninotchka. Poor, poor Ninotchka.

                                     NINOTCHKA
                              (readjusting her blouse)
                         Don't pity me. Pity the Polish lancer. 
                         After all, I'm alive.

               More and more puzzled and fascinated, Leon sits down close 
               to her.

                                     LEON
                         What kind of a girl are you, anyway?

                                     NINOTCHKA
                         Just what you see. A tiny cog in the 
                         great wheel of evolution.

                                     LEON
                         You're the most adorable cog I ever 
                         saw in my life. Ninotchka, Cogitska, 
                         let me confess something. Never did 
                         I dream I could feel like this toward 
                         a sergeant.

               A clock strikes.

                                     LEON
                         Do you hear that?

                                     NINOTCHKA
                         It's twelve o'clock.

                                     LEON
                         It's midnight. One half of Paris is 
                         making love to the other half. Look 
                         at the clock. One hand has met the 
                         other hand. They kiss. Isn't that 
                         wonderful?

                                     NINOTCHKA
                         That's the way a clock works. There's 
                         nothing wonderful about it. You merely 
                         feel you must put yourself in a 
                         romantic mood to add to your 
                         exhilaration.

                                     LEON
                         I can't possibly think of a better 
                         reason.

                                     NINOTCHKA
                         It's false sentimentality.

                                     LEON
                              (trying desperately 
                              to make her mood 
                              more romantic)
                         You analyze everything out of 
                         existence. You analyze me out of 
                         existence. I won't let you. Love is 
                         not so simple. Ninotchka, Ninotchka, 
                         why do doves bill and coo? Why do 
                         snails, coldest of all creatures, 
                         circle interminably around each other? 
                         Why do moths fly hundreds of miles 
                         to find their mates? Why do flowers 
                         open their petals? Oh, Ninotchka, 
                         Ninotchka, surely you feel some slight 
                         symptom of the divine passion... a 
                         general warmth in the palms of your 
                         hands... a strange heaviness in your 
                         limbs... a burning of the lips that 
                         is not thirst but a thousand times 
                         more tantalizing, more exalting, 
                         than thirst?

               He pauses, waiting for the results of his speech.

                                     NINOTCHKA
                         You are very talkative.

               That is too much for Leon. He takes her into his arms and 
               kisses her.

                                     LEON
                         Was that talkative?

                                     NINOTCHKA
                         No, that was restful. Again.

               Leon kisses her again.

                                     NINOTCHKA
                         Thank you.

                                     LEON
                         Oh, my barbaric Ninotchka. My 
                         impossible, unromantic, statistical...

               The telephone rings.

                                     LEON
                              (continuing)
                         Glorious, analytical...

                                     NINOTCHKA
                         The telephone is ringing.

                                     LEON
                         Oh, let it ring.

                                     NINOTCHKA
                         But one of your friends may be in 
                         need of you. You must answer.

               Leon exits out of shot to answer telephone.

               CLOSE SHOT -- AT DESK

               Leon enters, sits down, takes the telephone.

                                     LEON
                              (into phone)
                         Hello?... Yes... I'm sorry but I 
                         couldn't make it. I ran into a friend 
                         from the army... What?... The deal 
                         is off! Are you crazy, Buljanoff?...

               CLOSE-UP -- NINOTCHKA

               She is startled by the name.

               LEON -- AT TELEPHONE

                                     LEON
                         ...A special envoy arrived... What?... 
                         That sounds better. I'll be glad to 
                         see her any time she wants... Oh, 
                         she doesn't want to see me? What do 
                         you know about that? Why?... Well, 
                         I'll get in touch with her myself. 
                         What's her name?...
                              (he takes a pencil 
                              and a piece of paper)
                         ...What?... Yaku... How do you spell 
                         it?... Heavens! those Russian names!
                              (he starts to write 
                              it down)
                         ...I... Oh, Y...

               Camera pulls back and Ninotchka enters the shot. She takes 
               pencil from Leon's hand, writes out the name, and leaves 
               again. At first Leon is not aware of the full significance 
               of her action. Then it dawns on him.

                                     LEON
                              (continuing)
                         Yakushova... Ninotch...

               At last the situation is entirely clear to him.

                                     LEON
                              (into phone)
                         All right. Thank you.

               He hangs up and stares at Ninotchka. She is putting on her 
               jacket.

                                     LEON
                              (camera panning with 
                              him as he walks over 
                              to her)
                         Ninotchka...

               He takes her arm.

                                     NINOTCHKA
                         I must go.

                                     LEON
                         Ninotchka, or shall I say Special 
                         Envoy Yakushova...

                                     NINOTCHKA
                         Let's forget that we ever met.

                                     LEON
                         I have a better suggestion. Let's 
                         forget that the telephone ever rang. 
                         I never heard that you are 
                         Yakushova... you are Ninotchka... my 
                         Ninotchka...

                                     NINOTCHKA
                              (firmly)
                         I was sent here by my country to 
                         fight you.

                                     LEON
                         All right, fight me, fight me as 
                         much as you want, but fight me 
                         tomorrow morning! There's nothing 
                         sweeter than sharing a secret with a 
                         bitter enemy.

                                     NINOTCHKA
                              (uncompromisingly)
                         As a representative of Moscow...

                                     LEON
                         Tonight let's not represent anybody 
                         but ourselves.

                                     NINOTCHKA
                         It is out of the question. If you 
                         wish to approach me...

                                     LEON
                         You know I want to...

                                     NINOTCHKA
                         Then do it through my lawyer!

                                     LEON
                              (desperate)
                         Ninotchka, you can't walk out like 
                         this... I'm crazy about you, and I 
                         thought I'd made an impression on 
                         you. You liked the white of my eye.

               Ninotchka looks at him for a second, then pulls herself 
               together.

                                     NINOTCHKA
                         I must go.

               She starts for the door.

                                     LEON
                         But, Ninotchka, I held you in my 
                         arms. You kissed me!

                                     NINOTCHKA
                         I kissed the Polish lancer too... 
                         before he died.

               As she goes out, we

                                                                  FADE OUT:

               THE ENTRANCE HALL -- LEON'S APARTMENT

               FADE IN:

               (Note: We have to invent some brief scene to indicate that 
               three days have gone by. From this we)

                                                               DISSOLVE TO:

               The butler opens the door. Swana enters, her manner showing 
               her complete familiarity with the place.

                                     GASTON
                         Good morning, Your Highness.

                                     SWANA
                         Good morning, Gaston.

                                     GASTON
                         Count d'Algout is still asleep.

                                     SWANA
                              (as she walks toward 
                              Leon's room)
                         That's all right.

               LEON'S BEDROOM

               The curtains are drawn. The night light is still on. Leon, a 
               dressing gown over his pajamas, is sound asleep in a big arm 
               chair. As Swana enters, she sees him with some alarm.

                                     SWANA
                         Leon! What in heaven's name...!

                                     LEON
                         Huh?

                                     SWANA
                         Is anything wrong? Are you ill?

                                     LEON
                         No.

                                     SWANA
                         Don't tell me the bed has lost its 
                         best friend.

                                     LEON
                         I just couldn't sleep. I got up and 
                         went back... and then got up again. 
                         These last few days... whew!

                                     SWANA
                         Darling, you're taking my business 
                         affairs far too seriously. Much as 
                         I'd love to rob the Bolsheviks of 
                         their filthy money, I won't do it at 
                         the expense of your health. 
                         Particularly as we know we won't get 
                         much.
                              (tenderly)
                         You look so pale... pale but 
                         interesting.

               There is a knock at the door.

                                     SWANA
                         Come in.

               Gaston enters with a breakfast tray.

                                     GASTON
                         Your breakfast, monsieur.

                                     LEON
                         I don't feel like any breakfast.

                                     SWANA
                         Nonsense. How can you fight the Reds 
                         and make yourself agreeable to the 
                         Whites if you don't keep up your 
                         strength.

                                     GASTON
                         Shall I draw your bath, sir?

                                     LEON
                         Make it ice cold.

                                     SWANA
                         Not in your condition.
                              (to Gaston)
                         Make it tepid, Gaston... tepid and 
                         tender. And lay out his gray suit.
                              (to Leon)
                         Afterwards I'll drive you through 
                         the Bois. Slowly... in Waltz time.

                                     GASTON
                         A blue shirt, perhaps?

                                     SWANA
                         Blue? Let's offset his mood. Find a 
                         striped one, and brighten it with a 
                         great blaze of tie.

                                     GASTON
                         Very well, Your Highness.

               Gaston disappears into the bath-dressing room. Swana makes 
               Leon sit down and seats herself beside him.

                                     SWANA
                         Now... here we have two very handsome 
                         soft-boiled eggs. Do you suppose 
                         hens mind what happens to their eggs? 
                         Probably not. They have such unfeeling 
                         eyes. We'll put in a great nugget of 
                         butter, plenty of pepper and salt... 
                         Darling, I haven't seen you for three 
                         livelong days... seventy-two hours!

                                     LEON
                              (irritably)
                         Oh, please, Swana! I don't know 
                         whether I'm standing on my head or 
                         my heels. Here you are blaming me 
                         for neglecting you when I'm trying 
                         to concentrate on another woman and 
                         can't get near her.

                                     SWANA
                         You haven't seen her yet?

                                     LEON
                         No, and believe me I've tried 
                         everything! I must have telephoned 
                         her a hundred times. I've sent her 
                         telegrams, I've sent her flowers... 
                         I asked her to dinner... I offered 
                         her seats for the Opera...

                                     SWANA
                         That proletarian! In the old days 
                         we'd have had her flogged.

                                     LEON
                         That wouldn't have done any good. 
                         Not with her.
                              (forgetting himself)
                         She's the most incredible creature 
                         I've ever seen.

                                     SWANA
                         You just told me you hadn't seen 
                         her.

                                     LEON
                         Well... er... I caught a glimpse of 
                         her when she walked through the lobby.

                                     SWANA
                         Imagine the carpets of a self-
                         respecting Parisian hotel dirtied by 
                         the boots of a muzhik! What does she 
                         look like?

                                     LEON
                         You can't imagine.

                                     SWANA
                         That bad?
                              (Leon nods)
                         Old or young?

                                     LEON
                         Timeless. When she comes into a room 
                         you'd think that the Bolsheviks had 
                         taken over Paris. She wears her cheap 
                         miserable blouse as though it were 
                         the latest model by Schiaparelli. 
                         What a woman! What a woman! There is 
                         a Russian snowstorm in each of her 
                         eyes.

                                     SWANA
                         You saw all that in one glimpse?

                                     LEON
                              (getting up)
                         Darling, if we're going to get 
                         anywhere someone has to keep his 
                         eyes open!
                              (he walks over to the 
                              bathroom)

                                     SWANA
                         Now, darling, soak in your beautiful 
                         pine bath and let Gaston shave you.

               Leon exits into the bathroom. As he does so a bell rings.

                                     SWANA
                         Gaston!

               There is no answer. After a slight pause she herself goes to 
               answer the bell.

                                                               DISSOLVE TO:

               MEDIUM SHOT -- ENTRANCE HALL -- LEON'S APARTMENT, shooting 
               toward the door.

               Swana goes to the door and opens it. The Three Russians stand 
               outside. Seeing Swana, they are a little intimidated.

                                     THE THREE RUSSIANS
                         How do you do?

               Swana suspects that for the first time she is being confronted 
               by representatives of the Soviet government.

                                     SWANA
                         Yes?

                                     KOPALSKI
                         We want to talk to Count d'Algout. 
                         My name is Kopalski.

                                     SWANA
                         Oh... you are the three gentlemen 
                         from Moscow?

                                     KOPALSKI
                         Yes.

                                     SWANA
                              (icily)
                         You may wait.

               She closes the door.

               STAIRCASE HALL -- IN FRONT OF LEON'S DOOR

               The Three Russians, very impressed, stand looking at the 
               door which has just been closed.

                                     BULJANOFF
                         That's her.

                                     KOPALSKI
                         Imagine! The niece of the Czar opening 
                         the door for us.

                                     BULJANOFF
                         Once in Petersburg I was driving 
                         down the Nevsky Prospect in my cart 
                         and Her Highness in her troika swept 
                         down from the opposite direction, 
                         and when I couldn't make way quick 
                         enough she spat in my face.

                                     IRANOFF
                         Now look here, Buljanoff. You never 
                         were in Petersburg, you never owned 
                         a cart, and she never spat in your 
                         face. Who are you trying to impress?

               At this moment the door is opened by Leon in his bathrobe.

                                     LEON
                         Hello, boys.

                                     ALL THREE RUSSIANS
                         Leon!

                                     LEON
                         Come in, come in.

               They enter.

               LIVING ROOM -- LEON'S APARTMENT

               Leon and the Three Russians enter.

                                     LEON
                         What's new?

                                     KOPALSKI
                              (excitedly)
                         Leon, Leonitchka, she is not going 
                         to negotiate! She is going to fight 
                         that injunction. She's going to make 
                         a precedent of it!

                                     IRANOFF
                         She says she won't be intimidated by 
                         parasites. She called the Duchess a 
                         blood-sucking aristocrat and a 
                         blackmailer.

                                     LEON
                              (eagerly)
                         What did she say about me?

                                     IRANOFF
                              (after a moment's 
                              consideration)
                         I think she covered you with the 
                         parasites.

               Leon is disappointed.

                                     BULJANOFF
                         And Leonitchka! What she said about 
                         us...!

                                     IRANOFF
                         And they might believe her in Moscow.

                                     BULJANOFF
                         What do you mean they might -- they 
                         will!

                                     KOPALSKI
                         We don't blame you, Leon, but when 
                         we came from Russia we believed in 
                         simplicity...

                                     IRANOFF
                         We avoided luxury and extravagance 
                         and today... well, if you were to 
                         offer us a glass of champagne, we 
                         wouldn't say no.

               Leon is so engrossed in his thoughts that he overlooks the 
               hint.

                                     LEON
                         Well, boys, I'd like to help you but 
                         what can I do? Yesterday I waited 
                         six hours in the lobby!

                                     KOPALSKI
                         She doesn't leave her room! She has 
                         been locked in for the last two days 
                         with lawyers and law books!

                                     LEON
                         All right, then make an appointment 
                         with her so I can see her!

                                     KOPALSKI
                         We can't... but you are so ingenious, 
                         Leon...

                                     IRANOFF
                         You found your way to us and we 
                         weren't easy to reach, were we?

                                     LEON
                         No, no.

                                     BULJANOFF
                         Didn't we put up a strong resistance?

                                     LEON
                         Oh, yes, yes.

                                     KOPALSKI
                         You must help us, Leon... if you 
                         don't win her over we're on our way 
                         to Siberia!

                                     BULJANOFF
                         Or it might be the firing squad!

                                     KOPALSKI
                         Or we can't go back to Russia!

               An idea dawns on Iranoff.

                                     IRANOFF
                         What's wrong with that?

               Kopalski and Buljanoff seize on the same idea.

                                     BULJANOFF
                         Yes! We could stay with Leon!

                                     IRANOFF
                         Leon, how would you like to have 
                         three lifelong friends?

                                     LEON
                         Boys, boys... don't forget Russia is 
                         your mother country. Three sons 
                         walking out all at once... that's 
                         too much for any mother.

                                     BULJANOFF
                         Well, if your mother turns against 
                         you, you have to look for someone to 
                         adopt you.

               Swana's voice comes from the next room.

                                     SWANA
                         Leon! Just a minute...

               Leon goes back to the other room.

               LEON'S BEDROOM -- CLOSE SHOT, shooting toward the door of 
               the living room.

               Swana stands putting on her gloves.

                                     SWANA
                         I'm leaving, dear. I'm lunching at 
                         Fouquet's if you can make it, and... 
                         Leon, remember, a man should think 
                         it over twice before he decides to 
                         become a mother.

               She kisses him lightly and walks out.

               LIVING ROOM -- ROYAL SUITE -- MEDIUM CLOSE SHOT -- AT THE 
               DESK

               It is piled deep with law books and papers. Ninotchka sits 
               at it, conferring with two Lawyers.

                                     FIRST LAWYER
                              (uncertainly)
                         I seem to remember some additional 
                         injunctive provision dealing with 
                         the property of foreigners residing 
                         in France.

                                     NINOTCHKA
                              (with the precision 
                              of a machine)
                         You are referring to paragraph 59b, 
                         section 25f of the Civil Code.

               The Lawyers exchange a glance of surprise at her knowledge. 
               One of them takes up one of the law books and as he starts 
               to look up the case, Ninotchka speaks.

                                     NINOTCHKA
                         Page eight hundred twenty-four.

               Again the Lawyers exchange a glance of astonishment.

                                     NINOTCHKA
                         And do not fail to read the three 
                         footnotes. While you are studying it 
                         I will eat.
                              (She picks up the 
                              telephone)
                         Food please.

               A LITTLE CORNER IN THE ROOM SERVICE PANTRY

               Rakonin is answering the telephone.

                                     RAKONIN
                              (into phone)
                         Room service... Just a moment please.

               He beckons to someone out of the scene. Leon enters the scene 
               and takes the telephone.

                                     LEON
                              (with an assumed French 
                              accent -- into phone)
                         Room service speaking.

               CLOSE SHOT -- NINOTCHKA -- AT THE PHONE

                                     NINOTCHKA
                              (into phone)
                         Send me a plate of raw carrots and 
                         beets, beets predominating on a ratio 
                         of sixty-forty... What? There is a 
                         strike in the kitchen? Good! Will 
                         you assure the strikers of my hearty 
                         sympathy in their cause. I hope they 
                         will not weaken in their demands and 
                         tell them to put no dressing 
                         whatsoever on my vegetables... What? 
                         You won't serve me either? Now look 
                         here, Comrade, I think it is a fine 
                         idea to let the capitalists go without 
                         luncheon but when you keep food away 
                         from me you're weakening the people.

               CLOSE SHOT -- ROOM-SERVICE PANTRY -- LEON AT PHONE

                                     LEON
                              (into phone)
                         So! You want to make a strike breaker 
                         out of me! I am surprised at you, 
                         Comrade! Is it too much for the 
                         workers of the world to ask you to 
                         walk around the corner for lunch? 
                         All I can say to you is take your 
                         hammer and sickle and get out of 
                         that Royal Suite!

               He hangs up the telephone with a triumphant smile.

                                                               DISSOLVE TO:

               LOBBY OF THE HOTEL CLARENCE

               Ninotchka emerges from the elevator and starts toward the 
               street. As she passes the showcase of the millinery shop 
               again, she stops and looks at the same hat. Again she shakes 
               her head sadly.

                                     NINOTCHKA
                         Tsk, tsk, tsk.

               She walks toward the street, as we

               EXTERIOR, HOTEL CLARENCE

                                                               DISSOLVE TO:

               A taxi is parked at the curb. Ninotchka comes from the hotel 
               and goes to the taxi.

               CLOSE SHOT -- NINOTCHKA AND TAXI DRIVER

               The Driver puts his hand on the handle of his cab's door 
               expectantly.

                                     TAXI DRIVER
                         Where to, madame?

                                     NINOTCHKA
                         Can you recommend a restaurant?

                                     TAXI DRIVER
                         Well, there's Pruniers if you care 
                         for seafood. If you want to lunch in 
                         the Bois, there's...

                                     NINOTCHKA
                              (interrupting)
                         Where do you eat?

                                     TAXI DRIVER
                         At P�re Mathieu's.

                                     NINOTCHKA
                         Where is that?

                                     TAXI DRIVER
                         It's just a place for workmen.

                                     NINOTCHKA
                         Where is it?

                                     TAXI DRIVER
                         Eight blocks down in the Rue de 
                         Poivrel.

               He opens the door of his cab.

                                     NINOTCHKA
                         Thank you.

               She turns and starts away in the direction he has indicated. 
               The Driver looks after her astounded.

               The CAMERA PANS from her to the car which stands behind the 
               taxi. It is Leon's smart roadster. Leon sits at the wheel. 
               He too is looking after Ninotchka, astonished. He gets out 
               of his car and starts in the direction she has taken. As he 
               does so, we

                                                               DISSOLVE TO:

               PARIS STREET -- IN FRONT OF P�RE MATHIEU'S

               P�re Mathieu's is a workman's restaurant set a few steps 
               below the level of the sidewalk. A few typical French workmen 
               are going in for lunch. Ninotchka enters the scene, looks 
               around for a second, then goes in too.

               INTERIOR -- P�RE MATHIEU'S

               It is a pleasantly simple place crowded with workmen sitting 
               at lunch. An electric piano is playing. P�re Mathieu, greeting 
               all his guests like a typical restaurateur, sees Ninotchka 
               enter.

                                     P�RE MATHIEU
                         This way, madame. Are you alone? By 
                         the window perhaps?
                              (He leads the way)
                         Or a nice little corner table?

                                     NINOTCHKA
                         This will do.
                              (She sits down)

                                     P�RE MATHIEU
                         I think this is the first time you 
                         have been to my little place. Your 
                         face is new to me. Now, what shall 
                         it be?

                                     NINOTCHKA
                         Raw carrots and beets.

                                     P�RE MATHIEU
                              (horrified)
                         Oh, madame! This is a restaurant, 
                         not a meadow.

               He hands her a slate on which the menu is written.

                                     P�RE MATHIEU
                         Here is what we are offering today. 
                         Please make your choice. I am sure 
                         you will find something to tempt 
                         your appetite.

               Suddenly Ninotchka stares in the direction of the door.

               MEDIUM SHOT -- AT THE DOOR

               Leon has just entered. The CAMERA follows him as he makes 
               his way casually in Ninotchka's direction affecting not to 
               see her. He seats himself at the table directly opposite 
               Ninotchka and pretends to be overwhelmed with surprise as he 
               sees her.

                                     LEON
                         Why, hello! It certainly is a small 
                         world!

               SHOT INCLUDING BOTH TABLES

                                     P�RE MATHIEU
                              (to Ninotchka)
                         Well, madame? Shall we start with 
                         soup? Fish soup today. I got up at 
                         five to fish them from the Seine.

                                     LEON
                              (calling over to P�re 
                              Mathieu)
                         Crayfish soup for me!

                                     P�RE MATHIEU
                              (to Leon)
                         Very well, monsieur.
                              (back to Ninotchka)
                         Then, may I suggest an omelet with 
                         mushrooms?

                                     NINOTCHKA
                         Bring me something simple. I never 
                         think about food.

                                     P�RE MATHIEU
                              (horrified)
                         But, madame! If you don't think about 
                         food what do you think about?

                                     NINOTCHKA
                         The future of the common people.

                                     P�RE MATHIEU
                              (sagely)
                         That also is a question of food, 
                         madame. I'll bring you a nice little 
                         lunch � la P�re Mathieu.
                              (he exits)

               Leon leans toward Ninotchka with mock humility.

                                     LEON
                         Pardon me for addressing you but you 
                         insulted him, you know that. You 
                         hurt his feelings. It was just like 
                         telling a musician you don't like 
                         music. That good old man believes in 
                         food as you believe in Karl Marx. 
                         You can't go around hurting people, 
                         Comrade Yakushova, but maybe you can 
                         make it up to him. Do you know how?
                              (He changes to the 
                              chair at his table 
                              which is closest to 
                              her table)
                         By eating everything with relish, by 
                         drinking everything with gusto, by 
                         having a good time for the first 
                         time in your natural life!

                                     NINOTCHKA
                         I don't like your following me.

                                     LEON
                         I didn't follow you.

                                     NINOTCHKA
                         Then how did you get here?

                                     LEON
                         I always eat here.

                                     NINOTCHKA
                         This is a place for workmen.

                                     LEON
                              (laying it on thick)
                         But my dear child, I am most at home 
                         among working men. I hate the places 
                         where you circulate -- the Hotel 
                         Clarence... This is my natural 
                         element. After all, what are any of 
                         us? Workingmen! At least, those of 
                         us who are worth our salt. Hyah?

               He waves off scene to a truckman.

               TRUCKMAN

               He is in the middle of an enormous gulp of food. He registers 
               surprise, winks at his companion, and then, deciding to humor 
               a drunk, waves back energetically at Leon in greeting.

                                                               CUT BACK TO:

               CLOSE SHOT -- LEON AND NINOTCHKA

               Leon has been so successful with the truckman he tries it on 
               another.

                                     LEON
                         Hyah!

               Another truckman responds with equal exuberance.

               LONG SHOT -- RESTAURANT

               Leon, intoxicated with his success, waves to the whole room.

                                     LEON
                         Hyah, fellows!

               He gets a wonderful response from all. They realize that a 
               swell drunk is among them.

               LEON AND NINOTCHKA

                                     LEON
                              (boastfully)
                         They are all my friends. They're a 
                         swell bunch!

               P�re Mathieu enters the shot and serves a plate of soup to 
               Leon and one to Ninotchka.

                                     LEON
                              (trying his bluff on 
                              P�re Mathieu)
                         Ah, my friend! I'm happy to see you 
                         again! 

                                     P�RE MATHIEU
                         I'm always glad to meet a new 
                         customer, and I hope this first visit 
                         will not be your last.

               He exits out of shot.

               Ninotchka, her suspicion confirmed, looks at Leon.

                                     LEON
                         Just an old man. His memory is getting 
                         weak.

                                     NINOTCHKA
                         What are you after?

                                     LEON
                         Must one always be after something?

                                     NINOTCHKA
                         Your tactics are useless. My name is 
                         neither Buljanoff, Iranoff, nor 
                         Kopalski.

                                     LEON
                         Oh, Ninotchka, who wants to talk 
                         business. If you win the suit, fine. 
                         If we win the suit, better. You do 
                         me an injustice.
                              (He moves over to her 
                              table, leaving the 
                              soup at his table)
                         When we went to my apartment did I 
                         have the slightest idea that you had 
                         any connection with this deal?

                                     NINOTCHKA
                         But you have now, and I know now 
                         that you are a man who employs 
                         business methods which in Russia 
                         would be punished by death.

                                     LEON
                         Death! Death! Always so glum! What 
                         about life, Ninotchka! Do Russians 
                         never think of life? Of the moment 
                         in which we are living? The only 
                         moment we really have? Don't take it 
                         all so seriously, Ninotchka. Nothing 
                         is worth it. Please... relax... I 
                         beg you, Sergeant... smile!

                                     NINOTCHKA
                              (astonished)
                         What?

                                     LEON
                         Will you smile?

                                     NINOTCHKA
                         Why?

                                     LEON
                         Just smile.

                                     NINOTCHKA
                         At what?

                                     LEON
                         At anything. At the whole ludicrous 
                         spectacle of life. At people being 
                         pompous and taking themselves 
                         seriously and exaggerating their own 
                         importance. If you can't find anything 
                         else to laugh at you can laugh at 
                         you and me.

                                     NINOTCHKA
                         Why?

                                     LEON
                         Because we are an odd couple.

                                     NINOTCHKA
                         Then you should go back to your table.

                                     LEON
                         No, I can't leave you. I won't. Not 
                         yet. Not until I've made you laugh... 
                         at least once.

               To get rid of him Ninotchka emits a joyless sound which 
               approximates a laugh.

                                     NINOTCHKA
                         Ha! Ha! Now go back.

                                     LEON
                         That's not a laugh! I mean a laugh 
                         from the heart. Now let's see. I'm 
                         going to tell you a funny story. 
                         Just a moment... I've got it! Well, 
                         it seems there were a couple of 
                         Frenchmen who went to America...

                                     NINOTCHKA
                         On which boat?

                                     LEON
                              (thrown off by her 
                              methodical thinking)
                         Well, er... let's drop it. I don't 
                         think you would care for that one.

                                     NINOTCHKA
                         Probably not.

                                     LEON
                         Do you like Scotch stories?

                                     NINOTCHKA
                         I have never heard one.

                                     LEON
                         Two Scotchmen met on the street... 
                         and I don't know the name of the 
                         street and it really doesn't matter. 
                         Well, anyway, one's name was McIntosh 
                         and the other's was McGillicuddy. 
                         McIntosh says to McGillicuddy, "Hello, 
                         Mr. McGillicuddy," and McGillicuddy 
                         says to McIntosh, "Hello, Mr. 
                         McIntosh," and then McIntosh says to 
                         McGillicuddy, "How is Mrs. 
                         McGillicuddy?" and then McGillicuddy 
                         says to McIntosh, "How is Mrs. 
                         McIntosh?"...

                                     NINOTCHKA
                         I wish they had never met.

                                     LEON
                              (disarmed)
                         So do I.
                              (after a little pause)
                         Now, here's a great one... Ha! Ha! 
                         Ha!
                              (he looks at Ninotchka 
                              and her expression 
                              stops him)
                         Well, maybe it's not so good. Let's 
                         forget it! How's this? Two men are 
                         looking at the moon. One says to the 
                         other, "Is it true that a lot of 
                         people live on the moon?" "Yes, it 
                         is," says the other, "five hundred 
                         million." "Whew!" replies the first, 
                         "they must get pretty crowded when 
                         it's half moon!" Ha! Ha! Ha!

               There is no response from Ninotchka.

                                     LEON
                              (starting to get sore)
                         I suppose you don't think that's 
                         funny?

                                     NINOTCHKA
                         No.

                                     LEON
                         It seemed funny to me when I first 
                         heard it. Maybe the trouble isn't 
                         with the joke. Maybe it's with you!

                                     NINOTCHKA
                         I don't think so.

                                     LEON
                         Maybe you haven't any sense of humor. 
                         Well, I'll give you one more chance! 
                         Now listen!

               He gets up and speaks in a threatening voice audible to the 
               entire room.

                                     LEON
                         When I heard this joke for the first 
                         time I laughed myself sick. Here 
                         goes! A man comes into a restaurant 
                         and sits down and says, "Waiter! Get 
                         me a cup of coffee without cream." 
                         After five minutes the waiter comes 
                         back and says, "I'm sorry, sir, we're 
                         all out of cream, can it be without 
                         milk?"

               GROUP OF SEVERAL WORKMEN

               They have overheard the story and all burst into laughter.

               NINOTCHKA AND LEON

               Ninotchka continues to eat her soup without a shadow of a 
               laugh.

                                     LEON
                              (furious)
                         Not funny, huh?

                                     NINOTCHKA
                         No.

                                     LEON
                         So you don't think that's funny? It 
                         is funny! Everyone else thinks so! 
                         Maybe you didn't get it.

               He sits down again.

                                     LEON
                              (threateningly)
                         I'll tell you that joke again. A man 
                         comes into a restaurant. Did you get 
                         that?

                                     NINOTCHKA
                         Yes.

                                     LEON
                         He sits down at the table and says 
                         to the waiter... Did you get that 
                         too?

                                     NINOTCHKA
                         Yes.

                                     LEON
                         Well, so far it isn't funny, but 
                         wait. He says to the waiter, "Waiter! 
                         Bring me a cup of coffee." So the 
                         waiter comes back five minutes later 
                         and says, "I'm sorry, sir, we have 
                         no coffee."...
                              (he realizes he has 
                              made a mistake)
                         Wait a minute... wait a minute... 
                         I'm all mixed up...
                              (he starts over again)
                         A man comes in a restaurant, he sits 
                         down, he calls the waiter and he 
                         says, "Waiter! Get me a cup of coffee 
                         without cream," and five minutes 
                         later the waiter comes back and says, 
                         "I'm sorry, sir, we have no cream, 
                         can it be a glass of milk!"

               He gets up and goes over to his table furiously.

                                     LEON
                         Ah! You have no sense of humor! That 
                         settles it! You have no sense of 
                         humor! None! No humor!!

               In his excitement he leans on the shaky table. It topples 
               forward. Simultaneously his feet shoot from under him and he 
               sits violently on the floor, the contents of the table 
               crashing about him, hot soup in his face.

               A terrific roar of laughter arises; the whole restaurant is 
               rocking with laughter.

               For a split second Ninotchka makes an effort to control the 
               irresistible impulse to laugh but loses the battle and herself 
               roars with laughter.

                                     LEON
                              (indignantly)
                         What's funny about this?

               Ninotchka's laughter is uncontrollable.

               After a moment Leon gets up and sits next to her. As he dries 
               himself with his napkin he sees the humor of the situation 
               and starts to howl with laughter too. The ice is broken at 
               last!

               On their mutual wild hilarity, we

                                                                  FADE OUT:

               LIVING ROOM -- ROYAL SUITE

               FADE IN:

               A conference is in session -- Ninotchka, her two Lawyers, 
               and the Three Russians. Ninotchka sits at the desk, leaning 
               back in the chair, looking into space, and apparently weighing 
               every point which is brought up. One of the lawyers is reading 
               from a document.

                                     LAWYER
                              (reading)
                         In addition to the arguments above 
                         enumerated for lifting this 
                         injunction, we wish to cite the 
                         decision of the High Court of Paris, 
                         rendered in the case of Princess 
                         Marishka against the Government of 
                         Montenegro on the fifth day of August, 
                         1897. Comparing the facts in that 
                         case with our present set of facts 
                         we feel that the Treaty between the 
                         Republic of France and the U.S.S.R. 
                         should prevail over all...

               Suddenly Ninotchka laughs. Everyone looks at her astonished. 
               Ninotchka gets up.

                                     NINOTCHKA
                         I'm sorry, gentlemen. The other day 
                         I heard such a funny story...
                              (she laughs again)
                         It still makes me laugh. It is very 
                         funny.
                              (a little embarrassed)
                         I am sorry. Oh yes... about this 
                         injunction...

                                     LAWYER
                              (very businesslike)
                         The hearing is set for the twentieth 
                         of this month.

                                     NINOTCHKA
                              (not thinking of the 
                              injunction)
                         That's two weeks from Thursday...

                                     LAWYER
                         We did our utmost to have it set 
                         ahead.

                                     NINOTCHKA
                              (her attitude 
                              completely different 
                              from her former 
                              business conferences)
                         I know, gentlemen, but it is in the 
                         hands of the Court. We're helpless, 
                         aren't we?

                                     LAWYER
                         Yes. It is unfortunate.

                                     NINOTCHKA
                         Well, there's nothing we can do about 
                         it. Why get excited?

               The Three Russians as well as the Lawyers are puzzled.

               The Russians exchange hopeful glances.

                                     LAWYER
                         We'll leave these papers here for 
                         your further consideration. Au revoir, 
                         madame.

                                     NINOTCHKA
                         Au revoir.

               The Lawyers leave.

               Left alone with the Russians, Ninotchka is unable to conceal 
               her happiness entirely.

                                     NINOTCHKA
                         Well, it means another two weeks in 
                         Paris.

                                     IRANOFF
                              (with exaggerated 
                              efficiency)
                         Too bad we have to waste all that 
                         time.

                                     KOPALSKI
                         I acted on your suggestion and got 
                         in touch with the Power and Light 
                         authorities. Whenever you want to 
                         visit their plants they are open to 
                         you.

                                     NINOTCHKA
                              (a little bit dreamily)
                         Oh yes, Power and Light. Thank you.

                                     BULJANOFF
                         There's something else which I know 
                         will appeal to you. A visit to the 
                         Paris sewers. They tell me it is 
                         extremely instructive.

                                     NINOTCHKA
                         Huh?... Why don't you get a haircut, 
                         Buljanoff? You all look so wintry, 
                         Comrades. And why do we always keep 
                         the windows closed?
                              (she opens the window)
                         Isn't it amazing, at home there's 
                         still snow and ice and here... Look 
                         at the birds. I always felt a little 
                         hurt that our swallows deserted us 
                         in the winter for capitalistic 
                         countries. Now I know why. We have 
                         the high ideal but they have the 
                         climate... well, Comrades, I don't 
                         think I need you any more.

                                     KOPALSKI
                         If there is anything we can do for 
                         you...

                                     NINOTCHKA
                         No, not a thing. Would you like to 
                         go out?

                                     ALL THREE RUSSIANS
                         Thank you, Comrade.

                                     NINOTCHKA
                         Have you any money?

               The Russians stammer a negative answer.

               Smiling benevolently, Ninotchka goes to the table, takes 
               several bills from her handbag, and goes back, extending a 
               fifty-franc bill to Kopalski.

                                     NINOTCHKA
                         Well, here are fifty francs.

                                     ALL THREE RUSSIANS
                              (overwhelmed)
                         Thank you, Comrade, thank you.

                                     NINOTCHKA
                         Bring me forty-five back.

                                     ALL THREE RUSSIANS
                              (terribly disappointed)
                         Naturally, Comrade.

               The Three Russians leave. Ninotchka waits a moment. Then 
               hurries to the door and turns the key. Camera follows her as 
               she goes into the bedroom. She proceeds to the door leading 
               to the corridor and turns its key. She goes to the table and 
               takes a little key from her handbag, goes to the bureau and 
               unlocks the drawer, opens it, and, just as she is about to 
               take out something, her eye falls on the night table, where 
               she sees the picture of Lenin which she brought with her 
               from Moscow. She walks over to it and turns its face against 
               the wall, then goes back to the bureau and takes from the 
               drawer the very hat which twice aroused her disapproval when 
               it was displayed in the millinery shop in the lobby.

               She moves over to the large mirror, puts the hat on her head, 
               is uncertain whether it is right side to fore, and changes 
               it. She looks at herself, aghast at seeing a complete 
               stranger. She sits down, still staring in the mirror, then 
               leans forward and rests her chin on her hand. As she sits 
               studying the new Ninotchka suspiciously, we

               LIVING ROOM -- LEON'S APARTMENT

                                                               DISSOLVE TO:

               It is evening. Leon is walking nervously up and down. Gaston 
               is puttering over the drink table.

                                     LEON
                              (consulting his watch)
                         What time have you, Gaston?

                                     GASTON
                         Eight forty-two, sir.

                                     LEON
                         I guess it is eight forty-two.

                                     GASTON
                         You seem to be a bit nervous, sir.

                                     LEON
                         I am, Gaston.

                                     GASTON
                         If you will forgive me, ever since 
                         you met that Bolshevik lady I've 
                         noticed a distinct change in you, 
                         sir.

                                     LEON
                              (complacently)
                         Have you?

                                     GASTON
                         Decidedly. Yesterday I was greatly 
                         amazed when I came from the market 
                         and found that you had made your 
                         bed, sir.

                                     LEON
                         And Gaston, I was happier all day 
                         long. I felt I'd contributed 
                         something.

                                     GASTON
                         Well, sir, if you should do it again, 
                         which I hope you won't, please 
                         remember the order. Counterpane, 
                         blanket, blanket, sheet, sheet.

                                     LEON
                         Ah, there's something poetic about 
                         the simple processes of labor. 
                         Counterpane, blanket, blanket, sheet, 
                         sheet... it should be set to music!

                                     GASTON
                         May I add, sir, that it was with 
                         great amazement that I found a copy 
                         of Karl Marx's Capital on your night 
                         table. That is a socialistic volume 
                         which I refuse to so much as dust, 
                         sir. I view with alarm, sir, the 
                         influence over you of this Bolshevik 
                         lady.

                                     LEON
                         I can't follow you, Gaston, isn't it 
                         about time that you realized the 
                         unfairness of your position? You 
                         being my servant? Wouldn't you like 
                         to stand on an equal footing with 
                         me?

                                     GASTON
                         No, sir.

                                     LEON
                         Isn't there any revolt in you? 
                         Sometimes when I order you around 
                         don't you feel like kicking me in 
                         the pants?

                                     GASTON
                              (emphatically)
                         No, sir.

                                     LEON
                         Oh, you're a reactionary! Don't you 
                         look forward to the day when you can 
                         come in here and stand square on 
                         your two feet and say, "Hey, you, 
                         d'Algout! from now on it's going to 
                         be share and share alike"?

                                     GASTON
                              (outraged)
                         Emphatically not, sir. The prospect 
                         terrifies me. Now, don't misunderstand 
                         me, sir, I don't resent your not 
                         paying me for the past two months, 
                         but the thought that I should split 
                         my bank account with you... that you 
                         should take half of my life's 
                         savings... that is really too much 
                         for me.

               The door bell rings. Gaston starts for the door. With a 
               gesture Leon stops him.

                                     LEON
                         Go to bed, little father, go to bed.

               Gaston leaves through the other door as Leon exits toward 
               the entrance hall.

               ENTRANCE HALL -- LEON'S APARTMENT

               Leon enters the scene. He opens the door. Outside stands 
               Ninotchka wearing her new hat timidly as well as a completely 
               new outfit which she has bought, apparently to match the new 
               hat. It takes Leon a few seconds to digest her new splendor. 
               He takes her hand and leads her in, closing the door. He 
               looks at her again and kisses her hand.

                                     NINOTCHKA
                         I don't look too foolish?

                                     LEON
                         Foolish? If this dress were to walk 
                         down the boulevard all by itself I 
                         would follow it from one end of Paris 
                         to the other, and when I caught up 
                         with it I would say, "Just a moment, 
                         you charming little dress, I want 
                         you to meet Ninotchka... you two 
                         were meant for each other." Ninotchka 
                         feels more comfortable.

               Leon leads her into the living room.

               LIVING ROOM -- LEON'S APARTMENT

               They both enter. Ninotchka pauses a second and looks around.

                                     LEON
                         You remember this room?

                                     NINOTCHKA
                         I've never been here before. I wonder 
                         whom you're thinking of. Oh, I know, 
                         a girl with a map, figuring out each 
                         step, worrying about north and south. 
                         Today... now this might shock you... 
                         I went up to a taxi and said "Eight 
                         Rue du Bois"... and here I am.

                                     LEON
                         You see? Life can be so simple.

                                     NINOTCHKA
                         For twelve francs, seventy-five.

                                     LEON
                         Twelve seventy-five from the Clarence? 
                         The son-of-a-gun made a detour!...
                              (charmingly)
                         But he got you here.

               At this moment the clock starts to strike. They both look 
               toward it.

               INSERT -- CLOCK

               The hands register nine o'clock.

               LEON AND NINOTCHKA

               Leon wants to take her in his arms. She resists a little.

                                     NINOTCHKA
                              (reprimanding him)
                         It's nine o'clock.

                                     LEON
                         That's when one half of Paris says 
                         to the other half, "What are your 
                         plans for this evening, madame?"

                                     NINOTCHKA
                              (getting more and 
                              more in the spirit 
                              of her change of 
                              appearance)
                         Well, first I should like to take 
                         off my hat and jacket.
                              (Leon takes them)
                         Then could we have some music?

                                     LEON
                         A wonderful idea! Radio or records?

                                     NINOTCHKA
                         Not radio. Let's have music that's 
                         just for ourselves.

               Leon turns on the victrola.

                                     LEON
                              (with great feeling 
                              and sincerity)
                         I'll play it softly because I have 
                         things to tell you about which I 
                         can't shout.

               He walks back to Ninotchka, who by now is seated in an 
               armchair. He sits on the arm of the chair. He tries to make 
               a declaration of his love. He stammers several words.

                                     LEON
                         Well, my darling... I... we...

               It is no use. In a sudden outburst of emotion he takes her 
               in his arms and kisses her.

                                     LEON
                              (as they come out of 
                              the kiss)
                         You see I couldn't shout that.

                                     NINOTCHKA
                              (with great feeling)
                         Leon, you know the jokes you told me 
                         a few days ago? I wake up in the 
                         middle of the night and laugh at 
                         them. Now, Leon that's wrong. I know 
                         they're not funny, they're silly. 
                         They're stupid. And still... I 
                         laugh... and when I look at Buljanoff 
                         and Iranoff and Kopalski I know they 
                         are scoundrels and I should hate 
                         them -- then I realize who made them 
                         like that, and instead of sending my 
                         report to Moscow I tear it up and go 
                         down and buy a ridiculous hat... and 
                         if this keeps on... am I too 
                         talkative?

                                     LEON
                              (radiantly)
                         No... go on.

                                     NINOTCHKA
                         Leon, I want to tell you something 
                         which I thought I never would say, 
                         which I thought nobody ever should 
                         say, because I thought it didn't 
                         exist... and, Leon... I can't say 
                         it...

               They kiss again. As the kiss ends they look at each other 
               for a second.

               Ninotchka gets up and goes toward the desk, sits in the desk 
               chair, opens her handbag, which lies there, and takes from 
               it a little mirror and a lipstick. Before she uses it she 
               looks at Leon with guilty happiness. Leon looks at her with 
               great tenderness and walks over to the desk and stands looking 
               at her as she makes up her lips.

                                     LEON
                         What a gesture for a sergeant.

               As soon as she is finished, Ninotchka slips the mirror and 
               lipstick back into her handbag and, as she does so, glances 
               at the top of the desk.

                                     NINOTCHKA
                         Leon, I would like to ask you 
                         something.

                                     LEON
                         Anything, Ninotchka.

                                     NINOTCHKA
                         If you don't want to answer, you 
                         needn't. But if you do, you must 
                         tell me the truth.

                                     LEON
                         I promise... I swear.

                                     NINOTCHKA
                              (seriously)
                         Did you make any change in this room?

                                     LEON
                         I don't think so.

                                     NINOTCHKA
                         When I was here before I noticed a 
                         photograph of a woman on the desk in 
                         a wide silver frame. I thought what 
                         a waste of silver. That's all that 
                         interested me then. Now I would like 
                         to know... what happened to the woman?

               Leon too is completely serious by now. For answer he quietly 
               opens the drawer of the desk. Ninotchka looks in and takes 
               from the drawer the photograph. As she looks at it she rises.

                                     NINOTCHKA
                         The Duchess.

               Leon nods gravely.

                                     NINOTCHKA
                              (looking at the picture)
                         She is very attractive. She has great 
                         elegance.
                              (she looks back at 
                              Leon)
                         She's what you call a woman of the 
                         world, isn't she?

                                     LEON
                              (after a little pause)
                         Ninotchka, I love you.

                                     NINOTCHKA
                         I suppose she is very entertaining... 
                         It must be lots of fun to be with 
                         her, so witty, so glamorous...

                                     LEON
                         Ninotchka, you're jealous.

               Ninotchka nods sadly.

                                     NINOTCHKA
                              (with great feeling)
                         Leon, don't ever ask me for a picture 
                         of myself... I couldn't bear the 
                         thought of being shut up in a 
                         drawer... I couldn't breathe, I 
                         couldn't stand it.

                                     LEON
                         My darling.

               As he takes her in his arms, we

                                                                  FADE OUT:

               INTERIOR, SMART NIGHT CLUB

               FADE IN:

               Duchess Swana enters with a party consisting of General 
               Savitzky and five other smartly dressed people of the world. 
               The Headwaiter hurries to greet Swana.

                                     HEADWAITER
                         Good evening, Your Highness.

                                     SWANA
                         Good evening, Louis. You seem to be 
                         very crowded tonight. Can you manage 
                         a table near the floor?

                                     HEADWAITER
                         Certainly, Your Highness, this way 
                         please... Count d'Algout made the 
                         reservation this afternoon.

                                     SWANA
                              (puzzled)
                         Count d'Algout...

                                     HEADWAITER
                         It is only a small table but it will 
                         be no trouble to put in some extra 
                         chairs.

               Swana has grasped the situation by now.

                                     SWANA
                         No, that's another party.

               In order to save the situation one of the ladies makes a 
               suggestion.

                                     LADY
                         Why don't we go some other place? 
                         It's so crowded here.

                                     SWANA
                              (delighted at her 
                              luck)
                         No, no! This is glory! At last I'm 
                         going to have a look at that female 
                         Bolshevik. Can you give us another 
                         table?

                                     HEADWAITER
                         Only one in the rear, I'm afraid.

                                     SWANA
                         That's perfect!

               Camera moves with the group as the Headwaiter leads it toward 
               a table.

                                     ANOTHER WOMAN GUEST
                         You mean Leon's bringing the Bolshevik 
                         you told us about?

                                     SWANA
                         Isn't it divine?

                                     ANOTHER GUEST
                         I wouldn't have missed this for the 
                         world.

                                     SWANA
                              (very gay, in 
                              anticipation of a 
                              triumph)
                         Now, we must be very discreet. If 
                         she sucks her soup and drinks out of 
                         her finger bowl, I don't want anyone 
                         to laugh.
                              (everybody in the 
                              party giggles)
                         We must not embarrass little Leon. 
                         He is going through enough for my 
                         sake. We mustn't add insult to injury

               By now they have reached the table in the rear.

                                     HEADWAITER
                         Is this satisfactory?

                                     SWANA
                         Thank you, Louis.

               They sit down. The Headwaiter bends over General Savitzky, 
               an elderly Russian aristocrat, who sits next to Swana.

                                     HEADWAITER
                         Is it to be dinner, monsieur?

                                     GENERAL SAVITZKY
                         Possibly later. We'll just start 
                         with champagne.

                                     SWANA
                              (to the party)
                         I'm only afraid that the doorman may 
                         spoil our fun. If only he lets her 
                         in!

               Swana laughs and everyone joins in her laughter.

                                     GENERAL SAVITZKY
                         Your Highness...

                                     SWANA
                         Yes, General Savitzky?

                                     GENERAL SAVITZKY
                         I want you to know all the White 
                         Russian exiles in Paris are keeping 
                         their fingers crossed about the 
                         jewels. They are very interested in 
                         the case. Swana suspects her 
                         countrymen.

                                     SWANA
                         Are they indeed? Thank you.

                                     GENERAL SAVITZKY
                         They hope the settlement will bring 
                         you a fortune.

                                     SWANA
                         General, please... if you hear any 
                         rumors that I am a charitable person, 
                         will you please kill them at their 
                         source?

               As she is lighting a cigarette a guest suddenly looks toward 
               the entrance and sees Leon.

                                     GUEST
                         Look! There's Leon!

               Joyfully Swana looks toward the entrance, as does everyone 
               else at the table.

                                     EVERYONE AT THE TABLE
                         Oh yes! Where? There! Oh! How 
                         exciting!

               CLOSE SHOT -- LEON AT THE ENTRANCE

               Suddenly, through the door of the cloakroom comes Ninotchka, 
               radiant in a beautiful evening gown.

               SWANA'S TABLE

               Swana's expression freezes as she sees Ninotchka. The rest 
               of the guests stare in an embarrassed silence, save for one 
               bird-brained little guest, named Marianne, who feels it her 
               mission to save the situation.

                                     MARIANNE
                         Isn't she something?

               A neighbor nudges her warningly. Swana withers her with a 
               glance and rises.

                                     SWANA
                         Shall we dance, General Savitzky?

               Swana and the General leave for the dance floor. The guest 
               who has nudged her turns to Marianne.

                                     GUEST
                         Are you crazy?

                                     ANOTHER GUEST
                         How could you make such a remark?

                                     THIRD GUEST
                         Swana isn't stupid.

                                     MARIANNE
                         What did I say? I just said "isn't 
                         she something?" I didn't say something 
                         what.

               CLOSE SHOT -- LEON'S TABLE

               Leon and Ninotchka are seated and a Waiter stands by them 
               presenting a bottle of champagne to Leon for his approval.

                                     LEON
                              (to Waiter)
                         Is it dry?

                                     WAITER
                         Yes, monsieur.

                                     LEON
                              (to Ninotchka)
                         Is that right or do you prefer it 
                         sweet?

                                     NINOTCHKA
                         I wouldn't know. The closest I ever 
                         came to champagne was in a newsreel. 
                         The wife of some president was 
                         throwing it at a battleship.

                                     LEON
                         It's always good luck to launch 
                         something with champagne; a 
                         battleship... or an evening.

               By now the Waiter is filling their glasses. Ninotchka lifts 
               her glass and looks at it.

                                     NINOTCHKA
                         It's funny to look back. I was brought 
                         up on goat's milk, I had a ration of 
                         vodka in the army, and now champagne.

                                     LEON
                              (gaily)
                         From goats to grapes. That's drinking 
                         in the right direction.

               Ninotchka takes her first sip of champagne. Leon drinks and 
               watches her. The first sip proves a painful surprise. 
               Ninotchka's face is that of a child who has been fed a bad 
               medicine.

                                     NINOTCHKA
                         Ugh... um... oh...
                              (slowly the delight 
                              of champagne dawns 
                              on her and her face 
                              breaks into a smile)
                         It's good.

               She drinks the whole glass at once. Leon looks at her in 
               amused surprise. He drinks too. The Waiter fills their glasses 
               again.

                                     NINOTCHKA
                         From what I read I thought champagne 
                         was a strong drink. It's very 
                         delicate. Do people ever get drunk 
                         on this?

                                     LEON
                         There have been cases... but the 
                         headache the next morning is worth 
                         while -- if you drink it with the 
                         right toast.
                              (he raises his glass 
                              again fondly)
                         To us, Ninotchka!

               They clink glasses and drink again, looking at each other.

               LONG SHOT OF THE TABLE, including part of the dance floor.

               As Leon and Ninotchka lift their glasses again, Swana and 
               General Savitzky start to dance by the table. Swana stops, 
               pretending complete astonishment.

                                     SWANA
                         Hello, Leon! What a surprise! You of 
                         all people! How are you, my dear?

               Leon gets up. Ninotchka watches the scene tensely.

                                     LEON
                              (embarrassed)
                         Hello, Swana. How do you do, General 
                         Savitzky?

                                     GENERAL SAVITZKY
                         How do you do?

                                     SWANA
                              (to Leon)
                         You're looking magnificent, Leon...
                              (to General Savitzky)
                         ...isn't he, General Savitzky?

                                     GENERAL SAVITZKY
                         Yes.

               Leon knows that Swana wants to embarrass him but is 
               embarrassed nevertheless.

                                     LEON
                         Thank you.

                                     SWANA
                         Is this your new dress suit?

                                     LEON
                         Yes, Swana.

                                     SWANA
                         Didn't I tell you Benson and Benson 
                         were the tailors for you?

                                     LEON
                              (patiently)
                         Yes, Swana, you did.

                                     SWANA
                         It's a dream of beauty. He never 
                         takes my word for anything, but I 
                         was right, wasn't I?

                                     LEON
                         Yes, Swana.

                                     SWANA
                              (forcing an 
                              introduction)
                         Am I interrupting?

                                     LEON
                         Not at all. Your Highness, may I 
                         present Madame Yakushova?

                                     SWANA
                         How do you do?

                                     NINOTCHKA
                         How do you do?

                                     LEON
                         And General Savitzky.

                                     GENERAL SAVITZKY
                         How do you do?

                                     NINOTCHKA
                         How do you do?

                                     SWANA
                         I've some wonderful news for you, 
                         Leon. It's about Punchy... do you 
                         mind if I sit down?

                                     LEON
                              (realizing that he 
                              cannot prevent it)
                         No... please...

               Swana sits down.

                                     SWANA
                              (to General Savitzky)
                         General, would you mind making my 
                         excuses at our table? I'll be back 
                         in a few moments.

                                     GENERAL SAVITZKY
                         Certainly.

               He bows and leaves.

               CLOSE SHOT -- ALL THREE SITTING AT THE TABLE

                                     SWANA
                         Well, Leon, we can be proud of our 
                         Punchy. He had a triumph at the dog 
                         show.

               During the following speech, Ninotchka's expression does not 
               change. She knows exactly the game Swana is playing.

                                     SWANA
                              (continuing)
                         He won another blue ribbon and bit 
                         the judge. Ha! ha! ha! I bought him 
                         the cutest sweater as a reward. You 
                         should see him strut down the street 
                         in it. He looks like a little 
                         boulevardier.
                              (to Ninotchka)
                         You see, Count d'Algout gave me Punchy 
                         for my birthday.
                              (to Leon)
                         You must have searched weeks before 
                         you found anything as divine as 
                         Punchy, didn't you, Leon?

                                     LEON
                              (fed up with Swana's 
                              tactics)
                         Months, Swana.

                                     SWANA
                              (to Ninotchka)
                         Poor Madame Yakushova... here we are 
                         talking in mysteries.... I'm sure 
                         you wonder what it's all about.

                                     NINOTCHKA
                              (dry and direct)
                         Not at all.... I understand perfectly, 
                         Count d'Algout gave you a dog. You 
                         made it very clear, madame.

                                     SWANA
                         Dear me... I must be losing my 
                         finesse. If I'm not careful I'll be 
                         understood by everybody.

                                     LEON
                              (acutely uncomfortable)
                         There's a charming crowd here tonight, 
                         isn't there?

                                     SWANA
                         I'm going, Leon...
                              (she rises, as does 
                              Leon, delighted to 
                              get rid of her)
                         but before I leave I must compliment 
                         you on your gown, Madame Yakushova. 
                         Is that what they're wearing in Moscow 
                         this year?

                                     NINOTCHKA
                         No, last year, madame.

               Swana sits again, as does Leon.

                                     SWANA
                         Isn't it amazing! One gets a wrong 
                         impression of the new Russia.
                              (cynically)
                         It must be charming. I'm glad 
                         conditions are so improved. I assume 
                         this is what the factory workers 
                         wear at their dances?

                                     NINOTCHKA
                         Exactly. You see, it would have been 
                         embarrassing for people of my sort 
                         to wear low-cut gowns in the old 
                         Russia. The lashes of the Cossacks 
                         across our backs were not very 
                         becoming, and you know how vain women 
                         are.

                                     SWANA
                         You're absolutely right about the 
                         Cossacks. We made an unpardonable 
                         mistake when we let them use their 
                         knouts. They had such reliable guns.

               Leon has grown more and more uncomfortable as the two ladies 
               fence.

                                     LEON
                         Will you do me a favor? Stop talking 
                         about the good old days.

                                     SWANA
                         A very wise suggestion, Leon. I'm 
                         afraid madame and I will never agree.
                              (she plays her trump 
                              card)
                         The only thing we have in common is 
                         our lawsuit and that will be decided 
                         next week. I understand everything 
                         will be over by Thursday. Am I right?

               Ninotchka and Leon realize the malice and yet the truth of 
               her words.

                                     NINOTCHKA
                         You're right, madame, it will all be 
                         over by Thursday.

                                     SWANA
                              (rubbing it in)
                         It is unfortunate that you have so 
                         few more days in Paris.
                              (she turns to Leon)
                         Be sure and redouble your efforts so 
                         that madame can take some pleasant 
                         memories when she returns to Moscow.
                              (she rises, Leon rising 
                              too)
                         Good night.
                              (Ninotchka nods without 
                              answering. To Leon)
                         Good night, Leon.

                                     LEON
                              (coldly)
                         Good night, Swana.

               Swana leaves the table. Leon sits again. The mood of the two 
               has been changed by the problem of their separation, which 
               has been brought before them. They sit in silence for a 
               moment. Ninotchka speaks first.

                                     NINOTCHKA
                         Now I think I need a glass of 
                         champagne.

               Leon fills their glasses. They drink. Then Leon takes 
               Ninotchka's hand.

                                     NINOTCHKA
                              (trying to break the 
                              mood)
                         Quickly, please... tell me one of 
                         your funny stories.

                                     LEON
                         A funny story?

                                     NINOTCHKA
                         You never finished the one about the 
                         two Scotchmen with the names.

                                     LEON
                         Well, there were two Scotchmen. One 
                         was named McIntosh and one was named 
                         McGillicuddy. They met on the street.

               He stops.

                                     NINOTCHKA
                         Go on.

                                     LEON
                         No, darling. I'll tell you another 
                         story, a much better one.
                              (with deep sincerity)
                         The only thing that will be over on 
                         Thursday is the lawsuit. There will 
                         be no Thursday for us. Not next week 
                         or any week. We won't let it happen. 
                         I'll tear it out of the calendar. Is 
                         that a good story?

                                     NINOTCHKA
                              (touched)
                         Wonderful -- if one could believe 
                         it.

                                     LEON
                         You must, darling.

                                     NINOTCHKA
                              (lifting her glass)
                         To the loveliest story I ever heard.

               They drink. The orchestra starts a number.

                                     NINOTCHKA
                              (afraid of where the 
                              conversation may 
                              lead)
                         Shall we dance?

               They both start toward the dance floor.

               CLOSE SHOT -- LEON AND NINOTCHKA, DANCING A WALTZ

               At the second turn Ninotchka starts to feel the effect of 
               the champagne.

                                     NINOTCHKA
                              (tipsily)
                         Oo! Darling! Something is the matter.

                                     LEON
                         You just made that trip from goats 
                         to grapes a little too fast.

                                     NINOTCHKA
                         Oh, everything is so wonderful! It's 
                         getting farther and farther away!

                                     LEON
                         What, darling?

                                     NINOTCHKA
                         Thursday.

                                     LEON
                         Yes. Don't worry. Everything will be 
                         all right.

               In the gayest mood, Ninotchka addresses the crowd on the 
               dance floor.

                                     NINOTCHKA
                         Comrades! Comrades!

                                     LEON
                              (embarrassed)
                         Darling, darling... please!

                                     NINOTCHKA
                         I must talk to my brothers!

                                     LEON
                         Shhh! Shhh!

                                     NINOTCHKA
                         Don't shush me. I am People! I want 
                         to make a speech. I want to overthrow 
                         the Duchess!

               Leon starts to lead her off the dance floor.

                                     LEON
                         But, darling, you can't do that.

                                     NINOTCHKA
                         Comrades! Good people of France!

                                     LEON
                         Now, Ninotchka... please!

                                     NINOTCHKA
                         They are all Duchesses here... 
                         thousands of Duchesses... and I am 
                         going to tell them.

               By now they have almost reached the powder room.

                                     LEON
                         Quite right... yes, yes, yes, but 
                         first you're going in that door and 
                         you're going to take a little spirits 
                         of ammonia and lie down.

                                     NINOTCHKA
                              (sweetly)
                         No speech?

                                     LEON
                              (as though he were 
                              addressing a little 
                              child)
                         No speech.

                                     NINOTCHKA
                         I love you, my little Leonitchka!

                                     LEON
                         And I adore you, Ninotchua.

               Ninotchka goes unsteadily into the powder room. Leon wipes 
               his forehead in relief and goes to the bar, followed by the 
               CAMERA.

                                     LEON
                              (to the bartender)
                         Give me a double brandy.

               CLOSE SHOT -- DOOR OF THE POWDER ROOM

               A group of four to six women come out whispering excitedly 
               about something which must have happened within.

               CAMERA goes with them as they go to the Manager of the 
               restaurant and crowd about him and whisper what has happened.

               CLOSE SHOT -- BAR

               The bartender gives Leon his double brandy and Leon tosses 
               it off. The Manager comes into the shot and addresses Leon.

                                     MANAGER
                              (very excitedly)
                         I'm very sorry, Count d'Algout, it 
                         is most embarrassing, but the lady 
                         you brought with you tonight is 
                         spreading communistic propaganda in 
                         the powder room.

               Leon stares at him for a second, then turns to the bartender.

                                     LEON
                         Give me another double brandy.

                                     MANAGER
                         That kind of propaganda is bad 
                         anywhere, but inciting the attendants 
                         of a powder room to go on strike.... 
                         Well, if she succeeds the consequences 
                         will be disastrous.

                                     LEON
                         What can I do about it?

                                     MANAGER
                         She has been asked to leave the powder 
                         room but without success. We would 
                         appreciate if you would see to it 
                         yourself.

                                     LEON
                              (horrified)
                         You want me to go in there?

                                     MANAGER
                         I'm sorry, sir, but I must insist.

               The Manager bows and walks away. Leon gulps down the second 
               double brandy. The CAMERA follows him as he proceeds toward 
               the powder room like a hero going into battle. Just as he is 
               about to enter, a very dignified elderly lady comes out, is 
               surprised at his attempted entrance, and glares at him. Leon 
               loses his courage and FOLLOWED BY THE CAMERA goes back to 
               the bar to strengthen it with some of the Dutch variety.

                                     LEON
                              (completely exhausted -- 
                              to the bartender)
                         Make it a triple brandy. As we

                                                               DISSOLVE TO:

               LIVING ROOM -- THE ROYAL SUITE

               Rakonin, the waiter, opens the door. Ninotchka and Leon, 
               both very tipsy by now, enter the room. Leon is carrying a 
               bottle of champagne in a napkin. As he passes the waiter he 
               speaks:

                                     LEON
                              (to Rakonin)
                         All right... you can tell the 
                         Duchess... you can tell everybody... 
                         they know anyhow... it doesn't make 
                         any difference... now get out!

               Rakonin, who seems very interested in the situation, closes 
               the door.

               Leon goes to Ninotchka. Both sit on a couch.

                                     NINOTCHKA
                              (moving close to him)
                         Don't tell them where we're going, 
                         sweetheart.

                                     LEON
                         No. Nobody will find us.

               Ninotchka is lyrically tight. Through her there shines a 
               great happiness.

                                     NINOTCHKA
                         Are we going to build our little 
                         house?

                                     LEON
                         Yes... a little white house.

                                     NINOTCHKA
                         Not white, darling.

                                     LEON
                         All right, we'll make it red.

                                     NINOTCHKA
                         No, don't let's have it any color... 
                         no color... just a house house... 
                         let's form our own party.

                                     LEON
                         Right: Lovers of the world unite!

                                     NINOTCHKA
                              (delighted)
                         And we won't stretch up our arms...

                                     LEON
                         No! No!

                                     NINOTCHKA
                         ...and we won't clench our fist...

                                     LEON
                         No! No!

                                     NINOTCHKA
                              (tenderly)
                         Our salute will be a kiss.

                                     LEON
                         Yes... a kiss... salute!

               She sinks into his arms and they kiss.

                                     NINOTCHKA
                              (still in his arms)
                         I am so happy. No one can be so happy 
                         without being punished. I will be 
                         punished and I should be punished.
                              (she gets up)
                         I want to confess, darling.

                                     LEON
                         I know... it's the Russian soul.

                                     NINOTCHKA
                              (her gaiety mixed 
                              with sadness)
                         Everyone wants to confess and if 
                         they don't confess they make them 
                         confess. I am a traitor. When I kissed 
                         you I betrayed the Russian ideal. 
                         Leon, I should be stood up against 
                         the wall.

               Leon gets up.

                                     LEON
                              (sympathetically)
                         Would that make you any happier?

                                     NINOTCHKA
                         Much happier.

                                     LEON
                         All right.

               Still carrying the champagne bottle, Leon leads her to the 
               end of the room and stands her against the wall. He takes 
               the napkin from the champagne bottle and puts it over her 
               eyes. The CAMERA moves with him as he goes away from 
               Ninotchka, and as he walks he starts to open the champagne. 
               The cork pops.

               CLOSE SHOT -- NINOTCHKA, as she sinks gently into a chair.

                                     NINOTCHKA
                              (happily)
                         I have paid the penalty. Now let's 
                         have some music.

               CLOSE SHOT -- NINOTCHKA AND LEON

                                     LEON
                         Let's turn on the radio.

                                     NINOTCHKA
                         Radio! What is radio?

                                     LEON
                         It's a little box that you buy on 
                         the installment plan and before you 
                         tune it in they tell you they have a 
                         new model.

                                     NINOTCHKA
                              (getting up)
                         Oh yes, yes. It has a little knob 
                         that turns... a little knob... it 
                         must be somewhere around here... 
                         yes... here... I see...

               Confusedly Ninotchka starts looking for something, repeating, 
               "a little knob... a little knob." Followed by Leon she goes 
               toward the safe, opens the concealing door, and both are 
               delighted as they see the safe's dial.

                                     NINOTCHKA
                              (triumphantly)
                         Here it is!

               Leon nods approval and starts to turn the dial.

                                     LEON
                         What shall we get? The news!

                                     NINOTCHKA
                         No, no news. We don't want to know 
                         what's happening in the world. We 
                         want to be left alone, don't we?

                                     LEON
                         Yes, sweetheart... all by ourselves.

                                     NINOTCHKA
                              (remembering vaguely)
                         Well, then we turn twice to the right 
                         and stop at seven...

               Leon follows her instructions.

                                     NINOTCHKA
                              (after a little pause, 
                              sadly)
                         It's dead.

                                     LEON
                         Well, it has to warm up... you have 
                         to give it a chance... just like 
                         people... like you and me... first 
                         you wanted to fight me and now we 
                         belong to the same party... salute!

               He takes her in his arms and again they embrace.

                                     NINOTCHKA
                              (as though she were 
                              in heaven)
                         Now twice to the left and stop at 
                         seventeen.

               Leon again follows her instructions.

               INTERIOR -- SAFE, shooting toward the door.

               Leon opens the door and both look into the safe.

                                     NINOTCHKA
                              (disappointed)
                         No music.

                                     LEON
                              (also disappointed)
                         No, no music.

               Through her fog, Ninotchka becomes aware of the case 
               containing the jewels.

                                     NINOTCHKA
                              (bitterly)
                         There it is... Thursday... you can't 
                         rip it out of the week....

                                     LEON
                              (helpfully)
                         But I can throw it out of the window.

                                     NINOTCHKA
                              (philosophically)
                         It wouldn't be fair to the man in 
                         the street.
                              (she pushes back the 
                              lid)
                         There they are... they are terrible 
                         things, those jewels....

                                     LEON
                         ...but big.

                                     NINOTCHKA
                         ...they are the tears of Old Russia... 
                         see that stone?

                                     LEON
                         Who cried that one?

                                     NINOTCHKA
                         Czar Peter gave it to his wife, 
                         Catherine the Great. For it he sold 
                         ten thousand serfs in the market.

                                     LEON
                         Now, darling, don't get impatient, 
                         wait until we are married. You know 
                         that worthless butler of mine... 
                         that reactionary? Some day when I 
                         come home to you I may say, "Darling, 
                         I drove Gaston to the market and 
                         look what I got from him!"

               From the case of jewels he takes a beautiful diadem and holds 
               it in front of her.

                                     NINOTCHKA
                              (the economist now)
                         First ten thousand serfs... now just 
                         Gaston. It is very encouraging.

               Leon takes her by the hand and leads her from the safe.

                                     LEON
                         Come, sweetheart. Let me put it on 
                         you. You will teach these jewels. 
                         For the first time they will learn 
                         how they can look.

                                     NINOTCHKA
                         They belong to the people.

                                     LEON
                              (in a ceremonial voice)
                         I give them back to the people...
                              (as formal and steady 
                              as possible under 
                              the conditions he 
                              puts the diadem on 
                              her head)
                         I make you Ninotchka the Great... 
                         Duchess of the People!... Grand 
                         Duchess of the People!

               Ninotchka falls in with the spirit of this imaginary 
               coronation.

                                     NINOTCHKA
                         Is this the wish of the masses?

                                     LEON
                         It is their wish.

                                     NINOTCHKA
                         Thank you, Leon... thank you, masses.
                              (in a low voice)
                         Can I make a speech now?

                                     LEON
                         Please.

               Ninotchka turns to an imaginary assemblage.

                                     NINOTCHKA
                         Comrades! People of the world! The 
                         revolution is on the march... I 
                         know... wars will wash over us... 
                         bombs will fall... all civilization 
                         will crumble... but not yet, please... 
                         wait, wait... what's the hurry?
                              (mixing reality with 
                              fantasy)
                         Let us be happy... give us our 
                         moment....
                              (turning to Leon)
                         We are happy, aren't we, Leon?

                                     LEON
                              (fondly)
                         Yes, sweetheart.
                              (he holds her in his 
                              arms)

                                     NINOTCHKA
                              (her voice getting 
                              dimmer and dimmer)
                         So happy and so tired.

               She falls asleep in his arms. Leon gathers her up and carries 
               her into the bedroom, the diadem still on her head.

               BEDROOM -- THE ROYAL SUITE

               Leon carries Ninotchka to the bed, puts her down on it. She 
               is now sleeping soundly. He kisses her once more and then 
               turns, the CAMERA PANNING with him, and starts toward the 
               door to the corridor and exits. As he closes the door with 
               an uncertain hand, it slams.

               CLOSE SHOT -- NINOTCHKA, as she lies on the bed

               On the night table beside her is a photograph of the stern-
               faced Lenin. The crash of the slamming door awakens Ninotchka 
               for a moment. Completely content and happy, she turns around 
               and sees the disapproving face of the photograph.

                                     NINOTCHKA
                              (charmingly)
                         Smile, little father, smile.

               INSERT OF PHOTOGRAPH OF LENIN

               The photograph of Lenin starts to smile in approval, as we...

                                                                  FADE OUT:

               AN ESTABLISHING SHOT OF PARIS -- DAY

               FADE IN ON:

               IN THE FOREGROUND a clock shows that it is a quarter to 
               twelve.

                                                               DISSOLVE TO:

               LONG SHOT -- LIVING ROOM OF THE ROYAL SUITE

               It is taken from an ANGLE which includes the door. The lights 
               are still on, the curtains drawn, the empty champagne bottle 
               and glasses litter the room. We hear the buzzer of the 
               corridor door ring several times without an answer.

               CAMERA moves through the door into the bedroom, never 
               disclosing the bed. The lights in the bedroom are still 
               lighted also and the curtains drawn. CAMERA stops on the 
               door from the bedroom to the corridor. The buzzer rings. 
               Apparently the caller has moved from the living-room door to 
               the bedroom door.

               CLOSE SHOT OF THE BED

               Ninotchka is lying on the bed, still in her evening dress. 
               The diadem is no longer on her head, but no special emphasis 
               is laid on that detail in the camera angle. We hear the sound 
               of the buzzer ringing again and again. Ninotchka half wakens 
               and calls out something which sounds like "come in" without 
               being fully aware of what she is doing.

               BEDROOM -- AT THE DOOR

               The door is opened from the outside by a maid, who lets in 
               the Duchess Swana, dressed in a smart morning outfit. Swana 
               looks around, surprised and amused at the state of the room. 
               She walks over to the bed where lies Ninotchka, still not 
               enough awake to face reality. Swana is delighted to have 
               surprised Ninotchka in this condition.

                                     SWANA
                              (ironically)
                         Good morning.

                                     NINOTCHKA
                              (awakening gradually)
                         What?

                                     SWANA
                         It is tomorrow morning... tomorrow 
                         noon, to be exact. I hope you will 
                         forgive me. I know it's extremely 
                         cruel to waken anyone at such an 
                         hour. Don't you recognize me? I am 
                         the Duchess Swana.

               By now Ninotchka is awake. She gets up and realizes to her 
               acute embarrassment the condition in which Swana has found 
               her.

                                     SWANA
                         I know how you feel, my dear. The 
                         morning after always does look grim 
                         if you happen to be wearing last 
                         night's dress. Don't be embarrassed 
                         by my presence, though. You couldn't 
                         have found anybody more sympathetic 
                         to your condition. I remember once 
                         in Petrograd when I felt exactly as 
                         you do. I had to bow from a balcony 
                         to the crowd. My dear, the masses 
                         have no understanding of the feelings 
                         of a lady before noon. Don't you 
                         find that true?

               During Swana's speech Ninotchka has found herself completely.

                                     NINOTCHKA
                         I think we can cut your visit short. 
                         Leon is not here.

                                     SWANA
                         Of course not, my dear! I didn't 
                         come here with any such suspicion. 
                         How ridiculous!
                              (with a glance toward 
                              the living room)
                         Nor did I come here to pick up his 
                         hat.

               CLOSE SHOT -- LEON'S HAT, shot through the bedroom door into 
               the living room where it lies on the table.

               LONG SHOT -- LIVING ROOM -- TOWARD BEDROOM DOOR

               By the bed stand Ninotchka and Swana. Swana starts toward 
               the living room, Ninotchka following her.

                                     SWANA
                              (as she reaches the 
                              threshold)
                         How stale last night's gaiety looks! 
                         It has the taste of a dead cigarette.

                                     NINOTCHKA
                         If you were encouraged to come here 
                         by our meeting last night I am afraid 
                         you misunderstood my attitude.

                                     SWANA
                         Don't worry, you were quite rude 
                         enough.
                              (during the following 
                              speech, she draws 
                              the curtains and 
                              opens the windows)
                         Do you mind if I let in a little 
                         fresh air and sunshine? I'm sure it 
                         will make you feel better and I want 
                         you to be at your very best. In full 
                         possession of your faculties, at 
                         least.

                                     NINOTCHKA
                              (regaining her usual 
                              firmness)
                         Please come to the point. What is it 
                         you want?

                                     SWANA
                         I just dropped in to have a little 
                         heart-to-heart talk with you.

                                     NINOTCHKA
                         We have nothing to discuss.

                                     SWANA
                         Now there you are completely wrong. 
                         If we sit down for a little chat, 
                         I'm sure we won't run out of 
                         conversation and what's more it won't 
                         be dull.

                                     NINOTCHKA
                         Madame, what is it you people always 
                         say, regardless of what you mean... 
                         "I am delighted to have you here"? I 
                         have not reached that stage of 
                         civilization.

                                     SWANA
                         That's all right... I grow on people.

                                     NINOTCHKA
                         I must ask you to leave.

                                     SWANA
                         Leave? That's exactly what I came 
                         here to ask you to do. Leave! I don't 
                         mean this hotel and I don't mean 
                         Paris... I mean France. There's a 
                         plane for Moscow at five-forty.

                                     NINOTCHKA
                              (puzzled)
                         Madame, if you...

                                     SWANA
                         Don't worry. I have already made 
                         reservations. It's perfect flying 
                         weather. They assure me there's a 
                         fine tail wind which will sweep you 
                         back to Moscow in no time.

                                     NINOTCHKA
                              (still not 
                              understanding)
                         If this is meant to be a joke it is 
                         not funny. Or do you still think 
                         you're issuing orders from your palace 
                         in Petrograd?

               Ninotchka's words for the first time sting Swana out of her 
               apparently superficial attitude.

                                     SWANA
                              (bitterly)
                         My palace in Petrograd... yes, you 
                         took that away from me. You took 
                         away my czar, my country, my people, 
                         everything I had...
                              (with emphasis)
                         but nothing more -- I warn you.

                                     NINOTCHKA
                              (simply)
                         People cannot be taken away, madame, 
                         neither a hundred and sixty million 
                         nor one. Not if you have their love. 
                         You hadn't. That's why you're not in 
                         Russia any longer, and that's why 
                         you came here this morning.

                                     SWANA
                         Very interesting, my dear, but 
                         couldn't you write all that from 
                         Moscow? A dissertation on love on 
                         Soviet stationery -- would be an 
                         amusing paradox.

                                     NINOTCHKA
                         It is not enough to be witty, madame. 
                         People grow tired of being 
                         entertained. You made that mistake 
                         before. Problems were never solved 
                         by bowing from a balcony.

                                     SWANA
                         My dear, you don't know how impressive 
                         I could be. Did you ever see me in 
                         my regalia with my diadem and all my 
                         jewels?

               The word diadem startles Ninotchka. She starts to remember 
               the night before, and she looks toward the safe.

               INSERT OF THE DOOR OF THE SAFE, which is closed by now.

               CLOSE SHOT -- NINOTCHKA AND SWANA

               Ninotchka stares in the direction of the safe as Swana 
               chatters on.

                                     SWANA
                         You can't deny we gave the people 
                         their money's worth -- almost -- 
                         eight tumbling Romanoffs -- eight!

                                     NINOTCHKA
                              (desperately)
                         I must insist that you leave.

                                     SWANA
                         Not before you agree to use those 
                         reservations to Moscow.

                                     NINOTCHKA
                         In that case I can only say good-by.

               Abruptly she walks toward the bedroom.

               TRAVELING SHOT OF NINOTCHKA

               She enters the small room connecting the living room and 
               bedroom and closes the door to the living room. She walks 
               into the bedroom toward the bed and glances at it. The diadem 
               is not there. After going back into the anteroom, she opens 
               the outer door of the safe and pulls on the inner door. It 
               has not been properly closed and opens at once. The safe is 
               empty. Ninotchka stands staring in frozen horror for a moment, 
               then rushes to the telephone by the bed.

                                     NINOTCHKA
                              (into the telephone)
                         �lys�e 2763.

               LONG SHOT -- NINOTCHKA AT THE TELEPHONE, waiting for her 
               connection

               In the background the door to the living room is opened by 
               Swana.

                                     SWANA
                              (standing in the door)
                         I wouldn't waken Leon. After last 
                         night I would say not before three 
                         o'clock at the earliest.

                                     NINOTCHKA
                         I told you to go, madame.

                                     SWANA
                         Believe me, Leon can't help you. He 
                         doesn't know anything about the 
                         jewels... I give you my word... I 
                         swear it.

               Ninotchka hangs up the receiver and stares at Swana. She 
               walks toward her.

               LIVING ROOM, SHOOTING INTO THE BEDROOM. In the foreground 
               Swana, in the background Ninotchka, who is hurrying toward 
               her.

                                     NINOTCHKA
                         Where are they?

                                     SWANA
                         You were very careless with our 
                         precious jewels, my dear. They're 
                         too expensive a toy for two children 
                         to play with.

                                     NINOTCHKA
                         Where are they?

                                     SWANA
                         Don't worry. Fortunately last night 
                         a very trustworthy friend kept his 
                         eyes open. Perhaps he overstepped 
                         his function as a waiter but he 
                         fulfilled his duty as a Russian.
                              (she draws back the 
                              fur scarf she is 
                              wearing, revealing a 
                              diamond star, one of 
                              the jewels we have 
                              seen)
                         I just put this on for sentiment. 
                         The rest are absolutely safe. I assure 
                         you. But if you feel like notifying 
                         the police...

                                     NINOTCHKA
                         You leave me no choice.

                                     SWANA
                         Won't it be rather embarrassing for 
                         a Soviet Envoy to disclose the 
                         circumstances under which she lost 
                         them?

                                     NINOTCHKA
                         I will have to face the consequences, 
                         but so will you. Don't forget they 
                         will ask how you got them.

                                     SWANA
                         That's very simple to answer. They 
                         were given to me by my mother. They 
                         were given to her by her mother, in 
                         fact they're mine, you cannot steal 
                         what belongs to you!

               She proceeds into the living room, followed by Ninotchka.

                                     NINOTCHKA
                         They always belonged to the Russian 
                         people. They were paid for with their 
                         sweat, their blood, their lives and 
                         you will give them back!

                                     SWANA
                              (triumphantly)
                         I told you we had plenty to talk 
                         about. Shall we sit down?

               They both sit.

                                     SWANA
                              (very matter-of-fact)
                         Now, let's free ourselves from 
                         emotionalism and try to solve the 
                         problem in a practical way. Our 
                         situation has changed considerably. 
                         Before I had only a claim to the 
                         jewels. Now I have the jewels.

                                     NINOTCHKA
                         In other words moral ideas have no 
                         weight with you... all right, then 
                         let's deal with legal facts. You 
                         know that France has recognized the 
                         Soviet.

                                     SWANA
                         Unfortunately.

                                     NINOTCHKA
                         Under Soviet law the jewels belong 
                         to the State. France is going to 
                         uphold that ownership.

                                     SWANA
                         My lawyer agrees with you. He says 
                         France will uphold it in every court, 
                         but I will drag you through every 
                         court, don't forget that. And when I 
                         say it will take two years I am, as 
                         always, conservative.

                                     NINOTCHKA
                         Won't those two years in court be 
                         expensive for you? I know that money 
                         was no object as long as you could 
                         squeeze it from the pockets of the 
                         people, but now...

                                     SWANA
                         I may run out of money, but you have 
                         already run out of bread. Two years 
                         is a long time for your comrades to 
                         wait.

                                     NINOTCHKA
                         I see. You have calculated in terms 
                         of hunger.

                                     SWANA
                         No, I just wanted to be absolutely 
                         impartial. Both of us are faced with 
                         two rather uncomfortable years. We 
                         can condense these two years to two 
                         minutes if you want to accept my 
                         proposition. Ninotchka now realizes 
                         what she is after.

                                     NINOTCHKA
                         Go on.

                                     SWANA
                         I am willing to hand over the jewels 
                         and sign the necessary papers if you 
                         take that five-forty plane to Moscow.

                                     NINOTCHKA
                              (quietly)
                         That's not the way to win him back... 
                         not Leon.

                                     SWANA
                         I think I know Leon quite as well as 
                         you... possibly a little better. 
                         Leave that worry to me. Five-forty 
                         leaves you time enough to close the 
                         deal with Monsieur Mercier, but 
                         naturally you'll be too busy for any 
                         farewells. I'll see to it that 
                         everything is done in the most 
                         expeditious manner and I will also 
                         see you to the airport. That's my 
                         proposition, Comrade Yakushova.

               Ninotchka knows herself to be faced with an inevitable 
               decision. For a moment she cannot answer. The telephone rings. 
               Ninotchka takes the receiver.

                                     NINOTCHKA
                              (into telephone)
                         Yes...
                              (it is Leon)
                         Oh hello...

               Much as she wants to talk to him she hesitates in the presence 
               of Swana. Swana realizes the situation, gets up, and walks 
               over to the window, where she stands looking out.

               CLOSE-UP -- NINOTCHKA AT TELEPHONE

                                     NINOTCHKA
                         Good morning, Leon...
                              (forcing herself to 
                              be gay so that he 
                              will not suspect 
                              anything)
                         ... no, you didn't waken me... I am 
                         fine, thank you.... Yes, it was... 
                         marvelous.... What?... for luncheon? 
                         I'm afraid I can't. I am going to be 
                         very busy...
                              (looking for excuses)
                         well, I have a lot of things to attend 
                         to today.... What?... Well to tell 
                         you the truth I am a little tired 
                         and I would like to rest...
                              (she forces herself 
                              to laugh)
                         you may be right... perhaps it is 
                         the champagne.... For dinner?... Of 
                         course... seven o'clock here?...
                              (realizing that she 
                              will be gone by then)
                         seven o'clock is all right.... 
                         Where?... That will be lovely.... 
                         Yes...
                              (there is a knock on 
                              the door)
                         Come in.
                              (into the telephone)
                         Yes?...
                              (looking toward the 
                              door she sees 
                              something which makes 
                              her stop the 
                              conversation)
                         Just a moment...
                              (she puts the receiver 
                              on the table and 
                              walks toward the 
                              door)

               ANTEROOM BETWEEN LIVING ROOM AND CORRIDOR, shooting toward 
               the living room. In the background we see Swana standing at 
               the window. Ninotchka comes into the anteroom, closes the 
               door in order to shut off Swana's view. Camera pans with 
               Ninotchka as she walks toward the hall door where the bellboy 
               is putting down a big flower basket.

                                     NINOTCHKA
                              (to bellboy)
                         You can leave it here.

               The bellboy exits. Ninotchka looks at the basket of flowers 
               for a moment, then takes the envelope which is attached to 
               the handle. She opens it and reads the enclosed letter. It 
               must be a love note, for her eyes grow wet. She turns to the 
               last page.

               INSERT

               "...and sweetheart, I have kept my first promise. I sent 
               poor old Gaston to the market this morning and if you will 
               look deep into the flowers you will see what I got for 
               him...."

               CLOSE SHOT -- NINOTCHKA

               She puts her hand in the basket and takes out a bottle of 
               milk.

               INSERT OF THE BOTTLE

               On the label we see a picture of a goat.

               NINOTCHKA

               She smiles sadly and goes to the telephone, which is on the 
               console in the anteroom.

                                     NINOTCHKA
                              (into telephone)
                         Operator, will you switch the call 
                         please?... Hello?... Darling, your 
                         present just arrived.... It's very 
                         silly and very wonderful... thank 
                         you... No, I won't forget... seven 
                         o'clock....
                              (with great tenderness)
                         Good-by, my darling.... What?... 
                         Oh...
                              (softly)
                         salute!

               She puts down the receiver. Camera pans with her as she goes 
               to the door of the living room. She opens the door and goes 
               in. Swana turns from the window.

                                     NINOTCHKA
                         I am sorry to have kept you waiting, 
                         madame.

               SWANA -- AT THE AIRPORT

                                                               DISSOLVE TO:

               shooting from a HIGH ANGLE. We hear the SOUND of an airplane 
               just taking off. Camera pulls back so that Swana seems to be 
               photographed from the airplane. Finally the SHOT discloses 
               the whole airport and Swana disappearing into the crowd.

               ENTRANCE HALL -- SWANA'S APARTMENT

               Swana's maid is opening the door for Swana, who enters in 
               the highest spirits.

                                     SWANA
                         Good afternoon, Jacqueline.

                                     MAID
                         Good afternoon, Your Highness.
                              (hesitantly)
                         Madame, I...

                                     SWANA
                         You didn't find my glove. All right, 
                         you're forgiven.

                                     MAID
                         Thank you, Your Highness. Count 
                         d'Algout is waiting. He's been here 
                         some time.

               Swana inspects herself briefly in the hall mirror, proceeds 
               into the living room.

               LIVING ROOM -- SWANA'S APARTMENT

               Leon is pacing up and down. Swana enters.

                                     SWANA
                         Leon, darling, how nice! Have you 
                         ordered tea or a cocktail?

                                     LEON
                         No thanks, Swana.

                                     SWANA
                         Did I act stupidly last night? Should 
                         I apologize?

                                     LEON
                         I'm the one who should apologize. I 
                         should have talked to you before.

                                     SWANA
                         Is this, by any chance, going to be 
                         a confession?

                                     LEON
                         Yes.

                                     SWANA
                         Oh, no, my little Volga boatman. 
                         Have you forgotten our First 
                         Commandment: Never Complain -- Never 
                         Explain. It has worked so often and 
                         so perfectly, don't let's break the 
                         rule. And please don't look so guilty, 
                         otherwise I'll...

                                     LEON
                         This time, Swana -- just this once -- 
                         I must ask you to listen.

                                     SWANA
                         All right, I'll listen.

                                     LEON
                         I know you hate the obvious but do 
                         you mind if, at this moment, I'm not 
                         in the least subtle?

                                     SWANA
                         Brutal frankness, if you insist.

                                     LEON
                         There are a hundred ways to approach 
                         it, but I feel it can best be said 
                         in one simple phrase. I'm in love, 
                         Swana.

                                     SWANA
                         And I thought it was something 
                         serious! How could you frighten me 
                         so?

                                     LEON
                         It must be serious, Swana. Not long 
                         ago I'd have considered such a 
                         statement rather juvenile and rather 
                         middle class. Now I can say it without 
                         stammering, without a blush. I'm in 
                         love, Swana.

                                     SWANA
                         Say it over and over again, Leon. 
                         Words are a wonderful safety valve, 
                         and that's what you need -- because 
                         you know it's impossible, don't you?

                                     LEON
                         I have to be simple again, Swana, 
                         and you may find it shockingly banal. 
                         I've thought it over and I'm willing 
                         to take all the consequences, even 
                         if it means a complete readjustment 
                         of my way of living.

                                     SWANA
                         Leon! This has the ugly sound of 
                         regeneration.

                                     LEON
                         I'm afraid that's what it is.

                                     SWANA
                         The same old trouble, Leon. You're 
                         always late. Whether you're taking 
                         me to the Opera or calling for me at 
                         a beauty shop, you're never on time. 
                         And now, when it's a question of 
                         your reform -- late again.
                              (she glances at her 
                              wrist watch)
                         By about five minutes.

                                     LEON
                         What is this, Swana?

                                     SWANA
                         Knowing the efficiency of the French 
                         Air Service I think I can guarantee 
                         that Madame Yakushova has already 
                         taken off for Moscow.

                                     LEON
                         Has done what?

                                     SWANA
                         She's gone, Leon.

                                     LEON
                         Do you expect me to believe that?

               Swana picks up the receiver of the telephone and holds it 
               out to him.

                                     SWANA
                         Here's the telephone. If you call 
                         the hotel you will find that you 
                         have no seven o'clock appointment.

               THE MOSCOW PLANE

               It is flying past the Eiffel Tower.

               CLOSE SHOT -- AIRPLANE WINDOW

               Behind the window we see Ninotchka looking at Paris for the 
               last time. Camera moves over to the next window and we see 
               Buljanoff, Iranoff, and Kopalski also giving Paris a sad 
               farewell look.

               ANOTHER VIEW OF PARIS, from the air. The mist has closed in 
               by now so that only the top of the Eiffel Tower is visible 
               above it.

               CLOSE-UP -- NINOTCHKA, looking down on the Tower

               INTERIOR, Airplane -- Ninotchka, Buljanoff, Iranoff, and 
               Kopalski

               Ninotchka turns from the window and leans against the back 
               of her chair. The Russians follow her example. There is a 
               moment of silence and sadness.

                                     BULJANOFF
                         Imagine, for once in our lives we 
                         were in Paris and we never went to 
                         the Eiffel Tower.

                                     KOPALSKI
                         That's right.

                                     IRANOFF
                         They tell me it has a wonderful 
                         restaurant on the second floor.

                                     KOPALSKI
                         While you eat, you look at the view.

               CLOSE-UP -- NINOTCHKA

               She is trying to overcome all sentimentality, but as the 
               following speech progresses she cannot escape the personal 
               implication involved.

                                     NINOTCHKA
                         Yes, it is an amazing piece of 
                         engineering. Still the most remarkable 
                         iron structure in the world. Leading 
                         to the top there is a staircase of 
                         over a thousand steps... but an 
                         elevator is included in the price of 
                         admission.

                                                                  FADE OUT:

               FADE IN:

               INSERT OF A PARIS NEWSPAPER

               HERALD DU MATIN

               Camera zooms down on a headline of an article.

               Mercier buys priceless russian jewels. Russian commission 
               has left for moscow.

               STREET IN PARIS -- MORNING

               Camera follows Leon as he walks excitedly and nervously along 
               the boulevard. He turns into a Russian Intouriste Bureau, 
               one of the travel bureaus maintained by the Soviet government 
               in foreign countries to supply information regarding travel, 
               give visas, etc.

               INTOURISTE BUREAU

               It is a typical travel bureau. Behind the counter are 
               attendants and some people getting information and pamphlets. 
               Leon enters, looks around, and sees a door which says "Visas 
               and Passport Department." He enters.

               INTERIOR, VISA ROOM

               It is a room smaller than the previous one. Behind the counter 
               stands a typical Bolshevik Official. In front of the counter 
               is an elderly English lady. Leon takes his place behind her, 
               nervous at having to wait. The Official stamps the English 
               lady's passport and hands it to her.

                                     OFFICIAL
                         Well, everything is in order. I hope 
                         you will enjoy your trip to Russia, 
                         madame.

                                     ENGLISH LADY
                         Thank you. Oh, by the way, I've heard 
                         so many rumors about laundry 
                         conditions in Russia. Is it advisable 
                         to take one's own towels?

                                     OFFICIAL
                         Certainly not, madame. That's only 
                         capitalistic propaganda. We change 
                         the towel every week.

                                     ENGLISH LADY
                         Oh... thank you.

               She leaves. Leon moves up to the Official.

                                     OFFICIAL
                         Yes, please?

               At this moment the telephone rings. The Official takes the 
               receiver.

                                     OFFICIAL
                              (into phone)
                         Yes... Comrade Cazabine? No, I'm 
                         sorry... he hasn't been with us for 
                         six months. He was called back to 
                         Russia and was investigated. You can 
                         get further details from his widow.

               He hangs up the receiver. Leon, thinking of Ninotchka, is 
               horrified by this statement.

                                     LEON
                         Pardon me, I am very interested in 
                         what you just said -- you mean when 
                         an envoy goes back to Russia -- if 
                         they don't like what he has done 
                         they put him out of the way?

                                     OFFICIAL
                         Not always... look at me... I've 
                         been back twice.
                              (he knocks on wood)

                                     LEON
                              (his alarm growing)
                         Here's my passport.... Please give 
                         me a visa. I have to leave for Russia 
                         immediately.

                                     OFFICIAL
                              (reading passport)
                         Count Leon d'Algout... a count!... a 
                         nobleman!

                                     LEON
                         Don't hold that against me... please!

                                     OFFICIAL
                         Why should an aristocrat want to go 
                         to Russia?

                                     LEON
                         Business.

                                     OFFICIAL
                         What business?

                                     LEON
                         Private.

                                     OFFICIAL
                         There is no privacy in Russia. This 
                         whole thing seems very suspicious. 
                         What's the real reason? If you ever 
                         want to get into Russia, take my 
                         advice... confess!

                                     LEON
                              (dismayed)
                         Confess what?

                                     OFFICIAL
                         Are you sympathetic to the former 
                         Czaristic government -- the White 
                         Russians?

                                     LEON
                         On the contrary -- I don't want to 
                         have anything to do with them.

                                     OFFICIAL
                         You believe in our cause?

               Leon, feeling that he has to go to the rescue of his girl, 
               whips up an enormous enthusiasm for the cause.

                                     LEON
                         Oh... I think it's great! Everyone 
                         works -- everyone contributes -- 
                         that's what I want to do -- work! I 
                         make my own bed -- you can call up 
                         my butler! I don't believe in the 
                         right of the individual. I like the 
                         Bolshevik ideal -- everyone being 
                         the same. You just like me -- me 
                         just like you -- I use your comb -- 
                         you use my toothbrush -- oh, it's a 
                         great life.... Please... give me 
                         that visa!

               At this moment Swana enters.

                                     SWANA
                         Hello, Leon darling!

                                     LEON
                              (startled)
                         Hello.

                                     SWANA
                         (suavely) After our talk last night 
                         I took it for granted that you would 
                         drop in here this morning. Knowing 
                         how difficult it is to get into Soviet 
                         Russia, I thought I might be of some 
                         assistance to you.
                              (to the Official)
                         May I introduce myself? I am the 
                         Duchess Swana of Russia... another 
                         Russia.

               The Official gasps in surprise.

                                     LEON
                         Now, please, Swana.

                                     SWANA
                              (to the Official)
                         Count d'Algout was for several years 
                         my personal representative and if it 
                         is necessary to sign any affidavit 
                         for him I'll be delighted.

                                     LEON
                              (bitterly)
                         That does it, Swana.
                              (he leads her toward 
                              the door)
                         Now you mustn't miss your appointment 
                         with your hair-dresser.

                                     SWANA
                              (stopping at the door)
                         Just in case they don't give you 
                         your visa to Russia I want you to 
                         know that I have signed a contract 
                         for my memoirs and rented a lovely 
                         little ch�teau in the Touraine, and 
                         if you feel the need of a change...

                                     LEON
                         Thank you, Swana. You are very 
                         gracious.

               His words are unmistakably a final dismissal. She walks out. 
               Leon looks after her for a second, then goes back to the 
               Official. He tries to laugh off the incident.

                                     LEON
                         She must have her little joke.
                              (the Official responds 
                              with a stony look)
                         You're not going to take that 
                         seriously.

                                     OFFICIAL
                         The Grand Duchess Swana... active in 
                         the White Russian movement?

                                     LEON
                         Believe me, I have no connection 
                         with her any longer... I swear I 
                         haven't!

                                     OFFICIAL
                         But you had!

                                     LEON
                         Listen, I want to be absolutely frank 
                         with you. I have no business in 
                         Moscow.

                                     OFFICIAL
                         I think so too.

                                     LEON
                         I want to see a friend of mine... a 
                         very dear friend.... It's a personal 
                         matter which has nothing to do with 
                         politics or social philosophies.... 
                         It's a girl.

                                     OFFICIAL
                         So it's love which drags you to 
                         Moscow.

                                     LEON
                         Yes!

                                     OFFICIAL
                         No visa.

                                     LEON
                              (fighting for his 
                              point)
                         I must get into that country of yours!

                                     OFFICIAL
                         Oh no. No visa.

                                     LEON
                              (more aggressively)
                         That's impossible! Nobody has the 
                         right.... You can't do that!... If 
                         you don't give me that visa...

                                     OFFICIAL
                              (ironically)
                         You're going to force us... huh?

                                     LEON
                              (growing violent)
                         Now look here... you advertise all 
                         over the world that you want people 
                         to go into your country and when 
                         someone tries to get in, you keep 
                         him out!

                                     OFFICIAL
                         Why should I take a chance?

                                     LEON
                         On what?

                                     OFFICIAL
                         How do I know you don't want to blow 
                         up a factory?

                                     LEON
                         What for... why?

                                     OFFICIAL
                         Or a tunnel or a bridge...

                                     LEON
                         Suspicions... nothing but 
                         suspicions!... That's the trouble 
                         with you! If you don't let me in 
                         I'll stand in front of this office 
                         of yours and warn people to keep 
                         away from Russia!... I'll picket 
                         your whole country....

               The Official laughs in a superior way.

                                     LEON
                         I'll boycott you, that's what I'm 
                         going to do!... No more vodka... no 
                         more caviar... no more Tchaikovsky... 
                         no more borscht.... Wait a minute, I 
                         know something better than that...

               The Official leans forward sarcastically.

                                     OFFICIAL
                         What?

               With a knock-out blow, Leon sends him to the floor, then, 
               leaning over the counter, he shouts.

                                     LEON
                         And you can tell the Kremlin that's 
                         just the beginning!

               He strides out.

               The Official's head emerges from the counter. As he adjusts 
               his bruised jaw, he speaks.

                                     OFFICIAL
                         No visa.

               Establishing Shot of Russia -- First of May -- Stock Shot of 
               May Day Parade on the Red Square

               FADE IN ON:

                                                               DISSOLVE TO:

               RADIO ANNOUNCER

                                     RADIO ANNOUNCER
                         March, march, march! Comrades of the 
                         World, never has there been such a 
                         May Day parade as this! Already for 
                         four hours the pavements of Moscow 
                         have resounded to the tread of a 
                         million boots! Thousands of gun-
                         carriages have thundered past. 
                         Thousands of tanks, combined with 
                         our mighty air force, have 
                         demonstrated to a belligerent neighbor 
                         that we are ready and invincible! 
                         Now past me marches the great army 
                         of our civilians! Men and women of 
                         all ages. All servants of the State 
                         united in one thought and ideal. 
                         Group of Several Units Marching

               Workmen, soldiers, tanks, airplanes, etc.

                                                               DISSOLVE TO:

               Column of Women, dressed in typical Russian May Day parade 
               fashion, marching and saluting. The CAMERA NARROWS DOWN to a 
               CLOSE SHOT OF Ninotchka marching with the others. All her 
               individuality is gone. She is one of many, a cog in the 
               Russian machine. With a stern expression she is looking 
               straight ahead when suddenly something attracts her attention 
               and she glances to one side.

               A Column of Male Workers is coming in the opposite direction. 
               Buljanoff, Iranoff, and Kopalski are recognizable among them.

               CLOSE SHOT -- BULJANOFF, IRANOFF, AND KOPALSKI MARCHING. All 
               three are already pretty exhausted from the long march. 
               Kopalski sees Ninotchka. He whispers it to the others. The 
               three look toward Ninotchka and lift their shoulders with a 
               gesture which says, "Look where we are now."

               CLOSE SHOT -- NINOTCHKA, answering them with a sad smile. 
               After they have passed she stares straight forward again 
               with the same stern expression.

                                                               DISSOLVE TO:

               PANNING SHOT -- STAIRCASE IN NINOTCHKA'S TENEMENT HOUSE

               It is an overcrowded house. People are walking up and down 
               stairs, standing grouped in front of the various apartments; 
               children are sliding down the banisters and playing games 
               under the feet of the adults.

               Ninotchka trudges upstairs wearily. Camera pans with her as 
               she goes into an apartment which is divided into several sub-
               apartments. Finally she opens the door of her own room and 
               goes in.

               NINOTCHKA'S ROOM

               It is a comparatively small room, which she shares with two 
               other girls. As she enters only one girl is present. It is 
               Anna, a cello player, who sits on the edge of her bed 
               practicing on her cello. Apparently Ninotchka has not adjusted 
               herself completely to the Moscow which she once thought so 
               great.

                                     NINOTCHKA
                         Good evening, Anna.

                                     ANNA
                         Good evening, Ninotchka.

                                     NINOTCHKA
                         Aren't you late?

                                     ANNA
                         No, the opera starts an hour later 
                         tonight on account of the parade.

               During the following scene Anna puts her cello in its case 
               and gets ready to go to her job. Ninotchka starts to arrange 
               the table in the center of the floor for a party of four. 
               Out of her cupboard she takes very primitive-looking dishes, 
               a flower pot, glasses, and a kind of shawl which serves as a 
               tablecloth.

                                     NINOTCHKA
                         Didn't you march?

               Anna is apparently not a fanatical believer in the Bolshevik 
               regime and takes a cynical and humorous attitude toward it.

                                     ANNA
                         They didn't let me. I am in disgrace. 
                         Last week at the performance of Carmen 
                         I played a sour note. The conductor 
                         got so excited he yelled, "There's 
                         sabotage in the string section!"

                                     NINOTCHKA
                         Too bad... you missed an inspiring 
                         day, Anna.

                                     ANNA
                         I know... my heart is sad... but my 
                         feet are happy. When all the tanks 
                         and guns were roaring over the Red 
                         Square I sat here all by myself and 
                         played a Beethoven sonata. Not bad 
                         at all.
                              (she has noticed 
                              Ninotchka's 
                              preparations)
                         Are you expecting someone?

                                     NINOTCHKA
                         A few friends... just a little dinner 
                         party.

                                     ANNA
                         What are you serving?

                                     NINOTCHKA
                         An omelet.

                                     ANNA
                              (puzzled)
                         An omelet! Aren't you living a little 
                         above your ration?

                                     NINOTCHKA
                         Well, I've saved up two eggs and 
                         each of my friends is bringing his 
                         own so we'll manage.

                                     ANNA
                         It just goes to prove the theory of 
                         our State. If you stand alone it 
                         means a boiled egg but if you're 
                         true to the collective spirit and 
                         stick together you've got an omelet.
                              (devilishly)
                         That reminds me... have you heard 
                         the latest they're telling about the 
                         Kremlin?

               At this moment a door to one of the adjoining rooms opens 
               and Gurganov, a middle-aged man with a sour stool-pigeon 
               expression, walks quietly through the room to another door, 
               taking in the girls with one sly glance and giving the 
               impression that not only his eyes but his ears are open. 
               Anna breaks off her remark.

                                     ANNA
                              (whispering)
                         I'll tell you later.
                              (after Gurganov has 
                              disappeared into the 
                              other room she 
                              continues)
                         That Gurganov, you never know whether 
                         he's on his way to the washroom or 
                         the Secret Police.

                                     NINOTCHKA
                         You should be more careful, Anna.

                                     ANNA
                         And you too, Ninotchka.

                                     NINOTCHKA
                              (amazed)
                         About what?

                                     ANNA
                         Ever since you have been back from 
                         Paris...

                                     NINOTCHKA
                         I haven't talked to anyone about 
                         Paris. I haven't said a word.

                                     ANNA
                         That's just it. It makes people feel 
                         queer. I dont' want you to get in 
                         any trouble.

                                     NINOTCHKA
                         I have nothing to hide.

                                     ANNA
                         You should. I'll show you.

               She walks over to her cupboard and takes out a piece of 
               lingerie and comes back to Ninotchka with it.

                                     ANNA
                         When I passed through the laundry 
                         yard today I saw all the women huddled 
                         around this so I brought it up here. 
                         Things like this create a bad feeling. 
                         First they didn't know whose it was. 
                         Then they saw the Paris label and 
                         did it start a commotion! Some said 
                         it's what we all ought to wear and 
                         others said it's like hanging foreign 
                         ideas on our clothesline. It 
                         undermines our whole cause.

                                     NINOTCHKA
                              (aware of the pettiness 
                              which surrounds her)
                         I see.

                                     ANNA
                         You know how it is today... all you 
                         have to do is wear a pair of silk 
                         stockings and they suspect you of 
                         counter-revolution.

                                     NINOTCHKA
                         Thank you, Anna. I'll dry it up here 
                         when I wash it next. I should hate 
                         to see our country endangered by my 
                         underwear.

                                     ANNA
                              (confidentially)
                         Ninotchka, you know I am your friend, 
                         you can trust me.... Did you bring 
                         back anything else?

               Ninotchka suddenly is transported to Paris in her memory.

                                     NINOTCHKA
                              (with feeling)
                         No, I left everything in Paris. I 
                         just happened to be wearing this.

                                     ANNA
                         Tell me... what else did you have?

                                     NINOTCHKA
                              (enjoying the thought)
                         Well, a hat...

                                     ANNA
                         What was it like?

                                     NINOTCHKA
                         It was very silly.... I would be 
                         ashamed to wear it here.

                                     ANNA
                         As beautiful as that? What else? 
                         Come, tell me.

                                     NINOTCHKA
                         An evening gown.

                                     ANNA
                              (puzzled)
                         Evening gown?

                                     NINOTCHKA
                         A dress you wear in the evening.

                                     ANNA
                         What do you wear in the morning?

                                     NINOTCHKA
                         When you get up you put on a negligee, 
                         and then you change to a morning 
                         frock.

                                     ANNA
                         You mean to tell me you wear a 
                         different dress for different times 
                         of the day?

                                     NINOTCHKA
                         Yes.

                                     ANNA
                         Now, Ninotchka, you're exaggerating.

                                     NINOTCHKA
                         No, my dear, it is true. That's how 
                         they live in the other world. Here 
                         we dress to have our bodies covered... 
                         to keep warm....

                                     ANNA
                         And there?

                                     NINOTCHKA
                         Well, sometimes they're not completely 
                         covered but... they don't freeze.

                                     ANNA
                              (fingering the piece 
                              of lingerie)
                         They must have wonderful materials 
                         to make a thing like this so soft... 
                         something you don't even see.

                                     NINOTCHKA
                         You feel it, though.

                                     ANNA
                              (hesitantly)
                         Ninotchka, I wouldn't bring this up 
                         if we weren't such good friends.

                                     NINOTCHKA
                         What is it, Anna?

                                     ANNA
                         You know I told you that Pavlov and 
                         I are going to get married when he 
                         comes back from the maneuvers. Would 
                         it be asking too much...

                                     NINOTCHKA
                         You want this?

                                     ANNA
                         Just for the honeymoon.

                                     NINOTCHKA
                         You can have it for good. It is my 
                         wedding present.

               Anna is for a moment speechless over this generous gift. She 
               embraces and kisses Ninotchka.

                                     ANNA
                         Ninotchka! Ninotchka!

               She kisses her again, takes her cello, and starts to leave.

                                     ANNA
                         Am I going to play that cadenza 
                         tonight!

               Anna exits, closing the door. Ninotchka is left alone. Her 
               thoughts are still in the other world, obviously with Leon. 
               Mechanically she looks over the table to see if everything 
               is all right, then she walks over to the radio (a primitive 
               little machine). As she turns the knob she smiles again 
               reminiscently. As she does, the blare of a Russian speech 
               brings her back to reality.

                                     VOICE ON RADIO
                         Individuals? Yes, as atoms in the 
                         cosmos of Soviet Russia. Family? 
                         Yes. One great family of one hundred 
                         and sixty million, struggling, 
                         fighting, victorious Russian 
                         proletarians. Thus shall we pursue 
                         our way into the future, fists 
                         clenched, hearts encased in steel 
                         armed against bourgeois sentimentality 
                         and...

               Quickly she turns the knob and again there is a burst of 
               Russian oratory.

               SECOND VOICE ON RADIO

               ...From the Exploiters for the Toilers. We are going full 
               steam ahead through industrialization toward socialism. Let 
               us put the Union of Socialistic Soviet Republics into an 
               automobile and the muzhik into a tractor, and then let the 
               capitalists try to keep up with us! The same thing happens 
               for a third time.

               THIRD VOICE ON RADIO

               ...and thirty million peasants, eighty-five per cent of the 
               population owned three hundred forty-three million four 
               hundred and sixty-nine thousand acres of land, sixty-five 
               per cent of the total area. And one hundred and fifty thousand 
               nobles possessed thirty-five per cent of the country's natural 
               wealth!

               Ninotchka turns off the radio. She closes her eyes for a 
               moment and with a sad smile murmurs to herself.

                                     NINOTCHKA
                         No music.

               At this moment the door opens, and Buljanoff, Iranoff, and 
               Kopalski enter. There follow warm greetings between Ninotchka 
               and the Three Russians.

                                     ALL THREE RUSSIANS
                         Ninotchka! Ninotchka!

               A moment of silence follows. The four look at each other as 
               people do who share a secret.

                                     NINOTCHKA
                              (with great warmth)
                         How are you, you three scoundrels?

                                     KOPALSKI
                              (wryly)
                         Well, we're back home.

                                     BULJANOFF
                              (sourly)
                         You know what they say -- there's 
                         nothing like home.

                                     IRANOFF
                         That's right... and we might as well 
                         face it.

                                     NINOTCHKA
                              (trying not to say 
                              what she feels)
                         Come, now, you must not talk that 
                         way.... You have to adjust 
                         yourselves.... We must be brave.

                                     IRANOFF
                         Brave... that's right.

                                     BULJANOFF
                         Let's be happy that we're all alive.

                                     IRANOFF
                         And that's something we owe to 
                         Ninotchka.

                                     KOPALSKI
                         If you hadn't given Commissar Razinin 
                         such a wonderful report about us, 
                         who knows what would have happened?

                                     BULJANOFF
                         I can tell you exactly.

                                     NINOTCHKA
                         Now let's forget everything except 
                         that we're together.

                                     BULJANOFF
                         That's right.

                                     IRANOFF
                         Let's do that.

                                     KOPALSKI
                              (falling in with her 
                              attempt)
                         It's a real Paris reunion.

                                     IRANOFF
                         If you close your eyes and listen to 
                         our voices we might be in Paris.

                                     NINOTCHKA
                         Let's not close our eyes. There are 
                         many good things to see here too.

                                     BULJANOFF
                              (cynically)
                         I think I need my glasses.

                                     KOPALSKI
                              (reprimanding him 
                              quietly)
                         A little more tact... look how nicely 
                         she's fixed the table -- all for us.

                                     BULJANOFF
                              (in a loud voice, 
                              trying to make up 
                              for his faux pas)
                         How nicely you've fixed the table, 
                         Ninotchka.

                                     IRANOFF
                         What a lovely room you have here.

                                     BULJANOFF
                         How many families live here with 
                         you?

                                     NINOTCHKA
                         Only myself and two other girls. One 
                         is a cello player in the opera and 
                         the other a street-car conductor.

                                     IRANOFF
                              (impressed)
                         Just three people in a room this 
                         size? Whew!

                                     KOPALSKI
                              (inspecting the room)
                         And your own gas cooker? That's 
                         marvelous!
                              (forgetting himself)
                         Naturally it's not the Royal Suite...

                                     NINOTCHKA
                         Sssh! Once and for all, we're in 
                         Moscow!

                                     KOPALSKI
                              (walking over to the 
                              window)
                         Yes, there's no doubt of that...
                              (sarcastically)
                         Just look out of the window and there 
                         it is.

                                     NINOTCHKA
                         And it's great! Think what it was a 
                         few years ago and what it is now.

               Iranoff and Buljanoff have joined them at the window.

                                     IRANOFF
                         She's right...
                              (under his breath)
                         anyhow let's talk ourselves into it.

                                     BULJANOFF
                         Just see how happy the people look... 
                         from here....

                                     KOPALSKI
                         Can you blame them?... at least the 
                         May Day parade is over.

                                     BULJANOFF
                         That's another thing... it's spring.

                                     NINOTCHKA
                         The same spring we had in Paris. 
                         Just as good.

                                     KOPALSKI
                         Even the swallows are back.

                                     BULJANOFF AND IRANOFF
                         Yes, that's right.

                                     IRANOFF
                         Maybe that's the same swallow we saw 
                         in Paris!

                                     BULJANOFF
                         It is, Ninotchka! It is! He must 
                         have been in Paris! You can see it 
                         in his whole attitude! He just picked 
                         up a crumb of our black bread, shook 
                         his head, and dropped it.

                                     KOPALSKI
                         If you asked him why he left France 
                         I bet he couldn't name one good 
                         reason.

                                     BULJANOFF
                         I should be a swallow! Right now I 
                         would be sitting in front of the 
                         Caf� de Paris picking up flakes of 
                         French pastry that would melt in my 
                         bill.

                                     NINOTCHKA
                         Now, comrades... there is something 
                         better in life than crumbs of French 
                         pastry.

                                     KOPALSKI
                              (the realist)
                         Yes, a good piece of apfel strudel....

                                     NINOTCHKA
                         We will get that... we'll get 
                         everything... maybe a little bit 
                         later but we'll get it... We must be 
                         patient... Finally we got the spring, 
                         didn't we? We got the swallows, and 
                         you will get your apfel strudel too.

                                     BULJANOFF
                              (consolingly)
                         And if it is too late for you your 
                         children will eat it.

                                     IRANOFF
                              (breaking the mood)
                         Let's forget the future... let's 
                         stop being sentimental... let's start 
                         that omelet.

                                     KOPALSKI
                         That's right.
                              (he takes a little 
                              box out of his pocket)
                         Here's my egg.
                              (he hands it to 
                              Ninotchka)

               Iranoff unties his egg from his handkerchief.

                                     IRANOFF
                         And here's mine.

               He hands it to Ninotchka.

               Buljanoff reaches in his pocket and from his expression we 
               see that a catastrophe must have happened.

                                     BULJANOFF
                         Comrades... I'm out of the omelet.

                                     NINOTCHKA
                         Don't worry... there will be enough.

                                     IRANOFF
                         Come, Ninotchka, let's make it in 
                         real Parisian style!

               The group all go to the gas cooker and Ninotchka starts to 
               make the omelet. The others stand around as though they were 
               watching a great event.

                                     KOPALSKI
                         Let's fill it with confitures, des 
                         prunes...

                                     BULJANOFF
                         ...des raisins de Mad�re, des 
                         framboises...
                              (...with grapes of 
                              Madeira, with 
                              raspberries...)

                                     IRANOFF
                         ...des petites fraises des bois... 
                         de la cr�me de Bretagne...
                              (...with small wild 
                              strawberries... with 
                              cream...)

                                     KOPALSKI
                         ...so it blows up that big... what 
                         they call an Omelette Surprise!

                                     BULJANOFF
                         And the surprise is there's nothing 
                         in it.

                                     KOPALSKI
                         I know, but if we can't put in all 
                         these wonderful things at least let's 
                         put in some imagination.
                              (he raises his voice)
                         In that one omelet we'll taste the 
                         whole of Paris!

               The door through which Gurganov disappeared opens and Gurganov 
               comes out.

                                     IRANOFF
                              (seeing him)
                         Sssh!

               The conversation stops. Gurganov walks quietly through the 
               room, again observing everything. He goes out at last.

                                     IRANOFF
                         A man like that... all he has to do 
                         is to walk through a room and the 
                         omelet drops.

               There is a dead silence. All are again aware of the reality 
               which surrounds. They concentrate quietly on the frying pan.

                                                               DISSOLVE TO:

               INSERT OF THE FRYING PAN

               The eggs are gradually taking the shape of an omelet.

                                                               DISSOLVE TO:

               INSERT OF A PLATE ON THE TABLE

               Only the last scraps of the omelet are on it. Buljanoff's 
               hand comes in with a big piece of bread with which he sops 
               up every fragment that is left.

                                                               DISSOLVE TO:

               MEDIUM SHOT -- NINOTCHKA'S ROOM -- EVENING

               The curtains are drawn and the lamp lighted. All four are 
               sitting around the table, in the center of which is a samovar. 
               In front of each of them is a glass of tea. One of the 
               Russians is playing a balalaika and all are singing gaily, 
               "Paris."

               Ninotchka is enjoying their companionship. After a little 
               while the door to the corridor opens and Ninotchka's other 
               roommate, the street-car conductor, strides in. She is a 
               squareset, unfriendly woman in uniform.

               At sight of her one of the Russians nudges Ninotchka, makes 
               the gesture of ringing up a fare, and accompanies it with an 
               inquiring look. Ninotchka nods. The Russians change their 
               tune quickly to the "Volga Boatman" in order not to awaken 
               animosity.

               The street-car conductor goes to her bed and starts to take 
               off her shoes and her coat, then draws the curtain. During 
               the following scene we hear the splash of water and the sound 
               of gargling.

               Again Gurganov crosses the room, this time accompanied by 
               his little son.

               Suddenly the door is opened by Vladimir, a friendly old man.

                                     VLADIMIR
                              (calling into the 
                              room)
                         Comrade Yakushova, here, the postman 
                         left a letter for you.

               He hands her a letter and exits.

               CLOSE SHOT -- NINOTCHKA

               She takes the letter, glances at the envelope, and is stunned. 
               She turns the envelope -- an expression of breathless wonder 
               comes over her face.

                                     ALL THREE RUSSIANS
                         What is it, Ninotchka?

                                     NINOTCHKA
                         It's from Paris.

                                     IRANOFF AND BULJANOFF
                         From Paris?

                                     KOPALSKI
                         A bill?

                                     NINOTCHKA
                         From Leon.

                                     ALL THREE RUSSIANS
                         From Leon!... How is he?... Come, 
                         tell us... open it... tell us... how 
                         is he?

               Ninotchka sits in the chair nearest the lamp. All three are 
               looking over her shoulder. Ninotchka hesitates to open the 
               letter, obviously wanting to read it all by herself. Realizing 
               her feelings, the Three Russians walk to the far end of the 
               room and sit down on a little bench, looking toward Ninotchka 
               with childlike expectancy. In great anticipation Ninotchka 
               opens the letter. She starts to read it. Suddenly her 
               expression changes to one of terrific disappointment. She 
               turns the letter over, glances at the second page, then puts 
               the letter down on the table. The Russians have followed her 
               expression closely. Slowly they walk over to her.

                                     IRANOFF
                              (very sympathetic)
                         Bad news?

                                     NINOTCHKA
                         Look for yourselves.

               Iranoff picks up the letter. All three look at it.

               Insert of First Page of Letter, held in Iranoff's hand. In 
               Leon's handwriting we read:

               "Ninotchka, my darling,"

               The rest of the writing is blocked out, line by line, and 
               across the page is a big stamp which says "Censored." 
               Iranoff's hand turns the page. The second page is also 
               censored except for the final words,

               "Yours, Leon."

               SHOT OF THE WHOLE GROUP

               Iranoff puts the letter back on the table. They all understand 
               and realize that Ninotchka wants to be alone.

                                     KOPALSKI
                         Well, I think it's getting late. 
                         Good night, Ninotchka.

                                     IRANOFF
                         Thank you for a wonderful dinner.

               Ninotchka rises and shakes their hands.

                                     NINOTCHKA
                              (with great warmth)
                         Good night, my friends.

               The three start to leave but Buljanoff returns and whispers 
               to Ninotchka.

                                     BULJANOFF
                         They can't censor our memories, can 
                         they?

               Ninotchka presses his hand. He walks quietly out with the 
               others.

               Ninotchka, left alone, sits down. She is heartbroken. Her 
               thoughts are too sad and too far away to be disturbed by the 
               snoring which comes from the corner where the street-car 
               conductor has gone to bed.

                                                                  FADE OUT:

               CLOSE SHOT -- THE WINDOW OF RAZININ'S OFFICE

               FADE IN:

               shooting from the inside. Through the window the background 
               of Moscow. It is winter and snow is on the roofs. The CAMERA 
               PULLS BACK and discloses Razinin sitting at his desk, reading 
               a report with a stern expression.

               MEDIUM SHOT -- RAZININ'S OFFICE

               Ninotchka enters carrying several folders. She walks to 
               Razinin's desk and stands waiting for him to recognize her 
               presence. She is a tired, stern girl. Razinin looks up.

                                     RAZININ
                         Good morning, Comrade.

                                     NINOTCHKA
                              (very businesslike)
                         Good morning, Comrade Commissar. 
                         Here is my report on the materials 
                         available for trading in the next 
                         four months.

                                     RAZININ
                         Does this include the products of 
                         the Far Eastern provinces?

                                     NINOTCHKA
                         Yes, it does.

                                     RAZININ
                         You mean you have finished the whole 
                         investigation?

                                     NINOTCHKA
                         Yes.

                                     RAZININ
                         That's marvelous.... You must have 
                         worked day and night.... Don't you 
                         ever sleep?

                                     NINOTCHKA
                         I need very little sleep. We must be 
                         extremely careful what goods we take 
                         in exchange. I have already started 
                         a survey of our most urgent needs.

                                     RAZININ
                         Well, Comrade, I am afraid you will 
                         have to turn over that work to someone 
                         else.

                                     NINOTCHKA
                              (startled)
                         May I ask why?

                                     RAZININ
                         Please... sit down.

               Ninotchka sits.

                                     RAZININ
                         Cigarette?

                                     NINOTCHKA
                         Thank you.

                                     RAZININ
                         Well, Comrade, have you heard from 
                         your friends Kopalski, Buljanoff, 
                         and Iranoff?

                                     NINOTCHKA
                         No.

                                     RAZININ
                         I haven't either, but I've heard 
                         about them. You must realize it was 
                         only on the strength of your Paris 
                         report that I sent them to 
                         Constantinople; without that I never 
                         would have trusted them on a mission 
                         as important as the fur deal.

                                     NINOTCHKA
                         May I ask what has happened?

                                     RAZININ
                         As soon as our representatives go to 
                         a foreign country they seem to lose 
                         all sense of balance. If I told you 
                         what's going on in Constantinople 
                         right now you wouldn't believe it. 
                         Those three have been sitting there 
                         for six weeks and haven't sold a 
                         piece of fur.
                              (he points to the 
                              folder)
                         This anonymous report was sent me. 
                         They are dragging the good name of 
                         our country through every caf� and 
                         night club. Here...
                              (he reads from the 
                              report)
                         "How can the Bolshevik cause gain 
                         respect among the Moslems if your 
                         three representatives, Buljanoff, 
                         Iranoff, and Kopalski, get so drunk 
                         that they throw a carpet out of their 
                         hotel window and complain to the 
                         management that it didn't fly?"

               Ninotchka has to suppress a smile of amusement at the antics 
               of her three old friends.

                                     NINOTCHKA
                         Oh, they shouldn't do such things. 
                         Are you sure this report is correct?

                                     RAZININ
                         It gives details which couldn't be 
                         invented. Naturally I want to verify 
                         it and that's why I need you.

                                     NINOTCHKA
                              (apprehensively)
                         You want me to go to Constantinople?

                                     RAZININ
                         Yes... leaving immediately.

                                     NINOTCHKA
                              (her one object to 
                              escape the mission)
                         I appreciate the confidence you show 
                         in me, but I must ask you to entrust 
                         someone else with this mission. I 
                         should hate to interrupt my present 
                         work. I am positive that my survey 
                         is more important than finding out 
                         whether three of our comrades have 
                         been drinking some extra glasses of 
                         champagne.

                                     RAZININ
                              (austerely)
                         That is for me to decide, Comrade 
                         Yakushova.

                                     NINOTCHKA
                         I am sorry, I don't want to overstep 
                         my position -- but please... don't 
                         send me.

                                     RAZININ
                         I don't understand.

                                     NINOTCHKA
                              (making a last effort)
                         How can I make myself clear... It is 
                         difficult to express but I'd rather 
                         not go to foreign countries any more. 
                         Please, Comrade... let me stay here... 
                         let me finish my work... I am in the 
                         rhythm of it now... I don't want to 
                         go away. I don't want to be sent 
                         into that foreign atmosphere again. 
                         It throws one out of gear.... Let me 
                         finish my work... I have concentrated 
                         everything in it... Please... don't 
                         make me go.

                                     RAZININ
                         Please don't waste my time, Comrade. 
                         Do your duty. Good-by.

                                     NINOTCHKA
                         I will do my best.

               She exits, as we

                                                               DISSOLVE TO:

               ESTABLISHING SHOT OF CONSTANTINOPLE, on a bright sunlit day, 
               if possible with the circling shadow of an airplane.

                                                               DISSOLVE TO:

               LONG SHOT -- AIRPORT IN CONSTANTINOPLE, shooting from an 
               airplane angle. A crowd is awaiting the arrival of a plane. 
               The CAMERA goes down to a CLOSE SHOT of Buljanoff, Iranoff, 
               and Kopalski, standing in the crowd.

               All three are very elegantly and gaily dressed. They are in 
               the happiest mood. One of them carries a large bouquet of 
               flowers to greet Ninotchka.

                                                               DISSOLVE TO:

               LIVING ROOM OF A VERY LUXURIOUS HOTEL SUITE IN CONSTANTINOPLE. 
               Its style should suggest the locale. Ninotchka enters with 
               the Three Russians, who are very happy to have her with them 
               again.

                                     KOPALSKI
                              (indicating the room)
                         How do you like it, Ninotchka? Isn't 
                         it wonderful?

                                     IRANOFF AND BULJANOFF
                         Tell us... tell us.

               Ninotchka protests, but during the whole scene it is evident 
               that behind her protestations there is none of the force and 
               conviction she displayed in a similar situation in the Royal 
               Suite.

                                     NINOTCHKA
                         But Buljanoff, Iranoff, Kopalski...

                                     IRANOFF
                         Now, please, Ninotchka, don't start 
                         figuring it out in cows.

                                     NINOTCHKA
                         You've done it again and I am 
                         responsible. How can you forget 
                         yourselves this way? You were sent 
                         here to make money, not to spend it.

                                     IRANOFF
                         Buljanoff, she still has those old-
                         fashioned Bolshevik ideas.

                                     BULJANOFF
                         It is high time you got out of Russia.

                                     NINOTCHKA
                              (not knowing what to 
                              do with the three 
                              rascals)
                         I must be stern with you.

                                     KOPALSKI
                              (delighted)
                         That's our old Ninotchka!

                                     BULJANOFF AND IRANOFF
                              (agreeing with him)
                         Yes, yes.

                                     NINOTCHKA
                         Don't forget, the day will come when 
                         you will have to face Razinin.

                                     BULJANOFF
                              (cockily)
                         Good old Razinin! Is he still alive? 
                         How does he manage?

                                     NINOTCHKA
                         But, Comrades...

                                     KOPALSKI
                              (with the happiness 
                              of being free again 
                              in his voice)
                         We are not comrades any more... we 
                         are friends, Ninotchka.

                                     BULJANOFF
                         Imagine, we don't have to whisper 
                         any longer.

                                     IRANOFF
                         We can say whatever we want. We can 
                         shout... we can complain... Look...
                              (he opens the door 
                              leading to corridor)
                         The service in this hotel is terrible!
                              (he closes the door)
                         See? Nobody comes... nobody pays any 
                         attention. That's freedom.

                                     BULJANOFF
                              (dryly)
                         No, that's bad management.

                                     NINOTCHKA
                         Is it possible to bring you back to 
                         reality for a moment? I must have a 
                         complete report of your negotiations 
                         and a detailed expense account.

                                     BULJANOFF
                         Don't ask for it, Ninotchka. There 
                         is a Turkish proverb which says, "If 
                         something smells bad, why put your 
                         nose in it?"

                                     NINOTCHKA
                         And there is a Russian saying: "The 
                         cat who has cream on his whiskers 
                         had better find good excuses."

                                     BULJANOFF
                         With our cream situation what it is, 
                         it is Russia which should apologize 
                         to the cats.

                                     NINOTCHKA
                              (helplessly)
                         Friends... friends, Buljanoff, 
                         Iranoff...

                                     KOPALSKI
                              (afraid of being left 
                              out)
                         ...and Kopalski.

                                     NINOTCHKA
                              (pleadingly)
                         Don't make it difficult for me. This 
                         is no more a pleasure trip for me 
                         than it is for you.

                                     IRANOFF
                         That was our idea when we first came. 
                         All we thought we would get out of 
                         this trip was a Turkish bath, but... 
                         we learned better.

                                     KOPALSKI
                         Ninotchka, we are in the magic East, 
                         the country of Aladdin and His Lamp...

                                     IRANOFF
                         ...Ali Baba and the Forty Thieves... 
                         into one single hour you can crowd a 
                         thousand and one nights.

                                     BULJANOFF
                         All you have to do is say "open 
                         sesame."

                                     NINOTCHKA
                         I don't know how I can get you out 
                         of it this time. How will it end? 
                         What will happen to you?

                                     BULJANOFF
                              (intimately)
                         Shall we tell her?

                                     IRANOFF AND KOPALSKI
                         Yes.

                                     BULJANOFF
                              (proudly)
                         Ninotchka, I hope you'll be our guest.

                                     NINOTCHKA
                         Guest?

                                     BULJANOFF
                         We have opened a restaurant...

                                     IRANOFF
                         ...we have a wonderful electric sign: 
                         "Dine With Buljanof, Iranoff, and 
                         Kopalski."

                                     NINOTCHKA
                         You mean you are deserting Russia?

                                     KOPALSKI
                              (singing the song of 
                              freedom)
                         Don't call it desertion. Our little 
                         restaurant... that is our Russia... 
                         the Russia of borscht, the Russia of 
                         beef Stroganoff, blinis with sour 
                         cream...

                                     IRANOFF
                         ...the Russia of piroshki... people 
                         will eat and love it.

                                     BULJANOFF
                         We are not only serving good food, 
                         we are serving our country... we are 
                         making friends.

                                     NINOTCHKA
                              (completely bewildered)
                         Who gave you this idea? What is 
                         responsible for all this?

                                     KOPALSKI
                              (with a gleam in his 
                              eye)
                         There's something in Constantinople... 
                         something irresistible....

                                     IRANOFF
                         ...it is in the air... it may come 
                         around the corner as you walk down 
                         the street....

                                     BULJANOFF
                         ...it may step out of a bazaar... it 
                         may wait for you in a corridor... it 
                         may hide in the shadow of a 
                         minaret....

                                     KOPALSKI
                              (pointing to the 
                              balcony)
                         Right now it's on the balcony.

               Ninotchka looks toward the balcony and is dumbfounded as she 
               sees Leon standing there smiling at her. He walks quietly 
               toward her.

                                     LEON
                              (looking longingly at 
                              Ninotchka)
                         They wouldn't let me in so I had to 
                         get you out.

                                     NINOTCHKA
                              (still taken aback)
                         So -- you're behind all this. I should 
                         have known.

               Leon takes her hand and kisses it. The Three Russians exchange 
               glances. The CAMERA PANS WITH THEM --leaving Ninotchka and 
               Leon as Russians walk discreetly out of the room and close 
               the door behind them.

               CLOSE SHOT -- LEON AND NINOTCHKA

                                     LEON
                         Trying to keep me away from you! It 
                         couldn't be done. Naturally I couldn't 
                         go on forever punching passport 
                         officials in the nose -- but I found 
                         a way, didn't I? Darling, I had to 
                         see you. I wrote and wrote but all 
                         my letters came back.

                                     NINOTCHKA
                         The one I got they wouldn't let me 
                         read.
                              (carried away by 
                              emotion)
                         It began, "Ninotchka, my darling," 
                         and ended, "Yours, Leon."

                                     LEON
                              (with great feeling 
                              and sincerity)
                         I won't tell you what came between... 
                         I'll prove it. It will take a long 
                         time, Ninotchka... at least a 
                         lifetime.

               Ninotchka is aware that she is facing a decision. She knows 
               what she wants but still tries to evade a definite answer.

                                     NINOTCHKA
                         But, Leon, I am only here for a few 
                         days.

                                     LEON
                         If you don't stay with me, I'll have 
                         to continue my fight. I'll travel 
                         wherever Russian commissions are. 
                         I'll turn them all into Buljanoffs, 
                         Iranoffs, and Kopalskis. The world 
                         will be crowded with Russian 
                         restaurants. I'll depopulate Russia. 
                         Once you saved your country by going 
                         back. This time you can save it by 
                         staying here.

                                     NINOTCHKA
                         Well, when it is a choice between my 
                         personal interest and the good of my 
                         country, how can I waver? No one 
                         shall say Ninotchka was a bad Russian.

               Leon takes her in his arms, they kiss as we

                                                                  FADE OUT:

                                         THE END