Actor Point >> Movie Scripts >> Schindler's List Film Script

Schindler's List Movie Script

Writer(s) : Steven Zaillian

Genres : Drama, War

Search IMDb : Schindlers List


  
                                    "SCHINDLER'S LIST"

                                            BY

                                     Steven Zaillian

                                       Final Draft

                

               IN BLACK AND WHITE:

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

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

               BEWILDERED RURAL FACES coming down off the passenger train.

               FORMS being set out on the folding tables. HANDS straightening 
               pens and pencils and ink pads and stamps.

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

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

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

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

                                     CLERKS (V.O.)
                         ...Biberman... Steinberg... 
                         Chilowitz...

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

               INT. HOTEL ROOM - CRACOW, POLAND - NIGHT

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

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

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

               A bureau. Some currency, cigarettes, liquor, passport. And 
               an elaborate gold-on-black enamel Hakenkreuz (or swastika) 
               which the gentleman pins to the lapel of his elegant dinner 
               jacket.

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

               Even in this awful room.

               INT. NIGHTCLUB - CRACOW, POLAND - NIGHT

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

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

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

               WAITER SETS DOWN DRINKS

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

                                     WAITER
                         From the gentleman.

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

                                     LIEUTENANT
                         Do I know him?

               His sergeant doesn't. His girlfriend doesn't.

                                     LIEUTENANT
                         Find out who he is.

               The sergeant makes his way over to Schindler's table.

               There's a handshake and introductions before -- and the 
               lieutenant, watching, can't believe it -- his guy accepts 
               the chair Schindler's dragging over.

               The lieutenant waits, but his man doesn't come back; he's 
               forgotten already he went there for a reason. Finally, and 
               it irritates the SS man, he has to get up and go over there.

                                     LIEUTENANT
                         Stay here.

               His girlfriend watches him cross toward Schindler's table.

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

               WAITERS ARRIVE WITH PLATES OF CAVIAR

               and another round of drinks. The lieutenant makes a 
               halfhearted move for his wallet.

                                     LIEUTENANT
                         Let me get this one.

                                     SCHINDLER
                         No, put it away, put it away.

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

               A TABLECLOTH BILLOWS

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

                                     SCHINDLER
                         What are you drinking, gin?

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

               ROAR OF LAUGHTER

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

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

                                     SS OFFICER 1
                         Who is that?

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

               GIRL WITH A BIG CAMERA

               screws in a flashbulb. She lifts the unwieldy thing to her 
               face and focuses.

               As the bulb flashes, the noise of the club suddenly drops 
               out, and the moment is caught in BLACK and WHITE: Oskar 
               Schindler, surrounded by his many new friends, smiling 
               urbanely.

               EXT. SQUARE - CRACOW - DAY

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

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

                                     CLERKS
                         Groder... Gemeinerowa... Libeskind...

               INT. APARTMENT BUILDING - CRACOW - DAY

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

                                     SCHINDLER
                         Stern?

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

                                     SCHINDLER
                         Are you Itzhak Stern?

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

                                     STERN
                         I am.

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

               INT. STERN'S APARTMENT - DAY

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

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

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

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

               Schindler looks puzzled, then shrugs, dismissing it.

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

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

                                     STERN
                         It did all right.

               Schindler nods, takes out a cigarette case.

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

               He offers Stern a cigarette. Stern declines again.

                                     STERN
                         I was just the accountant.

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

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

                                     SCHINDLER
                         Field kits, mess kits...

               He waits for a reaction, and misinterprets Stern's silence 
               for a lack of understanding.

                                     SCHINDLER
                         Army contracts.

               But Stern does understand. He understands too well.

               Schindler grins good-naturedly.

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

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

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

                                     SCHINDLER
                         Like what?

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

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

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

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

                                     SCHINDLER
                         You know anybody?

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

                                     SCHINDLER
                         Jews, yeah. Investors.

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

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

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

                                     STERN
                         Pots and pans.

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

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

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

                                     SCHINDLER
                              (a slow knowing nod)
                         They should be.

               Silence.

               EXT. CRACOW - NIGHT

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

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

               EXT. STREET - CRACOW - DAY

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

               INT. ST. MARY'S CATHEDRAL - DAY

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

               The young Polish Jew from the street, Poldek Pfefferberg, 
               kneels, crosses himself, and slides in next to another young 
               man, Goldberg, going over notes scribbled on a little pad 
               inside a missal. Pfefferberg shows him a container of shoe 
               polish he takes from his pocket. Whispered, bored --

                                     GOLDBERG
                         What's that?

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

                                     GOLDBERG
                         You asked for shoe polish.

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

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

                                     PFEFFERBERG
                         I asked for metal, you gave me glass.

                                     GOLDBERG
                         This is not my problem.

                                     PFEFFERBERG
                         Look it up.

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

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

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

                                     GOLDBERG
                         Metal.

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

               INT. HOTEL - DAY

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

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

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

                                     PFEFFERBERG
                         That's a nice shirt.

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

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

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

                                     PFEFFERBERG
                         Like this?

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

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

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

                                     SCHINDLER
                         Nice things cost money.

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

                                     PFEFFERBERG
                         How many?

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

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

                                     PFEFFERBERG
                         Write down your measurements.

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

                                     SCHINDLER
                         I'm going to need some other things. 
                         As things come up.

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

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

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

               Other SS and Army officers share the table with Czurda.

               Schindler, too, nice blue shirt, jacket, only he doesn't 
               seem to be paying attention; rather his attention and 
               affections are directed to the blonde next to him, Ingrid.

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

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

                                     SCHINDLER
                              (to Ingrid)
                         Excuse me.

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

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

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

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

               Big smiles. Flash.

               INT. STOREFRONT - CRACOW - DAY

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

                                     OWNER
                         I go to the bank, I go in, they tell 
                         me my account's been placed in Trust. 
                         In Trust? What are they talking about, 
                         whose Trust? The Germans'. I look 
                         around. Now I see that everybody's 
                         arguing, they can't get to their 
                         money either.

                                     MAX REDLICHT
                         This is true?

                                     OWNER
                         I'll take you there.

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

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

               The owner of the place just stares at Redlicht.

                                     MAX REDLICHT
                         That makes sense to you?

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

               EXT. CRACOW STREET - DAY

               Max strolls along the sidewalk, browsing in store windows.

               People inside and out nod hello, but they despise him, they 
               fear him.

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

               INT. STARAR BOZNICA SYNAGOGUE - SAME TIME - DAY

               The Sabbath prayers of a congregation of Orthodox Jews are 
               interrupted by a commotion at the rear of the ancient temple.

               Several non-Orthodox Jews from the street, including Max 
               Redlicht, are being herded inside by the Einsatz Boys.

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

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

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

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

               After a long tense silence.

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

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

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

               Max admits it with a shrug.

                                     MAX REDLICHT
                         I've done some things... but I won't 
                         do this.

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

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

               Nobody answers. He turns to Max.

                                     EINSATZ NCO
                         You, sir, I respect.

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

                                     EINSATZ NCO
                         The rest of you... ...are beneath 
                         his contempt.

               He turns and walks away. The other Einsatz Boys pull rifles 
               and revolvers from their coats and open fire.

               EXT. CRACOW - DAY

               In BLACK AND WHITE and absolute silence, a suitcase thrown

               from a second story window arcs slowly through the air. As 
               it hits the pavement, spilling open -- SOUND ON -- and, 
               returning to COLOR --

               Thousands of families pushing barrows through the streets of 
               Kazimierz, dragging mattresses over the bridge at Podgorze, 
               carrying kettles and fur coats and children on a mass forced 
               exodus into the ghetto.

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

                                     POLISH GIRL
                         Goodbye, Jews.

               EXT. GHETTO GATE - DAY

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

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

                                     PFEFFERBERG
                         What's this?

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

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

                                     PFEFFERBERG
                         Yeah, I can.

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

               INT. APARTMENT BUILDING, GHETTO - NIGHT

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

               INT. GHETTO APARTMENT - NIGHT

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

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

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

                                     INVESTOR 1
                         Not good enough.

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

                                     INVESTOR 1
                         Money's still money.

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

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

                                     SCHINDLER
                         Did I call this meeting? You told 
                         Mr. Stern you wanted to speak to me. 
                         I'm here. Now you want to negotiate? 
                         The offer's withdrawn.

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

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

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

               The investors study him. This is not a manageable German.

               Whether he's honest or not is impossible to say. Their glances 
               to Stern don't help them; he doesn't know either.

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

               INT. FACTORY FLOOR - DAY

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

               INT. UPSTAIRS OFFICE - SAME TIME - DAY

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

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

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

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

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

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

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

                                     SCHINDLER
                         Why should I hire Poles?

               INT. FACTORY FLOOR - DAY

               Another machine starting up, growling louder, louder --

               EXT. PEACE SQUARE, THE GHETTO - DAY

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

                                     TEACHER
                         I'm a teacher.

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

                                     CLERK
                         Not essential work, stand over there.

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

               EXT. PEACE SQUARE - LATER - DAY

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

                                     TEACHER
                         I'm a metal polisher.

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

                                     CLERK
                         Good.

               The world's gone mad.

               INT. FACTORY FLOOR - DAY

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

               The motor grinds louder, louder.

               INT. APARTMENT - DAY

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

               INT. THE APARTMENT - NIGHT

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

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

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

                                     SCHERNER
                         What others?

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

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

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

               Scherner nods. Yes, they understand each other.

                                     SCHERNER
                         That'd be fine.

                                     SCHINDLER
                         Done. Let's not talk about it anymore, 
                         let's have a good time.

               INT. SS OFFICE - DAY

               Scherner at his desk initialing several Armaments contracts.

               The letters D.E.F. appear on all of them.

               EXT. FACTORY - DAY

               Men and pulleys hoist a big "F" up the side of the building.

               Down below, Schindler watches as the letter is set into place -- 
               D.E.F.

               INT. FACTORY OFFICES - DAY

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

               INT. FACTORY FLOOR - DAY

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

               EXT. CRACOW - DAY

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

               INT. FACTORY - DAY

               Another machine starts up. Another. Another.

               EXT. PEACE SQUARE - DAY

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

               INT. FACTORY DAY - DAY

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

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

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

               INT. SCHINDLER'S OFFICE - CONTINUOUS - DAY

               The accountant follows Schindler into the office.

                                     SCHINDLER
                         Sit down.

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

                                     SCHINDLER
                         Oh, come on.

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

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

               He dismisses them with a shrug; he's never had much use for 
               either. But the third -- he raises his glass to the 
               accountant. Stern's glass stays in his lap.

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

               Stern slowly raises his glass.

                                     SCHINDLER
                         Thank you.

               Schindler drinks; Stern doesn't.

               INT. SCHINDLER'S APARTMENT - MORNING

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

                                     KLONOWSKA
                         Yes?

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

                                     SCHINDLER (O.S.)
                         Who is it?

               INT. SCHINDLER'S APARTMENT - MORNING

               Schindler sets a cup of coffee down in front of his wife.

               Behind him, through a doorway, Klonowska can be seen hurriedly 
               gathering her things.

                                     SCHINDLER
                         She's so embarrassed -- look at her --

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

                                     SCHINDLER
                         You know what, you'd like her.

                                     EMILIE
                         Oskar, please --

                                     SCHINDLER
                         What --

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

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

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

                                     KLONOWSKA
                         Goodbye. It was a pleasure meeting 
                         you.

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

                                     EMILIE
                         You've done well here.

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

                                     SCHINDLER
                         You look great.

               EXT. SCHINDLER'S APARTMENT BUILDING - NIGHT

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

                                     DOORMAN
                         Careful of the pavement --

                                     SCHINDLER
                         -- Mrs. Schindler.

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

               INT. RESTAURANT - NIGHT

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

                                     SCHINDLER
                         Mrs. Schindler.

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

               INT. RESTAURANT - LATER - NIGHT

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

                                     EMILIE
                         It's not a charade, all this?

                                     SCHINDLER
                         A charade? How could it be a charade?

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

                                     SCHINDLER
                         There's no way I could have known 
                         this before, but there was always 
                         something missing. In every business 
                         I tried, I see now it wasn't me that 
                         was failing, it was this thing, this 
                         missing thing. Even if I'd known 
                         what it was, there's nothing I could 
                         have done about it, because you can't 
                         create this sort of thing. And it 
                         makes all the difference in the world 
                         between success and failure.

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

                                     EMILIE
                         Luck.

                                     SCHINDLER
                         War.

               INT. NIGHTCLUB - NIGHT

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

                                     SCHINDLER
                         What?

                                     EMILIE
                         I feel like an old-fashioned couple. 
                         It feels good.

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

               INT. SCHINDLER'S APARTMENT - LATER - NIGHT

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

                                     EMILIE
                         Should I stay?

                                     SCHINDLER
                              (pause)
                         It's a beautiful city.

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

                                     EMILIE
                         Should I stay?

                                     SCHINDLER
                              (pause)
                         It's up to you.

               That's not it either.

                                     EMILIE
                         No, it's up to you.

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

                                     EMILIE
                         Promise me no doorman or maitre 'd 
                         will presume I am anyone other than 
                         Mrs. Schindler... and I'll stay.

               He promises her nothing.

               EXT. TRAIN STATION - DAY

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

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

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

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

               More to Stern --

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

                                     SCHINDLER
                         It's "okay" with me?

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

                                     STERN
                         How heavy was he?

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

               Stern and Schindler exchange a glance. Then --

                                     SCHINDLER
                              (pause)
                         You're sure.

               The foreman nods.

               INT. GHETTO STOREFRONT - DAY

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

                                     WOMAN AT DESK
                         Can I help you?

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

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

               Silence. Then, calmly --

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

                                     INVESTOR
                         It was a mistake.

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

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

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

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

                                     INVESTOR
                         I gave you money.

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

               EXT. STOREFRONT - CONTINUOUS - DAY

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

                                     SCHINDLER
                         How you feeling, all right?

                                     PFEFFERBERG
                         Yeah.

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

                                     PFEFFERBERG
                         She's good.

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

                                     SCHINDLER
                         Good.

               INT. FACTORY FLOOR - DAY

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

               INT. SCHINDLER'S OFFICE - SAME TIME - DAY

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

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

                                     STERN
                         Yes.

                                     SCHINDLER
                         Better this month than last?

                                     STERN
                         Yes.

                                     SCHINDLER
                         Any reason to think next month will 
                         be worse?

                                     STERN
                         The war could end.

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

                                     SCHINDLER
                              (impatient)
                         What?

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

               Schindler gives his accountant a long-suffering look.

                                     STERN
                         He asks every day. It'll just take a 
                         minute. He's very grateful.

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

                                     STERN
                         Mr. Lowenstein?

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

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

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

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

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

                                     SCHINDLER
                         That's great.

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

                                     SCHINDLER
                         That's great, thanks.

                                     LOWENSTEIN
                         God bless you, sir.

                                     SCHINDLER
                         Yeah, okay.

                                     LOWENSTEIN
                         You're a good man.

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

                                     STERN
                         Okay, Mr. Lowenstein.

                                     LOWENSTEIN
                         He saved my life.

                                     STERN
                         Yes, he did.

                                     LOWENSTEIN
                         God bless him.

                                     STERN
                         Yes.

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

               EXT. FACTORY - DAY

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

               Climbing in --

                                     SCHINDLER
                         Don't ever do that to me again.

                                     STERN
                         Do what?

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

                                     SCHINDLER
                         Close the door.

               The driver closes the door.

               EXT. GHETTO GATE - DAY

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

               EXT. ZABLOCIE STREET - DAY

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

               INT. OFFICE, SS HEADQUARTERS - DAY

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

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

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

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

                                     SCHINDLER
                         Would it do any good?

                                     TOFFEL
                         No.

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

                                     TOFFEL
                         I think you're going to have to put 
                         up with a lot of snow shoveling yet.

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

                                     TOFFEL
                         A one-armed machinist, Oskar?

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

               Toffel nods, smiles.

               EXT. FIELD - DAY

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

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

               INT. SCHINDLER'S OFFICE - DAY

               The party pins the two other German businessmen wear are 
               nothing compared to the elaborate thing in Schindler's lapel.

               He sits at his desk sipping cognac, a large portrait of Hitler 
               hanging prominently on the wall behind him.

                                     SCHINDLER
                         Unlike your radiators -- and your 
                         boxes -- my products aren't for sale 
                         on the open market. This company has 
                         only one client, the German Army. 
                         And lately I've been having trouble 
                         fulfilling my obligations to my 
                         client. With your help, I hope the 
                         problem can be solved. The problem, 
                         simply, is space.

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

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

                                     KUHNPAST
                         Excuse me -- do you really think 
                         this is appropriate?

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

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

                                     HOHNE
                         Me neither, sorry.

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

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

                                     KUHNPAST
                         You've got to be kidding.

               Nobody is kidding.

                                     KUHNPAST
                              (pause)
                         Thanks for the drink.

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

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

                                     STERN
                         Christmas presents.

                                     SCHINDLER
                         Ah, yes.

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

               EXT. SCHERNER'S RESIDENCE - CRACOW - MORNING

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

                                     SCHERNER
                         Oskar...

               EXT. KUHNPAST'S RADIATOR FACTORY - DAY

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

               INT. RADIATOR FACTORY / DEF ANNEX - DAY

               Technicians make adjustments to presses already in place.

               Others test the new firing ovens. Kuhnpast is being forcibly 
               removed from the premises.

               INT. GHETTO EMPLOYMENT OFFICE - DAY

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

               EXT. PEACE SQUARE - DAY

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

               And another. And another.

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

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

                                     SCHINDLER
                         All right.

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

                                     GESTAPO (O.S.)
                         Oskar Schindler?

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

                                     GESTAPO
                         We have a warrant to take your 
                         company's business records with us. 
                         And another to take you.

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

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

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

               INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY

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

                                     GESTAPO CLERK
                         You live very well.

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

                                     GESTAPO CLERK
                         This standard of living comes entirely 
                         from legitimate sources, I take it?

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

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

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

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

               INT. HALLWAY/ROOM - SS HEADQUARTERS - DAY

               The two who arrested him lead Schindler down a long hallway.

               They reach a door, have him step inside and close the door 
               after him.

               INT. SS "CELL" - EVENING

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

                                     SCHINDLER
                         Chances of getting a bottle of vodka 
                         pretty good?

               He hands the young guard five times the going price.

                                     WAFFEN GUARD
                         Yes, sir.

               The guard turns to leave.

                                     SCHINDLER
                         Wait a minute.

               He peels off several more bills and hands them over.

                                     SCHINDLER
                         Pajamas.

               INT. SS "CELL" - MORNING

               Perched on the side of the bed in pajamas, Schindler works 
               on a breakfast of herring and eggs, cheeses, rolls and coffee.

               Someone has also brought him a newspaper. There's an 
               apologetic knock on the door before it opens.

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

               INT. FOYER, SS HEADQUARTERS - MORNING

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

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

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

                                     SCHINDLER
                         You expect me to walk home, or what?

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

               EXT. D.E.F. FACTORY - DAY

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

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

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

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

               The guy just stares. Finally he heads off with the ledgers.

               The poodle bounds out past him and over to Schindler. He 
               gives the dog a pat on the head.

               EXT. SCHINDLER'S BUILDING - EVENING

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

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

               EXT. PROKOCIM DEPOT - CRACOW - LATER - NIGHT

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

               Guards mill. Handcards piled with luggage trundle by.

               People hand up children to others already in the cars and 
               climb aboard after them. The clerks are out in full force 
               with their lists and clipboards, reminding the travelers to 
               label their suitcases.

               Climbing from his Mercedes, Schindler stares. He's heard of 
               this, but actually seeing the juxtaposition -- human and 
               cattle cars -- this is something else.

               Recovering, he tells Klonowska to stay in the car and, moving 
               along the side of the train, calls Stern's name to the faces 
               peering out from behind the slats and barbed wire.

               AN ENORMOUS LIST OF NAMES --

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

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

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

                                     SCHINDLER
                         He is.

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

                                     SCHINDLER
                         Well, let's find him.

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

                                     SCHINDLER
                         I'm talking to a clerk.

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

                                     SCHINDLER
                         What's your name?

                                     CLERK
                         Sir, the list is correct.

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

                                     CLERK
                         Klaus Tauber.

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

                                     CLERK
                         The gentleman thinks a mistake's 
                         been made.

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

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

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

                                     CLERK
                         Yes, sir.

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

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

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

                                     SCHINDLER
                         Schindler.

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

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

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

               ALL THREE OF THEM --

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

                                     CLERK & SERGEANT
                         Stern! Itzhak Stern!

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

                                     SCHINDLER
                         There he is.

                                     SERGEANT
                         Open it.

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

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

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

                                     CLERK
                         It makes no difference to us, you 
                         understand -- this one, that one. 
                         It's the inconvenience to the list. 
                         It's the paperwork.

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

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

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

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

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

               EXT./INT. MECHANICS GARAGE - NIGHT

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

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

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

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

               EXT. COUNTRYSIDE - DAY

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

               INT. STAFF CAR - MOVING - DAY

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

                                     GOETH
                         Make a nice driveway.

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

               EXT. GHETTO - DAY

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

               INT. STAFF CAR - MOVING - DAY

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

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

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

                                     KNUDE
                         Of course that's entirely up to you.

               EXT. PLASZOW FORCED LABOR SITE - DAY

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

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

               Goeth surveys the site from a knoll, clearly pleased with 
               it.

               But then he's distracted by voices -- a man's, a woman's -- 
               arguing down where some barracks are being erected.

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

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

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

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

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

                                     GOETH
                              (calmly)
                         Shoot her.

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

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

               Hujar unholsters his pistol but holds it limply at his side.

               The workers become aware of what's happening and still their 
               hammers.

                                     HUJAR
                         Sir...

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

                                     GOETH
                         I'm sure you're right.

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

                                     GOETH
                         That's somebody who knew what they 
                         were doing. That's somebody I needed.
                              (pause)
                         Take it down, re-pour it, rebuild 
                         it, like she said.

               He turns and walks away.

               EXT. STABLES - DAWN

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

               EXT. PARK, CRACOW - DAWN

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

               EXT. GHETTO - DAWN

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

               EXT. STABLES - DAWN

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

               EXT. PARK, CRACOW - DAWN

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

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

               EXT. PEACE SQUARE, GHETTO - DAWN

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

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

               EXT. STABLES - DAWN

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

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

               EXT. PARK, CRACOW - DAWN

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

                                     GOETH
                         For six centuries, there has been a 
                         Jewish Cracow.

               EXT. WOODS - DAWN

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

               EXT. PARK, CRACOW - DAWN

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

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

               EXT. HILLTOP CLEARING - DAWN

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

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

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

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

               EXT. GHETTO - DAY

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

               INT. APARTMENT BUILDINGS - DAWN

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

               EXT. STREETS, GHETTO - DAWN

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

               EXT. HILLTOP - DAWN

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

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

               EXT. STREET - DAWN

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

               EXT. HILLTOP - DAWN

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

               EXT. STREET - DAWN

               A truck thundering down the street obscures her for a moment.

               Then she's moving past a pile of bodies, old people executed 
               in the street.

               EXT. HILLTOP - DAWN

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

               EXT. STREET - DAWN

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

               EXT. HILLTOP - DAWN

               Short bursts of light flash throughout the ghetto like stars.

               Schindler, fixated on the figure in red, loses sight of her 
               as she turns a corner.

               INT. APARTMENT BUILDING - DAWN

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

               The gunfire outside sounds like firecrackers.

               EXT. HILLTOP - NIGHT

               NIGHT Silence. Schindler and Ingrid are gone.

               Below, the ghetto lies like a void within the city, its 
               perimeter and interior clearly distinguishable by darkness.

               Outside it, the lights of the rest of Cracow glimmer.

               INT. D.E.F. FACTORY - NIGHT

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

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

               EXT. FOREST - PLASZOW - MORNING

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

               EXT. PLASZOW FORCED LABOR CAMP - MORNING

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

               Goldberg at one of several folding tables. The gangsterturned -- 
               ghetto-cop is now the Lord of Lists inside Plaszow.

               He and other listmakers call out names, accounting for those 
               thousands who survived the liquidation of the ghetto and now 
               stand before them in long straight rows.

               INT. GOETH'S BEDROOM, PLASZOW - MORNING

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

               EXT. GOETH'S BALCONY - MOMENTS LATER - MORNING

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

               Life is great. Goeth reaches for a rifle.

               EXT. PLASZOW SAME TIME - MORNING

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

               EXT. GOETH'S BALCONY - CONTINUED - MORNING

               The butt of the rifle against his shoulder, Goeth aims down

               at the quarry -- at this worker, at that one -- 
               indiscriminately, inscrutably. He fires a shot and a distant 
               figure falls.

               INT. GOETH'S BEDROOM - SAME TIME - MORNING

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

                                     MAJOLA
                              (mutters)
                         Amon... Christ...

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

               EXT. PLASZOW - DAY

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

               EXT. GOETH'S VILLA - PLASZOW - DAY

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

               EXT. PATIO, GOETH'S VILLA - DAY

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

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

               Hujar glances off, interrupted by Schindler's arrival.

               Although he's never been here, the industrialist comes in 
               like he owns the place. All but Goeth rise.

                                     SCHINDLER
                         No, no, come on, sit --

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

                                     SCHINDLER
                         How you doing?

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

                                     GOETH
                         We started without you.

                                     SCHINDLER
                         Good.

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

                                     SCHINDLER
                         Please.

               Goeth watches him. The others watch Goeth.

                                     SCHINDLER
                         I miss anything important?

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

                                     SCHINDLER
                         Oh, good, yeah.

               Schindler clearly doesn't care, but nods as though he did.

               He drinks. Goeth just watches him with what seems to be 
               growing amusement. He nods to Hujar to continue.

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

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

                                     SCHINDLER
                         I'm sorry.

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

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

                                     SCHINDLER
                         You're kidding.

               Goeth slowly shakes his head no... then smiles.

                                     GOETH
                         He looks great, though, doesn't he? 
                         I have to know -- where do you get a 
                         suit like that? what is that, silk?
                              (Schindler nods)
                         It's great.

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

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

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

               The others have gone. It's just Goeth and Schindler now.

               Goeth pours glasses of cognac.

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

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

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

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

                                     SCHINDLER
                         They're mine!

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

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

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

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

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

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

                                     GOETH
                         Scherner told me something else about 
                         you.

                                     SCHINDLER
                         Yeah, what's that?

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

                                     SCHINDLER
                         True.

               Goeth tries to put the situation in perspective:

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

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

                                     GOETH
                         Do you have any idea what's involved? 
                         The paperwork alone? Forget you got 
                         to build it all, getting the fucking 
                         permits, that's enough to drive you 
                         crazy. Then the engineers show up. 
                         They stand around and they argue 
                         about drainage -- I'm telling you, 
                         you'll want to shoot somebody, I've 
                         been through it, I know.

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

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

                                     SCHINDLER
                         I'd be grateful.

               There's the word Goeth was waiting to hear.

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

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

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

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

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

               EXT. CONSTRUCTION OFFICE, PLASZOW - DAY

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

               EXT/INT. WAREHOUSE, CRACOW - DAY

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

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

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

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

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

                                     SCHINDLER
                         All I have is Jews.

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

               EXT. D.E.F. - DAY

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

               INT. D.E.F. FACTORY - DAY

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

               INT. GOETH'S VILLA - NIGHT

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

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

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

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

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

               Schindler looks at him for the first time, knowingly.

                                     SCHINDLER
                         She run an orphanage, your aunt?

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

               Schindler's girl excuses herself to get a drink.

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

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

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

                                     LEO JOHN
                         Your wife must be a saint.

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

                                     SCHINDLER
                         She is.

               INT. GOETH'S VILLA - LATER - NIGHT

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

                                     GOETH'S GIRL
                         You're not a soldier?

                                     SCHINDLER
                         No, dear.

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

               Everyone laughs.

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

                                     CZURDA
                         Toebbens.

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

               Everybody laughs.

                                     GOETH
                         It's true. Never happen in Cracow, 
                         though, we all love you too much.

                                     SCHINDLER
                         I pay you too much.

               Another round of laughs, only this time it's forced.

               Everybody knows it's true, but you don't say it out loud, 
               and Schindler knows better. Goeth gives him a look; they'll 
               talk later.

               EXT. GOETH'S VILLA - LATER - NIGHT

               Goeth finds Schindler alone outside smoking a cigarette. 

               Schindler acknowledges him, but that's about it. Finally --

                                     SCHINDLER
                         You held back Stern. You held back 
                         the one man most important to my 
                         business.

                                     GOETH
                         He's important to my business.

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

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

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

               EXT. PLASZOW - LATER - NIGHT

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

               EXT. BARRACKS - LATER - NIGHT

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

                                     SCHINDLER
                         Here.

               He discreetly hands over to the accountant some cigars 
               scavenged from the party. From another pocket, he retrieves 
               and hands over some tins of food -- all valuable commodities.

               From another pocket, perhaps not so valuable, but then who 
               knows, a gold lighter. Regarding this last item --

                                     SCHINDLER
                         This, I don't know, maybe you can 
                         trade it for something.

                                     STERN
                         Thank you.

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

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

                                     STERN
                         Oskar --

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

               Lowering his voice --

                                     STERN
                         There's a guy. This thing happened. 
                         Goeth came into the metalworks --

                                                                    CUT TO:

               INT. METALWORKS - PLASZOW - DAY

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

                                     GOETH
                         What are you making?

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

                                     LEVARTOV
                         Hinges, sir.

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

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

                                     GOLDBERG
                         Yugoslavia.

                                     GOETH
                         Yugoslavia. I got to make room.

               He shrugs apologetically and pulls out a pocket watch.

                                     GOETH
                         Make me a hinge.

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

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

               Forty seconds.

                                     GOETH
                         Another.

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

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

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

                                     GOETH
                              (mumble)
                         Christ --

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

                                     GOETH
                         God damn it --

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

                                                               CUT BACK TO:

               EXT. BARRACKS - CONTINUED - NIGHT

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

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

               INT. D.E.F. - DAY

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

                                     LEVARTOV
                         Thank you, sir.

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

                                     SCHINDLER
                         Oh, yeah. You're welcome.

               EXT. PLASZOW - DAY

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

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

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

                                     GOETH
                         Still nobody knows.

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

                                     GOETH
                         There we go.

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

                                     GOETH
                         It was you? You committed this crime?

                                     BOY
                         No, sir.

                                     GOETH
                         You know who, though.

               The boy nods, weeps, screams --

                                     BOY
                         Him!

               He's pointing at the dead man. And Goeth astonishes the entire 
               assembly of workers and guards by believing the boy.

               He returns the rifle to the guard and walks away. Hujar stares 
               after him, then knowingly at the boy.

               EXT. PLASZOW - DAY

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

                                     SCHINDLER
                         Yeah, sure, bring him over.

               INT. D.E.F. - DAY

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

                                     BOY
                         Thank you, sir.

                                     SCHINDLER
                              (distracted)
                         That's okay.

               INT. MECHANICS' GARAGE - PLASZOW - DAY

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

               EXT. GOETH'S VILLA - DAY

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

               INT. D.E.F. - DAY

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

                                     MECHANIC
                         Thank --

                                     SCHINDLER
                         Yeah, yeah, yeah.

               EXT. D.E.F. FACTORY - DAY

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

               INT. D.E.F. FACTORY - DAY

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

                                     GUARD
                         He won't see you.

               INT. APARTMENT - CRACOW - DAY

               The woman alone in a dismal room pulling on nylon stockings.

               At a mirror, she applies make-up. She slips into a provocative 
               dress. Puts on heels. A Parisian hat. And looks in the mirror.

               INT. D.E.F. - DAY

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

                                     SCHINDLER
                         Miss Krause.

                                     MISS KRAUSE
                         How do you do?

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

               INT. SCHINDLER'S OFFICE - DAY

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

                                     SCHINDLER
                         Pernod? Cognac?

                                     MISS KRAUSE
                         No, thank you.

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

                                     SCHINDLER
                         So.

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

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

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

                                     SCHINDLER
                         Who says that?

                                     MISS KRAUSE
                         Everyone.

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

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

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

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

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

                                     SCHINDLER
                         Cry and I'll have you arrested, I 
                         swear to God.

               She hurries out.

               INT. ADMINISTRATION BUILDING - PLASZOW - DAY

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

                                     SCHINDLER
                         People die, it's a fact of life.

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

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

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

                                     SCHINDLER
                         You think I don't know what you're 
                         doing? You're so quiet all the time? 
                         I know.

                                     STERN
                              (with concern)
                         Are you losing money?

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

                                     STERN
                         What other point is --

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

               Silence. Schindler tries to settle down. Then --

                                     SCHINDLER
                         You have to understand, Goeth's under 
                         enormous pressure. You have to think 
                         of it in his situation. He's got 
                         this whole place to run, he's 
                         responsible for everything that goes 
                         on here, all these people -- he's 
                         got a lot of things to worry about. 
                         And he's got the war. Which brings 
                         out the worst in people. Never the 
                         good, always the bad. Always the 
                         bad. But in normal circumstances, he 
                         wouldn't be like this. He'd be all 
                         right. There'd be just the good 
                         aspects of him. Which is a wonderful 
                         crook. A guy who loves good food, 
                         good wine, the ladies, making money...

                                     STERN
                         And killing.

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

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

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

                                     SCHINDLER
                         Perlman, husband and wife.

               He unstraps his watch, hands it to Stern.

                                     SCHINDLER
                         Give it to Goldberg, have him send 
                         them over.

               He leaves.

               EXT. BALCONY - GOETH'S VILLA - NIGHT

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

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

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

               Eventually, he glances over drunkenly, and almost smiles.

                                     SCHINDLER
                         Amon the Good.

               EXT. STABLES - PLASZOW - DAY

               A stable boy works to ready Goeth's horse before he arrives.

               He sticks a bridle into its mouth, throws a riding blanket 
               onto its back, drags out the saddle Schindler bought Goeth.

               Before he can finish, though, Goeth is there. The boy tries 
               to hide his panic; he knows others have been shot for less.

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

                                     GOETH
                         Oh, that's all right.

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

               EXT. PLASZOW - DAY

               Goeth gallops around his great domain holding himself high 
               in the saddle. But everywhere he looks, it seems, he's 
               confronted with stoop-shouldered sloth. He forces himself to 
               smile benevolently.

               INT. GOETH'S VILLA - DAY

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

               MORE TO THE FLOOR --

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

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

                                     GOETH
                         What are you using?

                                     WORKER
                         Soap, sir.

                                     GOETH
                              (incredulous)
                         Soap? Not lye?

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

               Then gestures grandly.

                                     GOETH
                         Go ahead, go on, leave. I pardon 
                         you.

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

               EXT. GOETH'S VILLA - MOMENTS LATER - DAY

               The worker hurries across the dying lawn outside the villa.

               He dares a glance back, and at that moment, a hand with a 
               gun appears out the bathroom window and fires.

               EXT. BARRACKS, PLASZOW - NIGHT

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

                                     STERN
                         If he didn't steal so much, I could 
                         hide it. If he's steal with some 
                         discretion...

                                                                    CUT TO:

               STERN'S OFFICE, PLASZOW - DAY

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

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

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

                                     STERN
                         There are fifteen thousand people 
                         here --

                                     GOLDBERG
                         Goeth says there's twenty-five.

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

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

               LOADING DOCK, PLASZOW - DAY

               Stern watches truck being unloaded of bags of flour, rice 
               and other supplies. Goeth nods to Hujar. Hujar calls a halt.

               The workers climb down, close up the trucks. And, still half 
               full, the trucks rumble off.

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

               EXT. CRACOW - DAY

               The trucks at the loading dock of Goeth's private warehouse.

               Polish workers, under Hujar's supervision, throwing down the 
               "surplus" bags of flour and rice -- the supplies for the 
               phantom 10,000 prisoners.

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

                                                               CUT BACK TO:

               BARRACKS - CONTINUED - NIGHT

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

                                     SCHINDLER
                         So you'll be rid of him.

               But Stern slowly shakes his head 'no.'

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

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

                                     SCHINDLER
                         I'll talk to him.

                                     STERN
                         I think it's too late.

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

               He hands over to Stern some negotiable items and leaves.

               INT. NIGHTCLUB - CRACOW - NIGHT

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

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

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

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

                                     SCHINDLER
                         So I'll talk to him about it.

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

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

                                     TOFFEL
                         He's stealing from you, Oskar.

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

                                     SCHERNER
                         Not like him.

               Schindler glances away to the floor show, nods to himself.

               Glancing back again, he considers the SS men with great 
               sobriety.

                                     SCHINDLER
                         Yeah, well, in some eyes it doesn't 
                         matter the amount we steal, it's 
                         that we do it. Each of us sitting at 
                         this table.

               His thinly veiled threat of exposure escapes neither SS man.

               The air seems thicker suddenly.

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

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

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

                                     SCHINDLER
                         Come on, let's watch the girls.

               INT. D.E.F. FACTORY - DAY

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

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

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

               Surrounded by his friends and lovers, Schindler cuts a cake.

               He receives congratulations from the many SS men present and 
               the embraces, in turn, of Ingrid and Klonowska and Goeth.

               From Stern he gets a handshake.

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

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

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

                                     SCHINDLER
                         Thank you.

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

                                     SCHINDLER
                         Thank them for me.

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

               And the party tries to resume.

               EXT. APPELLPLATZ - PLASZOW - DAWN

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

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

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

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

               EXT. DEPOT - PLASZOW - DAWN

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

               EXT. APPELLPLATZ - PLASZOW - DAY

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

               EXT. BALCONY - GOETH'S VILLA - DAY

               In his undershirt and shorts Goeth calmly smokes his first 
               cigarette of the morning as he listens to the music wafting 
               up from down below.

               Down there on the Appellplatz, the entire population of the 
               camp has been concentrated, some fifteen thousand prisoners.

               EXT. APPELLPLATZ - PLASZOW - DAY

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

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

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

               EXT. DEPOT - PLASZOW - DAY

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

               EXT. APPELLPLATZ - PLASZOW - DAY

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

               Amon Goeth, his shirtsleeves uncharacteristically rolled up, 
               chats with one of the doctors as another group strips.

               Whether the topic is this Health Aktion or the unseasonable 
               weather is unclear, but he nods approvingly.

                                     PFEFFERBERG (O.S.)
                         Commandant, sir.

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

                                     GOETH
                         My mechanic.

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

                                     PFEFFERBERG
                         What about my wife?

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

               EXT. DEPOT - PLASZOW - DAY

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

               EXT. PLASZOW - LATER - DAY

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

               Children are yanked from the arms of their parents. Wailing 
               protests quickly escalate to brawls with the guards.

               Revolvers and rifles aim at the sun and fire. Music, shots, 
               wails.

               INT. BARRACKS - SAME TIME - DAY

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

               EXT. BARRACKS - SAME TIME - DAY

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

               INT. MEN'S LATRINES - SAME TIME - DAY

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

               Reaching the surface of the muck she lets her feet submerge, 
               then her ankles, her shins, her knees, before finally

               touching harder ground. As she struggles to slow her 
               breathing, her racing heart, she hears a hallucinatory murmur --

                                     BOY'S VOICE
                         This is our place.

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

               EXT. DEPOT - PLASZOW - LATER - DAY

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

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

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

                                     SCHINDLER
                         What's going on?

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

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

                                     GOETH
                         They're complaining now? They don't 
                         know what complaining is.

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

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

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

                                     GOETH
                         Bring the fire trucks!

                                     HUJAR
                         What?

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

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

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

               And amusing, not just to Goeth, but to the other SS officers 
               standing around as well. Oskar moves away to talk with one 
               of the firemen. At full extension, apparently the hoses still 
               only reach halfway down the long line of cars. He returns to 
               Goeth.

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

               Goeth finds this especially sidesplitting, and hollers --

                                     GOETH
                         Hujar!

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

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

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

                                     GOETH
                         Oh, my God.

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

               The water rains down on the last car.

               EXT. D.E.F. - DAY

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

               INT. D.E.F. FACTORY - DAY

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

               INT. SCHINDLER'S OFFICE - DAY

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

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

                                     GESTAPO 1
                         We'll risk it.

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

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

               He snuffs out his cigarette.

               INT. GESTAPO CAR - MOVING - DAY

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

                                     SCHINDLER
                         Where are we going?

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

               INT. MONTELUPICH PRISON - CRACOW - DAY

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

               INT. MONTELUPICH PRISON - DAY

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

               INT. CELL, MONTELUPICH PRISON - DAY

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

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

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

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

               INT. OFFICE - MONTELUPICH PRISON - DAY

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

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

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

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

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

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

               In the silence that follows, Goeth realizes he has made a 
               serious error in judgment. This man sitting soberly before 
               him is one of that rare breed -- the unbribable official.

                                     SS COLONEL
                         You're offering me a bribe?

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

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

                                     SCHERNER
                         Sit down.

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

                                     SCHERNER
                         Hello, Amon.

                                     GOETH
                         Sir.

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

               INT. GOETH'S VILLA - PLASZOW - NIGHT

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

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

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

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

               Goeth laughs too loud, drawing a weary glance from Scherner.

               Schindler smiles good-naturedly. He's out, a little worse 
               for wear perhaps, a little more subdued than usual. Taking 
               him away from the others, taking him into his confidence --

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

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

                                     SS OFFICER
                         "Gloomy Sunday" again.

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

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

               He shrugs like it's nothing, or with modesty, it's unclear.

               Goeth is dully impressed; Schindler, only politely so.

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

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

               LEO ROSNER

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

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

                                     GOETH
                         Enough -- Jesus -- God --

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

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

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

               EXT. D.E.F. - DAY

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

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

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

               EXT. FOREST - PLASZOW - LATER - DAY

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

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

               Arriving, Schindler sees Goeth standing up at the tree line.

               Approaching him, furious, he hesitates. He sees a wheelbarrow 
               trundled by Pfefferberg, a corpse in it. He fears the body 
               is Mila's, but then sees her trundling another barrow, another 
               corpse in it. Goeth calls to Schindler --

                                     GOETH
                         Can you believe this?

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

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

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

                                     SCHINDLER
                         You took my workers.

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

                                     SCHINDLER
                         When?

                                     GOETH
                         I don't know. Soon.

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

                                     GOETH
                         This is good. I'm out of business 
                         and he's catching tadpoles with his 
                         son.

               Tight on the gleeful boy with a tadpole in his hand. Behind 
               him, smoke from the pyre rises into the sky.

               INT. D.E.F. FACTORY - NIGHT

               Schindler, in silhouette against the wall of glass, stares 
               down at his deserted factory, his silent machines, the dark 
               empty spaces.

               INT. SCHINDLER'S APARTMENT - DAY

               Light pouring in through the windows. White sheets over the 
               furniture like shrouds over the dead. Schindler's personal 
               things are gone.

               EXT. POLAND/CZECHOSLOVAKIA BORDER - EVENING

               Schindler's Mercedes, the backseat piled high with suitcases.

               A border guard returns his passport to him. The barrier is 
               lifted and he crosses into Czech countryside.

               INT. SQUARE, BRINNLITZ, CZECHOSLOVAKIA - MORNING

               A church in the main square of a sleepy hamlet. A priest and 
               his parishioners, including Emilie Schindler, emerging from 
               it, morning Mass over.

               Some guys outside a bar/caf´┐Ż, hanging gout, drinking, notice 
               the elegantly dressed gentleman outside the town's only hotel. 
               They recognize him. They come over.

                                     SCHINDLER
                         Hey, how you doing?

                                     BRINNLITZ GUY 1
                         Look at this.

               Schindler, the clothes, the car, the suitcases, the great 
               difference between their respective stations in life.

               Somehow their old ne'er-do-well friend has managed to do 
               quite well, and it amazes them.

               Across the square, Emilie has noticed him; and he, her. But 
               neither makes a move toward the other. Finally she walks 
               away; which Schindler interprets correctly to mean, Yes, 
               check into the hotel. He tips the porter extravagantly and 
               turns back to the guys from the bar.

                                     SCHINDLER
                         Let me buy you a drink.

               INT. BAR - BRINNLITZ - NIGHT

               Except for the clothes of the working class clientele, the 
               scene is reminiscent of the SS nightclub in Cracow:

               Schindler, the great entertainer, working his way around the 
               tables making sure everybody's got enough to drink, making 
               sure everybody's happy. A guy at a table with a girl gestures 
               him over.

                                     BRINNLITZ GUY 2
                         Oskar - my friend Lena.

                                     SCHINDLER
                         How do you do?
                              (to them both)
                         What can I get you, what're you 
                         drinking?

                                     BRINNLITZ GUY 2
                         Nothing's changed. Then again, 
                         something has changed, hasn't it?

                                     SCHINDLER
                         Things worked out. I made some money 
                         over there, had some laughs, you 
                         know. It was good.

                                     BRINNLITZ GUY 2
                         Now you're back.

                                     SCHINDLER
                         Now I'm back, and you know what I'm 
                         going to do now? I'm going to have a 
                         good time. So are you.

               He gestures to the bartender to refill his friend's and his 
               date's drinks, pats the guy on the shoulder and wanders over 
               to the next table.

                                     GIRL
                         Who is he?

               The guy has to think; not because he doesn't know, but because 
               his old friend Oskar is so many things it's hard to know 
               which description to use. Finally --

                                     BRINNLITZ GUY 2
                         He's a salesman.

               INT. HOTEL ROOM - BRINNLITZ - NIGHT

               A woman asleep in the bed. The girl from the bar. In his 
               robe, at the window, Schindler calmly smokes as he stares 
               out at the NIGHT

               EXT. BRINNLITZ - DAWN

               The town, off in the distance, nestled against the mountains.

               The sun, just coming up. Closer, here, ramshackle structures, 
               a long abandoned factory of some kind.

               Schindler, in leather riding gear, climbs down off a Moto-
               Guzzi motorcycle. He slowly wanders around, peers in through 
               broken windows, wanders around some more.

               Tight on his face, torn between conflicting choices, or 
               realizing there's no choice, or only one choice, and hating 
               it.

                                     SCHINDLER
                         Goddamn it.

               EXT. BALCONY, GOETH'S VILLA - PLASZOW - DAY

               Schindler and Goeth on the balcony of the villa, drinking.

                                     GOETH
                         You want these people.

                                     SCHINDLER
                         These people, my people, I want my 
                         people.

               Goeth considers his friend, greatly puzzled. Below them lies 
               the camp, still operating, at least for now, until the 
               shipments can be arranged.

                                     GOETH
                         What are you, Moses? What is this? 
                         Where's the money in this? What's 
                         the scam?

                                     SCHINDLER
                         It's good business.

                                     GOETH
                         Oh, this is "good business" in your 
                         opinion. You've got to move them, 
                         the equipment, everything to 
                         Czechoslovakia -- it doesn't make 
                         any sense.

                                     SCHINDLER
                         Look --

                                     GOETH
                         You're not telling me something.

                                     SCHINDLER
                         It's good for me -- I know them, I'm 
                         familiar with them. It's good for 
                         you -- you'll be compensated. It's 
                         good for the Army. You know what I'm 
                         going to make?

                                     SCHINDLER
                         Artillery shells. Tank shells. They 
                         need that. Everybody's happy.

                                     GOETH
                         Yeah, sure.

               Goeth finds this whole line of reasoning impossible to 
               believe. He's sure Schindler's got something else going on 
               here he's not telling him.

                                     GOETH
                         You're probably scamming me somehow. 
                         If I'm making a hundred, you got to 
                         be making three.

               Schindler admits it with a shrug.

                                     GOETH
                         If you admit to making three, then 
                         it's four, actually. But how?

                                     SCHINDLER
                         I just told you.

                                     GOETH
                         You did, but you didn't.

               Goeth studies him, searching for the real answer in his face.

               He can't find it.

                                     GOETH
                         Yeah, all right, don't tell me, I'll 
                         go along with it, it's just irritating 
                         to me I can't figure it out.

                                     SCHINDLER
                         All you have to do is tell me what 
                         it's worth to you. What's a person 
                         worth to you.

               Goeth thinks about it in the silence. Then a slow nod to 
               himself. He's going to make some money out of this even if 
               he can't figure it out. He smiles.

                                     GOETH
                         What's one worth to you? That's the 
                         question.

                                                               HARD CUT TO:

               THE KEYS OF A TYPEWRITER slapping a name onto a list -- 184 
               184 LEVARTOV -- the letters the size of buildings, the sound 
               as

               loud as gunshots --

               TIGHT ON THE FACE OF A MAN -- Rabbi Levartov -- the hinge-
               maker

               Goeth tried to kill with a faulty revolver --

               THE KEYS HAMMER another name -- PERLMAN --

               TIGHT ON TWO ELDERLY FACES -- a man, a woman -- the parents 
               of "Elsa Krause." IN HIS SMALL CLUTTERED PLASZOW OFFICE -- 
               Stern transcribes D.E.F.workers' names from a Reich Labor 
               Office document to the list in his typewriter, Schindler's 
               List.

               NAME -- A FACE -- NAME -- FACE -- NAME --

               TIGHT ON SCHINDLER slowly pacing the six or seven steps 
               Stern's cramped office allows, nursing a drink.

                                     SCHINDLER
                         Poldek Pfefferberg... Mila 
                         Pfefferberg...

               THE KEYS typing 'PFEFFE- PFEFFERBERG'S face, tight. MILA'S 
               face, tight.

               CURRENCY, hard Reichmarks, in a small valise. As Goeth looks 
               at it, he mumbles to himself --

                                     GOETH
                         A virus...

               MOVING DOWN THE LIST of names, forty, fifty. The sound of 
               the keys. Stern pulls the sheet out of the machine, rolls in 
               another, types a name.

               EQUIPMENT BEING LOADED onto trucks outside Madritsch's Plaszow 
               factory.

                                     SCHINDLER
                         You can do the same thing I'm doing. 
                         There's nothing stopping you.

               Madritsch is shaking his head 'no' to Schindler's appeal to 
               make his own list, to get his workers out.

                                     MADRITSCH
                         I've done enough for the Jews.

               THE KEYS typing another name -- A FACE, a man, A FACE, a 
               woman, A FACE, a child --

               COGNAC SPILLING into a glass. The glass coming up to 
               Schindler's mouth, hesitating there.

                                     SCHINDLER
                         The investors.

               A NAME -- A FACE -- one of the original D.E.F. investors.

               ANOTHER NAME -- ANOTHER FACE -- another of the Jewish 
               investors.

                                     SCHINDLER
                         All of them. Szerwitz, his family.

               STERN GLANCES UP with a look that asks Schindler if he's 
               sure about this one. He is. The keys type SZERWITZ --

               TIGHT ON THE FACE of the investor who stole from Schindler, 
               the one he threatened to have killed by the SS, and the faces 
               of his sons --

               THREE OR FOUR PAGES of names next to the typewriter. Stern, 
               trying to count them, estimates --

                                     STERN
                         Four hundred, four fifty --

                                     SCHINDLER
                         More.

               THE TRUNK OF SCHINDLER'S MERCEDES yawning open. He takes a 
               small valise from it and heads for Goeth's villa.

               THE KEYS typing ROSNER --

               TIGHT ON Henry Rosner, the violinist. TIGHT ON his brother, 
               Leo, the accordionist.

               SCHINDLER AND BOSCH, the other Plaszow industrialist. The 
               same appeal Schindler made to Madritsch; the same answer, 
               'no.'

               MOVING DOWN another page of names.

                                     STERN (O.S.)
                         About six hundred --

                                     SCHINDLER (O.S.)
                         More.

               THE SOUND OF THE KEYS OVER the face of a boy, the "chicken 
               thief." Over THE FACE OF A GIRL, the one who hid in the pit 
               of excrement. Over the FACES we've never seen.

                                     STERN (O.S.)
                         Eight hundred, give or take.

                                     SCHINDLER
                              (angrily)
                         Give or take what, Stern -- how many -- 
                         count them.

               STERN RUNS HIS FINGER down the pages of names, trying to 
               count them more precisely.

               BLACKJACK, dealt by GOETH. They're betting diamonds, he and 
               Schindler. A queen falls and Goeth groans his misfortune.

               THE FACE OF Goeth's maid.

               GOETH SWEEPS his hold card against the table, is thrown a 
               four, sweeps it again and gets a jack.

               A NAME we don't recognize is typed.

               A FACE we don't recognize.

               INT. STERN'S OFFICE - PLASZOW - NIGHT

               Schindler leafing through the page of names, counting them, 
               drinking, to the sound of the typewriter. Eventually, quietly 
               to himself --

                                     SCHINDLER
                         That's it.

               Stern heard him and stops typing, glances over.

                                     SCHINDLER
                         You can finish that page.

               Stern resumes where he left off, but then hesitates again.

               There's something he doesn't understand.

                                     STERN
                         What did Goeth say? You just told 
                         him how many you needed?

               It doesn't sound right. And Schindler doesn't answer. He's 
               avoided telling Stern the details of the deal struck with 
               Goeth, and balks telling him now. Finally awkwardly --

                                     SCHINDLER
                         I'm buying them. I'm paying him. I 
                         give him money, he gives me the 
                         people.
                              (pause)
                         If you were still working for me I'd 
                         expect you to talk me out of it, 
                         it's costing me a fortune.

               Stern had no idea. And has no idea now what to say.

               Schindler shrugs like it's no big deal, but Stern knows it 
               is.

                                     SCHINDLER
                         Give him the list, he'll sign it, 
                         he'll get the people ready. I have 
                         to go back to Brinnlitz, to take 
                         care of things on that end, I'll see 
                         you there.

               Stern is really overcome by what this man is doing. What he 
               can't figure out is why. Silence. And then --

                                     SCHINDLER
                         Finish the page.

               Stern turns back, does as he's told. Schindler drinks.

               Nothing but the sound of the typewriter keys. And then nothing 
               at all. The page is done. The rest will die.

               INT. TOWN COUNCIL HALL - BRINNLITZ - NIGHT

               Schindler in front of a large assembly, party pin in his 
               lapel, as usual, imposing SS guards on either side of him.

                                     SCHINDLER
                         This is my home.

               He looks out over his audience, the citizens of Brinnlitz, 
               local government officials, many of them appearing bewildered 
               by him or the "situation" that has arisen.

                                     SCHINDLER
                         I was born here, my wife was born 
                         here, my mother is buried here, this 
                         is my home.

               His estranged wife is there. So are the guys he was drinking 
               with.

                                     SCHINDLER
                         Do you really think I'd bring a 
                         thousand Jewish criminals into my 
                         home?

               Everyone seems to breathe sighs of relief as if they've been 
               waiting for him to say this, to dispel the disturbing rumors 
               they've heard.

                                     SCHINDLER
                         These are skilled munitions workers -- 
                         they are essential to the war effort --

               The noise begins, his audience's angry reaction. Raising 
               pitch of his own voice --

                                     SCHINDLER
                         -- It is my duty to supervise them -- 
                         and it is your duty to allow me --

               He barely gets it all out before the protests drown him out.

               The uproar reaches such a clamoring level there's no point 
               in his continuing.

               GOETH'S VILLA - PLASZOW - DAY

               Goeth, at his writing desk, endures the bureaucratic tedium 
               of signing memoranda, transport orders, requisitions. He 
               comes to Schindler's list, initials each page and signs the 
               last with no more interest than the others. He hands the 
               whole stack of paperwork to Marcel Goldberg, Personnel Clerk, 
               Executor of Lists, Gangster.

               INT. OFFICE, ADMINISTRATION BUILDING - PLASZOW - DAY

               Goldberg has the signature page of the list in a typewriter.

               He carefully aligns it and types his own name in a space 
               allowed by the bottom margin.

               EXT. SCHINDLER'S BRINNLITZ FACTORY SITE - DAY

               At a folding table in the middle of the field, Schindler 
               signs his name to Reich Main Office directives, Evacuation 
               Board and Department of Economy form, Armaments contracts.

               Around him, the new camp is taking shape: Electric fences 
               are going up, watchtowers, barracks; shipments of heavy 
               equipment, huge Hilo machines, are being off-loaded from 
               flatbed train cars; SS engineers stand around frowning at 
               the lay of the land, some drainage problem no doubt.

               EXT. DEPOT - PLASZOW - DAY

               A train full of people destined for Auschwitz pulls away 
               from the platform. As Goldberg gathers his paperwork, a 
               prisoner approaches him.

                                     PRISONER
                         Am I on the list?

                                     GOLDBERG
                         What list is that?

               He knows what the prisoner means and the prisoner knows he 
               knows. He means Schindler's List.

                                     GOLDBERG
                         The good list? Well, that depends, 
                         doesn't it?

               The prisoner knows that, too, and discreetly turns over to 
               Goldberg a couple of diamonds from the lining of his coat.

               INT. GOLDBERG'S OFFICE - PLASZOW - NIGHT

               Names on a notepad, the first few crossed out. Goldberg types 
               the next name onto a page of The List, squeezing it into the 
               upper margin, and crosses that one out on the pad.

               He rolls the page down, types another name, tires of the 
               exacting task, tears the handwritten page of names from the 
               notepad, crumples it and throws it away.

               EXT. BRINNLITZ - NIGHT

               Schindler, on his way back to his hotel after a night of 
               drinking, is jumped by three guys, wrestled to the ground 
               and brutally kicked.

               As the forms of his attackers move away, he catches a glimpse 
               of one of them -- his "friend" who admired his car when he 
               first arrived back in town.

               INT. MECHANICS GARAGE - PLASZOW - DAY

               Pfefferberg, his head under the hood of a German staff car, 
               adjusting the carburetor. Goldberg comes in.

                                     GOLDBERG
                         Hey, Poldek, how's it going?
                              (Pfefferberg ignores 
                              him)
                         You know about the list? You're on 
                         it.

                                     PFEFFERBERG
                         Of course I'm on it.

                                     GOLDBERG
                         You want to stay on it? What do you 
                         got for me?

               Pfefferberg glances up from his work and studies the 
               blackmailing collaborator for a long moment.

                                     PFEFFERBERG
                         What do I got for you?

                                     GOLDBERG
                         Takes diamonds to stay on this list.

               Pfefferberg suddenly attacks him with the wrench in his hand, 
               beating him across the shoulders and head with it.

                                     PFEFFERBERG
                         I'll kill you, that's what I got for 
                         you.

               Goldberg goes down, tries to scramble away on his knees, the 
               blows coming down hard on his back.

                                     GOLDBERG
                         All right, all right, all right.

               He makes it outside the garage and runs.

               EXT. DEPOT - PLASZOW - DAY

               A cattle car is coupled to another, the pin dropped into 
               place. On the platform, clerks at folding tables shuffle 
               paper while others mill around with clipboards, calling out 
               names.

               Thousands of prisoners on the platform, some climbing onto 
               strings of slatted cars on opposing tracks. Some already in 
               them, most standing in lines, changing lines, the end of one 
               virtually indistinguishable from the beginning of another.

               Paperwork. Lists of names. Pens in hands checking them off.

               Some bound for Brinnlitz, the rest for Auschwitz, if they 
               can be properly sorted from one another.

               A boy is allowed to remain in a line with his father; his 
               mother is taken to another line composed of women and girls.

               This segregation is the only recognizable process going on; 
               the others, if they exist, are apparent only to the clerks 
               and guards, and maybe not even to them. It is chaos.

               EXT. COUNTRYSIDE - NIGHT

               A train snakes across the dark landscape.

               INT. CATTLE CAR - MOVING - NIGHT

               Stern, wedged into a corner of an impossibly crowded car.

               This train may be headed for Schindler's hometown, but it is 
               no more comfortable than the others on their way to Auschwitz -- 
               Birkenau.

               EXT. CROSSING - POLAND - DAY

               The train idles at a crossing in the middle of nowhere.

               Moving across the faces peering out from between the slats, 
               it becomes apparent there are only male prisoners aboard.

               Below, on a dirt road, a lone Polish boy stands watching.

               Just before an empty train roars past from the other direction 
               obscuring him, his hand comes up and across his neck making 
               the gesture of a throat being slit.

               EXT. DEPOT - BRINNLITZ - DAY

               The train pulls into the small quiet Brinnlitz station. The 
               doors are opened and the prisoners begin climbing down. At 
               the far end of the platform, flanked by several SS guards, 
               stands Schindler. To his customary elegant attire he has 
               added a careless accouterment, a Tyrolean hat.

               EXT. BRINNLITZ - DAY

               Leading a procession of nine hundred male Jewish "criminals" 
               through the center of town, Schindler ignores the angry taunts 
               and denouncements and the occasional rock hurled by the good 
               citizens of Brinnlitz lining the streets.

               INT. BRINNLITZ MUNITIONS FACTORY - DAY

               Under the towering Hilo machines, a meal of soup and bread 
               awaits the workers. As they're sitting down to it, Schindler 
               addresses them --

                                     SCHINDLER
                         You'll be interested to know I 
                         received a cable this morning from 
                         the Personnel Office, Plaszow. The 
                         women have left. They should be 
                         arriving here sometime tomorrow.

               He sees Stern among the workers, smiles almost imperceptibly, 
               turns and walks away.

               EXT. RURAL POLAND - DAY

               A train backs slowly along the tracks toward an arched 
               gatehouse. The women inside the cattle cars don't need a 
               sign to tell them where they are, they've seen this place in 
               nightmares. Pillars of dark smoke rise from the stacks into 
               the sky.

               It's Auschwitz.

               EXT. AUSCHWITZ - DAY

               The stunned women climb down from the railcars onto an immense 
               concourse bisecting the already infamous camp. As they're 
               marched across the muddy yard by guards carrying truncheons, 
               Mila Pfefferberg stares at the place. It' so big, like a 
               city, only one in which the inhabitants reside strictly 
               temporarily. To Mila, under her breath --

                                     WOMAN
                         Where are the clerks?

               So often terrified by the sight of a clerk with a clipboard, 
               it is the absence of clerks which unsettles the woman now, 
               as though there remains no further reason to record their 
               names.

               Mila's eyes return to the constant smoke rising beyond the 
               birch trees at the settlement's western end.

               INT. OFFICES - BRINNLITZ FACTORY - DAY

               Schindler comes out of his office and, passing Stern's desk, 
               mumbles --

                                     SCHINDLER
                         They're in Auschwitz.

               Before Stern can react, Schindler is out the door.

               EXT. BRINNLITZ FACTORY - MOMENTS LATER - DAY

               As he strides across the factory courtyard toward his 
               motorcycle, Schindler is intercepted by some Gestapo men who 
               have just emerged from their car.

                                     GESTAPO
                         Your friend Amon Goeth has been 
                         arrested.

                                     SCHINDLER
                              (pause)
                         I'm sorry to hear that.

                                     GESTAPO
                         There are some things that are 
                         unclear. We need to talk.

                                     SCHINDLER
                         I'd love to, it'll have to wait until 
                         I get back. I have to leave.

               The looks on their faces tell him he's not going anywhere.

                                     SCHINDLER
                         All right, okay, let's talk.

                                     GESTAPO
                         In Breslau.

                                     SCHINDLER
                         Breslau? I can't go to Breslau. Not 
                         now.

               These guys are serious.

               EXT. AUSCHWITZ - DAY

               A young silver-haired doctor moves slowly along rows of 
               Schindler's women, considering each with a pleasant smile 
               even as he makes his selections, with tiny gestures, for the 
               death chambers. He pauses in front of one.

                                     YOUNG DOCTOR
                         How old are you, Mother?

               She could lie, and he'd have killed her for it. She could 
               tell the truth, and he'd have her killed for that, too.

                                     WOMAN
                              (pause)
                         Sir, a mistake's been made. We're 
                         not supposed to be here, we work for 
                         Oskar Schindler. We're Schindler 
                         Jews.

               The doctor nods pensively, understandingly, it seems. Then --

                                     YOUNG DOCTOR
                         And who on earth is Oskar Schindler?

               He glances around hopelessly. One of the SS guards who 
               accompanied the women from Plaszow speaks up --

                                     PLASZOW GUARD
                         He had a factory in Cracow. 
                         Enamelware.

               The doctor nods again as if the information were valuable, 
               as if it meant something to him. It doesn't.

                                     YOUNG DOCTOR
                         A potmaker?

               He smiles to himself and gets on with the "examination," 
               this woman to this line, this other one to that.

               INT. CELL - SS PRISON, BRESLAU - DAY

               In a dank cell, in uniform, Amon Goeth waits. Schindler is 
               on his way, hopefully. Maybe he's already here. Schindler 
               will vouch for him. Schindler will straighten this out.

               INT. SS PRISON, BRESLAU - DAY

               In a large room, Schindler sits before a panel of twelve 
               sober Bureau V investigators and a judge of the SS court.

                                     INVESTIGATOR
                         Everything you say will be held in 
                         confidence. You are not under 
                         investigation. You are not under 
                         investigation. Mr. Goeth is. He is 
                         being held on charges of embezzlement 
                         and racketeering. You're here at his 
                         request to corroborate his denials. 
                         Our information onto his financial 
                         speculations comes from many sources. 
                         On his behalf there is only you. We 
                         know you are close friends. We know 
                         this is hard for you. But we must 
                         ask you --

                                     SCHINDLER
                         He stole our country blind.

               INT. BRINNLITZ FACTORY - DAY

               In Schindler's absence, the workers attempt to operate the 
               unfamiliar machines, to figure out the unfamiliar process of 
               manufacturing artillery shells. There's movement, there's 
               noise, the machines are running, but little is being produced.

               Untersturmfuhrer Jose Liepold, the Commandant of Schindler's 
               new subcamp, moves through the factory conducting an impromptu 
               inspection. He points out to a guard a kid no more nine, 
               sorting casings at a work table, and another boy, ten or 
               eleven, carrying a box.

               EXT. BARRACKS - AUSCHWITZ - NIGHT

               Mila and another woman cross back toward their barracks 
               carrying a large heavy pot of broth. Not more than a hundred 
               meters away stand the birch trees and crematoria, the smoke 
               pluming even now, at NIGHT out of the darkness appear 
               "apparitions," skeletal figures which surround the two women, 
               or rather the soup pot between them, dipping little metal 
               cups into it, over and over.

               Too startled to speak, Mila can only stare. The apparitions 
               clamor around the pot a moment more, than furtively slip 
               back into the same darkness from which they came. Mila and 
               the other woman exchange a glance. The pot is empty.

                                     MILA
                         Where's Schindler now?

               INT. HOSS' HOUSE - AUSCHWITZ - NIGHT

               In his en, over cognac, Auschwitz Commandant Rudolf Hoss 
               considers the documents Schindler has brought: the list, the 
               travel papers, the Evacuation Board authorization. Hoss nods 
               at them, then at Schindler.

                                     HOSS
                         You're right, a clerical error has 
                         bee made.
                              (pause)
                         Let me offer you this in apology for 
                         the inconvenience. I have a shipment 
                         coming in tomorrow, I'll cut you 
                         three hundred from it. New ones. 
                         These are fresh.

               Schindler seems to think about the offer as he nurses his 
               drink. It's "tempting."

                                     HOSS
                         The train comes, we turn it around, 
                         it's yours.

                                     SCHINDLER
                         I appreciate it. I want these.

               The ones on the list in Hoss' hand. Silence. Then:

                                     HOSS
                         You shouldn't get stuck on names.

               Why, because you get to know them? Because you begin to see 
               them as human beings? Schindler suddenly has the awful feeling 
               that the women are already dead. Hoss misinterprets the look.

                                     HOSS
                         That's right, it creates a lot of 
                         paperwork.

               EXT. CONCOURSE - AUSCHWITZ - DAY

               A large assembly of women. Guards calling out names from a 
               list. As each woman steps out of line, a guard unceremoniously 
               brushes a swathe of red paint across her clothes. New columns 
               are formed.

               EXT. TRAIN YARD - AUSCHWITZ - DAY

               Schindler, standing at the end of the platform stone-faced, 
               watches the women whose names he is "stuck on," whose clothes 
               are slashed with red paint, climbing onto the cattle cars.

               As the cars fill, a train on another track arrives. The 
               "fresh" ones Schindler turned down. As the gates are closed 
               on the women's cars, the gates of the others are opened and 
               the people spill out.

               A horrified cry suddenly breaks through the noise of the 
               engines. One of Schindler's women, locked in, has seen her 
               son among those coming down off the train on the opposing 
               track.

               Another cry erupts, and another, another, as the women spot 
               their children, confiscated from the Brinnlitz factory, 
               brought here.

               Schindler becomes aware of what's happening and, passing 
               over other children, tries to corral these particular boys, 
               many of whom have noticed their mothers now and are echoing 
               their tortured cries with their own.

               Schindler manages to gather them together, the fifteen or 
               twenty boys, and, in the middle of the crowded platform, 
               appears to a guard:

                                     SCHINDLER
                         These are mine. They're on the list. 
                         These are my workers. They should be 
                         on the train.

               He points across to the women's train, then down to the boys.

                                     SCHINDLER
                         They're skilled munition workers. 
                         They're essential.

               The guard glances from the frantic gentleman to the anxious 
               brook around him. These are essential workers?

                                     GUARD
                         They're boys.

                                     SCHINDLER
                         Yes.

               Schindler is nodding his head, trying to think. The women 
               are shrieking their sons' names. The guard, who heard it 
               all, every excuse imaginable, is just turning away when 
               Schindler thrusts his smallest finger at him.

                                     SCHINDLER
                         Their fingers. They polish the insides 
                         of shell casings. How else do you 
                         expect me to polish the inside of a 
                         45 millimeter shell casing?

               The guard stares at him dumbly. This he hasn't heard.

               EXT. BRINNLITZ CAMP - DAY

               Like a mirage in the distance they appear -- the women, the 
               children, guards, Schindler, marching across a field toward 
               the factory.

               At the perimeter of the camp, at the wire, the men watch the 
               approaching procession. It appears to them that the women 
               are covered in blood -- or -- could it be paint? They're 
               walking, they're fine, some are even smiling.

               Liepold isn't smiling. Neither is Schindler; at least not on 
               the outside.

               INT. BRINNLITZ FACTORY - DAY

               The machines are silent, the people are not. Women are in 
               their husbands' arms, sons in their fathers'. There's food 
               on the tables but it's largely ignored, the reunion taking 
               precedence.

               INT. SS MESS HALL - SAME TIME - DAY

               Schindler stands before the assembled camp guards. They are 
               seated at the long tables, their food getting cold, waiting 
               for him to say whatever it is he has to say.

                                     SCHINDLER
                         Under Department W provisions, it is 
                         unlawful to kill a worker without 
                         just cause. Under the Businesses 
                         Compensation Fund I am entitled to 
                         file damage claims for such deaths. 
                         If you shoot without thinking, you 
                         go to prison and I get paid, that's 
                         how it works. So there will be no 
                         summary executions here. There will 
                         be no interference of any kind with 
                         production. In hopes of ensuring 
                         that, guards will no longer be allowed 
                         on the factory floor without my 
                         authorization.

               His eyes meet Liepold's, hold his icy stare, then return to 
               the guards, most of whom look like tired middle-aged 
               reservists.

                                     SCHINDLER
                         For your cooperation, you have my 
                         gratitude.

               As he steps away he gestures to some kitchen workers. They 
               tear open cases of schnapps and begin setting the bottles 
               out on the tables.

               INT. BRINNLITZ FACTORY - DAY

               Schindler strolls through his factory looking over the 
               shoulders of the workers, nodding his approval. The place is 
               in full operation, finally; the people, having figured out 
               the complicated Hilos, turning out shells by the caseload.

               Schindler pauses at one of the machines.

                                     SCHINDLER
                         How's it going?

                                     WORKER
                         Good. It's taken a while to calibrate 
                         the machines, but it's going good 
                         now.

                                     SCHINDLER
                         Good.

               Schindler nods. Then frowns. He leans down and taps at the 
               crystal of one of the gauges.

                                     SCHINDLER
                         This isn't right, is it?

               The worker kneels down, takes a look. It looks right to him.

               Reaching over, Schindler changes the calibration of the 
               machine with a cavalier adjustment to a knob -- and all the 
               gauge readings shift.

                                     SCHINDLER
                         There. That looks right.

               He wanders off. The worker stares after him. He's just screwed 
               up settings that took weeks to get right.

               Schindler comes up to another worker, Levartov, the 
               hingemaker.

               He's at a machine buffing shells.

                                     SCHINDLER
                         How's it going, Rabbi?

                                     LEVARTOV
                         Good, sir.

               Schindler nods, watches him work, eventually glances away.

                                     SCHINDLER
                         Sun's going down.

               Levartov, following Schindler's gaze, nods uncertainly.

                                     SCHINDLER
                         It is Friday, isn't it?

                                     LEVARTOV
                         Is it?

                                     SCHINDLER
                         You should be preparing for the 
                         Sabbath, shouldn't you? What are you 
                         doing here?

               Levartov just stares. It's been years since he's been allowed, 
               indeed inclined, to perform Sabbath rites.

                                     SCHINDLER
                         I've got some wine in my office. Why 
                         don't we go over there, I'll give it 
                         to you. Come on, let's go.

               Schindler heads off. The rabbi keeps staring. Schindler 
               gestures back to him, offering casually --

                                     SCHINDLER
                         Come on.

               Levartov looks around. Finally, he hangs up his goggles and 
               follows after Schindler.

               INT. WORKERS BARRACKS - NIGHT

               Under the shadow of a watchtower, among the roof-high tiers 
               of bunks strung with laundry, Levartov recites Kiddush over 
               a cup of wine to workers gathered around him.

               INT. GUARDS BARRACKS - NIGHT

               On their bunks, the guards relax with schnapps, cards and 
               magazines. One of them becomes distracted by a distant sound. 
               Some of the others begin to hear it.

                                     GUARD
                         What is that?

               Conversations cease. The barracks gradually becomes quiet, 
               silent, all the guards straining to hear. It sounds like... 
               singing. It sounds like Yiddish singing.

               EXT. BRINNLITZ CAMP - SAME TIME - NIGHT

               On a watchtower, a night sentry, unsure where it's coming 
               from, listens to the distant singing. It seems like it's 
               emanating from the surrounding hills, from the trees.

               INT. LIEPOLD'S QUARTERS - SAME TIME - NIGHT

               At his small desk, Liepold is typing a letter, denouncing 
               Schindler most likely. The pounding keys bury all other sounds 
               but when he pauses to reread what he's typed, he hears it, 
               the singing, faint, far away. He goes to his window, peers 
               out, listens for a moment more, then hears nothing.

               Only the night creatures.

               INT. APATMENT BUILDING - BRINNLITZ - NIGHT

               The door to an apartment opens from the inside revealing 
               Emilie Schindler. She coolly considers the visitor on her 
               doorstep, her estranged husband, looking great as usual, 
               bottle of wine in his hand, smiling as if nothing is wrong 
               between them, as if nothing is wrong in the entire world.

               INT. EMILIE'S APARTMENT - NIGHT

               The two of them at the kitchen table in a modest apartment, 
               drinking, at least he is. He's trying to ask her something, 
               but he's not sure how to put it, he wants to get it right.

               Finally the words just tumble out --

                                     SCHINDLER
                         I want you to come work for me.

               There, he's said it. But the bewildered look on Emilie's 
               face wonders, That's what was hard for you to say?

                                     SCHINDLER
                         You don't have to live with me, I 
                         wouldn't ask that.
                              (pause)
                         It's a nice place. You'd like it. It 
                         looks awful. You get used to that.

               She's the only woman he's even known who could make him 
               nervous just sitting across a table from him, saying nothing.

                                     SCHINDLER
                         All right --
                              (now he'll be honest)
                         We can spend time together that way. 
                         We can see each other, see how it 
                         goes -- without the strain of -- 
                         whatever you want to call it when a 
                         man, a husband and a wife go out to 
                         dinner, go have a drink, go to a 
                         party, you know. This way we'll see 
                         each other at work, there we are, 
                         same place, we see how it goes...

               His voice trails off. A shrug adds, What do you think? She 
               doesn't answer, but she does love him. He loves her, too.

               It really is a shame they're not right for each other and 
               never will be.

               INT. OFFICES - BRINNLITZ FACTORY - DAY

               Stern glances up from his work; Schindler and Emilie have 
               come in and are walking toward the accountant's desk. He 
               gets up.

                                     SCHINDLER
                         Itzhak Stern, Emilie Schindler. My 
                         wife.

               Like the doormen and waiters of Cracow, Stern too never 
               imagined Schindler was married and has trouble hiding his 
               astonishment now. He extends his hand to her.

                                     STERN
                         How do you do?

                                     EMILIE
                         How do you do?

                                     STERN
                         Stern is my accountant and friend.

               It sounds strange to Stern hearing Schindler actually say 
               it.

               He's never said it before.

                                     SCHINDLER
                         Emilie's offered to work in the 
                         clinic. To... work there.

               He's not sure what she's going to do there, she's not a nurse 
               or a doctor.

                                     STERN
                              (to her)
                         That's very generous of you.

                                     SCHINDLER
                         Yes.

               Schindler nods, looks around, shrugs, offers his arm to his 
               wife, perhaps to take her on a tour of the place.

                                     STERN
                         It was a pleasure meeting you.

                                     EMILIE
                         Pleasure meeting you.

               The Schindlers leave. Stern sits back down at his desk and 
               smiles. He's never seen Schindler so uncomfortable.

               INT. MACHINE SHOP - BRINNLITZ FACTORY - DAY

               Schindler comes in carrying a radio. He sets it down on a 
               bench where Pfefferberg's working on the frame of a machine 
               motor with a blow torch.

                                     SCHINDLER
                         Can you fix it? The radio.

                                     PFEFFERBERG
                         What's wrong with it?

                                     SCHINDLER
                         How should I know? It's broken. See 
                         what you can do.

               He leaves. Pfefferberg plugs it into an outlet and switches 
               it on. It works perfectly. A waltz.

               INT. BARRACKS - BRINNLITZ CAMP - NIGHT

               In a male barracks, a group of workers including Pfefferberg 
               huddle in a corner around the radio, straining to hear through 
               heavy static a broadcast by the BBC, the Voice of London, a 
               sketchy report of an Eastern offensive by Allied Russian 
               forces.

               INT. CLINIC - BRINNLITZ CAMP - DAY

               As a camp doctor attends to sufferers of dysentery, Schindler 
               and Emilie sort pairs of prescription glasses from a parcel, 
               shipped from Cracow. Stern comes in.

                                     STERN
                         We need to talk.

                                     SCHINDLER
                         Stern.

               Schindler sifts through the glasses still in the box, comes 
               up with a particular pair and holds them proudly. Not quite 
               sure what he's seeing is real --

                                     STERN
                         They arrived.

                                     SCHINDLER
                         They arrived, can you believe it?

               Stern allows himself a smile, a rare thing for him.

               Schindler carefully slips the new glasses onto the 
               accountant's face. He looks around the clinic, Stern, 
               eventually settling on Emilie, crystal clear, standing near 
               a picture on the wall which, in other circumstances, he'd 
               find less than reassuring: Jesus, his heart exposed and in 
               flames.

               INT. CLINIC - LATER - DAY

               In a quiet corner of the clinic, Schindler concentrates on 
               the disquieting news Stern has brought him:

                                     STERN
                         We've received a complaint from the 
                         Armaments Board. A very angry 
                         complaint. The artillery shells, the 
                         tank shells, rocket casings -- 
                         apparently all of them -- have failed 
                         quality-control tests.

               Schindler nods soberly. Then dismisses the problem with a 
               shrug.

                                     SCHINDLER
                         Well, that's to be expected. They 
                         have to understand. These are start-
                         up problems. This isn't pots and 
                         pans, this is a precise business. 
                         I'll write them a letter.

                                     STERN
                         They're withholding payment.

                                     SCHINDLER
                         Well, sure. So would I. So would 
                         you. I wouldn't worry about it. We'll 
                         get it right one of these days.

               But Stern is worried about it.

                                     STERN
                         There's a rumor you've been going 
                         around miscalibrating the machines.
                              (Schindler doesn't 
                              deny it)
                         I don't think that's a good idea.

                                     SCHINDLER
                              (pause)
                         No?

               Stern slowly shakes his head 'no.'

                                     STERN
                         They could close us down.

               Schindler eventually nods, in agreement it seems.

                                     SCHINDLER
                         All right. Call around, find out 
                         where we can buy shells and buy them. 
                         We'll pass them off as ours.

               Stern's not sure he sees the logic. Whether the shells are 
               manufactured here or elsewhere, they'll still eventually 
               reach their intended destination, into the hearts and heads 
               of Germany's enemies.

                                     STERN
                         I know what you're saying, but I 
                         don't see the difference.

                                     SCHINDLER
                         You don't? I do. I see a difference.

                                     STERN
                         You'll lose money. That's one 
                         difference.

                                     SCHINDLER
                         Fewer shells will be made.

               That's another difference. The main one. The only one 
               Schindler cares about. Silence. Then:

                                     SCHINDLER
                         Stern, if this factory ever produces 
                         a shell that can actually be fired... 
                         I'll be very unhappy.

               INT. BRINNLITZ FACTORY - DAY

               A nineteen year old boy with his hands in the air stands 
               terrified before Commandant Liepold and the revolver he 
               wields. Workers, trying to reduce the likelihood of getting 
               hit by a stray bullet when Liepold fires on the boy -- which 
               seems a certainty -- scramble out of the way.

                                     SCHINDLER (O.S.)
                         Hey.

               Liepold swings the gun around at the voice, pointing it for 
               a moment at Schindler, who is striding toward him, then aims 
               the barrel back at the boy's head, and yells --

                                     LIEPOLD
                         Department W does not forbid my 
                         presence on the factory floor. That 
                         is a lie.

               He waves a document at Schindler, throws it at him.

               Schindler doesn't bother picking it up. Instead, pointing at 
               the boy, he yells to Liepold --

                                     SCHINDLER
                         Shoot him. Shoot him!

               Liepold is so startled by the command, he doesn't shoot. He 
               doesn't lower the gun, though, either.

                                     SCHINDLER
                         Shoot him without a hearing. Come 
                         on.

               His finger is on the trigger, Liepold is torn, frustrated, 
               hating the situation he has created. As the moments without 
               a blast stretch out, both and Schindler begin to settle down.

                                     LIEPOLD
                         He sabotaged the machine.

               Schindler glances to the boy. Then at the silent Hilo beside 
               him. Part of it is blackened from an electrical fire. To the 
               boy, concerned --

                                     SCHINDLER
                         The machine's broken?

               The boy, too terrified to speak, nods.

                                     LIEPOLD
                         The prisoner is under the jurisdiction 
                         of Section D. I'll preside over the 
                         hearing.

                                     SCHINDLER
                         But the machine.

               Liepold glances to him. He seems almost distraught by the 
               destruction of the machine, Schindler.

                                     SCHINDLER
                         The machine is under the authorization 
                         of the Armaments Inspectorate. I 
                         will preside over the hearing.

               Liepold isn't sure that's correct, but he has no 
               documentation, at least not on him, to refute it.

               INT. FACTORY - NIGHT

               In the machine-tool section, a "judicial table" has been set 
               up. At it sit Schindler, Liepold, two other SS officers, and 
               an attractive German girl, a stenographer. The "saboteur," 
               the boy, Janek, stands before the court.

                                     JANEK
                         I'm unfamiliar with the Hilo machines. 
                         I don't know why I was assigned there.

               Commandant Liepold was watching me trying to figure it out. 
               I switched it on and it blew up. I didn't do anything. All I 
               did was turn it on.

               Gone tonight is Schindler's usual shop-floor familiarity. He 
               studies the boy solemn-faced.

                                     SCHINDLER
                         If you're not skilled at armaments 
                         work, you shouldn't be here.

                                     JANEK
                         I'm a lathe operator.

               Schindler dismisses the defensive comment with a wave of his 
               hand and gets up. He comes around and paces slowly before 
               the boy. Eventually, Janek dares to speak again --

                                     JANEK
                         Sir?

               Schindler glances up at him distractedly.

                                     JANEK
                         I did adjust the pressure controls.

               Schindler stops, looks to the panel, and back to the boy.

                                     SCHINDLER
                         What?

                                     JANEK
                         I know that much about them. Somebody 
                         had set the pressure controls wrong. 
                         I had to adjust --

               Schindler slams the back of his hand so hard across Janek's 
               face, the boy almost falls. He's stunned. So are the others 
               at the table. They've never seen such violence from the 
               Direktor. He roars --

                                     SCHINDLER
                         The stupidity of these people. I 
                         wish they were capable of sabotaging 
                         a machine.

               Schindler's hand comes up again and Janek recoils, expecting 
               another blow. Schindler manages to hold it.

                                     SCHINDLER
                         Get him out of my sight.

               A guard escorts the prisoner away. The panel members glance 
               among themselves. Is that it? Schindler faces them and groans 
               in dismay.

               INT. LIEPOLD'S QUARTERS - NIGHT

               Liepold at his desk, typing again. This time there is no 
               doubt he is composing a letter denouncing Schindler.

               INT. HOUSE - BRINNLITZ - NIGHT

               Schindler and Emilie, her arm in his, stand around like 
               unwanted guests at the party. They probably are. Him anyway. 
               The other guests include local politicians who fought and 
               failed to keep his camp out of Brinnlitz.

               Whenever his glance meets one of theirs, they smile tightly.

                                     SCHINDLER
                              (to Emilie)
                         Isn't this nice.

               It's not at all nice. He feels out of place, a feeling he's 
               not accustomed to. Fortunately, a man in uniform, someone 
               Schindler can relate to, approaches cheerfully, his hand 
               outstretched.

                                     RASCH
                         Oskar, good of you to come.

                                     SCHINDLER
                         Are you kidding, I never miss a party. 
                         Police Chief Rasch, my wife Emilie.

                                     RASCH
                         How do you do?

                                     EMILIE
                         You have a lovely home. It is nice. 
                         Big.

               The man lives well.

                                     RASCH
                         Thank you.

                                     SCHINDLER
                         I need a drink.

                                     RASCH
                         Oh, God, you don't have a drink?

                                     SCHINDLER
                              (to Emilie)
                         Wine?

               She nods. Schindler goes off in search of the bartender.

               Rasch watches after him.

                                     RASCH
                         Your husband's a very generous man.

                                     EMILIE
                              (wry)
                         He's always been.

               INT. RASCH'S STUDY - LATER - NIGHT

               Rasch and Schindler sharing cognac in the privacy of the 
               Police Chief's study. Beyond the closed doors, the party 
               continues, the sounds filtering in.

                                     SCHINDLER
                         I need guns.

               Rasch calmly nurses his drink, his eyes revealing nothing of 
               what's going on behind them, except that the statement 
               requires some elaboration.

                                     SCHINDLER
                         One of these days the Russians are 
                         going to show up unannounced at my 
                         gate. I'd like the chance to defend 
                         myself. I'd like my wife to have 
                         that chance. My civilian engineers. 
                         My secretary.

                                     RASCH
                              (pause; then, 
                              philosophically)
                         We're losing the war, aren't we.

                                     SCHINDLER
                         It kind of looks that way.

                                     RASCH
                              (blithely)
                         Pistols?

                                     SCHINDLER
                         Pistols, rifles, carbines ...
                              (long pause)
                         I'd be grateful.

               Rasch smiles faintly. Yes, he's familiar, as are officials 
               throughout much of Europe, with the gratitude of Oskar 
               Schindler.

               INT. MACHINE SHOP - BRINNLITZ CAMP - NIGHT

               Poldek Pfefferberg holds up a pistol, feels its weight, points 
               it.

                                     SCHINDLER
                              (calmly)
                         Careful.

               Pfefferberg smiles, lowers the gun, kneels beside an open 
               crate of weapons: a couple of revolvers and rifles, an old 
               carbine.

               INT. FACTORY - DAY

               From high above the factory, Stern can be seen among the 
               machines talking with a worker. The man points up and returns 
               to his work.

               Stern stares up, puzzled. He locates a ladder that connects 
               the shop-floor to a series of overhead planks and, with 
               trepidation, climbs.

               He reaches a shaky landing high above the machines, navigates 
               the primitive catwalks with great care, comes to a large 
               water tank near the workshop ceiling.

                                     SCHINDLER
                         Stern.

               Above the rim of the tank, amid rising steam, Schindler's 
               head appears. Then disappears. Stern climbs a set of rungs 
               on the tank, reaches the top and finds inside, lolling in 
               the steaming water, Schindler and the blonde stenographer 
               from the trial.

                                     STERN
                         Excuse me.

               Neither Schindler nor the blonde seems the least bit 
               embarrassed. Only Stern. He tries hard to pretend the girl 
               isn't there, but he just can't.

                                     STERN
                         I'll talk to you later.

                                     SCHINDLER
                         No, no, what, what is it?

               Schindler floats over closer to him, waits for him to report 
               whatever it is he has come to report, leans closer. Finally, 
               quietly --

                                     STERN
                         Do you have any money I don't know 
                         about? Hidden away someplace?

               Schindler thinks long and hard...

                                     SCHINDLER
                         No.

               Silence except for the gently lapping water. Half-joking --

                                     SCHINDLER
                         Why, am I broke?

               Stern glances away, doesn't answer, just stares off. And a 
               slight, slight smile, a gambler's philosophical smile upon 
               being purged of his wealth, appears on Schindler's face.

               EXT. RURAL BRINNLITZ - DAY

               In the distance, a lone boxcar, stark against the winter 
               landscape. There are patches of snow on the ground. A cold 
               wind blows through bare trees.

                                     SCHINDLER (V.O.)
                         Poldek.

               INT. MACHINE SHOP - BRINNLITZ CAMP - DAY

               Tight on Poldek Pfefferberg's eyes behind a welder's mask.

               He turns from his work to the voice, welding torch in his 
               hand.

               EXT. RURAL BRINNLITZ - DAY

               The torch firing at ice as hard as metal, blue flame, white 
               steam. Pfefferberg's eyes behind the mask again, 
               concentrating.

               Around the abandoned boxcar, in the gruesome cold, stand 
               Schindler, Emilie, a doctor, some workers and some SS guards, 
               watching, waiting.

               Pfefferberg steps back. Sledge hammers pound at locks.

               Hands pull at levers. The doors begin to slide.

               Out of darkness, from inside the boxcar as the doors slide 
               open, Schindler's face is revealed, tight. He stares for an 
               interminable moment before walking slowly away.

               Inside the boxcar is a tangle of limbs, a pyramid of corpses, 
               frozen white.

               From a distance, a tableau: the boxcar, the workers and guards 
               and Emilie outside it, Schindler, off to himself several 
               steps away, all of them still as statues.

               EXT. CATHOLIC CEMETERY - OUTSIDE BRINNLITZ - DAY

               Beyond a country church, among the stone markers of a small 
               cemetery, walk Schindler and a priest.

                                     SCHINDLER
                         It's been suggested I cremate them 
                         in my furnaces. As a Catholic I will 
                         not. As a human being I will not.

               The priest nods; he seems relatively empathic. He offers an 
               alternative --

                                     PRIEST
                         There's an area beyond the church 
                         reserved for the burial of suicides. 
                         Maybe I can convince the parish 
                         council to allow them to be buried 
                         there.

                                     SCHINDLER
                         These aren't suicides.

               The priest knows that. But he also knows that the provisions 
               of Canon Law regarding who can and cannot be buried in 
               consecrated ground are narrow.

                                     SCHINDLER
                         These are victims of a great murder.

               INT. BRINNLITZ FACTORY - DAY

               In a corner of the factory, workers hammer at pine lumber.

               They are building coffins.

               EXT. BRINNLITZ FACTORY - DAY

               As workers harness horses to carts, others hoist the coffins 
               into them. Schindler is there, watching. He glances up at 
               one of the guard towers, expecting, perhaps, to be felled by 
               a bullet.

               EXT. BRINNLITZ FACTORY - DAY

               Beyond the wire, Rabbi Levartov leads the horse-drawn carts.

               Around him walk a minyan -- a quorum of ten males necessary 
               for the rite. A few guards lag behind.

               INT. BRINNLITZ FACTORY - SAME TIME - DAY

               Work continues, but it's apparent in their eyes they are 
               only physically here; in spirit they are all walking alongside 
               the carts, one great moral force.

               The roar of a machine suddenly, inexplicably, dies. Then 
               another. And another. Schindler, standing at the main power 
               panel, pulls the last of the switches, and the factory plunges 
               into absolute silence.

               EXT. CATHOLIC CEMETERY - DAY

               Just beyond the perimeter of the Catholic cemetery, the minyan 
               quickly and quietly recites Kaddish over the dead as their 
               coffins are lowered into individual graves.

               Then, there is only a low breathing of wind.

               EXT. BRINNLITZ CAMP - ANOTHER DAY

               Amon Goeth, in civilian clothes, emerges from a car. His 
               eyes, sallow from inadequate sleep, sweep across the fortified 
               compound with envy. It's a nice place Oskar's got here.

               INT. OFFICE - BRINNLITZ FACTORY - SAME TIME - DAY

               Stern, at a window, stares down at Goeth beside his car. 
               Softly, gravely --

                                     STERN
                         What's he doing here?

               Schindler appears beside Stern, glances down. He's lost 
               weight, Goeth. The old suit he wears seems too big for him.

               Alone down there he seems disoriented.

                                     SCHINDLER
                         Probably looking for a handout.

               INT. BRINNLITZ FACTORY - DAY

               Workers glance up at a horrible apparition from the pit of 
               their foulest dreams -- Amon Goeth crossing through the 
               factory.

               Schindler, his arm around the killer's shoulder as if he 
               were a long lost brother, leads him across the shop-floor, 
               proudly pointing out to him the huge thundering Hilo machines.

               INT. OFFICES, BRINNLITZ FACTORY - DAY

               Schindler takes an old suitcase from his office closet, sets 
               it on his desk, snaps it open revealing clothes, Goeth's 
               uniforms, his medals. The ex-Oberstrumfuhrer touches the 
               fabric gently, then glances up gratefully to his friend.

                                     GOETH
                         Thank you.

               INT. OUTER OFFICES - BRINNLITZ FACTORY - DAY

               Beyond the frosted glass of Schindler's office door, Stern 
               can see the wavering forms of the two Nazi Party members 
               sharing cognac and stories.

               INT. BRINNLITZ FACTORY - DAY

               Warmed by cognac and friendship, Goeth comes through the 
               factory again carrying the suitcase, Schindler at his side, 
               steering him to some degree.

               Goeth's hand comes up to his cheek as if to brush away a 
               bothersome fly. But it isn't a fly. One of the workers has 
               spit on him. He turns in disbelief.

               Silence as his hand drops to his side, to the holster he 
               forgets isn't there. He glances around for SS guards... who 
               aren't there. He looks to Schindler, thoroughly confused, 
               and whispers --

                                     GOETH
                         Where are the guards?

                                     SCHINDLER
                         The guards aren't allowed on the 
                         factory floor. They make my workers 
                         nervous.

               Goeth stares at him bewildered. Then again at the worker who 
               spit. Then at other workers, the resolve in their eyes.

               They know he has no power here, and sense he has no power 
               anywhere. His own eyes drift to a woman with yarn in her 
               lap, knitting needles in her hands. Is this a dream?

                                     SCHINDLER
                         I'll discipline him later.

               Schindler good-naturedly throws an arm around Goeth's shoulder 
               and leads him away. The workers watch as the two Germans 
               disappear out the factory doors.

               INT. GUARDS' BARRACKS - EVENING

               A guard slowly turns the dial of a radio, finding and losing 
               in static several different voices in several languages, 
               none of them lasting more than a moment.

               Depression hangs over the barracks. Most of the guards are 
               straining to hear the news they've been fearing for some 
               time now, some on their bunks just staring, one at a window 
               peering out at the black face of a forest as if expecting, 
               at any moment, to see Russian or American troops appear.

               INT. WORKER'S BARRACKS - SAME TIME - EVENING

               Another radio. Workers, like the guards, straining to hear.

               The dial finds, faint, mired in static, the idiosyncratic 
               voice of Winston Churchill.

               INT. LIEPOLD'S QUARTERS - SAME TIME - EVENING

               Schindler on Liepold's doorstep. The two men considering 
               each other across the threshold. Radio static filters out 
               from Liepold's room. The word "Eisenhower" cuts through before 
               the speaker's voice is buried again.

                                     SCHINDLER
                         It's time the guards came into the 
                         factory.

               He turns and walks away.

               INT. BRINNLITZ FACTORY - NIGHT

               All twelve hundred workers and all the guards are gathered 
               for the first time on the factory floor. Tension and 
               uncertainty surround them. It's ominously quiet. Then --

                                     SCHINDLER
                         The unconditional surrender of Germany 
                         has just been announced. At midnight 
                         tonight the war is over.

               It is not his intention to elicit celebration. Indeed, his 
               words, echoing and fading in the factory, echo the doubts 
               they all feel.

                                     SCHINDLER
                         Tomorrow, you'll begin the process 
                         of looking for survivors of your 
                         families. In many cases you won't 
                         find them. After six long years of 
                         murder, victims are being mourned 
                         throughout the world.

               Not by Untersturmfuhrer Liepold. He stands with his men, 
               dying to lift his rifle and fire.

                                     SCHINDLER
                         We've survived. Some of you have 
                         come up to me and thanked me. Thank 
                         yourselves. Thank your fearless Stern, 
                         and others among you, who, worrying 
                         about you, have faced death every 
                         moment.
                              (glancing away)
                         Thank you.

               He's looking at the guards, thanking them, which thoroughly 
               confuses the workers. Just when they thought they knew where 
               his sentiments lay, he's thanking guards.

                                     SCHINDLER
                         You've shown extraordinary discipline. 
                         You've behaved humanely here. You 
                         should be proud.

               Or is he attempting to adjust reality, to destroy the SS as 
               combatants, to alter the self-image of both the guards and 
               the prisoners? Moving across the SS men's faces, they remain 
               inscrutable. Schindler turns his attention back to the 
               workers, and, not at all like a confession, but rather like 
               simple statements of fact:

                                     SCHINDLER
                         I'm a member of the Nazi party. I'm 
                         a munitions manufacturer. I'm a 
                         profiteer of slave labor, I'm a 
                         criminal. At midnight, you will be 
                         free and I will be hunted.
                              (pause)
                         I'll remain with you until five 
                         minutes after midnight After which 
                         time, and I hope you'll forgive me, 
                         I have to flee.

               That worries the workers. Whenever he leaves, something 
               terrible always seems to happen.

                                     SCHINDLER
                         In memory of the countless victims 
                         among your people, I ask us to observe 
                         three minutes of silence.

               In the quiet, in the silence, drifting slowly across the 
               faces of the workers -- the elderly, the lame, teenagers, 
               wives beside husbands, children beside their parents, families 
               together -- it becomes clear, if it wasn't before, that both 
               as a prison and a manufacturing enterprise, the Brinnlitz 
               camp has been one long sustained confidence game.

               Schindler has never stood still so long in his life. He does 
               now, though, framed by his giant Hilo machines, silent at 
               the close of the noisiest of wars, his head bowed, mourning 
               the many dead.

               When he finally does look up he sees that he is the last to 
               do so. The faces, few of which he recognizes, are all looking 
               at him. He turns to speak to the guards along the wall again.

                                     SCHINDLER
                         I know you've received orders from 
                         our Commandant -- which he has 
                         received from his superiors -- to 
                         dispose of the population of this 
                         camp.

               Apprehension spreads across the factory like a wave.

               Pfefferberg tightens his grip on the pistol under his coat.

               His ragtag irregulars do the same, the rest of their ersatz 
               "arsenal" concealed behind a machine. To the guards:

                                     SCHINDLER
                         Now would be the time to do it. 
                         They're all here. This is your 
                         opportunity.

               The guards hold their weapons, as they have from the moment 
               they arrived here tonight, at attention, waiting it seems, 
               to be given the official order from their Commander, Liepold, 
               who appears ready to give it.

                                     SCHINDLER
                         Or...
                              (he shrugs)
                         ...you could leave. And return to 
                         your families as men instead of 
                         murderers.

               Long, long silence. Finally, one of the guards slowly lowers 
               his rifle, breaks ranks and walks away. Then another. And 
               another. And another. Another.

               When the last is gone, the workers consider Liepold. He 
               appears more an oddity than a threat. He is more an oddity 
               than a threat. And he knows it. He turns and leaves.

               EXT. BRINNLITZ CAMP - NIGHT

               A watchtower. Abandoned. The perimeter wire. No sentries.

               The guard barracks. Deserted. The SS is long gone.

               EXT. COURTYARD - BRINNLITZ CAMP - NIGHT

               Schindler and Emilie emerge from his quarters, each carrying 
               a small suitcase. In the dark, some distance away from his 
               Mercedes, stand all twelve hundred workers. As Schindler and 
               his wife cross the courtyard to the car, Stern and Levartov 
               approach. The rabbi hands him some papers.

                                     LEVARTOV
                         We've written a letter trying to 
                         explain things. In case you're 
                         captured. Every worker has signed 
                         it.

               Schindler sees a list of signatures beginning below the 
               typewritten text and continuing for several pages. He pockets 
               it, this new list of names.

                                     SCHINDLER
                         Thank you.

               Stern steps forward and places a ring in Schindler's hand.

               It's a gold band, like a wedding ring. Schindler notices an 
               inscription inside it.

                                     STERN
                         It's Hebrew. It says, 'Whoever saves 
                         one life, saves the world.'

               Schindler slips the ring onto a finger, admires it a moment, 
               nods his thanks, then seems to withdraw.

                                     SCHINDLER
                              (to himself)
                         I could've got more out...

               Stern isn't sure he heard right. Schindler steps away from 
               him, from his wife, from the car, from the workers.

                                     SCHINDLER
                              (to himself)
                         I could've got more... if I'd just... 
                         I don't know, if I'd just... I 
                         could've got more...

                                     STERN
                         Oskar, there are twelve hundred people 
                         who are alive because of you. Look 
                         at them.

               He can't.

                                     SCHINDLER
                         If I'd made more money... I threw 
                         away so much money, you have no idea. 
                         If I'd just...

                                     STERN
                         There will be generations because of 
                         what you did.

                                     SCHINDLER
                         I didn't do enough.

                                     STERN
                         You did so much.

               Schindler starts to lose it, the tears coming. Stern, too.

               The look on Schindler's face as his eyes sweep across the 
               faces of the workers is one of apology, begging them to 
               forgive him for not doing more.

                                     SCHINDLER
                         This car. Goeth would've bought this 
                         car. Why did I keep the car? Ten 
                         people, right there, ten more I 
                         could've got.
                              (looking around)
                         This pin --

               He rips the elaborate Hakenkreus, the swastika, from his 
               lapel and holds it out to Stern pathetically.

                                     SCHINDLER
                         Two people. This is gold. Two more 
                         people. He would've given me two for 
                         it. At least one. He would've given 
                         me one. One more. One more person. A 
                         person, Stern. For this. One more. I 
                         could've gotten one more person I 
                         didn't.

               He completely breaks down, weeping convulsively, the emotion 
               he's been holding in for years spilling out, the guilt 
               consuming him.

                                     SCHINDLER
                         They killed so many people...
                              (Stern, weeping too, 
                              embraces him)
                         They killed so many people...

               From above, from a watchtower, Stern can be seen down below, 
               trying to comfort Schindler. Eventually, they separate, and 
               Schindler and Emilie climb into the Mercedes. It slowly pulls 
               out through the gates of the camp. And drives away.

               EXT. BRINNLITZ - NIGHT

               A panzer emerges from the treeline well beyond the wire of 
               the camp and just sits there growling like a beast. Suddenly 
               it fires a shell at nothing in particular, at the night -- 
               an exhibition of random spite -- then turns around and rolls 
               back into the forest.

               EXT. BRINNLITZ CAMP - SAME TIME - NIGHT

               From a watchtower, a couple of workers, having witnessed the 
               tank's display of impotent might, can make little sense of 
               it. Below, many of the workers mill around the yard, waiting 
               to be liberated. No one seems to know what else to do.

               EXT. BRINNLITZ - DAY

               Some Czech partisans emerge from the forest. They come down

               the hill and casually approach the camp. Reaching the wire, 
               they're met by Pfefferberg and some other workers, rifles 
               slung over their shoulders. Through the fence --

                                     PARTISAN
                         It's all over.

                                     PFEFFERBERG
                         We know.

                                     PARTISAN
                              (pause)
                         So what are you doing? You're free 
                         to go home.

                                     PFEFFERBERG
                         When the Russians arrive. Until then 
                         we're staying here.

               The partisan shrugs, Suit yourself, and wanders back toward 
               the trees with his friends.

               EXT. BRINNLITZ CAMP - NIGHT

               Five headlights appear out of the night, five motorcycles 
               marked with the SS Death's-head insignia. They turn onto the 
               road leading to the camp gate and park, the riders shutting 
               off the engines.

                                     SS NCO
                         Hello?

               Shapes materialize out of the darkness within the camp.

               Several armed and dangerous Jews.

               EXT. BRINNLITZ CAMP - LATER - NIGHT

               As the cyclists fill their tanks with gasoline borrowed from 
               the camp, the workers keep their rifles pointed at them. The 
               NCO in charge lines the gas cans neatly back up against the 
               wire.

                                     NCO IN CHARGE
                         Thank you very much.

               He climbs onto his motorcycle. The others climb onto theirs.

               And drive away.

               EXT. BRINNLITZ CAMP - DAWN

               A lone Russian officer on horseback, tattered coat, rope for 
               reins, emerges from the forest. As he draws nearer, it becomes 
               apparent to the workers assembling on the camp yard, that 
               the horse is a mere pony, the Russian's feet in stirrups 
               nearly touching the ground beneath the animal's skinny 
               abdomen.

               He reaches the camp, climbs easily down from the horse and, 
               in a loud voice, addresses the hundreds of workers standing 
               at the fence:

                                     RUSSIAN
                         You have been liberated by the Soviet 
                         Army.

               This is it? This one man? The workers wait for him to say 
               more. He waits for them to move, to leave, to go home. Finally --

                                     RUSSIAN
                         What's wrong?

               A few of the workers come out from behind the fence to talk 
               with him.

                                     WORKER
                         Have you been in Poland?

                                     RUSSIAN
                         I just came from Poland.

                                     WORKER
                         Are there any Jews left?

               The Russian has to think. Eventually he shrugs, 'no,' not 
               that he saw, and climbs back onto his pony to leave.

                                     WORKER
                         Where should we go?

                                     RUSSIAN
                         I don't know. Don't go east, that's 
                         for sure, they hate you there.
                              (pause)
                         I wouldn't go west either if I were 
                         you.

               He shrugs and gives his little horse a kick in the ribs.

                                     WORKER
                         We could use some food.

               The Russian looks confused, glances off. The quiet hamlet of 
               Brinnlitz sits there against the mountains not half a mile 
               away.

                                     RUSSIAN
                         Isn't that a town over there?

               Of course it is. But the idea that they could simply walk 
               over there is completely foreign to them. The Russian rides 
               away.

               EXT. BRINNLITZ - DAY

               All twelve hundred of them, a great moving crowd coming 
               forward, crosses the land laying between the camp, behind 
               them, and the town, in front of them.

               Tight on the FACE of one of the MEN.

               Tight on TYPEWRITER KEYS rapping his NAME.

               Tight on A PEN scratching out the words, "METAL POLISHER" on 
               a form.

               Tight on the KEYS typing, "TEACHER." Tight on his FACE in 
               the crowd.

               Tight on the face of a woman in the moving crowd. The keys 
               typing her name. The pen scratching out "LATHE OPERATOR." 
               The keys typing "PHYSICIAN." Tight on her face.

               Tight on a man's face. His name. Pen scratching out 
               "ELECTRICIAN." Keys typing "MUSICIAN." His face.

               A woman's face. Name. Pen scratching out "MACHINIST." Keys 
               typing "MERCHANT." Face.

               "CARPENTER." Face. "SECRETARY." Face. "DRAFTSMAN." Face.

               "PAINTER." Face. "JOURNALIST." Face. "NURSE." Face.

               "JUDGE." Face. Face. Face. Face.

                                                               HARD CUT TO:

               EXT. FRANKFURT - DUSK (1955)

               A street of apartment buildings in a working class 
               neighborhood of the city.

               INT. APARTMENT BUILDING - DUSK

               The door to a modest apartment opens revealing Oskar 
               Schindler. The elegant clothes are gone but the familiar 
               smile remains.

                                     SCHINDLER
                         Hey, how you doing?

               It's Poldek Pfefferberg out in the hall.

                                     PFEFFERBERG
                         Good. How's it going?

                                     SCHINDLER
                         Things are great, things are great.

               Things don't look so great. Schindler isn't penniless, but 
               he's not far from it, living alone in the one room behind 
               him.

                                     PFEFFERBERG
                         What are you doing?

                                     SCHINDLER
                         I'm having a drink, come on in, we'll 
                         have a drink.

                                     PFEFFERBERG
                         I mean where have you been? Nobody's 
                         seen you around for a while.

                                     SCHINDLER
                              (puzzled)
                         I've been here. I guess I haven't 
                         been out.

                                     PFEFFERBERG
                         I thought maybe you'd like to come 
                         over, have some dinner, some of the 
                         people are coming over.

                                     SCHINDLER
                         Yeah? Yeah, that'd be nice, let me 
                         get my coat.

               Pfefferberg waits out in the hall as Schindler disappears 
               inside for a minute. The legend below appears:

               AMON GOETH WAS ARRESTED AGAIN, WHILE A PATIENT IN AN 
               SANITARIUM AT BAD TOLZ. GIVING THE NATIONAL SOCIALIST SALUTE, 
               HE WAS HANGED IN CRACOW FOR CRIMES AGAINST HUMANITY.

               Schindler reappears wearing a coat, steps out into the hall, 
               forgets something, turns around and goes back in.

               OSKAR SCHINDLER FAILED AT SEVERAL BUSINESSES, AND MARRIAGE, 
               AFTER THE WAR IN 1958, HE WAS DECLARED A RIGHTEOUS PERSON BY 
               THE COUNCIL OF THE YAD VASHEM IN JERUSALEM, AND INVITED TO 
               PLANT A TREE IN THE AVENUE OF THE RIGHTEOUS. IT GROWS THERE 
               STILL.

               He comes back out with a nice bottle of wine in his hand, 
               and, as he and Pfefferberg disappear down the stairs together --

                                     SCHINDLER'S VOICE
                         Mila's good?

                                     PFEFFERBERG'S VOICE
                         She's good.

                                     SCHINDLER'S VOICE
                         Kids are good? Let's stop at a store 
                         on the way so I can buy them 
                         something.

                                     PFEFFERBERG'S VOICE
                         They don't need anything. They just 
                         want to see you.

                                     SCHINDLER'S VOICE
                         Yeah, I know. I'd like to pick up 
                         something for them. It'll only take 
                         a minute.

               Their voices face. Against the empty hallway appears a faint 
               trace of the image of the factory workers, through the wire, 
               walking away from the Brinnlitz camp. And the legend:

               THERE ARE FEWER THAN FIVE THOUSAND JEWS LEFT ALIVE IN POLAND 
               TODAY. THERE ARE MORE THAN SIX THOUSAND DESCENDANTS OF THE 
               SCHINDLER JEWS.

                                         THE END