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The Day The Clown Cried Movie Script

Writer(s) : Charles Denton, Jerry Lewis

Genres : Drama

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	THE DAY THE CLOWN CRIED 
	ORIGINAL SCREENPLAY 
	By 
	JOAN O'BRIEN 
	And 
	CHARLES DENTON 
	Based on a Story Idea by 
	JOAN O'BRIEN 
	Additional Material by Jerry Lewis

	I TOOK A CHILD BY THE HAND... 
	TO LEAD HIM ON HIS WAY. 
	I TOLD HIM OF THE LOVE OF GOD... 
	AND TAUGHT HIM HOW TO PRAY. 
	AND AS I SEARCHED FOR BETTER WAYS HIS GUIDE AND HELP TO BE... 
	I FOUND, AS WE WALKED HAND IN HAND, THAT HE WAS LEADING ME. 
	"THE DAY THE CLOWN CRIED"

				    COLD OPENING

	EXT. PARIS CIRCUS - NIGHT

	The normal activity and excitement of showtime around the 
	circus is in evidence where we see the half dark street and 
	alley directly adjacent to the circus tent which (in Paris 
	is an enclosure)... the animals, the midgets, the people and 
	the roustabouts moving with a fixed speed and getting faster 
	as we now know showtime is momentarily due.

	We MOVE TOWARD the action, slowly but definitely picking up 
	SOUNDS and actions of the busy people as we go.

						    STRAIGHT CUT TO:

	EXT. CIRCUS - FRONT OF CIRCUS - PEOPLE ENTERING - NIGHT

	We see barkers, children, people, pushing... buying tickets, 
	hats, candy... SOUNDS of children laughing, MUSIC playing 
	from o.s. within the tent area... and we...

								   CUT TO:

	EXT. BACK OF CIRCUS - NIGHT

	A continuation of the animals, trainers, clowns INTERCUT 
	with the action of the circus customers jamming the 
	entranceway to get in... (complimented CUTS from backstage 
	to out front... building to the final crescendo... as we see 
	the alley empty and clear out vs. the front area clearing 
	and also becoming empty.)

							   DISSOLVE TO:

	INT. CIRCUS PROPER - NIGHT

	The fully dressed orchestra playing the oncoming people to 
	their respective seats as we PAN ALONG the happy faces and 
	excited children... DOWN and BACK within the circus backstage 
	and SLOWLY COME TO A STOP OUTSIDE: "CLOWN ALLEY".

	CLOWN ALLEY - NIGHT

	The heartbeat of any circus... The long row of unkempt, yet 
	beautifully neat trunks where the clowns make up, with many 
	of the clowns just coming in and setting their clothes and 
	things around their own little areas... midgets running and 
	playing, like the little children they are about to 
	entertain... MUSIC is in the deep background... as we COME 
	TO A STOP at the large trunk with the letters clearly printed 
	...'GUSTAV - EUROPE'S PREMIER CLOWN."

	We PULL BACK and AWAY from the lettering on the trunk and 
	REVEAL the face of a gentle but drawn man, a man whose body 
	and movements indicate he has been at this for a long time.  
	As he sits, the little midgets run close to see what they 
	can do to help; one pulls the chair for him to sit on; another 
	brings a hot cup of coffee; another takes his coat and hangs 
	in on the hattree, adjacent to his trunk... as we PUSH PAST 
	HIM to introduce the other clowns... some half made up, others 
	finishing their make-up... and some just sitting and rapping 
	together, smoking, drinking coffee, waiting for showtime... 
	and in the very distant b.g., almost against the wall of 
	clown alley, we see the trunk and the body of a "CLOWN" in 
	silhouette... we CRAWL TOWARDS the body and the trunk... and 
	COME TO A STOP... HOLDING FULL FRAME.  The clown, already 
	made-up and dressed in his tramp outfit, has his head in his 
	hands, leaning down on the trunk table top, a depressed and 
	sad looking hulk of a man... an o.s. voice:

				  MIDGET
		Coffee?  It's nice and hot.

	The MIDGET slides the cup in front of the clown's face... as 
	he picks up his head and smiles and nods yes... he sips the 
	coffee and we see the clown is HELMUT DORQUE (pronounced 
	Doork).

	He is a depressed and very unhappy clown... the frown on his 
	face shows years of knocking around... plus fear that those 
	years are now over.  From o.s. we HEAR the SOUND of a small 
	air horn being blown and carried by one of the midgets.  He 
	is yelling through an old megaphone.

				  MIDGET
		15 Minutes to circus... 15 minutes 
		to circus.

	Upon hearing this, "Clown Alley" really gets busy... all the 
	clowns get up and put their last minute touches together... 
	touching up their make-ups... getting their coats and props 
	together... and as they get themselves up and ready, they 
	exit the clown alley area and start for the arena.  The last 
	one to go is Helmut, lingering behind intentionally as we:

								   CUT TO:

	INT. CIRCUS ARENA - CLOSEUP RINGMASTER - NIGHT

				  RINGMASTER
		Ladies and gentlemen, we proudly 
		present... "The Clowns"!

	INT. CLOWN ALLEY - NIGHT

	Helmut hangs back until the very last clown exits Clown Alley, 
	as we:

								   CUT TO:

	INT. CIRCUS PROPER - NIGHT

	The MUSIC is really going strong... and the clowns come on 
	like all forty.  They explode in the ring... doing all their 
	bits and pieces which ultimately brings them back to the 
	entrance area they just came from and they make the "West 
	Point" arch for the TIMPANI DRUM ROLL and the grand entrance 
	of "Gustav" the Great.

	CLOSER SHOT

	"Gustav" makes his famous comedy walk into the tent with the 
	longest pair of tails ever seen (at least 75 feet long) and 
	at the end holding them from dragging on the floor is Helmut, 
	the "Tramp Clown".

	WIDER SHOT

	We see Gustav taking the applause, and it is tremendous.  He 
	stops center of the ring, but Helmut keeps walking and doesn't 
	see the post in front of him as he walks around the post, 
	still holding the tails and goes on his butt, pulling Gustav 
	down as well.  The audience screams with laughter, believing 
	this all part of the act, as we:

							   DISSOLVE TO:

	INT. CLOWN ALLEY - NIGHT

	All the clowns are sitting around their respective trunks 
	and there is a sense of gloom permeating the air, as Gustav 
	and MR. SCHMIDT pace back and forth behind Helmut, both going 
	at him unmercifully.

				  MR SCHMIDT
			(in the middle of his 
			tirade)
		Not to mention how unprofessional 
		that was...

				  HELMUT
		But it was an accident...

				  GUSTAV
		Oh, sure it was... A very well planned 
		and calculated accident!

				  HELMUT
		I swear to you... it was an accident!

	Gustav stops and grabs Schmidt's arm, and with a threatening, 
	pointing finger...

				  GUSTAV
		I don't want to hear any more...  
		You will get me another stooge. I 
		don't want this man!!

				  SCHMIDT
		Don't get excited, Gustav, you shall 
		have it.

				  GUSTAV
		You bet I will, or you shall have no 
		show.

	Gustav walks away, sits at his trunk, starts taking his make-
	up off.

				  SCHMIDT
			(moving to Helmut's 
			trunk, leaning over 
			into Helmut's ear)
		You will run with the other clowns 
		and that's all you will do... is 
		that clear?

	Helmut, shattered, nods his head yes.

				  SCHMIDT
			(continuing)
		And if there is another one of your 
		cute tricks... I promise you will do 
		your bits for the "Cats" while 
		cleaning their cages!

	Schmidt walks away... leaving Helmut stunned and shocked.  
	Helmut lifts his trunk cover, which opens on a hinge and 
	stays upright, as we SLOWLY CRAB AROUND to REVEAL the "One 
	Sheets" glued to the inside of the trunk lid... as Helmut 
	reaches for a towel to clean his face, we read:

		   RINGLING BROS. & BARNUM AND BAILEY

				 PRESENTS

		  THE WORLD'S GREATEST CLOWN "HELMUT"

				 SCHMIDT

				    From Germany

	The one sheets are battered and torn and certainly appear to 
	be many years old.  As we PAN the "Lid" to see them all, 
	Helmut's face is reflected in the mirror as we see the tears 
	rolling down his face.  As we FREEZE FRAME, MUSIC hits for:

	MAIN TITLES:

	THE DAY THE CLOWN CRIED

	FOLLOWING CREDITS:

	EXT. DESERTED STREET AND BISTRO - NIGHT

	Helmut, dejected and as sad as any man could be, strolls 
	down the deserted street, alone.

	INT. BISTRO

	He comes to a small bistro and walks in... stands at the 
	bar.

				  HELMUT
		Clause... give me a double whiskey 
		with beer chaser.

				  CLAUSE
			(who knows him)
		You won't get "Funny" out of a bottle.

				  HELMUT
		And you won't make a dime sticking 
		your nose in other people's business.

	Clause pours the whiskey, and places the beer next to it; as 
	Helmut gulps the drink down and chases it with the beer from 
	the bottle... we:

						    STRAIGHT CUT TO:

	INT. THE APARTMENT - NIGHT

	Standing at the window looking out is a beautiful WOMAN, 
	simply dressed, no make-up and clean; she has the look of a 
	woman who has just bathed and one could almost smell the 
	fragrance of bath oil on her body.  She is tense and 
	concerned.

	She sees something and moves toward the door and opens it.  
	There is a beat and finally the o.s. SOUNDS of feet scuffling 
	get to the door.  It is Helmut, fairly crocked at this point.

				  ADA
		Helmut, darling, are you all right?

				  HELMUT
			(nastily)
		Do I look like I'm not all right?

				  ADA
		I was so worried about you...  Your 
		dinner is cold and I couldn't imagine 
		what happened to you...

				  HELMUT
		Were you really worried about me or 
		your stupid dinner was getting cold?

	Ada is hurt by this, but knows something is really chewing 
	away at him... and deals with it even more tenderly, which 
	only digs in deeper on Helmut.

				  ADA
		Sweetheart, I care about you...  I 
		love you... I worry about you...  I 
		can't help those feelings...

	During the above Helmut is at the small bar in the living 
	room pouring another "blast" and gulps it down... he hears 
	the words but tries to ignore them.

				  HELMUT
		If there is anything I don't need 
		right now... it's your super-
		sentimentality...

	He flops down in the armchair and stares straight ahead... 
	Again, Ada is hurt by his blasting her, but she's wise enough 
	to know this isn't the man she loves... she has to get what's 
	eating him out of there.

				  ADA
		Helmut... what's tormenting your 
		soul?  Please let me help you... 
		talk to me...  I don't care what it 
		is... I love you...  I'm your 
		friend... you can trust me to 
		understand...

				  HELMUT
		I can't trust anybody... I don't 
		know how to trust anybody...

				  ADA
		I'm not anybody!  I'm your wife!

	Helmut, hearing these words, looks up at her and sees the 
	beauty in her eyes, and he is affected by this.  He stands 
	up and takes her in his arms... almost breaking her in two.

				  HELMUT
		I'm sorry, my love... I'm so sorry...
		You're right!  You're not anybody.  
		You're my wife and I love you, too...
		So very much I just have no one to 
		fight back at... I'm lost and alone,  
		I can't handle the disgrace of 
		failure... the pain of being a has-
		been is more than I can bear...

	Ada knows now what's happened.

				  ADA
		Schmidt again?  Gustav again?  When 
		will you learn they fear you and 
		they know how vulnerable you are 
		now...  if they can beat you down 
		then they needn't worry about you 
		coming back to haunt them.

				  HELMUT
		They worry about me?  Don't be 
		ridiculous...  they just took the 
		last comic bit away from me... because 
		of a silly accident...  I'm now down 
		at the bottom, just a stooge assisting 
		a not-so-funny clown.

				  ADA
		But they can't take your talent 
		away...  That's your strongest force!

	Walking away from her, getting angry again...

				  HELMUT
		What the hell are you talking about?
		What talent?  And if I had any it's 
		being suffocated into nothing...  
		And that's just what I am now...  
		nothing... No one... just empty...  
		a prop to be used and mis-used...  
		how does my great talent stand up to 
		those odds?

				  ADA
		By not quitting... You must fight!  
		Creative survival is even more 
		difficult than human survival...  
		You must fight!!!

	Helmut gets quiet and listens, and it makes sense... Ada 
	knows she's got him now.

				  ADA
			(continuing)
		Go to Schmidt... Force a 
		confrontation...  Don't let Gustav 
		win...  make Schmidt see what an 
		injustice they are imposing on you...  
		Please, my love, fight!  Make your 
		world better by fighting for it...  
		You can do it... I know you can...

	Helmut hears it all and it sounds so good and right.

				  HELMUT
		I will go now and see Schmidt...
		I will tell him I won't take any 
		more degradation... I will tell him 
		I am a "clown" not a stooge...  A 
		"clown"... A special person...  A 
		special clown...

	Ada happily gets his hat.

				  ADA
			(placing the hat on 
			his head)
		Go, my love... Go and fight for what 
		you know is right... I will warm 
		your dinner and wait for you to come 
		home.

	She kisses him, opens the door for him and he goes.

							   DISSOLVE TO:

	INT. THE EMPTY CIRCUS - NIGHT

	The low key light and the silence of the circus is almost 
	ominous and a little frightening for Helmut as he walks across 
	the empty arena... with a small light burning from up high.  
	All the equipment is tied off.  Slight ANIMAL SOUNDS in the 
	deep background... and the faintest SOUND of circus music is 
	heard.  Helmut is now center of the main ring and stops and 
	looks around.

	HIS POV - THE EMPTY STANDS

	CLOSE SHOT - HELMUT

	His face tense, then eases as he looks around.

	HIS POV

	The stands are full, the lights come up, and the audience is 
	standing, applauding thunderously!

	MED. CLOSE - HELMUT

	In his clown outfit bowing and acknowledging the ovation.

	HIS POV - THE AUDIENCE

	as they stop applauding and sit down.

	WIDE SHOT

	Helmut -- the chair and the trombone --

	THE TROMBONE PANTOMIME

	As the completion of the "Trombone Pantomime" Helmut walks 
	away from the position he was in with the trombone and bows 
	and milks the crowd for reactions and as he bows the second 
	time... WE SHIMMER:

								  BACK TO:

	CLOSE - HELMUT

	In bowing position as he looks at the crowd.

	HIS POV - THE EMPTY STANDS

	CLOSE - HELMUT

	His face shows signs of utter despair and dejection... the 
	dream is gone and the memory of what was really hurts deep 
	down.  He looks around making sure he hasn't been noticed by 
	anyone and takes that deep sigh and strolls towards the back 
	of the circus tent area on his way to find Schmidt.

	WIDE ANGLE

	TRUCK WITH HIM, HOLDING the many empty seats in the b.g. as 
	he walks... trying to muster up the courage he's going to 
	have to call... something that has now become totally foreign 
	to him.

	HIGH SHOT - THE EMPTY CIRCUS

	We see Helmut as the tiny figure he feels like, walking out 
	of the tent area and into the backstage section.

								   CUT TO:

	BACKSTAGE OFFICE AREA - NIGHT

	Helmut enters the section of the circus where Schmidt has 
	his "Temp" office quarters.  It is a tent-like arrangement 
	with the canvas flap as his door and we see light streaming 
	from the half open canvas flap.

	HIS POV - THE TENT OFFICE

	Helmut looks and sees a shadow of a body moving around in 
	the tent office area and starts for it.

	INT. TENT OFFICE - NIGHT

	Schmidt pacing up and down... thinking, as we PULL BACK to 
	see Gustav seated in one of the fold-up chairs with a "I am 
	waiting" look on his face.

				  SCHMIDT
		Naturally, I agree... Doork is a 
		nuisance, but to just let him go 
		seems a little unfair.

				  GUSTAV
		Schmidt!  Don't make me put it on a 
		"either him or me basis".

				  SCHMIDT
		All right... all right... I'll give 
		him --

								   CUT TO:

	OUTSIDE OFFICE TENT - HELMUT - NIGHT

	listening.

				  SCHMIDT (V.O.)
		-- his two weeks notice tomorrow. 
		Will that satisfy you?

				  GUSTAV (V.O.)
		Perfectly!!  Let's have a drink...

	Helmut drops his head, completely discouraged and saddened 
	by what he knows is a losing battle.  As he starts to walk 
	away we can HEAR the tinkling of glasses and the slight 
	laughter of the two men as we watch Helmut slowly scuff his 
	way towards the backstage circus exit, as we:

	DISSOLVE (12-ft) HOLDING his walk over his limp body at bar.

	INT. THE BAR - NIGHT

	Helmut has had more than a few and really looks beaten and 
	shoddy -- he waves for the bartender to bring another.

				  CLAUSE
			(pouring still another 
			blast)
		It's your funeral.

				  HELMUT
			(not too clearly)
		A funeral is usually in order when 
		someone dies.

	Up to now, we have no idea, whatever, as to the time (in 
	history) we are indeed in Germany, but as Helmut downs another 
	blast we SLOWLY CREEP our CAMERA to include more of the bar 
	than we have seen before and it includes pictures, framed, 
	of soldiers, arms interlocked (looking somewhat like summer 
	camp stills), the German flag (1933 vintage / crisscrossed 
	with the Swastika), a large banner marked "Deutchland" Ober 
	Aliss... and finally, the larger than life photograph of 
	"Hitler".  Helmut slowly CROSSES CAMERA as he takes another 
	drink and starts spouting again.

				  HELMUT
		The trouble with man today is that 
		he takes everything for granted...  
		he thinks things he's told to think...  
		and accepts it! Just because we know 
		meanings of words we use them and we 
		fool ourselves...  people should use 
		the dictionary more...  look up words 
		like good... bad... honest... loyal...
		especially loyal,  I know what loyal 
		means, and I have always been that...  
		but does anyone care?  No!  Of course 
		not...  Only when it is expedient...  
		When it isn't ---
			(he slashes his throat 
			with his finger)
		--- ZIPPPP!  You're out!

	Helmut stops with his BACK TO CAMERA looking straight at 
	"Hitler" and screams:

				  HELMUT
		And that goes for you too... Mine 
		Fuhrer...

	He shoves his right arm up and out at the photograph of 
	"Hitler".

				  HELMUT
		... you, too, are a fool.  You allow 
		yourself to think you have "loyal" 
		followers...  Ha!  Wait until they've 
		had it with you...  You'll get 
		yours... all the smiling, bowing, 
		heel clicking idiots will shaft you 
		too.  And you will deserve it because 
		if you allow people like Herr Schmidt 
		to got about his business of lying, 
		and cheating, and being disloyal, 
		one day all the Schmidts in Germany 
		will turn on you and you will finish 
		as the dumb little corporal you 
		started as, and never know what hit 
		you...

	During the above dialogue, two S.S. men along with two Gestapo 
	men walk into the bar and sit at a table unseen by Helmut, 
	and as they sit, Helmut continues:

				  HELMUT
		He really has to be stupid --
			(indicating Hitler)
		I could help him by telling him about 
		the people he thinks are good 
		Germans... Ha!

	The two S.S. men and the two Gestapo men just happened to 
	stop in the pub, they can't really believe what they are 
	hearing, and the two S.S. men make a move to get up and secure 
	Helmut.  The head Gestapo man nods to them to stay seated 
	and wait and listen.  Helmut continues his rave and gets 
	more violent as he goes on.  Clause, the bartender, would 
	love to tell him the Germans are there, but chooses to go 
	about his business.

	Helmut is really getting the effects of the booze now and is 
	bordering on flipping his lid, completely.

	(He does the stagger routine trying to get to the table on 
	the other side of the bar furthest away from where the S.S.  
	men and Gestapo men are sitting)... We play this for visual 
	humor, but at the same time showing just how swacked he is!!!  
	Helmut finally reaches the table he has been trying 
	desperately to get to and falls into it, exhausted and 
	emotionally drained.  He looks around at the few people who 
	have been watching him, most of which are frightened at what 
	he has said, trying vainly to stay out of it.  Helmut catches 
	the eyes of the four men (S.S. and Gestapo) just looking at 
	him.

				  HELMUT
			(angrily)
		What are you staring at?  Didn't you 
		ever see a man drink before?

	The four men just stare at him with no answer.

				  HELMUT
		What's the matter?  Haven't you guys 
		got a sense of humor?  You must have!  
		Look how you're dressed!  Grown men 
		in their little soldier suits... And 
		the black coats and gloves... Like 
		in a movie...

	Helmut gets up and walks over to their table... mumbling, 
	and staggering as he goes...

				  HELMUT
		Real cloak and dagger stuff...  Didn't 
		you Gestapo guys ever know that 
		everybody can spot you a mile away?
			(leaning over and 
			whispering)
		Listen, if you really wanted to be 
		unnoticed...  You should dress like 
		plain people, then nobody would  
		know you... You might even wear straw 
		hats and shorts...

	He hears this and gets hysterical laughing.

				  HELMUT
		Straw hats and shorts!!  That's funny!  
		Now that's really funny, isn't it?  
		Straw hats and shorts!

	They just stare!

				  HELMUT
		Well, isn't that funny?   Think of 
		it...  That's funny!   Why don't you 
		laugh?

	HELMUT'S POV - THE S.S. AND GESTAPO MEN

	They are really staring now, hard to believe their ears and 
	eyes.

				  HELMUT
			(gets an idea)
		I know why you're not laughing...  
		Because things you hear, you have to 
		think about... I'll show you something 
		that you'll laugh at because all 
		you'll have to do is watch...

	DIRECTOR'S MEMO!!!    (INSERT CHAPLIN FOOTAGE)

	Helmut goes over to the bar, where a little man is standing 
	drinking his beer.  Alongside of the beer is a small plate 
	with crackers and brown jam.  Helmut takes a comb out of his 
	pocket, dips it in the man's glass of beer, combs his hair 
	down over one eye, takes a finger full of the brown jam and 
	makes a shicklegruber mustache from it... and turns on the 
	four men yelling:

				  HELMUT
		Ve vill conquer the world...  Heil 
		me!  Heil me!  Heil me!

	He screams the last "Heil" and collapses on the floor.  The 
	four men get up and proceed to pick him up and carry him out 
	of the bar.  As they get to the doorway and exit we STAY 
	on... Ada who has just arrived to see them pick him up and 
	carry him away.  She is shocked.  We STAY on a CLOSEUP OF 
	HER FACE showing the strain, pain and sadness as we:

							   DISSOLVE TO:

	INT. LT. REICHER'S OFFICE - OUTER OFFICE - BERLIN GESTAPO 
	HEADQUARTERS - DAY

	We OPEN on the shiny black boots swinging the door open in 
	front of him and as we PULL BACK we see Helmut seated in a 
	slumped position on the hard wood bench as we introduce the 
	wearer of the black boots -- LT. REICHER -- he enters his 
	office as we go with him... (Feather Edge Set)... he walks 
	briskly to the desk where there are briefs and papers stacked 
	high on his desk... he bellows, after looking at the top 
	folder.

				  REICHER
		STEINER !!!!  Get in here!

	A frightened and spineless like corporal springs into his 
	office and clicks his heels and screams.

				  CORPORAL
		Heil Hitler!
			(shooting that stiff 
			arm out like on a 
			spring!)
		Reicher flips his wrist in answer to 
		the heil, showing complete annoyance 
		at having to do it.

				  REICHER
		Do I see what I think I see here?

	The corporal leans over the desk, and in order to see puts 
	his hand on the desk to brace himself... Reicher smacks his 
	arm, knocking his face flat on the desk... he stays there 
	with his ass in the air, waiting for instructions.  Reicher 
	leans down putting his nose right to the corporal's nose.

				  REICHER
		Never put your hands on my desk...  
		is that clear?

	Still in the same position, the Corporal extends his arm for 
	a heil Hitler, which is virtually impossible in the position 
	he is in.

				  CORPORAL
			(meekly)
		Yes sir!

				  REICHER
		MOVE IT!!

	The Corporal rises and stands stiffer than ever...

				  REICHER
			(picking the folder 
			up)
		Now tell me, is this brief correct?  
		Is that prisoner, the drunk, the one 
		that impersonated the Fuehrer?

				  CORPORAL
		Yes sir!  It is!

	Reicher paces behind his desk... the Corporal still stiff at 
	attention... waits and watches in mortal fear.

				  REICHER
			(to himself)
		I get all the weirdos...  Alright, 
		Corporal, send him in!

	The corporal clicks his heels, thrilled that he can go.

				  CORPORAL
		Yes sir!!!!

	He exits, and returns with Helmut and one more guard.  Helmut 
	stands in the doorway, frightened and unsure, Reicher still 
	pacing behind his desk feels Helmut's presence...

				  REICHER
		Alright, come in, sit down!

	Helmut walks to the chair in front of Reicher's desk... The 
	spineless corporal moves towards the door... turns... and 
	takes his position on the opposite side of the door that the 
	guard is standing at...

	Reicher picks up the folder again, fingers through it.  As 
	he looks through the folder, he looks at Helmut and looks 
	and fingers pages and the silence and the anxiety is getting 
	to Helmut as he sweats and waits.

	Reicher is toying with him, and each time Reicher looks up 
	the sick, little-boy smile crosses Helmut's face, hoping to 
	endear himself to this Prussian pig!

	Reicher finally sits down beside his desk in a chair that 
	resembles a throne.  It is high and it looks down on Helmut.

	(Props:  This chair must be higher and taller than Helmut's 
	chair... for POV shots diminishing Helmut seated there.

	OVER REICHER ON HELMUT

				  REICHER
			(soft spoken)
		Are you Helmut Doork?

				  HELMUT
			(nervously)
		Doork, yes sir, Helmut Doork!  I am 
		he!  Yes sir, that is correct, Doork!

				  REICHER
		And are you a clown in the circus?

				  HELMUT
			(ego setting in and 
			forgetting for a 
			moment his trouble 
			and danger)
		Not JUST A CLOWN!  I am Helmut Doork, 
		Premier Clown!  I've clowned for the 
		royal heads of many of our finest 
		countries, why there were times when 
		I had to...

				  REICHER
			(breaking in)
		That was years ago... According to 
		these papers you are now just a helper 
		in the circus with little or no 
		importance!!

	This stuns Helmut, his facade destroyed... His face drops 
	along with his fear...

				  HELMUT
			(meekly)
		Some things are only temporary...  
		Lt. Reicher!  Only yesterday, I had 
		calls from one of the great circus 
		owners in all of Europe... he...

				  REICHER
			(breaking in, strong 
			and angry)
		You are NOTHING!!  You are a HAS 
		BEEN!!  You WERE A CLOWN...

				  REICHER
			(continuing)
		You are now a prisoner of the State 
		and that's not funny... Can you make 
		something funny out of that, Clown?

	Helmut sinks even lower in the over-stuffed chair, despair 
	in his eyes and a weight on his heart... the truth slashing 
	at his very being.

				  HELMUT
			(softly)
		No!  Lt. Reicher, I can't make 
		anything funny from that thought...

				  REICHER
		It is no thought... It is fact, Clown, 
		unquestionable fact!!  Now down to 
		the issues at hand...  Did you 
		willfully and with malice attack the 
		State and impersonate the Fuhrer?

				  HELMUT
			(softly)
		I was drunk!  It was a mistake!  I 
		meant no disrespect... Sir... 
		Honestly, I was drunk and not 
		responsible for my actions and 
		thoughts!  And my actions were 
		subconscious!

				  REICHER
			(screaming)
		Subconscious??  Meaning it was all 
		motivated by truth that came out 
		under the influence of alcohol!

				  HELMUT
			(still softly)
		I am a LOYAL German!

				  REICHER
		And what kind of commendation would 
		you expect for being a loyal German?

				  HELMUT
		I want nothing!  But I'm more loyal 
		than most Germans I know...

				  REICHER
		Like who?

	Helmut realizes this was the wrong thing to say... he 
	sweats...

				  HELMUT
		Ah, like... re...

				  REICHER
		Names!   Names!!!  Who?

				  HELMUT
		I don't know...

				  REICHER
		Sir!!!

				  HELMUT
		I don't know, sir...

				  REICHER
		But you said other Germans... What 
		OTHER Germans...  Who are they?  Why 
		aren't they loyal?  Who?

				  HELMUT
			(trying desperately 
			to cop out)
		I'm not responsible for what I say 
		now...

				  REICHER
		Why?  You're not drinking... you 
		said you weren't responsible last 
		night because you were drunk!  Are 
		you drunk now?

				  HELMUT
		No, sir!

				  REICHER
		Then why are you not responsible 
		now?

				  HELMUT
		I don't know!!

				  REICHER
		SIR!!!

				  HELMUT
		I don't know -- sir !!!

				  REICHER
		Why are you not responsible?  Why?  
		Why?  Why?  Why?

	On each attack of the word "why", Reicher creeps up closer 
	and closer to Helmut, really intimidating him... and the 
	sound of his voice echoes and becomes monotone and ominous...

	[THE NEXT TWO PAGES OF THE SCRIPT ARE MISSING AS THEY ARE IN 
	THE ORIGINAL]

	The corporal gets Reicher's point and marks his notebook, 
	flips the cover closed, snaps to attention as we:

							   DISSOLVE TO:

	INT RAILWAY STATION - DAY

	Ada walking as briskly as a woman can walk without running 
	and then her walk becomes a panic running, looking, sweating, 
	and the look on her face is evident that she is frightened 
	and close to shock... she gets to a train gate where she 
	sees the S.S. men pushing men through the gate to the train... 
	she knows she is where she has to be... she approaches one 
	of the S.S. men...

				  ADA
		Excuse me, sir, but I wonder if you 
		would help me... you see...

				  S.S. MAN
			(very briskly)
		No!  Go away!

				  ADA
		You don't understand...

				  S.S. MAN
		You don't understand...  I said go 
		away !!

	Ada backs away from the gate, and stands to one side watching 
	the prisoners being moved from the back of the huge truck 
	backed up to the railway area... she is looking through the 
	iron bars (we SHOOT the bars holding depth of field snugly 
	so that the prisoners and the bars are in sharp focus)... we 
	make QUICK CUTS between Ada and the prisoners exiting the 
	huge truck... as we see the change of expression on Ada's 
	face we know she sees what she's been looking for... Helmut... 
	he is walking in a slow rhythm following a group of men who 
	look equally as broken and sad as he looks... Ada yells 
	through the bars...

				  ADA
		HELMUT !

	Just as she yells, the voice of an S.S. Man drowns out her 
	scream as he yells...

				  S.S. MAN
		Move along... you swine... move...  
		we haven't got all day... move...  
		move... one-two-three-four --

	His voice rings loudly in echo in the vast station it's as 
	though he is timing his yells to each scream of hers... we 
	see her mouth moving with the SOUND of the S.S. Man's voice 
	coming from it... she is screaming Helmut... as the S.S. Man 
	screams...

				  S.S. MAN
		Move it... move it... move...  move... 
		hurry... faster... faster...

	Helmut and the other men push ahead faster and faster... 
	with INTERCUTS of Ada, tears streaming down her face... with 
	CUTS of Helmut walking with his head down, embarrassed and 
	shattered...

	MED. - ADA

	We MOVE the CAMERA SLOWLY towards her, peering through the 
	bars of the huge gate... and as we MOVE, we HEAR the doors 
	of the train slamming... the whistle... and the slow start 
	of the locomotive moving the train out of the station... by 
	the time we get to the (choker) of Ada... the train is almost 
	out of listening range... She drops her head, wipes her eyes 
	with her handkerchief, as we hear so.:

				  S.S. MAN
			(the same one at the 
			gate who told her to 
			go away)
		Now I would be glad to help you, 
		Fraulein... shall we start with a 
		drink?  There is a lovely little bar 
		around the corner...

	During the above dialogue we see another S.S. Man closing 
	and locking the gate to the train platform... She looks at 
	this "Pig", then down and up as though she were examining a 
	rare, never seen insect... and then right into his face... 
	and softly whispers:

				  ADA
		Go away !!

	She turns and slowly walks the long walk down the empty 
	station corridor as we

							   DISSOLVE TO:

	INT. THEIR APARTMENT - NIGHT

	Ada is sitting at the kitchen table, the table is empty, the 
	light is low and we see the picture of a lonely heartbroken 
	woman, she has a small bowl of soup in front of her and the 
	spoon in her hand is doing nothing more than swirling the 
	soup around in the bowl... she can't eat, which is evident 
	and as she swirls the spoon around, we MOVE IN SLOWLY and 
	into the bowl of soup (choker)... and HOLD on the spoon in 
	the bowl as we

						    STRAIGHT CUT TO:

	INT. CAMP MESS HALL - INSERT - BOWL OF SLOP - DAY

	We see wooden spoon doing exactly what Ada was doing, just 
	swirling the spoon around in what looks like dirty water 
	with a carrot in it, the bowl is chopped and cracked, the 
	spoon is old and almost white from use... the handle still 
	retains its wooden look... as we PULL BACK we see Helmut is 
	swirling the spoon in the slop... behind him is a Guard just 
	watching his actions... after a beat, the Guard taps Helmut 
	on the shoulder...

				  GUARD
		Tsk!  tsk!  tsk!  shame on you, 
		Doork... shame...  don't you want to 
		grow big and strong like me?

	Helmut knows he's in trouble and just waits indifferently 
	for the fireworks to start...

				  GUARD
		We must eat our food!  Do we want 
		Uncle to feed the little man?

	The guard pulls the man next to Helmut out of his seat and 
	practically throws him to the floor to make room for himself 
	to sit down next to Helmut which he does... he half turns 
	his body towards Helmut and turns Helmut around in the same 
	fashion so they are almost facing one another.  The Guard 
	takes the wooden spoon and fills it with the soup and proceeds 
	to feed Helmut... he stuffs the spoonful of soup into his 
	mouth... and Helmut takes and swallows... then the Guard 
	takes another spoonful and makes believe he is blowing it 
	(like a mother blows the hot soup not to burn the baby's 
	mouth)... and forces the spoonful into Helmut's mouth.

				  GUARD
			(continuing to feed 
			him as he puts the 
			spoon in his mouth)
		And now one for Aunt Ada...

	As the Guard uses the name Ada, Helmut bites down on the 
	spoon and won't let it go... but if looks could kill... he 
	stares at the Guard with hate...

				  GUARD
			(pulling the spoon)
		Let go, Doork, let go... it's the 
		soup that makes us big and strong... 
		not the spoon... LET IT GO!

	Helmut still holds it clenched in his teeth, and the Guard 
	smacks his face full force.  Helmut lets it go... and holds 
	his face, embarrassed and humiliated as any many would be...

				  GUARD
			(continuing)
		Now let's try it again...

	He fills the spoon and sticks it toward Helmut's mouth, but 
	Helmut clenches his teeth keeping his mouth shut.

				  GUARD
		I said let's try it again...

	He shoves the spoon into his lips, as the soup drips all 
	over the front of Helmut's shirt.  The Guard uses the spoon 
	to clean the front of his shirt and forces the liquid he 
	took from the shirt front into Helmut's mouth... Some of the 
	men at the table and surrounding tables feel for Helmut, 
	others think it's funny... they laugh quietly.

				  GUARD
		Oh, I know why you're unhappy... 
		soup without bread is terrible...

	The Guard takes the large loaf of brown bread and rips a 
	huge piece out of the center of the loaf and proceeds to 
	stuff Helmut's mouth with bread, until he looks like his 
	cheeks are eight times their normal size.

				  GUARD
		Isn't that better?  Now take some 
		soup...

	He pushes a spoonful of soup into his mouth which is so full, 
	nothing can get in... consequently the bread spills out, the 
	soup spills out... and he is a mess... (We play this scene 
	for plot value, but it will work comically as well.)

				  HELMUT
		I've had enough, thank you... No 
		more, please...

	The Guard just stares at him...

				  HELMUT
		Please!

				  GUARD
		I'm surprised at you, Doork, you've 
		been here two years now, you should 
		have learned we, of the Third Reich, 
		never acknowledge the weak, sniveling, 
		begging of you swine...  that's all 
		you're good for... begging... 
		pleading... praying...  you're a 
		disgrace to the human race.  That's 
		why we of the superior race must do 
		away with all of you...

	The guard turns to the other men at the table, and goes into 
	one of his mentally unbalanced tirades...

				  GUARD
		And we will!  We will!  Do away with 
		all of you.  You're worthless pigs... 
		with no courage, no guts, why if 
		anyone did to me what I just did to 
		Doork I would kill him!
			(turning to Helmut)
		Why don't you kill me, Doork?  Go 
		on...  kill me... kill me... take 
		the knife from the table and kill 
		me...

	Helmut looks at the knife on the table, picks it up, holds 
	it in stabbing style, thinks about it... and we know by his 
	look, he would love to...

				  HELMUT
			(with knife in hand)
		I would kill you... but I am getting 
		my release any day now... and I won't 
		do anything that would spoil my 
		chances...

	Helmut digs the knife into the table top and buries his head 
	in his hands... totally shook from the encounter...

				  GUARD
		Your release?

	He begins to laugh, but hysterically.

				  GUARD
		Release?  They told me you were 
		funny...  but I never realized just 
		how funny you are...  RELEASE ????

	And the hysterical laughter really echoes throughout the 
	mess hall as the Guard makes his way towards the exit.  The 
	men at the table slowly get up and exit the scene, as do the 
	others at the surrounding tables... leaving Helmut just 
	sitting there... we PULL BACK to reveal the empty mess hall, 
	and the lonely sad body of Helmut, as he looks around 
	realizing he's alone, gets up and slowly creeps out of the 
	hall like a puppy with his tail between his legs... as we

							   DISSOLVE TO:

	EXT. PRISON YARD - FULL SHOT - DAY

	There are two rows of prisoners quarters, wooden buildings, 
	weather beaten each row consists of about a dozen barracks 
	each... joined at the ends, farthest from the CAMERA by the 
	administration building, a two story type making a "U" shape 
	of the compound... The entire yard is surrounded by two high 
	wire fences about ten yards apart and fifteen feet high.   
	At intervals of about twenty-five yards, in the area between 
	the fences, are the guard towers, each about eighteen feet 
	above the ground equipped with searchlights, sirens, machine 
	guns, with three Guards on duty.  Along outer fence, also 
	about twenty-five yards apart, other powerful lighting 
	equipment mounted on high poles.

	It is morning and although the sun shines brightly it doesn't 
	in any way alter the drabness of the compound... nor does it 
	help change the look of the men...

	There are about three hundred men milling about, some still 
	chewing what was their breakfast, some pulling brown bread 
	from their shirt fronts and exchanging bread for cigarettes 
	or just making deals, one with another... some sit along the 
	barracks walls trying to get some sun... others walking in 
	circles... some talking, laughing, even playing cards... 
	doing whatever they can to kill time...

	PAN the entire camp.  At completion of the long PAN 
	introducing the prison camp, we pick up the sixtyish JOHANN 
	KELTNER (formally ANDERLICH), a warm, sensitive looking 
	greying man, thin but with a dignity and a serenity about 
	him... He walks briskly (and we know he'd love to walk slowly 
	and tiredly, but we can see he knows his attitude and conduct 
	will help those that can't help themselves...)

	His face tells us he is good, kind and the reason men want 
	to live, he is special and he smiles at all those he passes, 
	greets the men and is generally what man wishes he could be 
	under the same circumstances...

	He walks into the building, which we learn is the barracks...

	INT. BARRACKS - DAY

	The barracks are empty... Keltner enters the huge room and 
	looks around and sees Helmut at the other end of the barracks 
	just walking back and forth like a caged lion... angry, hurt, 
	sad, and generally out of sorts... he can't even hear Keltner 
	approaching him... he finally stops at the back wall of the 
	barracks and lays his head against the barracks wall...

				  HELMUT
			(not aware Keltner is 
			behind him)
		Dear God, please hear me!

				  KELTNER
		He hears you, my son...

	Helmut jumps, scared... throwing his back against the wall, 
	like a man who fears being attacked at any time...

				  KELTNER
			(sympathetically)
		Here, here, easy, you can't do this 
		to yourself...

				  HELMUT
		You frightened me, Johann, I'm 
		sorry...

				  KELTNER
			(softly)
		You have nothing to be sorry for...  
		Fear isn't something controlled by 
		man...  fear can not be conferred 
		with...  there isn't anyway known to 
		mankind where man can say to 
		himself...  "I will not be afraid"... 
		Oh, certainly man can try to fight 
		it... but faith and believing are 
		man's only chance...  You must have 
		faith... you must!

				  HELMUT
		I have faith... but not always...  
		sometimes it eludes me...  I can't 
		remember to remember it.

				  KELTNER
		But that's natural... you can't expect 
		to be perfect in what you try to 
		do...

				  HELMUT
		I don't know...

	He starts pacing again.

				  KELTNER
		I heard what happened at breakfast 
		this morning with ROTHMAN, the 
		guard...

	Helmut spins around, frightened again...

				  HELMUT
		Will they do something to me? What 
		have you heard?

				  KELTNER
			(putting his arm around 
			him)
		Nothing, absolutely nothing... don't 
		worry about it... I just wanted you 
		to know that I believe you handled 
		yourself admirably...

				  HELMUT
		That was one time I didn't care for 
		the laughs I was getting from some 
		of the men...

				  KELTNER
		Of course you didn't... but I'm sure 
		you know man laughs for two reasons... 
		one because something is funny... 
		two, because they fear showing fear... 
		they laughed because "there but for 
		the grace of God go I!"

				  HELMUT
		Do you really think so?

				  KELTNER
		I'm certain of it!

	Helmut smiles and takes Johann's hand, tenderly, and warmly:

				  HELMUT
		Thank you, Johann.  I always feel so 
		much better after you talk to me...

				  KELTNER
		I'm glad, Helmut, I'm very glad...  
		you know you can always talk to me, 
		about anything...

				  HELMUT
			(remembering)
		Oh!  I almost forgot...

	Helmut puts Johann around the back of the barrack area near 
	the wall out of sight of anyone coming in...

				  HELMUT
		Before breakfast this morning,  I 
		spoke to one of the guards, a very 
		intelligent one, and he seems quite 
		nice and friendly too.  Well, he 
		said that the Gestapo has set up a 
		special review board to handle cases 
		just like mine.  And he said he would 
		get me a form, a special form.  Just 
		been printed up.  And I'm to fill it 
		out.  Isn't that good?

	Keltner looking at him, like a child that believes in the 
	boogie man:

				  KELTNER
		How many times since you've been 
		here, have you filled out forms?  
		Twenty?  Thirty times??

				  HELMUT
			(in fast)
		But this is different.  It's entirely 
		new.

	Helmut takes out a set of papers from his back pocket to 
	show Keltner.

				  HELMUT
		See?  These are made up by the Gestapo 
		itself... and the form will go 
		directly to Berlin, to Gestapo 
		headquarters.  That's the important 
		thing about this... the Gestapo's in 
		on it.  That's a very good sign.
			(a beat)
		Isn't it a good sign?

				  KELTNER
			(sympathetically)
		Yes, my son, it is a good sign.

				  HELMUT
			(in fast, excited; 
			scanning the papers)
		And I have to be very careful of 
		everything I put down on the form.  
		The tiniest detail could make the 
		difference.  Don't you agree?

	Helmut looks up and notices Johann is looking up towards the 
	ceiling of the barracks... watching something... Helmut looks 
	up, too.

	THEIR POV - THE BIRDS

	Up and under the eaves of the barrack just above their heads, 
	two small birds are perched (apparently they flew in from 
	outside and decided to nest there).

	BACK TO HELMUT AND KELTNER - TWO SHOT

				  KELTNER
		Isn't it strange?  They are free to 
		go anywhere they want, and they come 
		here to nest.

	Helmut doesn't react to Keltner's dialogue, but goes back to 
	his creased and soiled papers that he's read a thousand times 
	before, and reads them again... as he reads... Keltner takes 
	a piece of brown bread from his shirt pocket and crumbles it 
	and throws the crumbs up to the little birds...

	HIS POV - THE BIRDS

	They scramble to chew the crumbs, and they do...

	DOWN SHOT - KELTNER

	watching.  Johann just watches, smiling at the birds, turns 
	and looks to see if Helmut is watching, too...

	HELMUT - CLOSE

	Intense at scanning through the papers and totally oblivious 
	to Keltner and the birds...

	KELTNER - CLOSE

				  KELTNER
			(softly)
		Watch the birds eat, Helmut... it's 
		so cute...

				  HELMUT
		I'm sure I've got everything here...  
		The important facts from the moment 
		I was arrested, the questions the 
		Gestapo officer asked me...  now 
		what was his name again?  I can't 
		seem to remember what his name was...

				  KELTNER
		HELMUT...

				  HELMUT
		What the devil was his name?

				  KELTNER  (LOUDER)
		HELMUT !

				  HELMUT
			(coming out of it)
		Oh, yes, Johann... I'm sorry... you 
		were saying?

				  KELTNER
		You're not a religious man, are you, 
		Helmut?

				  HELMUT
			(thinking about it)
		Well, I... ah...

				  KELTNER
		Not sure I am myself anymore.

	Helmut quite surprised by this remark.

				  KELTNER
		Yet... when I see those birds, I 
		wonder...  were they sent here to 
		let us know this place really isn't 
		God forsaken?

				  HELMUT
		He should have sent them elsewhere...  
		they could be eaten here!

	Helmut goes back to studying his papers, Keltner ponders 
	Helmut's remark, looks backup at the birds... his face full 
	of compassion, as we:

							   DISSOLVE TO:

	INT. BARRACKS - NIGHT (DUSK)

	We now see the Barracks completely (SHOOTING from flat on), 
	the wooden bunks are housed in a low wooden building with 
	eight two tier bunks on each side.  A group of men are 
	clustered around Keltner's bunk.  Here we meet:  ADOLF, a 
	large, once powerful man, in his mid thirties.  LUDWIG, once 
	a fairly prosperous businessman before his politics landed 
	him in prison, is older, and his bitterness is written all 
	over his face.  FRANZ, is the youngest.  He is a sensitive 
	looing twenty five year old, more than likely the "rebel" 
	type of the 1930s.

	Helmut is in his upper bunk over Keltner writing on an old 
	piece of paper with a scruffy pencil, which he bites to make 
	a point of, and wets with his tongue like any fat butcher 
	selling liverwurst and marking the price on a brown paper 
	bag... (i.e. Brooklyn, circa 1928).

	We TRUCK the CAMERA down the long barrack to include the 
	other men doing their things.  A couple of men are getting 
	ready for a card game... several others are comparing 
	clothing, mending and helping one another, a couple play 
	chess.  A few are sleeping, but for the most part, most of 
	the men lay in their bunks staring at the ceiling... The 
	floors are spotless... suffice to say they better be... the 
	walls have nothing hanging but a few socks drying... a torn 
	calendar, wrong year, etc.

	CLOSE - KELTNER GROUP

	Johann sits with his back to CAMERA... at the edge of his 
	bunk, leaving room on his bunk for Adolph, Ludwig, Franz.

	He is showing something to them that we cannot see.  Keltner's 
	body covers whatever it is that the three men are gawking 
	at, facing CAMERA... and they are indeed gawking with delight 
	and admiration.

				  LUDWIG
			(seriously)
		I think we should eat it!

				  KELTNER
		Not on your life...
			(catching himself)
		Er, that is... I wouldn't...

				  FRANZ
		Put it somewhere so it can brighten 
		up the place.

				  LUDWIG
			(sourly)
		It would take a hell of a lot more 
		than that to brighten up this place.

				  ADOLF
		It'll be better than looking at your 
		long face.

	Chuckling, Keltner rises.  We BOOM UP with him, and as his 
	head comes up over the top of the bottom bunk... he holds 
	out the object for Helmut to see... It is a potato, a sorry 
	looking spud... that Keltner has put in a small can of water 
	and is beginning to sprout two sick-looking shoots.

				  KELTNER
			(to Helmut)
		Do you see the way it's sprouting...  
		I told you it wasn't completely 
		rotten.

				  HELMUT
			(his mind on his thing)
		That's nice, Johann.  Do you remember 
		when I filled out those last forms?  
		The date might be important.

				  KELTNER
			(almost annoyed)
		About four weeks ago, I think.

	LOOSER SHOT

	As Keltner walks away from Helmut's bunk.

				  KELTNER
		I'll put it up here on the window 
		sill, it'll get the morning sun.

	He reaches the window and starts to reach up, to place the 
	potato on the sill... a hand shoots out holding the hand of 
	Keltner...

				  STOUT PRISONER
		Think you can trust your potato so 
		close to me, Reverend?

				  LUDWIG
		The potato he TRUSTS... it's you he 
		doesn't trust!

	All the men laugh, including the "stout prisoner" who laughs 
	the loudest... Keltner hands the stout prisoner the potato, 
	who in turn takes same and places it gently on the window 
	sill just adjacent to his bunk... after placing it on the 
	sill, he gestures ala the trapeze artist after making a super 
	truck, looking for applause... Keltner pats his leg in a 
	gesture of "thank you".  He starts back towards his bunk 
	when the front door of the barracks flings open and the Guard 
	enters.

				  GUARD
		ATTENTION !

	The men jump, but quickly, to their feet, and stand at 
	attention at the front of their bunks, ala inspection in the 
	army.  They are rigid and waiting to hear what's up.  The 
	Guard takes a few steps into the barracks... behind him we 
	see several prisoners carrying bunks waiting to enter the 
	barracks.

				  GUARD
		All the prisoners from the other 
		side of the camp are being moved 
		over to this side of the camp over 
		to this side of the camp.  Barracks 
		"H" will make room for three 
		additional bunks.

	He takes a few steps down the aisle...

				  GUARD
		I want all the bunks moved down toward 
		the far end.  Get them as close 
		together as possible. Now! GET MOVING!

	LONG SHOT

	The men scramble back to their own bunks and immediately 
	begin pulling, shoving, and grumbling comments about being 
	too overcrowded as it is...

				  THE MEN
			(ad lib)
		Gotta have more room... We need more 
		space...  Hey, watch where you're 
		going. This is stupid!

				  GUARD
			(yelling)
		YOU!  You down there at the end...  
		get those bunks right up against the 
		wall.

	CLOSE - HELMUT AND KELTNER

	As bunks are moved towards the far end of the barracks, 
	Keltner and Helmut prepare to move their bunks, the last 
	ones on their side.  Helmut and Adolf, who have already made 
	their move, come up to Keltner to help him with his bunk... 
	Helmut sees that Keltner has help so he decides to back off 
	and hide in his little corner with his pencil and scrap of 
	paper... totally involved with his own pain and his undying 
	fantasy about his ultimate release...

	WIDER SHOT - THE ENTIRE BARRACKS

	The guard looks down the barracks as the men just about finish 
	the moving job...

				  GUARD
		Hurry it up!  Come on, get moving!

	The guard turns towards the door and motions for the SIX 
	PRISONERS to enter the barracks... they enter by pairs, each 
	pair carrying a double-tier bunk.

	Their personal belongings are piled on the bunks and slung 
	over their shoulders in sacks (barracks bags)... the Guard 
	motions for the two bunks to be placed next to Helmut's and 
	one on the opposite side... next to the Stout Prisoner... 
	NOTE:  This arrangement leaves space for one additional bunk 
	right by the door.

	The guard motions for the Stout Prisoner and Herman to give 
	the new arrivals a hand with the placement of their bunks.

				  GUARD
		Get them close.
			(he looks around the 
			barracks)
		You're all going to be nice and cozy 
		in here.

				  STOUT PRISONER
			(in a loud voice)
		Yeah, like triplets before they are 
		born to a mother weighing 98 pounds...

				  HERMAN
		That's what I call cozy!

	The guard smiles, and all the men laugh...

	ANOTHER ANGLE

	The guard starts for the door, satisfied with the 
	arrangements... as he gets the door open, Helmut runs over 
	to catch him before he makes his exit...

				  HELMUT
			(anxiously)
		Excuse me, sir, the papers...  Did 
		they arrive yet?

				  GUARD
			(annoyed)
		They'll have to wait!

	He exits, closing the door behind him.  Helmut, with a look 
	of despair on his face, goes back to his bunk.

	MED. SHOT - HELMUT AND KELTNER

				  HELMUT
		You'd think, since he was coming 
		over here anyway, the least he could 
		do was bring the papers with him.

				  KELTNER
		This moving men around has undoubtedly 
		kept him very busy... don't worry, 
		he'll bring them.

				  HELMUT
		I'm sure if I asked him again he'd 
		really become annoyed with me.  Would 
		you remind him for me, please?

				  KELTNER
			(kindly)
		Of course I will.

	Helmut climbs up to his bunk and goes back to his precious 
	paper work.

	WIDER ANGLE

	As the new prisoners make up their bunks and arrange their 
	belongings, the regulars of Barracks H, among them Adolf, 
	Ludwig, Herman and Franz, begin moving towards them to meet 
	them.  Keltner turns to the new white-haired prisoner whose 
	bunk is directly next to his.

				  KELTNER
		I've seen you around the yard, but 
		the others...

				  WHITE-HAIRED MAN
		About thirty of them got here 
		yesterday from the prison outside of 
		Frankfurt.

				  1ST NEW PRISONER
			(who occupies the 
			bunk above the white-
			haired prisoner)
		For the last three months we've been 
		shuttled from one camp to another.

				  2ND NEW PRISONER
			(his bunk is the lower 
			bunk on the direct 
			opposite side)
		Now they're shuffling us from one 
		side to another.  I think they're 
		trying to lose us.

				  HERMAN
		Do you think they're bringing in war 
		prisoners?

				  LUDWIG
		I don't know why they're sending 
		them here...  we're overcrowded as 
		it is.

				  KELTNER
		No, no... it's got to be something 
		else...  Otherwise they would have 
		left the bunks.

				  ADOLF
		It could be possible that he is fixing 
		up the barracks for some of his lady 
		friends.

				  KELTNER
		That many women?

				  HERMAN
			(standing at attention)
		Reverend, we Germans are SUPERMEN!

	All the men break out in laughter at Herman's comment and 
	his actions... but the laughter is cut short as they HEAR 
	the door open again, and they all look in that direction.

	ANOTHER ANGLE

	SHOOTING OVER the men onto the door, entering is the same 
	guard that was just there... this time he enters with two 
	more prisoners carrying their bunks.  One of them is JOSEF 
	GALT, a burly bully like man, who knows all the tricks of 
	survival, and ERNST UHLMANN, a think little man with a face 
	like a weasel... they follow the Guard into the barracks 
	proper.

				  GUARD
		ATTENTION !

	The men quickly snap to attention.  The guard indicates for 
	Galt and Uhlmann to put the bunk in the space right by the 
	door.

				  GALT
		We might as well be outside.

				  UHLMANN
		If I get pneumonia, I'll hold the 
		government responsible!

				  GUARD
		With a little luck, you'll both get 
		pneumonia!

	The guard turns and moves towards the door, stops, and turns 
	to see all is well, and exits the door, closing it behind 
	him.

	Galt sits on the lower bunk as Uhlmann sprints up to the 
	upper bunk and looks towards the original men, who are just 
	standing around watching the two new "fish"... then men sense 
	trouble and slowly and quietly return to their own bunks... 
	some of the other men just stare at the two new prisoners...

				  UHLMANN
			(sitting on his bunk)
		It's sure quiet in here...

	WIDER ANGLE

	Uhlmann in his surveying the barracks spots the potato plant 
	on the window sill... next to the Stout Prisoner's bunk... 
	he jumps from his bunk and runs over towards the plant... he 
	takes it from the window sill and yells over to Galt...

				  UHLMANN
		Hey, Galt!  Come over and look at 
		this!

				  GALT
			(coming over to Uhlmann)
		What is it?

				  UHLMANN
		Ain't it cute?

				  GALT
		It's a God damn posie!

	He and Uhlmann burst into laughter...

				  UHLMANN
		Looks kinda sick, doesn't it?

				  GALT
			(examining it)
		It's one of them potato things...  
		and it sure as hell is sick!

				  UHLMANN
		Maybe we should put it out of its 
		misery.

				  GALT
		No, we don't want to do that...  we 
		might break someone's heart.

	He looks around at the other prisoners.

				  GALT
		Whose little plant is this?

	The stout prisoner gets up from his bunk and starts to move 
	forward and challenge Galt... but Keltner jumps from his 
	bunk and gets to Galt first.

				  KELTNER
			(with deep conviction)
		The plant is MINE!

				  GALT
		Is it now?  Tell me precious... do 
		you knit, too?

				  KELTNER
		If necessary, I can... and I do !

	This brings a ripple of laughter from the others... 
	particularly the new prisoners who are delighted at seeing 
	someone stand up to Galt for a change... Galt with a sneer 
	on his face steps out into the aisle to face Keltner square 
	on!

				  GALT
			(to Uhlmann)
		What do you think of that, Uhlmann... 
		he knits!

				  UHLMANN
		Now, if he could just cook...

	Galt and Uhlmann laugh, but they are the only ones that do...

				  GALT
			(coming out of the 
			laugh)
		Can you cook, sweetheart?

	Keltner knows damn well he can't fight the brute, yet he 
	realizes that if he steps down, life not only for him, but 
	for the others in the barracks will be intolerable under 
	Galt's bully rule.  (During the following dialogue, Adolf, 
	Franz, Ludwig, Herman and the Stout Prisoner... easy up a 
	little closer to Keltner and Galt.)

				  KELTNER
		If necessary, I can cook, yes!  Now, 
		if you don't mind, I'll take that 
		plant!

	He holds out his hand... Galt, wearing a deceptive smile, 
	eyes the older man...

				  GALT
		Alright, old man, you really want 
		it?

	He raises his arm over his head with the plant in that hand.

				  GALT
		Go get it!!

	CLOSE - KELTNER

	He looks past Galt at Helmut who is sitting up on his bunk...

	CLOSER - KELTNER

	He looks at Helmut.  His eyes try to encourage Helmut to do 
	something, say something, do anything to show that he is on 
	Keltner's side.

	CLOSE - HELMUT

	He sits up on his bunk, and wants nothing to do with the 
	bully and his pranks... so he goes back to studying his papers 
	and looks up again to catch Keltner's look of disappointment, 
	and as Keltner turns away from Helmut... Helmut realizes he 
	should do something to show Keltner he, indeed, cares... he 
	jumps down from his bunk and grabs Galt by the arm and turns 
	him around... they are now face to face...

				  HELMUT
		Why don't you pick on someone your 
		own size...

				  GALT
			(shocked, but pleased 
			that he finally got 
			a rise out of someone)
		What?

				  HELMUT
			(firmly)
		You heard me!  Give him his plant 
		back, and leave him alone...  He 
		didn't bother you ... and if you 
		have to show your muscle, there's 
		plenty of other guys to pick on!

				  GALT
		You're my size!

	... and with this, Galt smacks Helmut a shot across the mouth 
	that sends him spilling into the corner, half knocked 
	unconcious... he lays there with blood flowing from his 
	mouth...

	Keltner leaves Galt and runs to the corner to see if Helmut 
	is okay.  Galt follows him... Keltner is leaning down checking 
	Helmut... as Galt bends down next to the two of them... still 
	holding the plant.

				  GALT
		He's alright... that'll teach him to 
		keep his nose out of my business... 
		here's your plant!

	Galt makes like he's handing the plant to Keltner, who reaches 
	for it, and as he does Galt slowly stands up making Keltner 
	reach and reach and reach... and as Keltner gets closer and 
	closer, Galt stands to his fullest height... making it 
	literally impossible for Keltner to get it... Franz, Ludwig, 
	Adolf, Herman and the Stout Prisoner (more than likely 
	provoked by Helmut's stand, now circle Galt)...

				  GALT
			(still holding the 
			plant up high)
		Go on, little man, reach for it!

	Keltner, torn between seeing that Helmut is alright, and 
	getting his plant back, tries to get it, and still looks to 
	see that Helmut isn't hurt too bad...

				  HERMAN
			(in a low menacing 
			voice)
		Give it to him!

	Galt looks at him with a menacing stare...

				  ADOLF
		You heard him... give it to him!

				  FRANZ
		You've had your fun... give it to 
		him... NOW!

				  STOUT PRISONER
			(closing in on Galt)
		RIGHT NOW!!

	Galt realizes this is no time for a showdown... and with a 
	childlike smile... grits his teeth...

				  GALT
		Sure, here's your stupid flower or 
		whatever you call it...

	Keltner takes it from him.

				  KELTNER
		Thank you...

	Keltner leans down and picks Helmut up and walks him to his 
	bunk, helps him onto it, and puts the plant on his own bunk...

	ANOTHER ANGLE

	The four men:  Ludwig, Adolf, Franz and Herman stay with 
	Galt, as does the Stout Prisoner... They are clustered around 
	Galt.

				  GALT
		What's the matter with you guys?  
		Can't you take a joke?

				  ADOLF
		What joke?

				  GALT
		Hell, all I was doing was trying to 
		have a little fun.

				  LUDWIG
		Have it with someone else!

				  GALT
		What's so special about him?

				  ADOLF
		That's the Reverend.  Even when they 
		came and dragged him from his 
		church...  he kept right on preaching 
		against them until they knocked him 
		unconscious.

	Galt is silent for a beat.

				  GALT
		Well, how the hell was I supposed to 
		know?

				  HERMAN
		NOW you know!

	Galt shoves his way through the five men and walks beaten, 
	for the moment, to his own bunk... as the men disperse and 
	walk back to their respective bunks...

	CLOSE - GALT AND UHLMANN

	Galt walks over and sits at the edge of his bunk, while 
	Uhlmann swings his legs back and forth from his perched 
	position on the top of his bunk... Galt gives him a stare...

				  GALT
		You and your posies...

				  UHLMANN
		That was close...

				  GALT
		Where were you when I need you?

				  UHLMANN
		I make love, not war!
			(goes giggly over 
			what he just said)
		Hey, that's pretty good... I made 
		that up... Make love, not war!  I 
		bet that would make a good slogan 
		someday...

				  GALT
		Aw, shut up!

	And he smacks his legs up and onto the bunk.

	TWO SHOT - KELTNER AND HELMUT

	Keltner with a wet towel in his hand cleaning the blood-
	dripping mouth of Helmut...

				  KELTNER
		That was really very nice of you, 
		Helmut...

				  HELMUT
		Yeah, nice and STUPID!

	Helmut grabs the towel and throws it to the floor and turns 
	on his side away from Keltner.  Keltner bends down, gets the 
	towel, sits on the edge of his bunk... looks up, wonders and 
	ponders Helmut as we

							   DISSOLVE TO:

	EXT. BARRACKS H - NIGHT

	The door to Barracks H slowly opens and Helmut peeks through 
	the opening to see that all is clear... he slips out and 
	walks along the dark, dreary alleyway towards the Guard's 
	shack... he moves like a prisoner trying to miss the 
	spotlights in a jail break...

	ANOTHER ANGLE

	Helmut gets to the Guards hut... he looks into the window, 
	and sees the Guard he wants... sitting at his desk eating 
	off a tray that has a meal fit for a king on it... including 
	the "doilies"... wine, and a steak that would satisfy six 
	men in Barracks H... Helmut looks around to be sure no one 
	notices him and slowly slips up to the front door of the 
	shack and knocks on the door...

	INT. GUARD'S SHACK - NIGHT

				  GUARD
			(annoyed at being 
			bothered)
		Come in!

	The meek and frightened Helmut enters the shack and walks 
	over to the Guard's desk, and his eyes go immediately to the 
	tray of food.  While the Guard just stares at him... somewhat 
	shocked at his presence in the shack.

				  GUARD
			(breaking the silence)
		What the hell are you doing here?  
		Who gave you permission to leave 
		your quarters?

	Helmut tries to talk as the guard gets louder and louder.

				  GUARD
		Are you some kind of privileged 
		character?

	Helmut nods no...

				  GUARD
		Then what are you doing out of the 
		barracks?

	The frustration of not being able to answer, and the 
	frustrations of being hungry... and the child-like treatment 
	Helmut is getting from this Pig becomes emotionally too 
	much... as he screams...

				  HELMUT
			(turning red)
		If you'll shut your stupid mouth 
		maybe I can answer one of your 
		questions!

	The Guard looks at Helmut in disbelief... but at the same 
	time a little delighted at this chance to show his German 
	superiority... as he slowly gets up from behind the desk and 
	crosses to Helmut, with a sneer that would frighten Rommel...

				  GUARD
			(nose to nose with 
			Helmut)
		I have a STUPID MOUTH?

	Helmut backs away towards the door, and the Guard moves closer 
	and closer to him... backing him up against the door.

				  HELMUT
			(meekly)
		I'm sorry, I didn't mean to raise my 
		voice...

	He bows his head in fear, as well as concern for what he 
	might have done to his chances of release.

				  GUARD
		The volume of your voice isn't the 
		issue...  it's what comes out of 
		your mouth that disturbs me...  maybe 
		you need a little lesson in respect 
		and courtesy...

	And he smacks Helmut across the face with his black glove...

				  GUARD
		... and maybe I've been a little too 
		soft with you...

	He smacks him again, harder... the glove now feels like a 
	sword to Helmut... and his hands hang limp down by his sides.

				  GUARD
		You see, Doork, I knew why you came 
		in here...  I knew why you left your 
		barracks without permission... It's 
		just that I hadn't heard you mention 
		your release papers for so long I 
		had hoped I could hear you begging 
		once more...

				  HELMUT
			(in a whisper)
		I'm sorry...

				  GUARD
			(mimicking him)
		I'm sorry, I'm sorry... You're a 
		sorry specimen of a human being... 
		that's what you are...

	And he smacks him this time with all the force he can 
	muster...

				  GUARD
		Now, I will help you to your quarters, 
		Herr Doork, here you will stay, and 
		pray for release papers that may, or 
		may not, ever come...

	This wakes Helmut's soul and he becomes erect and stonefaced 
	at the words the guards just said... this look infuriates 
	the guard even more... he grabs Helmut by the scruff of the 
	neck... like grabbing a wet cat to be thrown out of the 
	house... and he opens the door and pulls Helmut by the back 
	of the office... out the door, down the three steps and onto 
	the ground... and pulls him like a sack of potatoes to the 
	barracks doorway...

	EXT. BARRACKS H - DOORWAY - NIGHT

	Helmut is just about beaten at this point as the guard opens 
	the door of the barracks and pulls Helmut into the doorway, 
	and his body stops on the threshold.

	INT. BARRACKS H - NIGHT

	SHOOTING OVER the men onto the doorway... in the deep b.g. 
	the sad body and figure of the man lays in the doorway, as 
	the Guard kicks him in the ribs, unmercifully...

				  GUARD
		Now, get inside where you belong and 
		don't ever let me catch you doing 
		anything without permission again.

	Helmut slowly gets up... in pain and practically crawls to 
	his bunk... having to pass all the men, almost as though he 
	were ashamed .. he gets to his bunk, and tries vainly to get 
	up to the top where he lives... Keltner helps him... and as 
	he settles in his place...

	CLOSE - THE GUARD

				  GUARD
			(yelling across the 
			barracks)
		Reverend!  If you don't watch that 
		idiot, we may have to get him a 
		keeper!

	The guard storms out the door... slamming it shut.

	CLOSE - KELTNER AND HELMUT

	Keltner leaning over the side of Helmut's bunk whispering... 
	as the other men go back to their respective chores and 
	whatever they were doing when the guard stormed in...

				  KELTNER
		Helmut, Helmut, how could you think 
		of doing such a thing? I begged you 
		not to irritate him...  and that I 
		would ask him about your papers...  
		that wasn't smart, Helmut... not 
		smart at all...  as a matter of 
		fact...

				  HELMUT
			(gritting his teeth)
		Leave me alone!  ... and mind your 
		own business... Just leave me be...

	Keltner knows this is nothing more than Helmut's dismay and 
	pain in his heart talking... The kindly man drops down to 
	his own bunk... just shaking his head... as if to say, how 
	can I help him?  as we:

							   DISSOLVE TO:

	EXT. BARRACKS H - DAY

	The same Guard is motioning for the men to hurry and get 
	outside... he is standing at the doorway to the barracks and 
	the men are moving out into the ice cold morning as briskly 
	as they can... the Guard moves inside after the last man has 
	made his exit...

	INT. BARRACKS - DAY

	SHOOTING OVER the Guard as he looks around, we see Keltner 
	coming out of the toilet area, rushing because he's late... 
	he throws his towel on his bunk, and as he does... he sees 
	what stops him in his tracks...

	KELTNER'S POV

	It is Helmut still sound asleep in his bunk...

	ANOTHER ANGLE

	Keltner moves towards Helmut to wake him...

				  GUARD
			(in a sotto voice)
		Reverend, let him sleep... you move 
		out, I'll take care of this...

	Keltner reluctantly starts to move out towards the front 
	door, as the Guard passes him on his way to Helmut's bunk... 
	Keltner goes out the door... the Guard sneaks over towards 
	the bunk where Helmut is asleep and very sneakily slips the 
	cover off Helmut's body... then proceeds to open the window 
	above his head and the window alongside... and across the 
	way and opens the back door... which is adjacent to the toilet 
	area... and walks out of the barracks leaving the front door 
	wide open...

	EXT. BARRACKS H - DAY

	All the men are lined up for inspection, they are all looking 
	straight ahead as the Guard walks down the line.

	All except Keltner who can't help but look in the direction 
	of the barracks where he knows Helmut is still sleeping.  He 
	throws a glance at the guard as if to say... why?  Why are 
	you doing this?  Why did he leave Helmut sleeping, usually 
	the one thing that would send the guard up a wall... why is 
	he allowing this to happen?

				  GUARD
			(as he finishes his 
			walk)
		You are a sick looking group of 
		things...  I can't even call you 
		human...  because you're not... you're 
		all lice...  DISMISSED!

	The men break up and go about their business, they move in 
	all directions, but Keltner starts for the doorway to the 
	barracks and is detoured by the guard who knew he would, as 
	he stands in the way of Keltner who has to turn away and go 
	about his business... the Guard peeks into the barracks.

	INT. BARRACKS - GUARD'S POV - DAY

	Helmut still sleeping...

	EXT. BARRACKS - CLOSE - GUARD - DAY

	He is delighted... he grabs the door and slams it shut with 
	a bang that would wake the dead... then opens it again and 
	walks off...

	INT. BARRACKS - CLOSE - HELMUT - DAY

	He jumps from out of his hard sleep... foggy and unsure about 
	where he is, what time it is and he looks around and sees 
	the barracks are empty... and he panics... but he is also 
	shivering... the barracks feel like the inside of a meat 
	truck refrigerated somewhat below zero...

	Helmut grabs his pants from the front of his bunk, pulls the 
	cover over him and tries to get the pants on under the 
	cover... It is cold!  (Photographically, we can show "cold"... 
	Props:  vapor/smoke.)

	He gets his pants on and jumps down onto the cold floor and 
	dances from the ice-like floor, he bends down looking for 
	his socks and shoes... he wears just a tee-shirt...

	Having trouble finding both shoes, he grabs the blanket again 
	and covers himself with it, while searching for the other 
	shoe...

	He finds the other shoe and proceeds to put them on... takes 
	a beat and sees he has no socks on... reaches under the bank 
	and pulls out the pair of socks... which stand straight up 
	(from the cold ... he holds them in the air, and drops one 
	at a time and they sound like "pans" hitting the floor... he 
	takes one and blows warm air from his mouth into the socks, 
	one at a time, which warms them... (Props:  the socks need 
	discussion!)

	He then proceeds to put his shoes on and puts one on, and 
	then the other... now wearing both shoes he starts to tie 
	the laces... he pulls them straight away to tie and they 
	stand straight up!  (Props:  this is done with leather laces, 
	pure leather... it works without any unnecessary rigging!)

	INSERT - THE STANDING STRAIGHT LACES

	BACK TO SCENE

	He finally gets them tied and starts, still sleepily, into 
	the toilet area... (We can go for a great sound joke here.)  
	He steps into the latrine, closes the door and we HEAR the 
	SOUND of crushed ice being poured into the bowl... he flushes 
	and we HEAR what might sound like an ice crusher... he steps 
	out of the latrine and walks over to the basin and turns the 
	water on.

	INSERT

	The water spigots... they both read "COLD".

	BACK TO SCENE

	And as he takes some water on his hands to his face... it is 
	"cold" and his face just freezes from the pain of the cold... 
	he looks around and sees the little metal ashtray, that looks 
	like a small bowl or a tin from a used shaving cream lather 
	soap... he fills it with water.. and to show his ingenuity, 
	he takes a lighter from his pocket, places the tin on the 
	edge of the sink and lights the fire under the tin (which 
	couldn't possibly hold more than a handful of water) and 
	proceeds to heat same...

	Once he is satisfied that it is at least warmer than the 
	spigot supplied, he grabs for the tin which is so hot from 
	the burning, he screams in another type pain... the pain of 
	"HOT" hurting... he decides to flick his fingers in the tin 
	bowl and splash some of the water on his face (which is by 
	now, just drips of water)... brushes his teeth with his finger 
	and soap... straightens his hair and exits the toilet to his 
	bunk to get his shirt... another "ICE COLD" item... he feels 
	how cold it is, and doesn't have the courage for another 
	climate blast... he rolls up his shirt and places it under 
	his armpit to warm it... as it hits under his arm... the 
	cold just about wipes him out... he decides to sit on it... 
	and he does.

	CLOSE - THE GUARD - AT THE DOOR

	He's been peeking all the while... He figures he's had his 
	laugh, and it's the first time we see he can laugh... he 
	steps into the barracks area, and yells:

				  GUARD
		Doork!  Move it out, and on the 
		double!!

	Helmut jumps with fright, unravels his shirt, runs towards 
	the open door putting on his shirt as we

							   DISSOLVE TO:

	INT. BARRACKS H - NIGHT

	Most of the men are clustered around their bunks, and in the 
	dull light we see some of them in the aisles, talking, playing 
	cards... while most of the others are whistling, clapping, 
	and laughing as Uhlmann does his silly little clog dance... 
	it is apparent the ugly episode between Galt and Uhlmann has 
	been forgotten for the moment.

	The lights are hung from cords down off the ceiling and for 
	a complex this size it could use ten... there are but two.

	Uhlmann is having the time of his ignorant life... the more 
	the men applaud, the more he "clog dances".

	MED. CLOSE SHOT - LUDWIG AND ADOLF

	They are both seated on their top bunk, Adolf enjoying the 
	poor dance Uhlmann is giving as Ludwig looks down the aisle 
	towards Helmut's bunk.

				  LUDWIG
			(nudging Adolf)
		It looks like Helmut found some new 
		ears to listen to his Super Star 
		fantasies...

	Adolf takes a look, shrugs his shoulder, as if to say I 
	couldn't care less... and goes on watching the action of 
	Uhlmann and the other men...

				  LUDWIG
			(to himself, but for 
			Adolf to hear as 
			well; a la 
			Shakespeare, mimicking 
			Helmut)
		Ringling Brothers would have done 
		anything for me to appear with them 
		but I had to do what was best for 
		me!

	CLOSE - HELMUT AND THE FOUR NEW PRISONERS

	The four new men are surrounding Helmut on the top of his 
	bunk listening to his bragging.

				  HELMUT
		So I told Mr. Ringling if he wanted 
		"Helmut" he'd have to bring his circus 
		to Germany... I am a German, I told 
		him, and my responsibility is to my 
		own people who are my biggest fans.

				  1ST PRISONER (NEW ONE)
		Did you really say that?

				  HELMUT
			(proudly)
		Of course I did... they offered me 
		anything...  anything I wanted to go 
		with them.

				  2ND NEW PRISONER
		Hey! I saw the circus in Berlin about 
		four years ago...  Didn't  you make 
		your entrance in a long tail coat 
		with a pair of tails on the jacket 
		about fifty feet long?  Sure!  And a 
		funny Little clown at the very end 
		carrying the tails like a woman's 
		train?

	Helmut studies the prisoners glare and decides he couldn't 
	even remember the clown he saw was Gustav the Great, why 
	not?  No one would ever know... and he nods with a kind of 
	studied humility... yes.

				  2ND NEW PRISONER
		You were great!

	Helmut eats it up.

				  2ND NEW PRISONER
		You should have seen him... You'd 
		never know it was him... with the 
		long tails  and white tie... red 
		nose...  long hair...  and a battered 
		top hat... with the hair hanging way 
		down to his shoulders...  and, ah, 
		let me see... oh, yeah... your mouth 
		went from ear to ear.

				  HELMUT
			(softly)
		Right!

				  3RD NEW PRISONER
		How do "clowns" ever come up with 
		such ideas for faces and make-up?

				  HELMUT
		It doesn't happen overnight... it 
		takes years and years... You try 
		many faces, then finally you hit the 
		one that's just right for you.

				  4TH NEW PRISONER
		My kids will never believe this, I 
		can't wait to... tell...

	His voice trails off as he realizes the hopelessness of what 
	he was about to say.  This puts a damper on the discussion 
	and the men start to break up and get down off the bunk.  
	Helmut, seeing his captive audience leaving... panics.

				  HELMUT
			(emotionally)
		Wait, let me tell you some other 
		things...  I mean things that are 
		really exciting and...  please!  
		Please... let me just have a few 
		more...

				  1ST NEW PRISONER
			(ignoring Helmut 
			completely)
		What's going on with those guys?

	He's looking off down the aisle where Uhlmann has his 
	audience... The four prisoners move out into the aisle to 
	get a better look, leaving Helmut perched on his bunk with a 
	pleading and broken look of despair...

				  HELMUT
			(a last attempt)
		Did you know "clowns" literally 
		bequeath their faces to their sons, 
		or sometimes to...

	He realizes it's futile as the four new prisoners move towards 
	Uhlmann and the others down the aisle...

				  3RD PRISONER
		Come on, let's see what's such fun...

	He moves and the others move along with him.  Helmut thinks 
	about joining them, and starts to move off his bunk but his 
	body won't respond... he just hangs there limply... his head 
	lowered, a sad man.

	ANOTHER ANGLE

	SHOOTING OVER the men placing Helmut in the very deep  b.g. 
	as we see the four new prisoners walk over to watch the 
	action...

	MED. CLOSE - UHLMANN, GALT, KELTNER, AND OTHERS

	Uhlmann is just finishing his dance with a spin, when he 
	finally gets dizzy and topples over on one of the bunks.  
	All the men applaud wildly.  Uhlmann laying half down and 
	half up on the lower bunk he landed on, breathing heavily... 
	yells over to Galt...

				  UHLMANN
		Hey, Galt, it's your turn, how about 
		doin' one of your belly dances for 
		us?

	All the men agree and start yelling for Galt to do it... 
	Galt moves out into the center of the aisle in the clearing 
	made by the men, and holds up his hands for silence... they 
	quiet down and Galt looks around until he spots Keltner.

				  GALT
		Reverend?

	The men become very still, they look from Galt to Keltner 
	and back to Galt, their eyes reflecting suspicion of him, 
	wondering what he's up to now.  Galt is fully aware of this.

				  GALT
		Well, Reverend, what do you think?  
		Would a little belly-dancing be too 
		much for the boys?

	Keltner studies Galt for a beat, then accepts his offer of a 
	truce.

				  KELTNER
			(moving over towards 
			Galt)
		A little fun is what we need... so...  
		if you'll all hold the noise down, 
		I'll join in.

	A hushed cheer goes up from the men as Keltner stands besides 
	Galt.  Galt holds his hands over his head and nods for Keltner 
	to do the same thing.  The Reverend does, and now Galt begins 
	undulating his hips.  Keltner studies the move for a beat 
	and then does the same thing but with comical awkwardness.  
	Franz starts playing a slow sensuous rhythm on his harmonica.  
	The men clap and whistle softly.

	CLOSE SHOT - HELMUT

	He is sitting upright on top of his bunk, watching what Galt 
	has Keltner doing, a look of disgust passes his face as he 
	turns away from what he'd been watching and gets busy with 
	his papers and figuring again.

	MED. SHOT - GALT, KELTNER

	They are just finishing their dance.  The men applaud wildly 
	but softly... Keltner, puffing, moves over to the side and 
	sits on one of the bunks to catch his breath.  Galt takes a 
	few bows, and the men react with applause and whistling that's 
	beginning to take on "noise" proportions... Keltner motions 
	for the men to hold it down... and they do.

				  4TH NEW PRISONER
		Say, why don't we get the clown to 
		do something?

				  GALT
		A clown?  Who's a clown??

				  HERMAN
		You've heard of "Helmut Doork".  
		That's him down there!

				  LUDWIG
		Don't waste your time.  You'll never 
		get the Great Doork to do anything.

	WIDER SHOT

	as he starts walking towards Helmut's bunk...

				  1ST NEW PRISONER
		Oh, I'm sure he will!

	The others follow right behind.  There is a look on Keltner's 
	face like he would like to stop them, but between his puffing 
	and his certainty that Helmut will be alright, he stays where 
	he is.

	CLOSE - ADOLF

	as he walks with the others.

				  ADOLF
		You're wasting your time.  He doesn't 
		perform for the likes of us... he'll 
		turn you down.

				  LUDWIG
		He's right, we've been asking him 
		for three years...  I have a feeling 
		he only does his little routines for 
		the crowned heads of Europe.

				  ADOLF
		And, of course, the BIG heads of 
		Berlin.

	There is general laughter... as the group arrives at Helmut's 
	bunk.

	CLOSE - HELMUT

	He sees something's going to happen, he puts his papers away 
	and sits upright... waiting... his eyes catch Galt's eyes 
	peering at him.

	Galt tells it all with his eyes... This one isn't "sacred" 
	to the men... he might just be the pigeon Galt's been hoping 
	for... the one every bully looks for, for his own brand of 
	fun.

				  1ST PRISONER
		How about it, Doork?

				  HELMUT
			(swinging his legs 
			around ready to jump 
			down)
		I'd like to, but I can't... really... 
		I can't.

				  GALT
			(strongly)
		Can't?  Did I hear you say you can't?

				  HELMUT
			(it stops him in his 
			tracks; he stays up 
			on the bunk)
		I'd like to do something... but...
			(pointing to the 2nd 
			New Prisoner)
		He can tell you... He's seen me 
		work...  I need props... make-up...  
		I work with a lot of different 
		things...

				  2ND NEW PRISONER
		That's right... I did... and he does!

				  HELMUT
			(in fast)
		Sure, tell them... I can't just do 
		anything...  I need lights, props, 
		my costume.

	Galt doesn't like no for an answer...

				  GALT
			(gritting his teeth)
		Now, me and these... gentlemen...  
		we don't expect you to do your "act", 
		just a little something that'll give 
		us a laugh, that's all.

	Keltner moves in from o.s. and stands at the back of the 
	group watching and listening.

				  LUDWIG
			(to all the men)
		Aw, forget it... and that's probably 
		his problem...  he's forgotten how!

				  GALT
			(trying to suck him 
			in)
		Wait a minute, you guys... show people 
		have to be in a mood...
			(to Franz)
		Play a little music, like in a 
		circus...

	Franz starts playing his harmonica... slowly...

				  GALT
		There!  Ain't that nice?  Don't it 
		put you in a mood?

				  HELMUT
			(getting fed up)
		I TOLD YOU!  I need things to do my 
		act.

				  2ND NEW PRISONER
		Hey, Doork, what about that drunk 
		routine... that was funny...

	Helmut looks at him puzzled... he can't think or remember 
	anything at this point... certainly not anything relating to 
	any of the previous lies he's told...

				  GALT
			(pacifying his head 
			off)
		Yeah, that drunk thing...  that does 
		sound funny...

				  HELMUT
		I still need many things... props 
		and...

				  2ND NEW PRISONER
			(puzzled)
		I don't remember you using anything 
		in that drunk routine.

				  GALT
			(starting to fume)
		Hey... are you trying to fool us?

	With this Keltner moves in and up to Galt.

				  KELTNER
		Leave him alone!

				  GALT
		Stay out of this, Reverend. We're 
		not doing anything... We just want 
		him to join in the fun.

				  UHLMANN
			(to the men)
		Right!  If a Reverend can give us a 
		laugh, why not a clown?

	All the men ad lib their agreement with what Uhlmann just 
	said; it appears that they are all on Galt's side, and Keltner 
	knows it.

				  KELTNER
			(to Helmut, softly)
		It doesn't have to be anything 
		special... a little dance, maybe?

				  HELMUT
			(taking it all out on 
			Keltner)
		Like that disgusting exhibition you 
		did?  Oh, no... not me!

				  4TH NEW PRISONER
		Go on, Doork, so I can tell my kids.

				  HELMUT
		Can't you get it through your heads, 
		I need...

				  GALT
			(firmly)
		WE need you to give us a laugh.

	Galt grabs Helmut's jacket and pulls him off the bunk, nose 
	to nose to him...

				  GALT
		So... TRY!

	Galt has Helmut by the neck portion of the jacket, practically 
	choking him to death... his vice-like hands are closing in 
	on his throat and Helmut's trying vainly just to breathe...

	One of the prisoners starts pounding his feet and making a 
	march-like noise yelling from the other end... "So try!"... 
	"So try!"... "So try!"... "So try!"... the other prisoners 
	in the barracks pick up the chant and the stomping... Keltner 
	doesn't even hear the racket they've started because of his 
	concern for Helmut being choked to death... He tries to loosen 
	Galt's hands from Helmut's throat.

				  KELTNER
		That's enough, leave him alone!

				  GALT
		Stay out of it, Reverend!

	Galt spins Helmut around so that his back is facing the aisle 
	and he walks him into the center area... the other men feeling 
	this violence happening, and watching.  Helmut being choked, 
	triggers all of their venom and their hate and they really 
	come on strong... stomping, yelling...

				  THE MEN
			(ad lib)
		Choke him harder...  see if that's 
		funny!  Make him dance! Hey, Doork!...  
		be funny now! He don't look so funny 
		to me!  He sure as hell looks funny 
		to me!  Hey, Galt, pull his string 
		and make the dummy funny!

	And they stomp and they stomp and they stomp... "So try!"... 
	"So try!"... They get louder and louder... Helmut is kicking 
	his legs, which are off the ground, and Galt won't let go.

	CLOSE - HELMUT

	His face is turning color... he hasn't a lot of air left in 
	his lungs... and Keltner is practically hanging onto Galt 
	trying to get his hands loose... and Galt could carry another 
	three men without batting an eye.  Galt puts him down slowly, 
	in the middle of the aisle, so that just his feet touch the 
	ground, but he keeps his hands around his throat.

				  GALT
		Your public is calling, clown... 
		now, clown!

	WIDER SHOT

	SHOOTING OVER Galt, Keltner and Helmut, we see the door of 
	the barracks slam open and bang against the wall making more 
	noise than anything all the men made together, and they all 
	freeze...

	MED. CLOSE - THE GUARD

	He stands in the doorway, legs spread apart, hands on his 
	waist... and he is wearing a raincoat, the barracks has become 
	totally silent... all that is heard is the rain pecking away 
	on the roof.  Galt has let go of Helmut who just lays on the 
	floor with Galt and Keltner on both sides of him...

				  GUARD
			(walking slowly into 
			the barracks)
		What is going on here?
			(to Helmut)
		On your feet!

	Helmut gets up, dizzily, just about getting oxygen back into 
	his system...

				  GALT
			(like a little boy)
		He was showing us some of his funny 
		clown falls...

	The Guard surveys the faces of the others as they stare back.

				  GUARD
		Because of all the noise coming from 
		in here -- I have been called up 
		front to explain...  I don't like to 
		be called up front...  I don't like 
		to have to explain...
			(menacingly)
		And, you might not like it, either.
			(a beat)
		Back to your bunks, all of you...  
		Turn out the lights, and keep it 
		QUIET !

	As the guard turns to the door to go, Helmut takes a step 
	forward about to stop the guard, Keltner grabs his arm and 
	turns him the other way... the Guard exits closing the door, 
	quietly behind him... The men start to disperse... Galt gives 
	Helmut a "I'll get you for this" look and returns to his own 
	bunk with Uhlmann almost up his ass following... Keltner 
	leads Helmut back to their bunk.

				  HELMUT
			(whispering)
		I was just going to ask him about 
		the forms... my release...

				  KELTNER
			(shaking his head)
		That was not the time, believe me!

	Keltner sits Helmut down next to him on his lower bunk, as 
	Helmut rubs his throat, and tries swallowing a few times...

				  KELTNER
		Hurt much?

				  HELMUT
			(beaten)
		No, I'm alright... thank you.

	They both sit in silence... Helmut breaks the silence...

				  HELMUT
		Johann, why do they pick on me?  
		I've never done anything to them.

				  KELTNER
		You've never done anything for them!

	Helmut dislikes Keltner's remark and gets up from the lower 
	bunk and starts up to his.  He gets to the top bunk and starts 
	to get onto it, stops and whispers to Keltner.

				  HELMUT
		You think I should have performed?

				  KELTNER
		The men would have appreciated it.

	Helmut rolls into his bunk, the lights go out and he lies on 
	his back staring at the ceiling.  Keltner sits on the side 
	of his bunk and takes his shoes off... periodically the rays 
	from the searchlights revolving outside cross the windows to 
	momentarily flood the barracks with light.  After a few 
	seconds, Helmut leans over to whisper to Keltner.

				  HELMUT
		Johann!

				  KELTNER
			(he stands up, eye 
			level with Helmut)
		What is it?

				  HELMUT
		They don't believe me, do they?  I 
		mean about being a clown?

				  KELTNER
		Oh, I'd say you've convinced most.  
		However --
			(a long beat)
		There is one you haven't convinced...

	Helmut stares at Keltner, knowing full well what's coming... 
	yet doesn't have the courage to take the chance that it might 
	be another thought... so he waits...

				  KELTNER
			(gently)
		You, Helmut... you!

	CLOSE - HELMUT

	The truth of Keltner's charge hits Helmut with an overpowering 
	force.  He looks at Keltner for a beat... his eyes filled 
	with pain, then slowly turns away from him, leaving him 
	standing there as we PAN with Helmut and HOLD on...

	CLOSE - THE WINDOW

	The rain is pouring down.

							   DISSOLVE TO:

	FULL SHOT - YARD - DAY

	It is the next morning, a chilly, damp day following a night 
	of rain.

				  LOUDSPEAKER (O.S.)
		Attention!  Attention!  All prisoners 
		will assemble immediately in the 
		yard.  All prisoners will assemble 
		immediately in the yard. Attention!  
		Attention!

	The loudspeakers repeat the command.  Across the muddy, puddle 
	splotched yard, a barbed wire barricade about six feet high 
	has been erected, dividing the camp in two.  A number of 
	guards patrol the fence on both sides.

	EXT. BARRACKS H - WINDOW - DAY

	Uhlmann is looking out into the yard.  He motions to someone 
	to "take a look at this".

	INT. BARRACKS H - DAY

	Galt has just arrived at the window where Uhlmann is standing.

				  UHLMANN
		They've put up barbed wire!

	MED. SHOT - FAVORING HELMUT, KELTNER

	They look at each other in wonder as they start into the 
	aisle.  The men in the barracks are frantically trying to 
	organize themselves.

	EXT. PRISON YARD - DAY

	The prisoners are pouring out of the barracks doorway.  Galt 
	and Uhlmann are already standing outside as Helmut, Keltner, 
	Herman, Adolf, Franz, Ludwig, Stout Prisoner, New Prisoners, 
	join them.  All look o.s. momentarily speechless at what 
	they see.

				  GALT
		What the hell... ?

	FULL SHOT - YARD - PRISONERS' POV

	Beyond the fence we see men, women and children standing in 
	groups near the barracks on that side of the camp.  The SOUND 
	of children crying can be heard.

	VARIOUS SHOTS - MEN

	As they quickly scurry to line up in front of their own hut.

				  STOUT PRISONER
		Youngsters!  They've got youngsters 
		over there.

				  YOUNG PRISONER
		Women!

				  ADOLF
		Another fence!

	MED. SHOT - PRISONERS - FAVORING KELTNER

	Helmut stands next to him.

				  HELMUT
		What does it mean?  What do they 
		need a fence for?

				  KELTNER
			(shaking his head)
		Misery loves company.  Looks like 
		they're going to deny us even that.

	The Guard is shoving the late-comers into place.

				  GUARD
		All right.  All right, move.  Hurry 
		it up.  Move.

	ANOTHER ANGLE

	SHOOTING ACROSS the prisoners in f.g. toward the new fence.  
	Guards move among the men, herding them into lines.  On the 
	other side of the fence, we can see the new arrivals lining 
	up, being prodded into place by Guards.

	LONG SHOT - PRISON YARD - DAY

	On both sides of the fence, the prison inmates have assembled 
	in the wet, forbidden yard.  On one side are the regular 
	prisoners, who watch the guards warily as they straighten 
	their lines.  On the other side are the new prisoners -- 
	about two hundred frightened Jews of all ages, including 
	thirty or forty children and a number of very old men and 
	women.  They stand in absolute silence as the loudspeakers 
	blare again, except for the crying children.

				  LOUDSPEAKER
		Attention!  The Commandant issues 
		the following special order:  the 
		north side of the camp is now 
		temporary quarters for non-Aryan 
		prisoners.  Fraternizing between 
		Aryan and non-Aryan prisoners is 
		strictly prohibited.  Any violation 
		of this order will be severely 
		punished.  Heil Hitler... Repeating...

	ANOTHER ANGLE

	SHOOTING THROUGH the booted, outspread legs of a soldier 
	guard in f.g. toward the line of prisoners behind him.  One 
	woman holds a child of about three who cries inconsolably.

				  LOUDSPEAKER
		The Commandant issues the following 
		special order:

	As the announcement is read, the guard's legs turn around, 
	and he walks away from the CAMERA toward the woman.  He stands 
	before her menacingly, and she clutches the child closer to 
	her in a futile attempt to hush its crying.

				  LOUDSPEAKER
		The north side of the camp is now 
		temporary quarters for non-Aryan 
		prisoners.  Fraternizing between 
		Aryan and non-Aryan prisoners is...

	MED. SHOT - PRISONERS

	SHOOTING along line of prisoners from barracks H to show 
	their various reactions as the announcement continues -- 
	disdain, surprise, sympathy and relief.  The guard stands 
	with his back to the line at the end farthest from the CAMERA.  
	Galt is near the CAMERA.

				  GALT
			(under his breath)
		Jews!

	Prisoners nearest to Galt eye him questioningly.

				  LOUDSPEAKER
		... strictly prohibited.  Any 
		violation of this order will be 
		severely punished.  Heil Hitler.

	The loudspeakers go dead.  The prisoners stand silently 
	studying the new arrivals across the yard.  The new prisoners 
	self-consciously file back into their huts on the other side 
	of the fence.  As the prisoners begin to break rank --

				  GUARD
		Prisoners from barracks H remain in 
		line.  Barracks H will remain in 
		line.

	The prisoners turn and look in direction of the Guard as 
	they straighten their lines.  The guard paces slowly along 
	the line inspecting it silently.  On the fringes of the scene, 
	we can see prisoners from other barracks gathering to see 
	what their fellow convicts are in for.

	MED. CLOSE SHOT - GUARD

	Finally he stops and contemplates his shabby charges with 
	disgust.

				  GUARD
		I said last night I didn't think I 
		would enjoy being called up to account 
		for the noise coming from barracks 
		H.  I can tell you this morning I 
		didn't enjoy it.

	He walks down the line, looking at each man.

				  GUARD
		I don't know what caused the trouble 
		last night, but I'm not blaming you 
		entirely.
			(fatherly)
		I failed you.  I should have seen 
		that you all have much too much energy 
		for the confined life you lead here.
			(he smiles benevolently)

				  GUARD
		We're going to correct that.  I've 
		been told that energy comes from 
		food.

	MED. SHOT - PRISONERS

	Their faces reflect that they know what is coming.

	ANOTHER ANGLE

	SHOOTING PAST the line of prisoners in f.g. to the Guard, 
	who has paused to let his words sink in.

				  GUARD
		So... to help you... all rations are 
		canceled for the next... forty-eight 
		hours.

	A hushed ripple of ad lib grumbling and growling rolls along 
	the line of prisoners.

				  GUARD
		And, if that doesn't quiet you down, 
		I'll think of some other ideas you'll 
		like even less. I'm going to make 
		this barracks the quietest in the 
		camp.
			(roaring)
		Is that clear?

	The prisoners are silent but their faces register their 
	resentment.

				  GUARD
		Now, don't blame me.
			(with sly meaning)
		I didn't start the trouble last night.

	The truth of what he has said is reflected in the faces of 
	the men.

				  GUARD
		Fall out.

	ANOTHER ANGLE - FAVORING HELMUT, KELTNER

	As they stand with the other prisoners, watching the guard 
	move off.  Keltner looks worried, the others are angry, Helmut 
	seems undecided as his eyes follow the guard.

				  HERMAN
		Bastard!

				  STOUT PRISONER
		I can't go without food. I'll starve.

	Suddenly Helmut makes up his mind and starts off after the 
	Guard.  Keltner, sensing the mood of the men, puts a 
	restraining hand on his arm, whispers to him hoarsely.

				  KELTNER
		Helmut, don't.

	But Helmut shakes him off and hurries away.

	The other prisoners notice where he is headed and exchange 
	looks.  Keltner shakes his head.  Galt's eyes narrow as he 
	watches Helmut run off after the guard.

				  GALT
			(loudly)
		He's the one we can thank for the 
		diet.

	MED. SHOT - GUARD - MOVING

	The CAMERA MOVES BACKWARD as the Guard strides toward it, 
	his face sour.  Behind him we can see Helmut running to catch 
	up to him.  When he is close enough...

				  HELMUT
		Sir?  Corporal...

	The guard stops and turns so abruptly that Helmut almost 
	runs into him.

				  GUARD
		What?

				  HELMUT
			(obsequiously)
		Doork.  Helmut Doork.  Remember?  
		The papers... You said... Remember 
		the special forms for the Gestapo to 
		review my case.

				  GUARD
		No papers.

	He stalks off.  Helmut starts to say something more but thinks 
	better of it.  Crushed, he starts back towards his barracks, 
	head down.  He walks sadly for several steps, then looks up 
	and stops, his expression changing to one of uneasiness.

	MED. SHOT - PRISONERS - HELMUT'S POV

	A dozen of Helmut's barracks-mates, including Galt, Uhlmann, 
	Adolf, Ludwig, Herman, the Stout Prisoner, several of the 
	New Prisoners, are drifting across the yard towards him, and 
	the looks on many faces bode no good for Helmut.

	FULL SHOT - HELMUT, PRISONERS

	The men converge and form a half circle around him.

	As the men close in on him, he moves back until we cna see 
	the barbed wire fence behind him.  Helmut senses their 
	disposition and remains warily silent.  Keltner and Franz 
	stand slightly behind the pack.

				  GALT
		What'd you say now, Mr. Doork, 
		Almighty!
			(to men)
		Last night he wouldn't give us a 
		laugh.  Today they won't give us 
		food.

				  LUDWIG
			(venomously)
		What were you doing?  Making a deal 
		with your guard pal to slip you some 
		food?

				  HELMUT
			(indignantly)
		No!  I was asking him about the forms 
		he'd promised to get me.
			(admonishing)
		Because of last night... I'm not 
		getting them.

	Keltner, seeing how disappointed Helmut is, moves up through 
	the group.

				  KELTNER
			(encouragingly)
		When this blows over, Helmut, we'll...

				  LUDWIG
			(interrupting)
		Don't feel sorry for him.  He's got 
		no one to blame but himself.  The 
		whole thing was his doing.

				  ADOLF
		He's been telling us how great he 
		is; how funny.  Why?  Why couldn't 
		he have done a trick or two for us?

				  UHLMANN
		The Reverend did a turn.  What's so 
		special about him?

	The men voice agreement... Helmut should have performed.  
	Helmut starts to go around one end of the semi-circle but 
	the men bar his way.

				  KELTNER
		Don't start anything here.  We're in 
		enough trouble.

	The other prisoners in the b.g., those who have remained in 
	the yard to see what was going to happen to the men of 
	barracks H, sense trouble, the kind they want no part of, 
	and begin scurrying back to their own barracks.

				  UHLMANN
		We're not starting anything, we're 
		finishing something.

				  GALT
		We've decided Doork here is going to 
		keep us laughing so hard we won't be 
		able to hear our stomachs growling.

				  STOUT PRISONER
		Better hurry it up, clown.  'Cause 
		my stomach's growling already. Can 
		you hear it?

				  HERMAN
		Hear it!  The whole place hears it.

	The men take a few steps toward Helmut as they call for him 
	to perform.

				  MEN
		Yeah, Doork, do a trick. How about 
		that night in Munich when they 
		wouldn't stop laughing.  How about 
		it, Doork? Come on, just a little 
		trick.  Give us one laugh.  That's 
		all we're asking for.  Come on, 
		Helmut, do something.

	Helmut, hoping to stall the inevitable, still hoping to 
	preserve for a while longer his beautiful myth of being a 
	great clown, holds up his hands for the men to be quiet.  
	Franz interpreting the gesture as giving in to the demands 
	of the men...

				  FRANZ
			(excitedly)
		He's going to do it!  He's going to 
		do it!

	The men quiet down and move back a few steps to give Helmut 
	room.

				  HELMUT
			(grandly)
		Nothing pleases an artist more than 
		to perform.  I'm going to do a real 
		show for you.  All I ask is that you 
		give me a little time...  time to 
		get things together...  things I can 
		use as props...  I'll even try to 
		make a costume, and...

				  ADOLF
		You don't need a costume.  We've got 
		imagination.

				  (TO MEN)
		Right?

	Murmurs of agreement.

				  HERMAN
		Do the drunk pretzel like the kid 
		suggested last night.

				  GALT
			(commanding)
		And do it now, clown.  No more 
		stalling.

	Helmut, still trying to hold on to his dream of greatness, 
	draws himself up proudly and begins to move forward.

				  HELMUT
		Let me through.

				  ADOLF
		Aren't we good enough for you?

				  LUDWIG
		He'd do his tricks fast enough if 
		his guard pal asked him.  Wouldn't 
		you, Doork?

	As the mention of the word "guard" the mood of the men turns 
	ugly.

	MED. SHOT - PRISONERS - HELMUT'S POV

	Their faces show their determination that Helmut will perform 
	or... else.

				  KELTNER
		Do something, Karl.  For God's sake, 
		do something.

				  GALT
		And be sure it's funny.

	MED. SHOT - HELMUT, GALT

	Helmut is frightened.  He strains to look beyond the men for 
	help.  He opens his mouth to scream for the Guard, but Galt 
	puts his hand over Helmut's mouth.

				  GALT
			(his face pressed 
			close to Helmut's)
		You make us scream... scream with 
		laughter...  or I'll tear you to 
		shreds on the wire.

	Galt presses Helmut right up to the barbed wire fence so he 
	can feel the barbs in his back.

	FULL SHOT - HELMUT, MEN

	Galt takes his hand away from Helmut's mouth.  Helmut doesn't 
	utter a sound.  He knows that Galt and the men mean business 
	and he now must do something.  He nods his head.

				  HELMUT
		All right... all right.

	The men move back to give him room.  Frantically, he tries 
	to think of something to do... he knows it must be great... 
	or else his myth will explode.  He walks around in a little 
	circle, trying, trying to think of something.  Finally he 
	faces them.  He bows his legs and pretends he's a bow-legged 
	man trying to walk a high wire, but he's so frightened the 
	result is pathetic, not funny.

	PAN SHOT - PRISONERS

	The camera works across their faces, which are expressionless.

	MED. SHOT - HELMUT

	Seeing that he is getting no reaction from his "audience", 
	Helmut tries something else.

	He pulls his shirt over his head and walks around like a 
	headless man.  He pretends to trip over some unseen object, 
	peers through the front of his shirt at it, and stamps on 
	the object.  Again he tries to walk over it, and again he 
	slips.

	MED. SHOT - HELMUT, MEN

	as Helmut starts to repeat the same routine, many of the men 
	are openly contemptuous.  Galt wears a smirk.  Keltner, unable 
	to watch Helmut's degradation, moves away.  Others express 
	their disappointment, their disdain.

				  MEN
		If he's Germany's greatest clown, 
		God help the Fatherland.  Doork, the 
		Great!  You got paid for that?  To 
		go without food is bad enough, but 
		to have to watch that!

				  2ND NEW PRISONER
			(accusingly)
		You're not the clown I saw.  You 
		lied.  You're big all right.  A big 
		liar.

				  4TH NEW PRISONER
			(contemptuously)
		And I was going to tell my kids!

				  UHLMANN
		He's no clown.  Not even a bad one.

				  HELMUT
		I am.  I am a clown!

	They move away from him.

				  HELMUT
			(continuing)
		Give me a chance.  I just got started.

	But the men continue to walk away.  Helmut tries to do a 
	hand stand, but his hands slip in the mud, and he lands 
	ignominously on all fours.  When he looks up, only Adolf, 
	Galt and Uhlmann remain.

				  ADOLF
			(sadly)
		That's what we've been eating our 
		hearts out to see!
			(a beat)
		You stink.  You really stink.

				  HELMUT
		I... I slipped.   I can do it.

	Seeing the disbelief on their faces, Helmut becomes almost 
	hysterical.  He is still on his knees.

				  HELMUT
		I am a clown.   I am.  I am.

	He pounds on the ground in frustration.  Galt spits 
	contemptuously, and the three start to leave.  Galt turns 
	back, looks down at Helmut.  Very deliberately, he comes 
	forward to stand at a mud puddle.

				  GALT
		Doork the Great.

	With that he kicks a shower of mud directly into Helmut's 
	face.

	CLOSE SHOT - HELMUT

	The mud splatters over his face.  He cries out.  His hands 
	go to his eyes instinctively.  he kneels there, rocking back 
	and forth in misery.  Then from o.s., we HEAR a tiny, 
	tentative laugh -- the tiniest laugh ever heard.  Helmut 
	looks up quickly.  He isn't sure that he heard it.

	Then it comes again, a little stronger.  He looks around 
	quickly to see who has come back to taunt him, to ridicule 
	him.

	LONG SHOT - PRISON YARD - HELMUT'S POV

	The yard is empty except for a few prisoners from other 
	barracks way off on the other side.

	CLOSE SHOT - HELMUT

	He is puzzled.  Then again he hears the laugh o.s.  He turns 
	slowly to look behind him.

	MED. SHOT - BOY - HELMUT'S POV

	On the other side of the fence stands a wide-eyed boy of 
	about eight, who is watching Helmut timidly.  The ragged 
	youngster laughs again, hesitantly, as if unsure what Helmut 
	is doing is supposed to be funny, but finding it so 
	nevertheless.

	CLOSE SHOT - HELMUT

	He looks uncertainly at the youngster.  Is the child 
	ridiculing him, too?  He leans over the mud puddle and looks 
	at his reflection.  He likes what he sees.  The mud on his 
	face looks almost like a primitive clown mask.  Very 
	deliberately Helmut scoops up more mud and puts a blob of it 
	on the end of his nose.  He waits for the child's reaction.

	CLOSE SHOT - BOY

	His eyes are laughing, but his little lips are pressed tight 
	together.  He has been taught not to make sounds... not even 
	sounds of laughter.  But finally what he is looking at becomes 
	too much for him and the laughter spills out between his 
	lips as they form a smile.  He laughs delightedly now, 
	satisfied that Helmut is being purposely amusing.

	TWO SHOT - HELMUT, BOY

	Helmut gets to his feet, bows slightly and stiffly to the 
	child, and then attempts another hand stand.  This time he 
	holds himself up for a moment and then deliberately allows 
	himself to fall on his back in the mud.

	CLOSE SHOT - HELMUT

	As he lands, he quickly glances off towards his barracks, 
	but from the look of disappointment on his face, we know 
	that none of his barracks mates are watching.  When he hears 
	more laughter from o.s., he quickly rolls on his side to 
	look.

	MED. SHOT - CHILDREN - HELMUT'S POV

	Two more youngsters have joined the first, and all are 
	laughing excitedly.  The first child jumps up and down, 
	clapping his hands.

	WIDER ANGLE - FROM THE FENCE - FAVORING HELMUT

	Helmut gets up and bows, more deeply this time, a tribute to 
	the children's vindication for his claim that he is a clown.  
	He turns toward the direction of his barracks.

				  HELMUT
			(screaming at top of 
			voice)
		Come back, damn you, come back.  The 
		children... they're laughing.  They're 
		laughing.  I am a clown.  I am a 
		clown.

	He turns back to the children and again bows.  He quickly 
	leans down, looks at his reflection in the puddle, and scoops 
	up a handful of mud which he plasters on his nose to make a 
	bulbous, artificial proboscis.  He turns back to the children 
	and in pantomime, pretends to see a fly buzzing about and 
	tries to swat it.  The imaginary fly buzzes closer.  The 
	CAMERA MOVES UP to --

	CLOSE SHOT - HELMUT

	As the "fly" lands on his nose.  He looks cross-eyed at the 
	mud blob, then swats at it.  The blob falls off.

	MED. SHOT - CHILDREN

	There are now nine or ten youngsters at the fence, all 
	squealing with delight.

	CLOSE SHOT - HELMUT

	He bows again, and as his head comes up he looks o.s. toward 
	his barracks, still hoping that someone will be watching his 
	"great" success.  When he turns back to the children, we see 
	that he continues to smile -- while tears course down his 
	cheeks through the mud still caked on them.

							   DISSOLVE TO:

	EXT. MESS HALL - DAY

	The last barracks on the open end of the camp on the political 
	prisoners' side.  Outside the building is a low counter 
	arrangement with two prisoners behind it serving mush and 
	black bread to a long line of men, all of whom carry bowls 
	and spoons.

	This time in mid-July, three weeks after the incident at the 
	fence.  The day is bright and hot.  Our ANGLE FAVORS Helmut 
	as he nears the prisoner who is serving up the mush.

	MED. SHOT - HELMUT

	As he moves up to be served and holds out his bowl.  The 
	prisoner - messman spoons a blob of mush into it.  Then he 
	looks around quickly and, before Helmut can pull back his 
	bowl, slops another half spoonful into it with a wink at 
	Helmut, who gives him a grateful smile in return.  Helmut 
	moves on to the bread server, who gives him a big grin as he 
	slips two pieces of bread into the bowl on top of the mush.  
	Helmut hurries away, the CAMERA FOLLOWING him.

	He walks strangely, as if having trouble controlling his own 
	feet.  Helmut ducks around the corner of the barracks nearest 
	the mess hall, then peers cautiously back into the main yard.  
	Satisfied that he hasn't been noticed, he quickly puts one 
	piece of bread into his pocket and takes out his spoon.  
	Holding the second piece of bread beneath the bowl, he wolfs 
	down a few mouthfuls of the mush.  Then he smooths out the 
	remainder with the spoon to make the mush appear untouched. 
	 He places the one slice of bread back on top of it, and 
	studies the end result.  Nodding approval, he licks his spoon 
	clean and puts it back in his pocket.  He goes back around 
	the corner of the barracks into the main yard and heads for 
	the next building.

	CLOSE SHOT - BARE FEET

	This pair of massive feet are the property of the Big 
	Prisoner, a massive hulk of a man.

				  OLD PRISONER'S VOICE
		Don't know how you can go without 
		shoes.  Soles of my feet are too 
		sensitive.

	The CAMERA PANS UPWARD to the Big Prisoner and an Old 
	Prisoner, sitting against the side of their hut.  The Old 
	Prisoner, a frail man, with shirt off, is finishing his mush.

				  BIG PRISONER
		It's my stomach that's sensitive.

				  OLD PRISONER
			(looking o.s., smiles)
		Here comes your second helping.

	As Helmut's feet walk into FRAME and stop next to the Big 
	Prisoner, we see the reason for his peculiar walk.  He is 
	wearing a pair of enormous shoes, many sizes too large for 
	him and cut open along the soles from the toes to the insteps 
	so that they flap as he moves along.

	ANOTHER ANGLE

	as Helmut joins them and holds out his bowl of bread and 
	mush to the Big Prisoner.

				  HELMUT
		Here.

	Still grinning, the Big Prisoner puts his empty bowl on the 
	ground beside him and takes Helmut's bowl.  Holding the bread 
	aside, he digs into the mush.  Helmut watches him eat, his 
	own hunger written all over his face.  After a few bites, 
	this makes the Big Prisoner a little self-concious.

				  BIG PRISONER
		How're the shoes?

				  HELMUT
		Perfect.

	The Big Prisoner nods and goes back to eating, satisfied 
	that he has made a fair bargain and shouldn't be embarrassed 
	about taking Helmut's food.

				  HELMUT
		Don't forget the bowl.

	The Big Prisoner, his mouth full of mush, only nods.  Helmut, 
	tearing his eyes from the food, moves off.  The Big Prisoner 
	watches him go.  Suddenly, he looks down at the departing 
	Helmut's feet, and his face darkens.

				  BIG PRISONER
			(irked)
		Hey, Doork!

	Helmut stops and turns as the Big Prisoner shoves himself 
	away from the hut and goes to him, staring down at the shoes.

				  BIG PRISONER
		My shoes!

	The Big Prisoner reaches out with the large toe of one bare 
	foot and lifts up the flapping toe of one of Helmut's shoes.  
	He lets it drop again.

				  BIG PRISONER
		I said you could use 'em, not ruin 
		'em.

				  HELMUT
		I had to fix them this way...  for 
		the act, you know.  Wait till you 
		see how funny it is.

				  BIG PRISONER
		Yeah.  But will I feel like laughing 
		when it gets cold!

				  HELMUT
		Don't worry.

				  BIG PRISONER
		Worry!  I'm the one who'll get frost 
		bitten toes, not you.

				  HELMUT
		When I return them, they'll be like 
		new.  I promise.

	The Old Prisoner has finished his mush and puts his bowl 
	down on the ground and moves forward to join Helmut and the 
	Big Prisoner.

				  BIG PRISONER
		For what you've done to my shoes I 
		should get more food.

				  OLD PRISONER
		He's got to have something to eat.

	The Big Prisoner looks at him questioningly.

				  OLD PRISONER
			(continuing)
		If he gives you his other meal...  
		he'll starve to death.  Then you 
		won't get anything.

	This reasoning makes sense to the Big Prisoner.

				  BIG PRISONER
			(to Helmut)
		Remember... you fix them before you 
		bring 'em back.

				  HELMUT
		Promise.

	Helmut shakes his head "yes", turns and quickly hustles off 
	in the direction of his own barracks, the CAMERA MOVING with 
	him.  After a few steps.

				  BIG PRISONER'S VOICE
		Doork!

	MED. SHOT - BIG PRISONER - HELMUT'S POV

	The Big Prisoner looks at Helmut, then at the piece of bread 
	Helmut had given him.  His manner is self-conscious.  He 
	tosses the piece of bread to Helmut.

	MED. SHOT - HELMUT, BIG PRISONER, OLD PRISONER

	Helmut catches the bread, his smile expressing his thanks.  
	The Old Prisoner puts his arm around the Big Prisoner's 
	shoulder, while the Big Prisoner tries not to show that he 
	is pleased with himself for his "generous" act.

	MED. SHOT - HELMUT

	Taking bites of the bread, Helmut, rather jauntily, lopes 
	off toward his own barracks.  As he moves among the other 
	prisoners, the CAMERA MOVING with him, we see many of them 
	point or nod toward Helmut and smile good-naturedly.  Helmut 
	is completely unaware of them, so lost is he in his own 
	thoughts.

	EXT. BARRACKS H - MED. SHOT - KELTNER, FRANZ, HERMAN - DAY

	They sit in the shade beside their barracks.  Herman is using 
	his empty bowl as a fan.  Keltner is just finishing his food.  
	Franz is examining his jacket, his empty bowl beside him on 
	the ground.

				  FRANZ (IRRITATED)
		I mean it this time.

				  KELTNER
		Don't tell us.  Tell him.

	Franz holds up the tattered jacket to show that a button is 
	missing.

				  FRANZ
		What am I supposed to do? Use pins?

				  HERMAN
		Who has a pin?

	Keltner chuckles.

				  FRANZ
		You can laugh.  He isn't always after 
		you for something.

				  KELTNER
		No?

	He fishes in a pocket and pulls out a large piece of chalk, 
	holds it up.

				  FRANZ
		What's that?

				  KELTNER
		Chalk.

				  FRANZ
		What for?

				  KELTNER (SHRUGS)
		Says he can mash it into a powder 
		and put it on his face.

	Herman stops fanning along enough to ask...

				  HERMAN
		Where'd you get it?

				  KELTNER
		From a guard.

	Astonished, Herman and Franz look at him questioningly.

				  KELTNER
			(lowers his voice)
		A very bad Nazi.  Still has a heart.

	Herman and Franz smile.  Then Franz holds up his tattered 
	coat.

				  FRANZ
		I wish he'd have a heart and use 
		someone else's coat. Or better yet -- 
		his own.

				  KELTNER
			(looking o.s. and 
			nodding)
		Ask him.

	WIDER ANGLE - FAVORING HELMUT

	As he comes flapping up, still munching on the piece of bread 
	given to him by the Big Prisoner.  Keltner holds out the 
	chalk to him.

				  KELTNER
		Finally got it.

	Helmut takes it and examines it in a very professional manner.  
	Herman and Franz exchange looks.  Keltner waits for Helmut 
	to speak.

				  KELTNER
			(a little annoyed)
		Isn't that what you wanted?

				  HELMUT
			(holding up the chalk)
		This will do more for the act than 
		anything.  Wait'll you see!

				  KELTNER
			(a sigh of relief)
		For a moment there you had me worried.

				  FRANZ
			(indicating bread 
			Helmut's nibbling on)
		I see you got smart.

				  HELMUT
		His conscience bothered him.

				  KELTNER
		I thought he would kill you when he 
		saw what you had done to his shoes.

				  HELMUT
			(sheepishly)
		So did I.

	The men laugh.

				  FRANZ
		I don't know what I'm laughing at...  
		look at what he's doing to my coat.
			(holds it up)
		Look at it!  Yesterday a button off.

	And you've got it ripped here under the arm.  Besides all 
	that falling down isn't doing it any good.

				  HELMUT
			(firmly)
		I've got to have it.  It is the only 
		one I can get on and still is tight 
		enough to look funny.

				  FRANZ
		At the rate you are tearing it up, 
		it's going to look a lot funnier.

	ANOTHER ANGLE

	SHOOTING PAST Helmut and group and in f.g. toward the main 
	yard, where we see Galt and Uhlmann approaching.  During the 
	ensuing dialogue, Galt spots Helmut, nudges Uhlmann and 
	together they come toward him.

				  KELTNER
		Give in, Franz.  You know he's going 
		to talk you out of it again.

				  HELMUT
		I'll be careful.  I swear. Besides, 
		I've got to have it. I explained 
		before...  a clown can't change his 
		costume.  It's his trademark.

				  FRANZ
		I know... I know... but...

	Galt and Uhlmann join the group, looking to start trouble.

				  GALT
			(interrupting)
		Why should he give it to a Jew clown?  
		Right, kid?

				  FRANZ
		That's got nothing to do with it.

				  GALT
		What's the matter with you bastards 
		anyway?  All he ever did for us was 
		cause trouble, but for them...
			(nodding toward the 
			other side)
		... he can't do enough.
			(a beat)
		I say he's one of them.

				  KELTNER
			(coolly)
		If he were, he'd be over there

	Through this Helmut remains silent -- his eyes focused on 
	the coat.

				  GALT
		That's where he belongs.

	Franz and Keltner get to their feet.  Herman remains seated.

				  FRANZ
		What're you so hot about?  It's no 
		skin off your...

				  UHLMANN
			(cutting in)
		We've got a good reason for not liking 
		them.

				  GALT
		If it wasn't for them... we wouldn't 
		be in here.

	This surprises the men.  Herman gets to his feet.

				  HERMAN
		What'd you mean?

				  UHLMANN
		A bunch of them got picked up with 
		papers we'd sold them.   And what'd 
		they do?  Turn us in, they did.  The 
		ungrateful...

				  KELTNER
		So that was it!  Counterfeit papers.  
		I can imagine the prices.

				  GALT
		Supply and demand, Reverend.  Supply 
		and demand.

	Deliberately, Franz hands his coat to Helmut.

				  FRANZ
		Take it, Doork -- anytime you want 
		it.

	Helmut accepts the coat... nodding his head in the gracious 
	manner of a ruler accepting homage from a faithful subject.  
	He turns smartly and slowly struts away with as much dignity 
	as he can muster in his big shoes which flap with every step 
	he takes.  The others stand and stare at Galt and Uhlmann.

				  UHLMANN
		What's so terrible about what we 
		did?  Lot of them got out of the 
		country with our papers.  They were 
		damn good counterfeits.

	Keltner, without a word, turns and goes off after Helmut.

				  GALT
			(calling to Keltner, 
			very proudly)
		And what's more, we never charged 
		for children.  Never.

	MED. SHOT - HELMUT, KELTNER

	As Keltner catches up with Helmut.  The CAMERA MOVES BACK as 
	they walk along the side of the barracks toward the door.

				  KELTNER
		I've been meaning to ask you.  Heard 
		anymore about the request for a review 
		of your case?

	Helmut doesn't hear him as he's deep in his own thoughts.

				  HELMUT
		Did you hear the laughs I got 
		yesterday?

	Keltner nods.

				  HELMUT
		Not just from the children... but 
		the adults, too.

	You know where a lot of clowns make a big mistake?  They 
	play just for the children.

	They forget... it's the parents, the adults that buy the 
	tickets.

				  KELTNER
		Never thought of that.

	Helmut stops, faces Keltner, a sly smile on his face.

				  HELMUT
		They said I couldn't come up with 
		anything new.

	Keltner looks puzzled.

				  HELMUT
		At the circus.  Schmidt and the rest.  
		Wait'll they see my act now.  It's 
		funny.  Really funny.
			(a beat)
		Isn't it?

				  KELTNER
		The children certainly enjoy it.

	Helmut begins to move along again with Keltner following.

				  HELMUT
		What I needed was time.  Time to 
		concentrate on new material.  A man's 
		got to have time alone.

				  KELTNER
			(glancing around)
		You call this being alone?

	Helmut takes a few more steps then stops short.

				  HELMUT
		Do you think... maybe... they'd let 
		me go to other camps and entertain?

	Keltner is about to say something... but shrugs his shoulders.  
	He knows there's not much point in trying to make Helmut 
	look at things the way they really are.  Helmut starts to 
	walk again.

				  HELMUT
		I'd have to get to the Commandant.  
		Would need his permission.

	They arrive at the steps to the barracks.  Helmut swings 
	Franz's coat over his shoulder as he starts up the steps.

				  HELMUT
		If you have time later, I'd like you 
		to see something I've been working 
		on.  I hunch down and do a tiny 
		soldier parading.  Think they'll 
		like it?

				  KELTNER
			(pointedly)
		Who?  The adults?

				  HELMUT
			(matter of fact)
		The children, of course.

				  KELTNER
		I thought the smart clown only played 
		to the adults.

	Helmut, caught in a contradiction of his own "theory" of 
	clowning, gives Keltner an annoyed look, then goes into the 
	barracks letting the door slam behind him.

	CLOSE SHOT - KELTNER

	As he stands at the bottom of the steps -- he shakes his 
	head and smiles as he marvels at the change taking place in 
	the pompous Helmut as the little gentle clown within him 
	struggles to emerge.

							   DISSOLVE TO:

	EXT. PRISON YARD - PAN SHOT - CHILDREN - DAY

	The CAMERA is PANNING across the faces of about forty children 
	behind the fence as they watch Helmut o.s.  Some of them are 
	laughing; some clapping; some squealing with glee, and a few 
	just watching quietly, but with laughter in their eyes.  
	Behind them, near the barracks on the non-Aryan side, a number 
	of adults also are looking on, but they hang back, fearful 
	that getting too close to the fence might provoke the always 
	anticipated wrath of the guards.

	EXT. PRISON YARD - FULL SHOT - DAY

	We see now that Helmut on his side of the fence is performing 
	for the children on the other side of the menacing barbed 
	wire fence.  Behind him, also at a safe distance because 
	they still aren't certain of the official reaction to all of 
	this, a number of his fellow political prisoners are watching 
	his antics.  But, in spite of his talk about the importance 
	of playing to the adults -- it is the children that Helmut 
	plays to -- and it is for their laughter that he listens.  
	The CAMERA MOVES IN to --

	MED. FULL SHOT - HELMUT

	And we see that he has used the chalk to whiten his face.  
	With charcoal he has blackened his eyebrows, formed a wide 
	black mouth and drawn lines down over his eyelids to his 
	cheekbones, giving him the appearance of a clown at once sad 
	and happy.  At the moment he is coatless, but Franz's coast 
	lies nearby on the ground.  For the stunt he is doing now 
	Helmut carries the remains of an old broom and a piece of 
	cardboard.  He is trying to sweep a small heap of dirt he 
	has gathered onto the cardboard, but each time he tries, the 
	dirt goes over the cardboard and he must sweep it into a 
	pile again.  After a few attempts he feigns exasperation and 
	ponders the problem.  Inspiration comes.  He sweeps the dirt 
	into a pile again, bends over and very carefully sweeps it 
	into the front of one of his shoes, holding up the split top 
	to let it in.  This accomplished, he is very proud of himself, 
	but when he tries to take a step, some of the dirt comes 
	out.  Frustrated, he ponders again, and again has an 
	inspiration.  He removes the shoe and puts it under his arm.  
	But as he walks away with it, all the dirt slides out through 
	the open toe.  The children roar with delight.

	CLOSE SHOT - LITTLE GIRL

	She is a flaxen-haired youngster of about five who holds a 
	weathered rag doll as she jumps up and down for sheer joy at 
	Helmut's performance.

	CLOSE SHOT - LITTLE BOY

	He is a completely delighted boy of perhaps seven.  Each 
	time Helmut does something he particularly enjoys he hugs 
	himself and spins around.

	CLOSE SHOT - BROTHER AND SISTER

	The girl is no more than four; the boy about eight.  He clings 
	to her hand as they watch Helmut, unsmiling, perhaps not 
	understanding.  The boy looks at his sister, and a tiny smile 
	tugs at her mouth.  The boy smiles back.  The girl giggles.  
	The boy laughs outright.  They have re-discovered happiness.

	They look back at Helmut, both laughing.

	CLOSE SHOT - SISTERS

	The older girl is ten or eleven; her sister five or six, 
	tugs at her arm, and the older girl bends down to her.  The 
	younger girl whispers to her, pointing to Helmut, and the 
	older girl picks her up.  The little one puts her arms tightly 
	around her sister's neck.  Both laugh merrily.

	MED. FULL SHOT - HELMUT

	He is putting on Franz's too-small jacket.  He tries to button 
	it, but it won't go around him.  He sucks in his belly, but 
	then his pants begin to slip, and he grabs at them with an 
	embarrassed look at the laughing children.

	Deciding that the only way to button the coat is to hunch 
	his shoulders, he tries that, but now his shoulders must 
	remain hunched.  He manages to pick up the broom and puts it 
	over his shoulder, playing soldier.  But when he tries to 
	snap to attention, the coat pops open again, bringing another 
	roar of laughter from Helmut's audience.

	Now he marches a few steps toward the CAMERA, stops, snappily 
	puts the rifle down at rest position and salutes -- knocking 
	himself flat.  Another roar of laughter.  As it swells, we --

	PAN SHOT - JEWISH PRISONERS

	The laughter o.s. continues to swell as the CAMERA PANS across 
	the faces of the adult Jewish prisoners huddled near their 
	huts.  They smile, fearfully at first, then break into 
	timorous laughter.

	ARYAN PRISONERS - PAN SHOT

	As the laughter swells even more, the CAMERA MOVES over the 
	faces of the political prisoners on Helmut's side of the 
	camp.  They, too, are laughing -- some tolerantly; some at 
	Helmut rather than with him, but they are laughing.

	As the laughter continues to SWELL, the CAMERA PANS over to 
	yard-guard.  He is trying very hard not to laugh.  The result 
	is a self-conscious giggle.

	As the laughter grows even louder, the CAMERA PANS as though 
	wafted on the waves of laughter, up to a guardtower, and we 
	see two rifle-armed soldiers in the tower watching the 
	performance below them.  They gesture in Helmut's direction 
	and laugh.

	The CAMERA continues to PAN over to the administration 
	building and UP to an open window on the second floor.

								   CUT TO:

	INT. COMMANDANT'S OFFICE - FULL SHOT - DAY

	LT. SCHARFF, handsome, mid-30's, stands with his back to 
	CAMERA at an open window in a small, but luxuriously furnished 
	office.  The window through which he is looking opens onto 
	the prison yard.  An AIDE pokes his head in the doorway.

				  AIDE
			(in a loud whisper)
		He's coming back down the hall.

	Scharff nods, quickly closes the window, gives a look around 
	the room, and follows the Aide out.

								   CUT TO:

	INT. COMMANDANT'S OUTER OFFICE - FULL SHOT

	As Scharff comes through the door from the adjoining room.  
	The Aide is standing in front of a small desk.  Scharff takes 
	his position beside the door into the outer office.  They 
	wait.  After a beat, the room's other door opens and in comes 
	COL. HEINRICH BESTLER, a slightly built, pinch-faced SS 
	officer in his 50's.  Scharff and Aide spring to attention 
	and give him the salute.

				  SCHARFF AND AIDE
		Heil Hitler.

				  BESTLER
		Heil Hitler.
			(striding into his 
			inner office as he 
			passes Scharff)

				  BESTLER
			(continuing)
		Come in.

								   CUT TO:

	INT. COMMANDANT'S OFFICE - FULL SHOT

	Bestler goes directly to the desk and sits down.  Scharff 
	stands at attention just inside the door.

				  BESTLER
		Oh, stand at ease.  And, close the 
		door.

	Scharff closes the door and moves over to stand near the 
	desk.

				  BESTLER
		I don't have to tell you why your 
		Commandant was relieved of his command 
		here. This prison is a disgrace.  
		Disgrace! The latitude allowed by 
		him will not be tolerated by me.  
		Understand?

	Scharff nods his head.  Bestler gets up from the desk and 
	walks around it.

				  BESTLER
		That includes the staff.  I'm going 
		to turn this place into a model 
		prison, a credit to the Reich.   
		Understand?

	Scharff again nods his head.

				  BESTLER
		Speak up.

				  SCHARFF
		Yes, Colonel.

	Bestler returns to his desk, sits, and opens a folder.  He 
	glances up to study Scharff.

				  BESTLER
		This isn't the first prison the SS 
		has had to take over from the 
		military. Military men are too soft 
		to deal with those...
			(he nods toward the 
			window)
		Scharff starts to speak but quickly 
		changes his mind.

				  SCHARFF
		Yes, sir.

				  BESTLER
		You were about to say something?

				  SCHARFF
		Oh... I... was just going to say 
		that I didn't hold with the soft 
		treatment of the prisoners.

				  BESTLER
		Good!
			(taking papers from 
			folder)
		Our first order of business is to 
		prepare...

	He is interrupted by the SOUND of laughter o.s.  He turns 
	slightly and looks curiously at the window, then turns back 
	to read from the papers in the folder.

				  BESTLER
		Our first order of business is to 
		prepare all non-Aryan prisoners for 
		shipment in two weeks.

				  SCHARFF
		Where are they being sent, Colonel?

				  BESTLER
		Work camps.

	Again the SOUND of laughter from o.s. and Bestler looks 
	quickly at the window, irritated.  Scharff, uncertain of his 
	superior's reaction, tries to cover up.

				  SCHARFF
			(speaking a little 
			louder)
		But we have about 40 children, some 
		only babies, with more scheduled to 
		arrive tomorrow or the next day. 
		They're not going to be much use in 
		a work camp.

				  BESTLER
			(his attention diverted 
			back to Scharff)
		I'm aware of that.  This order covers 
		only the adult prisoners over fifteen.  
		We won't have to wet nurse the 
		children for long.  Other plans are 
		being made for...

	Again he is interrupted by the laughter o.s.

				  BESTLER
		What is that?

	Before Scharff can answer, Bestler goes to the window and 
	opens it.

	PRISON YARD - LONG SHOT

	SHOOTING PAST Bestler through the window, we can see Helmut 
	performing for the children.  Bestler watches for a moment.

				  BESTLER
		What is that supposed to be?

	BESTLER, SCHARFF - MED. SHOT

	Scharff goes to the window and looks over Bestler's shoulder.

				  SCHARFF
		That!  Well, you see, sir, one of 
		the prisoners used to be a circus 
		clown.  Sometimes he gives a little... 
		well...  a sort of show -- for the 
		children.

				  BESTLER
			(turning away from 
			window)
		A show!  Is this a prison camp or a 
		traveling circus!
			(he looks out window 
			again)
		Am I correct in assuming that those 
		children are on the non-Aryan side 
		of the camp?

				  SCHARFF
			(almost in whisper)
		Yes, sir.

				  BESTLER
			(leaving window)
		And the... buffoon?  A German?

				  SCHARFF
		Yes, Colonel.

	Bestler sits on the side of the desk and looks at Scharff, 
	who tries very hard not to show how uncomfortable he is.

				  BESTLER
		Am I to believe you aren't aware of 
		the general order absolutely 
		forbidding fraternization?

				  SCHARFF
			(not worried)
		I know about it, sir.

				  BESTLER
		Close the window.

	Scharff carefully closes the window.  Bestler walks around 
	desk to stand leaning against the wall.

				  BESTLER
		Just what do you think fraternization 
		means, Lieutenant Scharff ?

				  SCHARFF
		Communication.   Social contact.  
		Giving aid, talking...
			(shrugs helplessly)

				  BESTLER
		How long has this been going on?

				  SCHARFF
		Just the last two or three weeks.

				  BESTLER
		And the Commandant approved?

				  SCHARFF
		Well, sir, children are very hard to 
		handle.

				  BESTLER
		This clown!  Who is he?

				  SCHARFF
			(trying hard to 
			remember)
		It's... I know.  It's Doork, the 
		Great.

				  BESTLER
		Not his clown name, you idiot.  His 
		number.  His identification.

				  SCHARFF
		If I have the Colonel's permission 
		to leave, I will check it at once.

				  BESTLER
		Later.  Right now I want these 
		performances halted.  Understand?

				  SCHARFF
		Yes, sir.

	Bestler begins shuffling papers from the folder.  Scharff, 
	uncertain whether he has been dismissed or not, hesitates.  
	Bestler glances up.

				  BESTLER
			(shouting)
		Immediately!

				  SCHARFF
		Yes, sir !

	He salutes and bolts from the room, almost crashing into the 
	door in his flight.

								   CUT TO:

	PRISON YARD - FULL SHOT - DAY

	Shooting past the children in f.g. to Helmut through the 
	fence, as he bows to the applauding youngsters.  Behind him 
	we can see a number of soldier-guards coming through the 
	cordon of watching prisoners, and waving them to disperse.  
	They do so reluctantly, as the guard from Helmut's barrack 
	moves forward to Helmut, who is just about to start another 
	routine.

				  GUARD
			(shouting)
		That's all.  Show's over.  Everybody 
		clear out.

	Helmut stops, startled.

	MED. SHOT - HELMUT, GUARD

	ANGLED to include children across the fence.

				  HELMUT
		What's wrong?

				  GUARD
			(to Helmut)
		Get back to the barrack.
			(to children)
		You heard me.  Show's over.

	The children don't move, but stand staring at Helmut as if 
	waiting for him to tell them what to do.  This frustrates 
	the guard, who isn't accustomed to being questioned.

				  GUARD
		Go on.  Get away.

	Still the children refuse to budge.  Angry, the guard goes 
	close to the fence, waving his arms at them.

				  GUARD
		Move, damn it, before I come over 
		there and...

	The youngsters scuttle back a few feet fearfully, but there 
	they stop, their eyes still on Helmut.  The guard turns to 
	Helmut.

				  GUARD
		Get them moving before somebody gets 
		hurt.

	Helmut goes up to the fence and speaks to the children softly.

				  HELMUT
		That's all the show for today.  Go 
		back inside.

	The children back away with long faces.  Finally convinced 
	that Helmut is through, they turn and wander back toward 
	their barracks, but with many a backward look at him.  Helmut 
	continues to encourage them, as the guard looks on.

				  HELMUT
		That's right now, go along.  I'll 
		see you tomorrow.  Goodbye.  Goodbye.  
		Until tomorrow.

	Many of the children wave to him.  The guard takes Helmut by 
	the arm, turns him toward the barrack and hustles him off.

	MED. TWO SHOT - HELMUT, GUARD

	The CAMERA MOVES BACK as they come toward it, the guard firmly 
	propelling Helmut along.

				  GUARD
		Get inside and take that stuff off 
		your face.

				  HELMUT
		I don't understand.  What's the 
		matter?

				  GUARD
		Orders.  No more shows.

				  HELMUT
		You mean... not ever?

				  GUARD
		That's right.

				  HELMUT
		But we weren't doing any harm.

				  GUARD
		The Commandant thinks you are.

				  HELMUT
		The Commandant?

				  GUARD
		The new Commandant.  He minds.

				  HELMUT
		Just because I make them laugh a 
		little...

				  GUARD
		You know the rule... no mixing with 
		Jews.

				  HELMUT
		I wasn't mixing!  I was only...

	The guard stops him and turns him so that they are face to 
	face.  The CAMERA MOVES UP TO --

	TIGHT TWO SHOT - HELMUT, GUARD

				  GUARD
			(quietly, threatening)
		Look, it's not my order.  It's the 
		Commandant's.
			(more kindly)
		Now do what I tell you and save 
		yourself a lot of grief.

	He pushes Helmut toward his barrack and then turns and walks 
	off, the CAMERA PULLING BACK to --

	WIDER ANGLE

	Helmut watches the guard go, then, dejectedly, shuffles toward 
	his barrack.  As he nears it, Keltner, Franz, Adolf, Herman, 
	Ludwig, and the other regulars intercept him.

	MED. SHOT - GROUP

	They crowd around Helmut, anxious to know what's happened.

				  FRANZ
		What happened?

				  HELMUT
			(still bewildered)
		He says I've got to stop -- with the 
		children.

				  KELTNER
			(nodding)
		I've been expecting it.

				  LUDWIG
		Because they're Jews?

				  KELTNER
		Because of the laughing.

				  HELMUT
		Why should that bother them?

				  KELTNER
		When you rule by fear, laughter is 
		the most frightening sound in the 
		world.

	Silently the men walk up the steps and into the barrack, the 
	CAMERA PANNING with them until we...

							   DISSOLVE TO:

	EXT. PRISON YARD - FULL SHOT - DAY

	It is a warm, sunny afternoon and most of the prisoners on 
	both sides of the fence, are out warming their weary bones.  
	On the Aryan side, a number of prisoners, including Ludwig 
	and Herman, are having a makeshift soccer game using a bound 
	bundle of rags for a ball.  They play with fierce rigor for 
	such emaciated men, yelling at each other and kicking up 
	clouds of dust as they try to work off their frustrations.  
	On the non-Aryan side of the fence, the children, now about 
	50 in number, are grouped near the wire barricades staring 
	across it, their faces dour.  It appears they are watching 
	the game.

	MED. LONG SHOT - CHILDREN

	Shooting past the soccer players in f.g. toward the fence.  
	Through the men we can see the children, but the play moves 
	away from them.  They continue to stare straight ahead, 
	obviously watching something else.  Suddenly many of them 
	press close to the fence straining to see.

								   CUT TO:

	EXT. BARRACK "H" - CHILDREN'S POV

	Helmut can be seen standing in the doorway.  After a beat, 
	he quickly retreats back into the barrack.

								   CUT TO:

	INT. BARRACK "H" - DAY

	The CAMERA MOVES BACKWARD down the aisle between the bunks 
	as Helmut walks dejectedly down the aisle, nervously fingering 
	his white ascot.  The barrack is empty except for Keltner, 
	who is arranging the sprouts of his potato plant over a little 
	trellis of sticks.  Helmut turns and walks back up the aisle 
	to stand in front of Keltner.

				  HELMUT
		I can't go out there.  I can't take 
		another day of them staring at me.

				  KELTNER
		They'll get over it.  Disappointment 
		is no stranger to those children.

				  HELMUT
		They look at me as though it was all 
		my fault.  Haven't they been told 
		why I can't...

				  KELTNER
		I'm sure they have.

				  HELMUT
		Then why do they stare?

				  KELTNER
			(holding up the plant)
		It's amazing how a thing like this 
		can feed off itself.  Think how lucky 
		we would be if we could do that.

	Helmut glances disinterestedly at the plant as he reaches up 
	to his bunk and brings down the coat belonging to Franz.  He 
	holds coat up for Keltner to see.

				  HELMUT
		I sewed a button on.  Look all right?

				  KELTNER
			(inspecting coat)
		Fine.

	Helmut gently pats the coat, then folds it and puts it back 
	on his bunk.

				  HELMUT
		I did make them laugh.  Didn't I?

	Keltner nods.

				  HELMUT
			(angrily)
		I wish they'd get them out of here.  
		Prison is no place for little 
		children.

				  KELTNER
		We've been all over that before.  
		You've got to stop thinking about 
		them.

				  HELMUT
			(trying to convince 
			himself)
		You're right!  I've got to think of 
		myself.

	Keltner puts the plant under his bunk and gets up.

				  KELTNER
		It's too hot in here.  I'm going to 
		get some air.

				  HELMUT
		Johann... do you think there's any 
		possible way I could talk to the 
		Commandant.  Maybe I could make him 
		understand...

	The sentence trails off as Helmut realizes how useless his 
	suggestion is.

				  KELTNER
		There's nothing you can do... but 
		forget.

				  HELMUT
		How can I!  They were my own very 
		special audience.  And now they stare 
		at me as if I had betrayed them.

				  KELTNER
		They're children, Helmut.  You can't 
		expect them to understand the madness 
		of adults.

				  HELMUT
			(sudden thought)
		If I could talk to them.  To the 
		children themselves -- that would 
		help, wouldn't it?

	Keltner doesn't answer but he watches Helmut with new 
	interest.

				  HELMUT
		If I explain it to them -- then 
		they'll know I am not mad at them.

				  KELTNER
			(very deliberately)
		You go near that fence once again... 
		and you're taking your life in your 
		own hands.  You know that as well as 
		I do.

				  HELMUT
			(pleading)
		I would just need a minute.  A minute 
		to talk to them.

	Helmut goes to the door and looks out.

								   CUT TO:

	LONG SHOT - CHILDREN AT THE FENCE - HELMUT'S POV

	The children are still pressed against the fence, still trying 
	to get a glimpse of Helmut

								   CUT TO:

	MED. SHOT - BARRACK "H"

	Helmut stands just inside the doorway... looking out.

				  HELMUT
		I wish to God I didn't care.  I wish 
		to God I could forget them.

	Helmut walks back to Keltner.

				  HELMUT
		But I can't.

	Helmut looks at Keltner, his eyes pleading for help.

				  KELTNER
		I'm going to ask you a question, 
		Helmut, and I want you to think 
		carefully before you answer.

	Helmut nods.

				  KELTNER
		The reason you can't get them out of 
		your mind -- is it because you need 
		them -- for you audience?

	Helmut drops his eyes as he attempts to find the right answer.

				  KELTNER
		I want the truth.

				  HELMUT
			(after a moment)
		I know I can't perform for them 
		anymore.  I know that.
			(a beat)
		I really don't know what the reason 
		is.  I think it's got something to 
		do with... well, I don't want those 
		little ones to think I've turned 
		against them, too.  That's why I've 
		got to do something.  Something.

	Keltner studies Helmut for a moment.

				  KELTNER
		You'll be taking a chance.  A great 
		chance.

	Helmut nods that he know this.

				  KELTNER
			(very definite)
		All right!  Come on then.

				  HELMUT
		Where are you going?

				  KELTNER
		You want to talk to the children?  
		Well, I think I can help you.

				  HELMUT
		There's no reason for you to get 
		involved in this.

				  KELTNER
		Reason?  When war is waged against 
		children!  That is reason enough for 
		the whole damn world to get involved.  
		And it will, believe me, it will.

	Keltner puts his arm around Helmut's shoulder.  Helmut grins, 
	a broad grin of thanks.

				  KELTNER
		So, come on, Doork the Great, let's 
		start getting involved.

	They both walk quickly to the door.

								   CUT TO:

	EXT. HELMUT'S BARRACK - DAY

	As Keltner and Helmut come out.  In the b.g. we can see the 
	soccer game still going on, the players shouting excitedly 
	at each other.  Keltner surveys the scene for a moment.

				  KELTNER
		Wait here.

	He moves down the line of barracks toward the mess hall.

	EXT. PRISON YARD - FULL SHOT - DAY

	As Keltner moves among the men lounging around the barracks, 
	talking and watching the soccer game.  Trying to appear as 
	nonchalant as possible, we whispers something to a group of 
	prisoners.  They glance back at Helmut and then nod.  Keltner 
	moves on to another group, taking care to avoid the two yard 
	guards, one of which is the guard in charge of Barrack "H".  
	Again Keltner murmurs something to the other prisoners, and 
	again they look at Helmut and nod assent.  Keltner goes on 
	to another group.  As he does, the men in the first group 
	casually disperse and start across the yard toward the fence, 
	moving around the soccer players.  One of them goes up to 
	Ludwig, who is playing in the match, and whispers something 
	to him.  Ludwig nods, and the other prisoners move away.  
	Ludwig runs off chasing the "ball".

	MED. SHOT - LUDWIG

	as he storms into a clutch of players, including Galt, all 
	kicking at the "ball".

				  LUDWIG
			(low to Galt)
		Kessler is going to talk to the 
		children. Cover him.

				  GALT
			(mean)
		Who says so?

				  LUDWIG
			(evenly)
		The Reverend says cover him... so we 
		cover him.

	The players around Galt give him a meaningful look and he 
	gets their message.

				  GALT
		All right!  I was just asking.

	FULL SHOT

	As Keltner's plot takes shape, we see a dozen or so prisoners 
	wander, apparently aimlessly, across the yard and form a 
	spectator's section for the soccer game with their backs to 
	the fence, thus providing a shield between the children and 
	the guards.  The game picks up tempo, but the play somehow 
	stays in the center of the yard, strengthening the shield.

	MED. SHOT - HELMUT

	As he watches the plan in action.  Keltner rejoins him.

				  KELTNER
		You know what to do?

	Helmut nods.

				  KELTNER
		Stay behind the men and keep an eye 
		out for the guards on the other side.

				  HELMUT
		Right.

				  KELTNER
		Make it quick.  You won't have much 
		time.

	Helmut nods again and starts away, but Keltner stops him

				  KELTNER
		And Helmut, keep the children quiet.  
		We don't want trouble.

	Helmut nods and moves off across the yard.  The CAMERA FOLLOWS 
	him as he circles around the soccer players, trying to look 
	as if he is just wandering over to join the other spectators.  
	As he nears the other side, the children spot him and react, 
	pressing closer to the fence and pointing to him.

	MED. LONG SHOT - HELMUT

	Shooting past the children in f.g. toward Helmut as he nears 
	the line of prisoners, who continue to ad lib shouts of 
	derision and encouragement to the soccer players.  The 
	children begin ad libbing cries of greeting to Helmut.  He 
	puts his fingers to his lips to silence them and takes his 
	place in the line with his back to them.

	MED. SHOT - HELMUT

	as he stands pretending to watch the soccer game with the 
	others.

				  HELMUT
			(shouting)
		Kick it, Ludwig.  Kick it!

	The prisoner next to him gives him a sidelong glance and 
	nods almost imperceptibly.  Quickly, Helmut ducks behind the 
	line.

	MED. SHOT - HELMUT

	Behind the line as he scurries, bending over, to the fence.  
	The children flock to him.  The CAMERA FOLLOWS him to the 
	fence.

				  CHILDREN
		Doork, Doork, Doork is back.  It's 
		Doork.  It's Doork.

	Helmut tries to silence their squeals of delight.  Holding a 
	finger to his lips:

				  HELMUT
		Shhh.  Shhhh.  The guards...

	The children quiet down and press closer to the fence.  Helmut 
	drops to his knees, looking around.

				  CHILDREN
		Do a trick, Doork.  Please, Doork, 
		please, please.

				  HELMUT
		No, no.  I can't.  The guards won't 
		let me.  Not now.  Maybe some other 
		day.

	CLOSE SHOT - LITTLE GIRL

	This is the same flaxen-haired little five-year-old with a 
	doll we saw before.  She regards Helmut solemnly.

				  LITTLE GIRL
		They're bad.

	MED. SHOT - HELMUT, CHILDREN

	Smiling wryly at the simplicity of this appraisal, Helmut 
	reaches through the fence and pats the head of the girl's 
	doll.

	Eager to touch Helmut, another child take his hand, others 
	grab at his arm.  Still other youngsters, following this 
	lead, try to reach through the fence to touch him.  Obviously 
	enjoying this adulation, Helmut takes as many of the little 
	hands as he can, squeezing them affectionately.  Only one 
	group of eight children hangs back.  They do not seem to 
	understand what this is all about.  Their little faces are 
	fearful, yet they are fascinated by Helmut.  Suddenly one 
	little boy gives a yelp of pain and backs away from the wire, 
	clutching his forearm.

				  HELMUT
		What is it?  What happened?

				  LITTLE GIRL
		He hurt himself.

	Wide-eyed with fright, the little boy takes his hand away 
	from his arm to reveal a nasty looking scratch from one of 
	the barbs on the fence.  Seeing his own injury, the youngster 
	bursts into tears.

				  HELMUT
		Shhh.  Shhh.  Don't cry.  It's going 
		to be all right.
			(to the other children)
		Be careful when you're near this 
		fence.

	He consoles the little boy, who continues to cry and holds 
	up his wounded arm for Helmut to see.  Helmut looks around 
	frantically, as if hoping to find help somewhere.  Then he 
	quickly removes his ascot -- his precious trademark, the 
	symbol of his self-accorded status -- and hands it through 
	the fence.

				  HELMUT
		Here, wrap this around it.  I'll 
		make it all better.

	The little boy goes on crying, but some of the other children 
	take the cravat and fashion it into a crude bandage around 
	the youngster's arm.  It fails to silence the boy's crying, 
	however.

				  HELMUT
			(worried)
		Hush now.  Stop crying.  Please.  
		Look... Look at this.

	He begins shuffling around on his knees, imitating a duck in 
	an effort to appease the crying child.  As he goes, Helmut 
	quacks softly.  The boy stops crying, but his face remains 
	unhappy.  The other children laugh in spite of Helmut's 
	efforts to keep them quiet, all but the group of eight 
	youngsters who only stare at Helmut in awe.  Seeing that he 
	is making progress with the crying child, Helmut next pulls 
	his coat up over his head and, still on his knees, moves 
	around like a headless man, groping ahead with his hands.

	CLOSE SHOT - LITTLE BOY

	His frown gradually dissolves and, in spite of his sniffling, 
	he smiles, timorously at first, then broadly.  Finally, he 
	laughs.

	MED. SHOT - HELMUT, CHILDREN

	Helmut shrugs his jacket back into place and smiles at the 
	boy.

				  HELMUT
		There, that's better.  No more crying 
		now.

	For the first time he notices the other group of frowning 
	children.  Among the other smiling and laughing youngsters, 
	they seem to stand out.  When Helmut fastens a quizzical 
	look on them, they back away a little, fearfully.

				  HELMUT
		What's the matter with them?

				  LITTLE GIRL
		They're new.  We can't understand 
		them.  All they do is cry.

				  OLDER BOY
		They're all the way from 
		Czechoslovakia.

	The eight just start at him wordlessly, their fear naked in 
	their eyes.

				  HELMUT
			(to the silent ones)
		There's nothing to be afraid of.  
		Everything is all right.

	When there is no reaction from the children, who obviously 
	don't understand him, Helmut looks over his shoulder, 
	wondering if he has time.

	MED. LONG SHOT - PRISONERS - HELMUT'S POV

	The prisoners are still rooting for the soccer players, but 
	as Helmut looks, Adolf, in the middle of the cheering section, 
	turns and sees him.

				  ADOLF
			(a hushed call)
		Hurry up.

	MED. SHOT - HELMUT, CHILDREN

	Helmut nods to Adolf and then turns back to the youngsters, 
	afraid but still unable to tear himself away.

				  HELMUT
		Here.  Look.  I'll show you... No 
		noise now.

	In pantomime, he pretends to pull a hair from his head and 
	threads it through an imaginary needle.  Finally accomplishing 
	this, he pretends to be sewing a button on his jacket, holding 
	the thumb of his left hand under the button while he sews 
	with his right.  When he has finished, he pantomimes that he 
	has sews his thumb to the jacket.  He pretends to be 
	embarrassed and tries to hide his hand in his trouser pocket, 
	but in order to put his hand in his pocket the jacket goes 
	too.  The children giggle, then roar with laughter at his 
	frantic efforts to detach his thumb from his jacket.

	The silent children press closer to watch Helmut's antics.  
	Some look at each other and smile, then grin.  Suddenly the 
	entire group is laughing.  Helmut holds up his hands for 
	silence, but the grin on his face says he loves it.

				  HELMUT
		No, no, be quiet.  Be quiet.  Shhh.  
		Shhhh.

	The children go on laughing as if this is just part of the 
	game.

	MED. LONG SHOT - TOWER GUARDS

	The SOUND of the children's laughter floats up to two guards 
	in a tower on the non-Aryan side of camp.  One of them, who 
	has been watching the soccer game below, nudges his partner 
	and points down to Helmut.

	LONG SHOT - PRISON YARD - GUARDS' POV

	Between the children at the fence and the line of soccer 
	spectators we can see only the top of Helmut's head bobbing 
	up and down.  But that is enough.

	MED. LONG SHOT - TOWER GUARDS

	After a long look, one of the guards picks up a telephone 
	and starts to make a call.

	MED. SHOT - HELMUT, CHILDREN

	Helmut seems to have thrown caution away under the stimulus 
	of the children's laughter.  He is on his feet trying a hand 
	spring.  He lands flat on his back, but rolls over on his 
	side and grins broadly at his audience, which laughs 
	appreciatively.  This is the old Doork.  Their Doork.  Again 
	Helmut tries the hand spring and again he flops.

	FULL SHOT - PRISON YARD

	A HIGH ANGLE with Helmut and the children in f.g. and beyond 
	them the Aryan side of the yard.  The soccer game is still 
	in progress, with the spectators on both sides of the action 
	whooping it up.  Then in b.g. we see two soldiers, two SS 
	officers, and the guard in charge of barracks "H", come 
	bursting through the spectators near the huts and into the 
	game itself.  The players slowly subside as they realize 
	what is happening.  They watch the guard cross the yard.  
	The cheering trails off, and the yard becomes strangely quiet, 
	the prisoners' warning to Helmut.

	MED. SHOT - HELMUT, CHILDREN

	Oblivious to all this in his joy at performing for the 
	children again, Helmut is just pretending to slip on something 
	underfoot.  His arms flay the air as he tries to regain his 
	balance, but he falls.  Through this, however, the children 
	seem to be watching something behind Helmut, and when he 
	lands on the ground, they do not laugh.

	Again their faces are frightened as they look o.s.  Helmut 
	looks at them, puzzled.  Then, realizing that something is 
	wrong, he turns and looks up from the ground.

	ANOTHER ANGLE

	SHOOTING PAST Helmut in f.g. toward the guard, SS men, and 
	soldiers, who have come through the line of spectators and 
	stand glowering at him.  The prisoners have moved back, warily 
	watching for the next move.

				  GUARD
		You wouldn't listen, would you?

	Almost wearily, he goes to the fence.  This isn't something 
	he likes, but his authority is at stake here, and he has no 
	choice.  As the CAMERA PANS him to the fence we see that 
	some non-Aryan adults have drifted over to see what the 
	disturbance is.

				  GUARD
			(to the children)
		Go on.  Get back.

	The children don't move.  Their eyes are on Helmut.  The 
	guard shouts over to the adults standing behind the children.

				  GUARD
		You back there, get them out of here.

	The adults begin to gather up the children.

				  HELMUT
		They had nothing to do with it.  It 
		was all my doing.

	The guard turns and comes up to face Helmut.  He studies him 
	for a moment, then hits him a vicious backhand slap across 
	the face.  Taken by surprise, Helmut staggers backward and 
	falls.  A murmur runs through the prisoners.  The children 
	still near the fence, cry out with alarm.  Seeing their 
	terror, Helmut is determined to make it look like just another 
	act.  With a painful effort he gets to his feet, smiles at 
	the children, turns and salutes the guard, knocking himself 
	down again.  A couple of children giggle.  The FIRST SS 
	OFFICER quickly steps forward to stand behind the guard.

	He holds a swagger stick in his right hand, which he 
	repeatedly whacks into the palm of his left hand.  He looks 
	down at Helmut.

				  FIRST SS OFFICER
		Get up.

	Helmut struggles to his feet.  He glances over at the 
	children.  They are all watching him.  He takes a deep breath, 
	winks at the little ones, then salaams before the SS Officer 
	and the guard.  Some of the children giggle.  This infuriates 
	the SS officer.  He raises the swagger stick and brings it 
	down hard on Helmut's head knocking him to his knees.  The 
	children scream with terror.  The SS Officer raises the stick 
	to hit Helmut again, but Keltner, in an almost instinctive 
	reaction, catches hold of his arm.

				  KELTNER
		The children! Not in front of the 
		children!

	TWO SHOT - FIRST SS OFFICER - KELTNER

	The SS Officer turns and brings the stick down on Keltner.  
	He hits him over and over, each blow more vicious.

	MED. SHOT - HELMUT - FRIGHTENED CHILDREN IN B.G.

	Helmut turns away from the beating, pulls his jacket up over 
	his head and starts to walk around like a headless man 
	stumbling and falling over his own feet.  The children, many 
	still screaming, turn their eyes away from the SS Officer to 
	watch Helmut's antics.

	FULL SHOT - FRANZ, GALT, UHLMANN, LUDWIG, ADOLF, HERMAN AND 
	OTHER PRISONERS

	The horror-stricken men stand frozen as the SS Officer 
	continues to hit Keltner until he drops to the ground.  
	Suddenly Franz breaks away from the men and charges at the 
	First SS Officer.

	MED. SHOT - SS OFFICER - FRANZ

	Franz runs INTO CAMERA and attempts to stop the First SS 
	Officer.  The Second SS Officer whips his pistol out, aims 
	carefully and FIRES a shot into Franz's head.

	VARIOUS SHOTS OF THE PRISONERS

	Uhlmann stands speechless and dumbfounded.  Galt cowers.  
	Beads of perspiration pour from his brow.  Adolf weeps bitter 
	tears as Herman places his arm around his shoulder to comfort 
	him, and himself as well.  Ludwig, dead to any emotion, simply 
	turns and walks away into the crowd.

	MED. SHOT - HELMUT

	Helmut is now, more than ever, the clown, as he goes into a 
	frenzied version of the "Clap Dance".  The complete 
	incongruity of his behavior leaves the spectators stunned.

	WIDER ANGLE - SHOWING THE CHILDREN IN B.G.

	The children are no longer screaming, instead they are 
	watching Helmut as though they are hypnotized.

	FULL SHOT - HELMUT, GUARD, SS MEN, OTHER GUARDS

	The guard, fully aware that the sadist SS men may take action 
	against Helmut, quickly motions for two of the other guards 
	to take Helmut away.  The First SS Officer, still panting 
	with exhaustion, shows his approval of the action taken by 
	the guard.  The two guards seize Helmut by the arms and begin 
	dragging him off toward the administration building.  The 
	prisoners move away before the guards holding Helmut, forming 
	a sort of line of march for them.  As they drag Helmut along, 
	he waves back at the children, makes a funny face and moves 
	his feet in something approaching a dance step.

							   DISSOLVE TO:

	INT. SOLITARY CONFINEMENT CELL - NO LIGHT

	SHOOTING FROM THE BACK of the cell toward the door.  The 
	cell is about eight feet long and four feet wide with a steel 
	door at the far end.  The cell is bare.  We HEAR men 
	approaching, and a guard opens the door letting in a shaft 
	of bright light.  Two guards hoist the unconcious Helmut 
	into the cell and drop him onto the floor.

	CLOSE SHOT - HELMUT

	He lies in a heap on the floor, his face swollen from a severe 
	beating.

	MED. SHOT - CELL

	The guards walk out, slamming the door shut leaving the cell 
	pitch dark.

							   DISSOLVE TO:

	CLOSE SHOT - WINDOW WITH WINDOW SHADE

	Window shade quickly rolls up letting in a steam of blinding 
	sunlight.

	INT. COLONEL BESTLER'S OFFICE - DAY

	Lt. Scharff is by the window, having just rolled up the window 
	shade.  Colonel Bestler is on the phone and obviously 
	exasperated by what he is hearing.

	MED. SHOT - BESTLER, SCHARFF

				  BESTLER
			(on phone)
		Yes.
			(pause)
		Yes.  Yes, I understand perfectly.  
		However, I don't see how we can be 
		held responsible.
			(pause)
		Our orders were very clear.  We were 
		to have the freight car ready to be 
		picked up at midnight.
			(pause)
		Of course, I'm aware the operation 
		must be kept secret.
			(pause)
		I just don't have the staff to send 
		down there now and... Yes, I'll wait.

	He puts hand over mouthpiece to talk to Scharff.

				  BESTLER
		The freight car wasn't picked up.

				  SCHARFF
		It's still down there on the siding!

				  BESTLER
		Some stupid mix up.  If they think...

	The SOUND of the voice coming over the phone causes him to 
	literally snap to attention.

				  BESTLER
		Yes, General.
			(pause)
		Yes, I'm as distressed about the 
		situation as you are.
			(long pause during 
			which he nods his 
			head)
		Yes.  Personally!  Immediately!  
		Yes, General.  You can leave it in 
		my hands.
			(pause)
		Heil Hitler!

	He puts down the instrument and turns at once to Scharff.

				  BESTLER
		Who did you leave in charge down 
		there?

				  SCHARFF
		Sergeant Hoffman.  Very reliable.

				  BESTLER
		Apparently not reliable enough.  The 
		cargo seems to be raising quite a 
		fuss.

				  SCHARFF
			(explanatory)
		Fifty children, sir!  In a boxcar!

				  BESTLER
		I know.  I know.  But the siding 
		isn't far from town.  The General 
		doesn't want unauthorized persons 
		getting curious.  Understand?

				  SCHARFF
		I'll get some men down there right 
		away.

				  BESTLER
		Men!  You'll get yourself down there.
		And take at least a dozen guards 
		with you.  Don't let anyone get close 
		to that boxcar...  under any 
		circumstances.  No one !

				  SCHARFF
		Yes, sir.

	Scharff turns to leave the office, but after a few steps he 
	stops and turns back toward Bestler, a look of concern on 
	his face.

				  SCHARFF
		Sir?

	Bestler looks up.

				  SCHARFF
		I wondered, sir, if you might have 
		any suggestions as... well...  how 
		do we quiet children?

				  BESTLER
		Use any method you can, but shut 
		them up.  That's an order.

	Scharff is disappointed at not getting some help from Bestler.  
	Suddenly his face brightens.

				  SCHARFF
		Sir, the clown!

	Bestler looks at him quizzically.

				  SCHARFF
		The one who amused the children

				  BESTLER
		Out of the question.  The man's being 
		disciplined for that very thing.  We 
		can't change our position now.

				  SCHARFF
		No one need know.

				  BESTLER
		He'd know.

	Scharff thinks this over.  Suddenly his face brightens.

				  SCHARFF
		Sir, if I could guarantee he'd never 
		say anything.

	Bestler looks interested.

				  SCHARFF
		You see, sir, he's been trying to 
		get a review of his case.  Claims 
		he's here by mistake.  I could tell 
		him you would recommend the review.

				  BESTLER
		A man who wants something.  Good.  
		Very good strategy, Lieutenant.
			(he turns to face 
			Scharff)
		However, when you bring him back 
		here, return him to solitary and 
		keep him there.
			(a beat)
		I've seen the best of men, after 
		several years in solitary, unable to 
		remember even their own names.

				  SCHARFF
		Then I have your permission to take 
		the clown.

				  BESTLER
		Permission granted.

							   DISSOLVE TO:

	LONG SHOT - OPEN ROAD - DAY

	A small open truck with 12 soldiers in the back, followed by 
	a staff car, move along the road.

	INT. STAFF CAR - MOVING - DAY

	DRIVER is in the front seat, Helmut and Scharff in the back.

	MED. SHOT - HELMUT - SCHARFF

	Helmut has been cleaned up, but still shows the effects of 
	the beating and his stay in solitary.  Holding a small mirror, 
	he is applying his makeup.  He occasionally closes or tries 
	to shade his eyes from the light.  They ride on in silence.  
	Scharff stares straight ahead.

				  HELMUT
		Wish you could've gotten the big 
		shoes.  The children laugh so when 
		they see them flopping up and down.

	Scharff makes no reply.  Helmut starts to put on his big 
	black mouth.

				  HELMUT
			(a touch of the old 
			arrogance)
		The Commandant, himself, asked for 
		me!
			(a beat)
		You say he's personally requesting a 
		review of my case!  Why, that means 
		I'm practically on my way back to 
		Berlin.
			(studies mouth in 
			mirror)
		Should be red.  Mouth looks better 
		in red.
			(a beat)
		Know the first thing I'm going to do 
		when I get to Berlin?  Buy an overcoat 
		with a fur collar.  Had such a coat.  
		Very elegant. Very elegant.
			(finishing the up-
			turned corners of 
			mouth)
		It's a good idea... moving the 
		children.

	Scharff reacts to this.  He looks sharply at Helmut.

				  HELMUT
		Prison's no place for children. I 
		said all along that it was some kind 
		of mistake.

				  SCHARFF
			(uncomfortable)
		Finish your makeup.  We're almost 
		there.

				  HELMUT
		Know what Johann Keltner said?

				  SCHARFF
		Who?

				  HELMUT
		Keltner.  From my barracks.  The 
		minister. He said... Let me think.
		He said... men who wage war on 
		children. That's it. Men who wage 
		war on children... commit such a 
		crime...
			(a beat as he thinks)
		... such a heinous crime.  That's 
		it.  Men who wage war on children 
		commit such a heinous crime that 
		even the devil damns their souls.

	Scharff looks as though he'd just been slapped across the 
	face.  He quickly turns toward the window.  Helmut inspects 
	his reflection in the mirror as he draws black vertical lines 
	down over each eye -- giving him a very lost, sad, dejected 
	look.

	EXT, RAILROAD SIDING - LONG SHOT - DAY

	as the truck and staff car leave the highway and jolt down a 
	short roadway to a railroad siding where a boxcar sits on 
	the tracks.  Uniformed GUARDS stand watch on both sides of 
	the car, which has the door nearest the CAMERA, partially 
	open.  The truck and staff car pull up to the nearest boxcar.  
	The soldiers jump from the rear of the truck, one of them 
	carrying a large burlap sack.

	MED. SHOT

	as Scharff gets out of the car, from the boxcar comes the 
	SOUND of children crying.

				  SCHARFF
			(to Helmut in car)
		Wait here.

	Scharff strides purposefully over to Sergeant Hoffman, the 
	guard beside the open door.  Hoffman salutes Scharff.

				  SCHARFF
		Any word about the train yet?

				  HOFFMAN
		No, sir.  The last we heard -- it 
		won't get here until evening.

				  SCHARFF
		Anyone been around?

				  HOFFMAN
		No, sir.

				  SCHARFF
		With all that wailing, it's a wonder.  
		Couldn't you keep them quiet?

				  HOFFMAN
		I didn't know what to do, Lieutenant.  
		I was afraid to close both doors.

				  SCHARFF
			(to other soldiers)
		Keep a tight guard on the whole area.  
		No one gets near here.  Understand?
			(to Hoffman)
		You post them.

				  HOFFMAN
			(saluting)
		Yes, sir.

	Hoffman moves over to soldiers and begins giving them their 
	orders.

				  SCHARFF
			(to soldier holding 
			the sack)
		Leave that here.

	The soldier puts down the sack, and hurries off after the 
	others with Hoffman leading the way.  Scharff turns toward 
	the staff car.

				  SCHARFF
			(calling to Helmut)
		Over here, Clown.

	Helmut quickly gets out of the car and moves over to Scharff.  
	He looks toward the partially open door.

				  HELMUT
		They're crying.

				  SCHARFF
			(indicating the sack)
		Take that in to them.

	Helmut picks up the sack and peers into it.

				  HELMUT
		What is it?

				  SCHARFF
		Bread.  They won't wait so loud with 
		their mouths full.

				  HELMUT
			(shocked)
		How... how long have they been here?

				  SCHARFF
		You just get in there and keep them 
		quiet.  You can do that, can't you?

	Helmut nods.  Scharff puts his hand on Helmut's shoulder.  
	Helmut stiffens under his touch.

				  SCHARFF
		Do a good job and I'll personally 
		ask that you get a favorable decision 
		on your case.  Understand?

				  HELMUT
		Yes, sir.

	Helmut moves over to the half open door of the boxcar, the 
	CAMERA MOVING with him.  Just before he looks inside, he 
	puts a wide grin on his face.  But when he does peer into 
	the car, his eyes cease to smile.

	INT. BOXCAR - HELMUT'S POV - DAY

	In one end of the car the children are huddled together in 
	one frightened, wailing mass.  They do not even notice Helmut 
	at first, so great is their sorrow.  The little ones cling 
	to the larger youngsters, who, in turn, cling together.  The 
	small ones weep hysterically , as children do when they have 
	been crying for a very long time.  The CAMERA PULLS BACK so 
	that Helmut is in f.g.   He slides the boxcar door open fully, 
	throwing more light on the children.  This brings renewed 
	walls of anguish from the youngsters, who cluster together 
	more fiercely.  But one little boy sneaks a look at the door, 
	expecting to see more guards.  When he sees Helmut, his tear-
	filled eyes widen.  He can scarcely believe what he sees, 
	much less verbalize it.  He tugs frantically at an OLDER 
	GIRL he has been clutching.  She looks first at him, then at 
	Helmut.  She, too, can hardly believe it.

				  OLDER GIRL
			(tentatively)
		Doork?
			(shrill with 
			recognition)
		It's Doork.  It is!  It is!

	The children begin untangling quickly.  Faces appear between 
	legs, around skirts and over shoulders.  For a moment they 
	can only stare at Helmut, speechless with wonder.

				  HELMUT
			(gently)
		So this is where you've been hiding?

	That breaks the silence, and the children begin squealing ad-
	libbed expressions of greeting and relief.  They repeat his 
	name time and again:  "Doork, Doork, Doork."  As one... the 
	youngsters surge toward him.  The little boy who first saw 
	him reaches him first.  He drops to his knees and puts his 
	arms around Helmut's neck, hugging him furiously.  Helmut 
	returns the embrace.

				  BOY
		I want to go home.  Take me home.

				  HELMUT
		Now, now, there's nothing to cry 
		about.  We're going to have fun.
			(disengaging himself 
			and picking up the 
			sack)
		Here.  I brought you something.
			(he tosses it into 
			the car)
		The children pounce on the sack and 
		tug at it, unsure what it is except 
		that it's a gift from Helmut.

				  HELMUT
		Wait now.  Don't open it yet.  Wait'll 
		I get in.  You help me.

	He backs up a few steps, the CAMERA PULLING BACK with him.  
	Then he runs toward the car and, with strength he really 
	doesn't have, jumps up so that he gets his arms on the floor 
	of the boxcar.  He heaves himself forward partially into it, 
	and the children grab his clothes to help him inside.  A 
	couple of the older boys seize the seat of his pants and 
	finally pull him in.

	INT. RAILROAD CAR - DAY

	FAVORING Helmut as he rolls over and jumps up, waggling his 
	head from side to side in the manner of a Jack-in-the-box.  
	The children watch him big-eyed.  A few giggle.

				  HELMUT
		Look, I'm a Jack-in-the-box.

	He gestures around to indicate that he is, indeed, in a box.

				  HELMUT
		We're all Jacks-in-the-box -- the 
		same box.

	The children laugh, and some begin imitating Helmut's head 
	movements.  Others do the same, and still others, including 
	the Czech youngsters, until all are waggling their heads at 
	each other and loving it.  Then, out of sheer adoration, the 
	youngest of the children close in on Helmut and hug him around 
	his legs.  Slowly he stops waggling his head and stretches 
	out his arms to embrace as many of them as he can -- almost 
	as if trying to protect them.  Suddenly the gaiety dissolves, 
	and the children go solemnly silent.  Helmut reacts.

				  HELMUT
		Well... who's hungry.

	Almost in unison, the children shout "I am", again forgetting 
	their unhappiness.

				  HELMUT
		All right, I want everybody to sit 
		down.  When I count three, everybody 
		sit.  Ready?   One, two...

	On the count of two, many of the youngsters sit down.  Helmut 
	feigns surprise.

				  HELMUT
		Oh, you're too fast.  Three!

	This brings a burst of giggles, and the remaining children, 
	sit down... the Czechs following the example of the others.  
	Helmut opens the burlap sack and begins handing out pieces 
	of black bread.  The children grab at the chunks and gnaw it 
	voraciously.  When all of the youngsters have been given the 
	bread, Helmut takes a piece and bites into it with great 
	relish.  After a few chews on the bread:

				  HELMUT
		Now... what'll we do?

	There is a long moment of silence, then the little blonde 
	girl with the rag doll speaks up timidly.

				  LITTLE GIRL
		I want to see my Mommy.

	Helmut is brought up short.  For a beat he searches his brain 
	frantically for an answer.  Then he goes to the child and 
	kneels beside her.

				  HELMUT
		You would?  All right.

				  LITTLE GIRL
		You know where she is?

				  HELMUT
		She's right here with you.

				  LITTLE GIRL
		I don't see her.

				  HELMUT
		That's because you don't know how to 
		look.  I'll show you.  Close your 
		eyes.
			(to the other children)
		All of you... close your eyes.

	The little girl closes her eyes and one by one the other 
	youngsters do also.  The Czech children look at each other, 
	then at the other children, then they too close their eyes.

				  HELMUT
		Everybody's eyes shut?  Now, think 
		about your mommys and Daddys... There, 
		don't you see them?  Can't you see 
		their faces?

	The children, marvelling at this feat, ad lib expressions of 
	assent.

				  HELMUT
		So you see!  They're right here with 
		you.  All you have to do is look in 
		your hearts.

				  LITTLE GIRL
			(putting her hand 
			over her heart)
		Does Mommy see me, Doork?

				  HELMUT
			(deeply touched)
		Yes, she does.  She has you safe in 
		her heart, too.

	The silence in the car tells Helmut that sadness has returned 
	to the children.  He brightens quickly and rises.

				  HELMUT
		I've got an idea.  You all know my 
		name, but I don't know yours.  So 
		let's find out everybody's name, 
		shall we?

	He points to a boy of about ten in the group.

				  HELMUT
		You... come here and I'll show you 
		what we'll do.

	The boy, honored at being singled out, rises and comes to 
	Helmut, who takes a stubby pencil from his pocket.

				  HELMUT
		What's your name?

				  BOY
			(timidly)
		Willie.

				  HELMUT
		Willie.  That's a good name.  How do 
		you spell it?

				  BOY
		W-I-L-L-I-E.

				  HELMUT
		Fine.  I'll just write that on top 
		of your head.

	Using the eraser end of the pencil, Helmut carefully traces 
	the letters on top of the boy's head.  The youngster peers 
	upward, wondering.

				  HELMUT
		There.  See, this way we'll all be 
		able to tell everybody else's name 
		just by looking at his head.

	CLOSE SHOT - BOY

	still looking up, but now doubtful.

				  BOY
		Did you really?

	MED. SHOT - THE GROUP

				  HELMUT
		Of course I did.  Here...

	He pulls an older boy to his feet, winks at him and points 
	to the first boy's head.

				  HELMUT
			(to the older boy)
		Tell him what it says.

				  OLDER BOY
			(giggling)
		It says Willie.

				  BOY
			(impressed)
		Really?  Truly?

	He puts his hand to his head.

				  HELMUT
		Be careful.  Don't smear it.
			(he glances around)
		Let's see now... Yes.  You shall be 
		next.

	He points to a Czech girl of about six.  He motions for her 
	to come over to him.  She shyly bows her head.  Her friends 
	push her forward. Helmut holds out his hand to her, she grabs 
	it.

				  HELMUT
		What is your name?

	She looks at him, then at the other Czech children.  They 
	all giggle.

				  HELMUT
			(squatting down beside 
			her)
		Forgive me.  I don't speak your 
		language.

	He gently plants a kiss on her cheek and she puts an arm 
	around his neck.

				  HELMUT
			(to others)
		See!  We understand each other.  
		Now...
			(he points to Willie)
		Willie.
			(he points to himself)
		Doork.
			(points again to Willie)
		Willie.
			(pointing to himself)
		Doork.

	The child's eyes light up and she whispers into Helmut's 
	ear.

				  HELMUT
		A beautiful name!  Now you tell all 
		the children.

				  CZECH GIRL
			(almost a whisper)
		Inga.

				  HELMUT
		It's such a pretty name... say it 
		again.

				  CZECH GIRL
			(more sure of herself)
		Inga!

	She quickly bows her head for Helmut to outline her name on 
	the top of it.

				  HELMUT
			(with a flourish of 
			his pencil)
		I-N-G-A.  There it is.

	The little girl gives a quick curtsy and hurries back to her 
	group.  Helmut glances around at the children.

				  HELMUT
		Let's see now.  Who wants to be next.

	The little girl with the doll presses forward.

				  HELMUT
		You?

	Shaking her head she holds up the doll.

				  HELMUT
		Her?

				  LITTLE GIRL
		So the little children will know her 
		name.

				  HELMUT
		Of course.  That way she can't get 
		lost, can she?  What's her name?

				  LITTLE GIRL
		Frederika.

				  HELMUT
			(mock dismay)
		Frederika?

	He studies the top of doll's tiny head.  Then he holds up 
	his hand and measures off a distance of about three inches 
	in the air with thumb and forefinger.

				  HELMUT
		Frederika!

	Next he puts the doll's head between his thumb and forefinger, 
	illustrating that the head is too small for the name.

				  HELMUT
		Couldn't we just make it Freda?

				  LITTLE GIRL
			(solemnly)
		Oh, no!  Frederika.

	Helmut shrugs, closes one eye and begins writing in tiny 
	letters on the doll's head.  The children laugh delightedly.

	EXT. RAILROAD SIDING - FULL SHOT - DAY

	Sergeant Hoffmann is walking his post beside the open door 
	of the boxcar.  Inside we can see Helmut and the children 
	and HEAR their laughter.

	The CAMERA PANS over to the staff car, where Scharff sits in 
	the front seat smoking a cigarette and waiting.

							   DISSOLVE TO:

	EXT. RAILROAD SIDING - FULL SHOT - AFTERNOON

	It is perhaps two hours later.   Sergeant Hoffman is now 
	leaning wearily against the boxcar near the door.  The CAMERA 
	PANS over to the staff car, where Scharff is dozing in the 
	back seat.

	MED. SHOT - SERGEANT HOFFMAN

	From within the boxcar we can HEAR Helmut SINGING softly to 
	the children.  Sergeant Hoffman is listening.  Finally he 
	takes something from his pocket, goes to the door of the 
	boxcar and sticks his head inside.

	INT BOXCAR

	The children are scattered about, either sleeping or near 
	sleep, many of them cuddled close to Helmut, who sits near 
	the door with his back against the side of the car, crooning.

				  SERGEANT HOFFMAN
			(whispering)
		Clown.  Clown, can you play one of 
		these?

	He holds out a harmonica.  Helmut leans over to get it, being 
	careful not to disturb the children.

				  SERGEANT HOFFMAN
		I got it to send home to my boy...  
		but if it'll help...

	TWO SHOT - HELMUT, HOFFMAN

				  HELMUT
		It will.  It will.
			(he takes it)

				  SERGEANT HOFFMAN
		You won't say anything to the 
		Lieutenant.

				  HELMUT
		I promise.

	He leans back and looks at the harmonica, then he has a sudden 
	thought as Hoffman's head disappears.  He leans back toward 
	the door.

				  HELMUT
		Guard... guard.

	Hoffman reappears at door.

				  HELMUT
		It's going to be dark soon.  The 
		little ones may be afraid.  Do you 
		think... well... could you get some 
		kind of a light for in here?

				  SERGEANT HOFFMAN
			(angry)
		Want to get me in trouble?

	Helmut nods that he understands Hoffman's situation.

				  SERGEANT HOFFMAN
			(trying to justify 
			himself)
		I would if I could.

				  HELMUT
		I know.  I know you would.

	Again Hoffman's face disappears.  Helmut leans back and begins 
	experimenting with the harmonica.  Actually he can play it 
	only slightly, but he manages to get some sort of soft tune 
	out of it.  The CAMERA PULLS BACK SLOWLY to include the 
	children, most of who are resting peacefully, secure in 
	Helmut's presence.  But suddenly a little dark haired, dark-
	eyed girl of about six, sits upright and cries out, frightened 
	by a bad dream.  Helmut reacts.  The child looks around the 
	boxcar as if she can't remember how she got there and begins 
	crying inconsolably.  Some of the other children stir.  Helmut 
	quickly but carefully disengages himself from the tots around 
	him and picks his way over to the girl.  He kneels beside 
	her, and the CAMERA MOVES UP to --

	TIGHT TWO SHOT - HELMUT, DARK-EYED GIRL

	The child continues crying, but more softly, he wide wet 
	eyes on Helmut.

				  HELMUT
			(gently)
		What's the matter?
			(she only stares at 
			him)
		It's all right -- just a bad dream.

	He tries to put a comforting arm around her, but she shrinks 
	away continuing to sob softly.  Realizing that words won't 
	help, he turns to the harmonica for communication, serenading 
	her with a soft but sprightly tune of his own improvisation.  
	It is hardly a masterpiece, but it has the desired effect.  
	The girl stops sobbing, and when Helmut finishes the tune he 
	makes a real funny face and she timorously puts a hand up to 
	touch his make-up, but pulls it back quickly.  With an 
	affectionate smile, Helmut takes her hand and runs it over 
	his face, pretending that her touch tickles him.  As he 
	laughs, the child begins to smile faintly.  He shows her the 
	traces of chalk make-up on her fingers, and she giggles.  
	His conquest is all but complete.  He picks the youngster 
	up, and holding her like a dancing partner, pretends to dance 
	with her to a little tune he hums.  She loves this and laughs 
	outright.  When Helmut finally puts her down, he kisses her 
	on the cheek and turns his cheek in an unspoken request for 
	a return kiss.  The girl shyly and quickly gives Helmut's 
	cheek a peck.  Grinning, Helmut pats the spot where she kissed 
	him to show his appreciation for her wonderful gift.

	WIDER ANGLE

	The older girl we saw earlier calls to him in a hushed voice.

				  OLDER GIRL
		Doork.

	Helmut moves over and squats down beside her and the CAMERA 
	MOVES IN to --

	CLOSE TWO SHOT - HELMUT, OLDER GIRL

				  OLDER GIRL
		Where are they sending us?

				  HELMUT
			(shaking his head)
		Don't know.

				  OLDER GIRL
		Do you have children?

	Helmut looks around at the children.  He smiles sadly.

				  HELMUT
		I do now.

							   DISSOLVE TO:

	INT. STAFF CAR - NEAR DUSK

	Scharff, dozing in the back seat, is awakened by the SOUND 
	of an approaching train o.s.  He listens, glances at his 
	watch, shakes his head and gets out of the car.

	EXT. RAILROAD SIDING - NEAR DUSK

	As Scharff strides to the boxcar, where Sergeant Hoffman has 
	also hear the locomotive.  He salutes as Scharff comes up, 
	the CAMERA FOLLOWING him.

				  SCHARFF
		It finally got here.

				  SERGEANT HOFFMAN
		Yes, sir.

				  SCHARFF
		Help them get the car coupled on.

	We want to move it out of here as fast as possible.  Be sure 
	the doors are locked.  And, get the clown off.

	Hoffman salutes, and Scharff moves off toward the approaching 
	locomotive and freight cars being backed up to the boxcar.

	FULL SHOT - FREIGHT TRAIN - (STOCK)

	It is backing down the siding toward the boxcar.

	MED. SHOT - SERGEANT HOFFMAN

	With a cautious look around, he reaches under the waiting 
	boxcar and brings out a box-type, battery operated lantern.  
	He goes to the boxcar door and peers inside.

				  SERGEANT HOFFMAN
			(calling)
		All right, clown, time to get off.

	Helmut appears at the door and looks down.

				  HELMUT
		What is it?

				  SERGEANT HOFFMAN
		Train is here.  They are hooking it 
		up now.
			(he hoists the lantern 
			inside)
		Here.  Tell them not to light it up 
		until the doors are closed.

	Helmut gives him a look of deep gratitude.

				  SERGEANT HOFFMAN
			(curtly)
		And get off right now.

	Just then the boxcar is jolted as the locomotive makes contact 
	and Hoffman runs off toward the front of the car.

	INT. BOXCAR - EVENING

	The jolt has awakened several of the children, who gather 
	around Helmut in the dimness of the car, frightened and 
	bewildered.

				  CHILDREN
		We're moving.  What's happening?  
		What was the noise?  Doork, where 
		are we going?

				  HELMUT
			(forced gaiety)
		It's nothing.  You're going for a 
		train ride.  What do you think of 
		that?  A real train ride.

				  CHILDREN
			(pressing close -- 
			sensing his anxiety)
		Is it far?  Are you coming, too?  I 
		don't want a train ride.

				  HELMUT
		Oh, it'll be fun.  I would like to 
		come, but I don't think I can.

				  CHILDREN
			(pleading)
		Please come, Doork.  Please.  Please.  
		Please.

				  HELMUT
		I can't.  They want me to stay here.

	There are cries from the children, whose pleading eyes make 
	Helmut terribly uncomfortable.  He backs toward the door.

				  HELMUT
		But... I'll come to see you.  Soon 
		as I can. And, I want you all to 
		promise me to be very good.  No 
		crying.

	The children stare at him silently, their eyes unconsciously 
	accusing.  With him goes all their security.  Helmut knows 
	it, but he has no choice.  When he reaches the door...

				  HELMUT
		If you want me...  remember, just 
		close your eyes.

	CLOSE SHOT - LITTLE GIRL WITH THE DARK EYES

	Wordlessly, she shuts her eyes -- tight.

	PAN SHOT - CHILDREN

	Following the dark-eyed girl's example, the smaller children 
	one by one, close their eyes.

	CLOSE SHOT - HELMUT

	Near tears with emotion, he wavers.  Then with great control..

				  HELMUT
			(huskily)
		Goodbye.

	MED. SHOT - HELMUT

	He turns and sits down on the floor of the car with his feet 
	hanging outside.  He is just about to jump down when he is 
	stopped by a LOUD WAIL of anguish from one of the children 
	behind him.  He turns and looks back at them.

	MED. SHOT - CHILDREN - HELMUT'S POV

	A BOY of about six, one of the Czech youngsters, is crying 
	with the dejection of a lad who has just lost everything.  
	The other little Czechs and the older girl who first 
	recognized Helmut at the boxcar door are trying unsuccessfully 
	to console him.  Between cooing and patting the boy's 
	shoulder, the girl throws accusing looks at Helmut.

	WIDER ANGLE - TO INCLUDE HELMUT

	Uncertain what to do, Helmut glances around outside.  
	Satisfied that the train isn't going to move at once, he 
	gets up and goes to the children.

				  HELMUT
		What's this now?  Crying?  After all 
		the fun we've had?

	The boy only looks at Helmut and goes right on crying.  Helmut 
	looks helplessly at the older girl.

				  GIRL
		It's his birthday.  He thought there 
		would be presents.

				  HELMUT
			(to girl)
		He's a Czech.   Do you speak...

				  GIRL
			(annoyed)
		Of course not!

	Helmut is angry with the girl because he really wants to get 
	off the train and yet can't because of the accusing look in 
	her eyes.

				  HELMUT
			(pointedly)
		Then how do you know it's his... 
		birthday?

				  GIRL
			(with typical child 
			logic)
		He told me.

				  HELMUT
		He speaks German?

				  GIRL
		No.

				  HELMUT
		But he told you it's his birthday?

	The girl nods firmly as do the other children.  The boy 
	watches it all, wide-eyed.  Helmut figures to put an end to 
	this.

				  HELMUT
		What date is this?

				  GIRL
			(after thinking it 
			over)
		Why, it's his birthday!

	This is too much for Helmut to fathom.  He turns his head 
	away, trying to think.

				  GIRL
		Don't you believe him?

	Helmut turns back to them, looking first at the girl, then 
	at the boy, his little upturned tear-stained face full of 
	wonder.  Helmut softens, recalling perhaps his own birthday 
	disappointment.

				  HELMUT
		Of course, I do.
			(pats boy's head)
		Tell him I wish him a happy birthday.

				  GIRL
		He knows that.  But... but what're 
		you going to do about a present?

	Helmut fans his clothes, finds the harmonica and produces it 
	with a flourish.

				  HELMUT
		Aha, the very thing.  He can be the 
		clown while I'm gone.

	ANOTHER ANGLE - FAVORING THE CZECH BOY

	As Helmut bows and holds out the harmonica to him.

				  HELMUT
		Happy birthday.

	The boy looks solemnly at Helmut and the harmonica.  He 
	doesn't quite seem to understand what this is all about, but 
	the harmonica is enticing.  He looks up at his countrymen 
	for encouragement.  They smile at him, and he takes the 
	harmonica, examines it, then blows into it experimentally.  
	When he hears the SOUND that comes out, he brightens.  Then 
	the little girl with the rag doll comes forward and offers 
	it to the boy.  He looks at her strangely, one of the older 
	German boys scoffs.

				  GERMAN BOY
		He's a boy!  Dolls are for girls.

	The little girl is hurt, and looks to Helmut for support.

				  HELMUT
		When you give something you love...  
		it doesn't matter if it's the right 
		thing.

	He takes the doll and puts one of it's hands in the boy's 
	hand, the other in the little girl's.  They stand looking at 
	each other and sharing the doll.  Helmut looks towards the 
	door apprehensively, but there seems to be no action outside -- 
	and there are the eyes of the children on him.

				  HELMUT
		Maybe we have time for a birthday 
		game.  A quick one.  Let me take a 
		look.

	INT. BOXCAR - FULL SHOT

	Helmut goes back to the door.  He glances around outside.  
	There still seems to be time.  He returns to the children.

				  HELMUT
		Everybody line up behind me now, and 
		I'll show you how a train goes.  
		Wait -- the harmonica.

	Helmut looks around for the new owner of the harmonica.  He 
	goes over to him.

				  HELMUT
		May I borrow it back... for just a 
		minute or two?

	The boy studies him dubiously with that "Indian-giver" look 
	in his eyes.

				  HELMUT
		For just a minute -- then I'll give 
		it right back to you.
			(trying a sort of 
			sign language)
		Just for the game.

	Finally the boy hands over the harmonica and manages a smile 
	because he sees all the other children smiling at him.

				  HELMUT
		Good.  Now everybody...  line up 
		behind me.

	The children scramble into line behind him.  Helmut looks 
	back at them.

				  HELMUT
		Grab hold of the one in front of 
		you...  'cause we're going to be a 
		fast express train.

	The children, laughing and giggling, grab hold of one another.

				  HELMUT
			(calling out)
		All aboard.  All aboard.

	He puts the harmonica to his lips and begins huffing and 
	puffing on it, imitating a train.  He begins to shuffle his 
	feet and move slowly down the side of the car... the children 
	holding on for dear life and following him... their eyes 
	shining with expectation as Helmut begins to quicken his 
	pace.

								   CUT TO:

	INT. BOXCAR - NEARLY DARK

	Dim shafts of light from the two small square vent openings 
	near the top on each side, gives the boxcar an eerie look.  
	Helmut stops abruptly as he hears the slamming of the door.  
	The children pile up behind him.

				  HELMUT
		WAIT!

	He moves quickly to the door and tugs at it.  Finding it 
	locked, he pounds on it.

				  HELMUT
		Open the door!  Let me out...  LET 
		ME OUT!

	But the train NOISES drown his voice.  Then the boxcar 
	suddenly lurches and starts to move forward.  Helmut's 
	pounding weakens and stops.  He turns from the door, his 
	face reflecting his fright.  The children, not quite 
	understanding what has happened, gather around him, and pull 
	on him.  He manages to control his fear, and looking at the 
	children, he manages a big smile.

				  HELMUT
		Guess I'm going with you after all.

	He switches on the lantern and holds it high so its rays 
	cover all the children.

				  CHILD
		Let's play some more, Doork?

	Helmut glances down at the tot, started by the suggestion.  
	Then he nods in a stunned sort of way.  He puts the harmonica 
	to his mouth and begins puffing on it.

								   CUT TO:

	EXT. RAILROAD SIDING - EVENING

	Scharff and Sergeant Hoffman stand watching the boxcar move 
	away.

	MED. TWO SHOT - SCHARFF, HOFFMAN

				  SCHARFF
		I'm glad that's over.  Call in the 
		sentries.

				  SERGEANT HOFFMAN
		Yes, sir.

	He starts to move away.

				  SCHARFF
		Kessler in the car?

				  SERGEANT HOFFMAN
		Kessler?

				  SCHARFF
		The clown?

				  SERGEANT HOFFMAN
			(looking around)
		I... I guess he is, sir.

				  SCHARFF
		You GUESS!

	Scharff races to the car with Sergeant Hoffman right behind 
	him. The CAMERA FOLLOWS them.

	Scharff peers inside and finds the car empty.  With an angry 
	glance at Hoffman, he hurries to the truck and looks in the 
	cab.  It too is empty.

				  SCHARFF
			(moving back toward 
			Hoffman)
		I told you to get him off the train.

				  SERGEANT HOFFMAN
		I told him, sir.  HE was standing 
		right by the door.  I'm sure he got 
		off.

				  SCHARFF
		Did you see him?

				  SERGEANT HOFFMAN
		Why, I...

				  SCHARFF
		DID you?

				  SERGEANT HOFFMAN
		You told me to see that the car was 
		coupled on.  When I came back...  
		Why wouldn't he get off?

				  SCHARFF
		Idiot!
			(shouting)
		Guards.  GUARDS!

	The other soldiers come running from o.s.

				  SCHARFF
		The clown prisoner is missing.  He 
		may have escaped.  Search the area.  
		If he got off the train he must be 
		around here someplace.

	The soldiers rush o.s. into the deepening darkness.

	CLOSE TWO SHOT - SCHARFF, HOFFMAN

				  SCHARFF
		You know what happens if he gets 
		away.

				  SERGEANT HOFFMAN
			(hopefully)
		He can't get very far.

	Scharff looks o.s. after the disappearing train.

				  SCHARFF
		If he's on that train -- he's going 
		farther than you know ---

								   CUT TO:

	LONG SHOT - TRAIN - EVENING (STOCK)

	The rear of the boxcar is just disappearing from sight in 
	the darkness.

	CLOSEUP - SCHARFF

				  SCHARFF
		... or he knows.

							   DISSOLVE TO:

	INT. BOXCAR - MOVING - DAY

	It is the next morning.  Light is coming from the vents and 
	the lantern which hangs from a peg in the middle of the right 
	side of the car.  Helmut is asleep on the floor with the 
	children huddled around him.  He lies on his side with one 
	arm thrown protectively over the little Czech girl, Inga, 
	and Willie.  Behind him, the Czech birthday boy and the girl 
	with the doll are cuddled close to him.  Other youngsters 
	have their heads on his legs and feet, and all are as close 
	to him as they can get.

	He is, in fact, a sort of human bed.  From the train NOISES 
	o.s. we can tell that the freight train is slowing down.  
	Then, with a jolt, it stops, and o.s. we HEAR a truck engine 
	approaching.  Helmut stirs and sits up, trying to get his 
	bearings.  This arouses some of the children and they too 
	sit up and look around.

				  CHILDREN
		What is it?  Are we there, Doork?
		Where are we?  Why are we stopping?

				  HELMUT
		I don't know.

	He untangles himself, rises and stretches his numbed arms 
	and legs.  He starts toward the door, but it slides open 
	suddenly and a BURLY GUARD vaults inside.   Behind him we 
	see a truck similar to a moving van being backed up to the 
	boxcar.  Helmut blinks uncertainly at the light pouring 
	through the door.

				  BURLY GUARD
		Everybody up.  No noise.

	The children are too startled to move.  The guard notices 
	Helmut and reacts.

				  BURLY GUARD
		Who the hell are you?

				  HELMUT
		Where are we?

				  BURLY GUARD
		How the devil did you get in here?

				  HELMUT
		I... I'm from the other prison.  Got 
		locked in -- by accident.

				  BURLY GUARD
		Ah, for...
			(shouting out the 
			door)
		Sergeant!

								   CUT TO:

	EXT BOXCAR - DAY

	We see now that the train has stopped at an isolated siding.  
	The truck has backed up almost to the door of the boxcar.  A 
	SERGEANT climbs down from the cab of the van and hurries to 
	the boxcar door, the CAMERA PANNING him there.

				  SERGEANT
		What's the matter?

				  BURLY GUARD
		Look at this.  He's from the other 
		camp.  Got in here with the shipment.

				  SERGEANT
		How did that happen?

				  HELMUT
		I... I was taking care of the children 
		back there and... accidentally got 
		locked in.

				  SERGEANT
		Of all the... What's your name?

				  HELMUT
			(realizing he's in 
			big trouble)
		Doork.  Helmut Doork.

	The Sergeant fumes for a moment, then...

				  SERGEANT
			(to the guard)
		Put him in the truck with the others.  
		And, let's get going.

								   CUT TO:

	INT. BOXCAR - DAY

	ANGLE to the door as the Sergeant disappears.  Reaching out, 
	the Burly Guard lowers the tailgate of the truck so that it 
	forms a bridge to the boxcar.

				  BURLY GUARD
			(to the children)
		All right, in the truck, quick now!

	The children, most of whom are on their feet now, hesitate, 
	looking to Helmut for guidance.  The guard seizes one 
	youngster and shoves him toward the door.  Instead, however, 
	the child flies to Helmut and grabs him around the legs.

				  BURLY GUARD
		I said move!

				  HELMUT
			(quickly)
		Wait.  Let me.
			(to the children)
		Everybody up.  Come on.  Up, up, up.

	He moves around, helping the still seated children to their 
	feet.  When they're all up...

				  SERGEANT
			(to Helmut)
		Not you.

				  HELMUT
		Don't you want me to stay with them?  
		They'll be frightened without me.

				  BURLY GUARD
		Not for long, they won't.

				  SERGEANT
			(to guard)
		That's enough.  Get them inside and 
		keep them quiet.

	Burly guard starts to prod the children but they don't move, 
	their eyes are fixed on Helmut.

				  BURLY GUARD
			(threateningly)
		MOVE!

				  HELMUT
		Do as he says.  And, don't worry, 
		I'll be with you soon.  I promise.

	Reluctantly, the children march off.  They look back 
	frequently at Helmut who waves to them.

				  SERGEANT
			(to Helmut)
		Come along, now.

	They walk over to a two-story building.  Helmut looks back 
	in the direction of the children, then looks about the camp.

				  HELMUT
		This is just another prison.

				  SERGEANT
		What'd you expect?

				  HELMUT
		I thought the children were going to 
		a better place.

	The Sergeant, with an incredulous look on his face, stares 
	at Helmut.

	INT. CELL - DAY

	The cell is a small, bare cubicle containing only a cot and 
	an open toilet.  In the wall, fronting on the prison yard, 
	there is a small barred window.  Helmut stops pacing and 
	moves over to it, and looks out.  The CAMERA SWINGS so that 
	it is SHOOTING PAST Helmut's head through the window.  At 
	the far end of the yard we can see the windowless stone 
	buildings.  As Helmut stares out at them, we HEAR approaching 
	footsteps. Helmut stiffens, turns toward the door as the 
	SOUND of the footsteps grows louder and louder.

	The CAMERA SWINGS toward the door as it opens to reveal 
	CAPTAIN CURT RUNKEL, a slender, impeccably groomed and 
	thoroughly Nazified officer of the elite S.S.  He is the 
	embodiment of all Hitlerian ideals.  Runkel strides into the 
	cell.

				  RUNKEL
			(over shoulder to 
			guard at door)
		Close the door, and wait out there.

	Guard closes the door.  Runkel studies Helmut coldly.  Without 
	taking his eyes off Helmut, he pulls out a cigarette case, 
	takes out cigarette, lights it and slowly inhales.

				  RUNKEL
		You're a remarkable man.  Very 
		remarkable.

	Helmut stirs uneasily.

				  RUNKEL
		Have you any idea where you are?

	Helmut shakes his head.

				  RUNKEL
		Auschwitz.  This is Auschwitz.
			(a beat)
		Mean anything to you?
			(before Helmut can 
			answer)
		You may have observed we're enlarging 
		our facilities.

	He moves over to the window and looks out, puffing slowly on 
	his cigarette.

				  RUNKEL
		Still a great deal of work to be 
		done.
			(proudly)
		It's going to be our most efficient, 
		most modern prison.
			(he turns and smiles)
		And, I might add, most unique.
			(walks back towards 
			Helmut, studying him 
			carefully)

				  RUNKEL
		Yes, you are a remarkable man.  I 
		always wonder about remarkable men.
			(then evenly)
		Why did you come here?

				  HELMUT
		I explained.  I got locked in the 
		boxcar and...

				  RUNKEL
			(cuts in - still bland)
		Ah, yes.  An accident.  Unavoidable 
		I suppose.

				  HELMUT
		I was taking care -- I mean, the 
		Commandant requested me to take care 
		of the children.

				  RUNKEL
			(a slight note of 
			mockery)
		The Commandant!

	Runkel tosses his cigarette on the floor and very deliberately 
	grinds it out with his boot.

				  RUNKEL
		I've spoken to YOUR Commandant.  He 
		hs you listed as an escaped prisoner.

				  HELMUT
		Escaped!  But...

				  RUNKEL
			(finishing it for him)
		... it was an accident.
			(his face close to 
			Helmut's)
		Are you one of them, clown?

				  HELMUT
			(terrorized at the 
			thought of death)
		No... no!  I'm not one of them.  I'm 
		not !

	Runkel smiles, moves away from Helmut.

				  RUNKEL
		You misunderstand completely.  The 
		Judas goat is never killed.  He isn't 
		worth killing.
			(moves to cell door)
		I'm just asking you to lead them.

	ANOTHER ANGLE - FAVORING HELMUT

	His eyes plead, "No.  I can't do it.  No."

				  RUNKEL
		Not... even to save your own life?

	For a brief moment, Helmut struggles to find the courage to 
	stand up to Runkel -- but he has no courage and he sinks 
	slowly to his knees, his head bowed.

	CLOSE SHOT - RUNKEL

				  RUNKEL
			(victorious)
		I'm glad to see you're not a self-
		appointed martyr.

	TWO SHOT - HELMUT, RUNKEL

	Runkel towers above Helmut who sits back on his haunches, 
	leaning against the wall.

				  RUNKEL
		Just think!  Now you're really one 
		of us.

	The truth of Runkel's remark hits Helmut like a devastating 
	blow.   He turns his face to the wall in shame.  Runkel walks 
	to the door, raps on it, the guard outside swings it open.

				  HELMUT
			(attempting to get to 
			his feet)
		Sir... Sir... could I... could I 
		have a little time with them before 
		... before...

	His voice trails off.  Runkel looks at Helmut while he thinks 
	it over.  He moves back to the middle of the cell.

				  RUNKEL
		Yes.  Yes, of course.
			(he looks at his watch)
		I can give you about half an hour.
			(a little smile lights 
			his face)
		You see, we're not heartless men 
		here.

							   DISSOLVE TO:

	EXT. CHILDRENS' HUT - DAY

	ANGLE to the door as Helmut and the Sergeant approach from 
	o.s.  Helmut has freshened his make-up.

				  SERGEANT
		Remember what I told you.

				  HELMUT
		There won't be any trouble.

	Helmut goes to the door and starts to open it.  The CAMERA 
	MOVES UP to --

	CLOSE SHOT - HELMUT

	With a great effort, he composes himself and throws open the 
	door.

								   CUT TO:

	INT. CHILDRENS' HUT - DAY

	ANGLE to the door, where Helmut stands wearing an enormous 
	grin.  The children are about the barren room in little 
	groups.  When they see Helmut, they leap up and run to him, 
	clinging to him as he closes the door behind him and moves 
	into the room.

				  CHILDREN
		Doork, Doork, you came back.  You 
		came back.  We thought you'd left 
		us.  Don't leave us, Doork.

	The children continue to ad lib expressions of mingled fear 
	and delight at his return.  Helmut goes among them, patting 
	their heads comfortingly.

				  HELMUT
		There.  There.  It's all right. It's 
		all right.   Everything is going to 
		be all right.

	When the youngsters are calmed, Helmut holds up his hands 
	for silence.

				  HELMUT
		Now I want everyone to put on a big 
		smile and sit down, because we're 
		going to have more fun than we've 
		ever had.

	Slowly, still unconvinced that they have nothing to fear, 
	the children sit on the floor.

				  HELMUT
		Good.  We'll start by seeing that we 
		all have our names on our heads.

	The children begin to lower their heads so Helmut can check 
	to see if their names are still there.

				  HELMUT
			(as he moves among 
			them)
		Yes, yes.  There's Fritz, Maria, 
		Sadie, Inga, Josef, Nathan, Helga, 
		Willie...

	The little girl with the rag doll holds up the doll for Helmut 
	to see.

				  HELMUT
		Ah, yes, Frederika!  Good.  I see 
		all of your names.

	This is almost too much for Helmut, but he manages to control 
	himself by turning away for a beat.  Then he turns back to 
	the children, his big smile back in place.

				  HELMUT
		Now... on with the show.  Just watch 
		this.

								   CUT TO:

	PAN SHOT - CHILDREN

	Their little faces are troubled, worried.

							   DISSOLVE TO:

	PAN SHOT - CHILDREN

	It is a half hour later, and now the children are laughing 
	at something Helmut is doing o.s.  The CAMERA PULLS BACK to --

	MED. SHOT - THE GROUP

	Helmut is walking an imaginary tightrope.  Every few steps 
	he almost loses his balance, but with comical gyrations he 
	manages to complete the walk.  He bows deeply to the children -- 
	and falls flat on his face.  The youngsters laugh, applaud 
	and squeal delightedly.

	TWO SHOT - HELMUT, WILLIE

	Helmut is lying on the floor near the boy.  He looks up at 
	the tot and grins.

				  WILLIE
		Doork!  Doork... you're great !

	Helmut grabs Willie and holds him close while he fights back 
	his tears.   Willie plants a big kiss on his cheek.  Helmut 
	scrambles to his feet, the CAMERA PULLING BACK to --

	WIDER ANGLE

	SHOOTING PAST Helmut to the door as it opens, revealing the 
	Sergeant, his face expressionless.  Helmut reacts.

				  SERGEANT
			(to Helmut)
		It's time.

				  HELMUT
		Just a few more minutes?

	The sergeant shakes his head.

				  HELMUT
		I'll bring them.

	The children are watching him, puzzled.

				  CHILDREN
		What's the matter, Doork?  Where are 
		we going?  You come with us this 
		time.  Where're they taking us.

				  HELMUT
			(trying to think what 
			to say)
		They... they want us to move to 
		another building... where we'll have 
		more room... to play.
			(a beat)
		Tell you what.  Let's make it a big 
		circus parade.  Everybody get in a 
		line behind...

	He picks up Willie and stands him near the door.

				  HELMUT
			(continuing)
		... behind Willie here.

	The children scramble up and begin forming a line behind the 
	very proud Willie.  Helmut looks around for the boy with the 
	harmonica.

				  HELMUT
		Now, where's our band?  The harmonica?

	He sees the boy and goes to him.  Helmut pantomimes playing 
	the harmonica and points to himself.  The boy smiles widely, 
	fishes the harmonica out of his pocket and holds it up.

				  HELMUT
		There we are?  Everybody ready?  
		Here we go.

	Helmut takes his place at the head of the line, like the 
	Pied Piper, leads the youngsters out the door, playing a 
	crude sort of circus parade music.  The little children giggle 
	excitedly as they troupe out.  The older ones seem less 
	certain, but as long as Helmut is with them, they feel secure.

								   CUT TO:

	EXT. PRISON YARD - DAY

	As the procession of youngsters emerges from the barracks 
	with Helmut dancing along at its head.  The Sergeant and the 
	other two Guards stand watching in disbelief as the line 
	turns and moves along toward the first of the windowless 
	buildings.

	MED. SHOT - SERGEANT, GUARDS

	They look at each other incredulously.  What they are seeing 
	surpasses their imagination.

	FULL SHOT - HELMUT, CHILDREN

	SHOOTING from a HIGH ANGLE as the procession moves toward 
	the CAMERA.  Helmut looks back at his charges from time to 
	time, smiling and waving and always puffing away on the 
	harmonica.  The children smile back, some timidly and some a 
	bit fearfully, but all smile.

	PAN SHOT - PARADE

	CAMERA PANS in on the children as they march behind Helmut.  
	We see some of them strutting, their little arms swinging 
	freely.  Some of the little ones have to skip to keep up 
	with the others.  They are all smiling.

	CLOSE SHOT - HELMUT

	With each step, Helmut looks about, his eyes searching heaven, 
	praying for the miracle that will save the children... the 
	sudden blast of thunder, the striking down of the guards.

	CLOSE SHOT - SERGEANT, GUARDS

	As they follow the parade warily, almost as if expecting a 
	trick.  They wear scowls worn into their faces by long use.

	MED. SHOT - BUILDING - HELMUT'S POV

	Its steel door gapes open.  Through the open doorway we can 
	see a bare room in which what appears to be shower heads 
	jutting from the wall.  A single ceiling light gives the 
	room a stark appearance.  The CAMERA PULLS BACK and UP as 
	the procession comes up toward the building.

	CLOSE SHOT - HELMUT

	Despair fills his eyes as he realizes that there is to be no 
	miracle.  He looks ahead into the room, his courage fails 
	him and he stops so abruptly that the children behind him 
	run into his legs.  He turns and looks at them, then back to 
	the door.

	WIDER ANGLE

	Almost reluctantly, Helmut stands aside.  He tries to smile, 
	but the result is almost grotesque.  He tries to speak, but 
	no words come.  The Sergeant and the guard drift up toward 
	him, scowling.  Gently, Helmut tousles the hair of little 
	Willie and steers him through the door into the room.  The 
	other children follow him hesitantly.  Helmut puts the 
	harmonica to his lips and begins playing again.

	ANOTHER ANGLE - TAKING IN SERGEANT AND GUARDS

				  FIRST GUARD
		Their clothes!  They've got to 
		undress.

	The sergeant starts to move toward the line of children, the 
	Sergeant grabs his arm and stops him.

				  SERGEANT
		Leave them alone.

	MED. SHOT - HELMUT, CHILDREN

	SHOOTING over Helmut's shoulder down at the children as they 
	file past him.  Each one hesitates a beat before him and 
	looks up at him.

	Their faces are wondering, but trusting.  They smile 
	tentatively.  Only the little girl with the doll hangs back, 
	waiting for something rather than fearful of entering.  When 
	all of the other children have gone in, she goes up to Helmut 
	and wordlessly holds out her hand in a silent request to 
	enter with him.  In her eyes is the absolute certainty that 
	he will.

	CLOSE SHOT - HELMUT - LITTLE GIRL'S POV

	He looks down at her hand for a long beat.

	MED. SHOT - HELMUT, LITTLE GIRL

	The little girl waits for Helmut, but he doesn't take her 
	hand.  Shyly, she begins to withdraw it.  Suddenly, Helmut 
	reaches out and grabs her hand, clutching it desperately as 
	he needs her innocence to control the panic that is tearing 
	at him.  Holding on to her to steady himself, they walk 
	together into the room, the CAMERA PANNING with them.

								   CUT TO:

	INT. CHAMBER - DAY

	ANGLE to the door as Helmut and little girl enter.  Suddenly, 
	the door slams shut behind them.  Helmut whirls to it 
	instinctively, as if to shove it open or cry out for help, 
	but he does neither.

	CLOSE SHOT - HELMUT

	His face is pressed against the steel door.  He fights the 
	panic within him.  Then, he quickly wipes his eyes and turns 
	back towards the children.  Slowly he takes three chunks of 
	stale bread from his coat pocket and begins juggling them, 
	at the same time waggling his head from side to side, slowly 
	at first, then more gaily.  From deep inside him comes a 
	tiny, tiny laugh.  The CAMERA PULLS BACK SLOWLY to reveal 
	the children in the f.g.  Suddenly, Helmut tosses the pieces 
	of bread high, high into the air and stretches out his arms 
	to encompass all the children.  As they gather around him, 
	they take up his soft laugh, timidly at first, then more 
	assuredly until the chamber resounds with gentle laughter.

								   CUT TO:

	IF ANOTHER MAN'S CHILD IS THREATENED AND YOU MOVE NOT TO 
	PROTECT IT, THE CHILDREN OF ALL MEN ARE IN JEOPARDY AND YOU 
	STAND AS GUILTY AS THOSE WHO THREATEN.

	JOHN F. O'BRIEN

								  FADE OUT

	THE END