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The Last Station Movie Script

Writer(s) : Michael Hoffman, Jan Parini

Genres : Drama

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                           THE LAST STATION



                              Written by

                           Michael Hoffman



                         Based on the novel by

                              Jan Parini





    All happy families are the same. Each unhappy family is
    unhappy in its own way.

    Leo Tolstoy-   Anna Karenina


1   EXT. COUNTRYSIDE. DAY.                                        1

    High angle of the steam train travelling through a wide
    river valley. The stack belching smoke against the Russian
    sky.


2   INT. SECOND CLASS CARRIAGE. COUNTRY SIDE. DAY.                2

    Leo Tolstoy (80), sits writing on his lapboard. He is quite
    simply the greatest living writer in the world. His
    devotion to pacifism, his rejection of the trappings of
    Orthodoxy in favor of a simple Christian lifestyle convince
    many to regard him as a living saint. With him are his much
    younger wife, the COUNTESS SOFYA, favorite daughter SASHA,
    and his personal physician DUSHAN MAKOVITSKY. Sasha and
    Dushan write in their diaries. Sofya looks from one to the
    next a little impatient. The train begins to slow.

                        SOFYA
              Why are we slowing down?

    No one responds. Slower. Slower.

                        SOFYA
              We're stopping. Why are we
              stopping?

                        SASHA
              I don't know, mother.    No idea.

    Tolstoy look up from his work, asks a passing conductor.

                        SOFYA
              Excuse me, why has the train
              stopped?

                        CONDUCTOR
              It's the crowd, ma'm, the people.
              They're blocking the track.

    In the distance we can here voices.

                        VOICES (O.S.)
              Long live Tolstoy! Long live the
              old warrior!

                         SOFYA
              But if they block the track, the
              train can't go...YOU HAVE TO MAKE
              THEM MOVE.

                                                            2.


    The conductor shrugs, walks away. She goes to the window to
    investigate. A crowd of a hundred peasants, students
    surround the engine, block the track. They carry a huge
    cloth banner honoring Tolstoy. We can hear voices chanting
    "Tolstoy. Tolstoy. Tolstoy", voices crying "You are the
    truth." "You are the hope of the Russian people."

                        SOFYA
              Oh, they won't move. We are
              gonna die here. Leo, Leo, go and
              say something to them. It's the
              only way we are gonna get out of
              here.

    The chanting grows in intensity. Tolstoy gets to his feet,
    walks to the window, shows himself to the crowd. A great
    shout goes up. Tolstoy lifts his hand for silence.
    Gradually, it comes.

                        TOLSTOY
              I have seen your banner. And I�ve
              heard what you say. You think I�m
              the hope of Russia, do you? Well,
              that�s not true. You are the hope
              of Russia. The hope of all the
              world. You say, you want a new
              way to live? Well, you are not
              gonna find it making a fuss over
              me. So, I suggest that you get on
              with your work and let a poor old
              men get on with his.

    The cries begin. "Clear the tracks. Let them pass. Let them
    go." Tolstoy closes the door and waves to the crowd as the
    train pulls away.


3   EXT. COUNTRYSIDE. DAY.                                        3

    On the chanting crowd now as the train pulls away. We
    focus on a handsome young man, a little stiff maybe, a
    little intellectual. This is VALENTIN FEDOROVITCH
    BULGAKOV. He can't contain his enthusiasm. Over the noise
    of the train.

                        VALENTIN
              Do you know who that is? That is
              the greatest man in the world.

    The train pulls away into the distance.

    TITLE OVER BLACK: SPRING 1910


4   EXT. YASNAYA POLYANA. DAWN.                                   4

    The ancestral home of the Tolstoy family in the first
    budding of spring.

                                                           3.


     Muzhiks (peasants) gather wood, carry water to the house. A
     cart arrives loaded down with mail bags.


5    INT. YASNAYA POLYANA. SOFYA'S BEDROOM. DAY.                   5

     A handsome room, walls covered with generations of family
     photographs. Religious icons are given pride of place, a
     testament, not to piety, but to an ingrained social
     conservatism, a certain position in the world.

     Countess Sofya mumbles her morning prayers before a make
     shift altar. Wiping away tears, she leaves the room.


5A   INT. YASNAYA POLYANA. ENTRY/STAIR. DAY.                     5A

     Sofya walks down the stairs and through the entry passed an
     old servant asleep in a chair. She continues to the
     basement.


6    INT. YASNAYA POLYANA. TOLSTOY'S BEDROOM/STUDY. DAY.           6

     Tolstoy has moved himself out of the refined upper floors
     into a simple vaulted room he uses as both bedroom and
     study. The walls are bare except for a portrait of his
     daughter. The furniture is simple, some of it hand made: a
     small bed against the wall, a little writing desk in one
     corner stacked with books, littered with papers, more mail,
     opened and unopened. Pairs of rude homemade shoes line a
     work bench.

     Tolstoy sleeps in his bed. Though it's late March and
     still cold, the window is open. Sofya closes it. She
     stands very still, watching Tolstoy sleep. Sitting on the
     bed, she gently touches his hand, whispers.

                          SOFYA
               Darling.

     She lies next to him, something girlish, hopeful in her
     face, as if waiting for him to wake up and adore her, but
     he sleeps on. She carefully takes his arm, positions it
     under her neck, and rolling toward him, wraps it around
     her. The image of love's intimacy, of wedded bliss.

     His hand slips off her shoulder, once, twice. She moves
     awkwardly to replace it. He moves a little toward her. She
     kisses his neck, his cheek. We don't know if he's awake,
     but even this shadow of intimacy penetrates her soul.


7    OMITTED                                                       7

                                                          4.


8   INT. MOSCOW. STUDY. DAY.                                      8

    A handsome study in the Moscow townhouse of VLADIMIR
    GRIGOREVICH CHERTKOV, Tolstoy's most articulate and
    dedicated disciple. He's interviewing Tolstoy's newly
    appointed secretary, VALENTIN BULGAKOV, the young man we
    met near the train, who, at the mention of sex, blushes a
    little.

                        CHERTKOV
              But sex... You are twenty three.
              Not an easy age for abstinence,
              is it?

                        VALENTIN
              Tolstoy does not approve of
              sexual relations. I know this.

                        CHERTKOV
              He despises them, in fact...

    Chertkov reaches for a small tin of moustache wax.

                        CHERTKOV
              I don't want to belabor the
              point, but I arranged for a
              manservant last year who
              proceeded to ruin two housemaids
              just like that. He was very
              upset.

                        VALENTIN
              This would not be a problem. I'm
              celibate. I'm also a strict
              vegetarian.

    Chertkov nods his approval, begins to worry his moustache.

                        CHERTKOV
              Yes, I've heard many good things
              about you. I've even read what
              you`ve written. So has he.

    Valentin's face flushes with pride. Chertkov steals a
    glance at his reflection in the glass bookcase. One side of
    his moustache droops a little. He tugs awkwardly at it.

                        CHERTKOV
              My dear boy, if you were to
              become Tolstoy's private
              secretary, you would be given a
              great gift. You'll be with him
              every day, eat together, walk in
              the forest by his side.

    It's difficult to contain himself.

                                                        5.


                     VALENTIN
          Believe me, since becoming a
          Tolstoyan, I have become so eager
          to learn, so comitted to
          discussing ideas, improving my
          very soul.

                    CHERTKOV
              (smiling)
          Well, we have a lot to do if we
          are to get his work to the
          people.

                     VALENTIN
          We?

They both laugh.

                    CHERTKOV
          Yes, we. If we can encourage the
          spread of passive
          resistance...just think of it
          Valentin   thousands of ordinary
          Russians casting off centuries of
          spiritual and political
          oppression-

                    VALENTIN
          In the name of truth and freedom.

                    CHERTKOV
          Truth and freedom, yes but still,
          my boy, there are so many enemies-

                     VALENTIN
          Enemies?

Chertkov walks to the window, signals Valentin to follow
him. He points to

TWO MEN IN PLAINCLOTHES standing in the street below.

                     CHERTKOV
          The Czar's police...You'll be
          followed when you leave
          here...and the church will stop
          at nothing to bring him back into
          the fold. His children can't be
          trusted... only Sasha... and then
          of course there is the
          Countess...
              (beat)
          Well, one doesn't like to come
          between married people whatever
          the circumstances, but her dogged
          attachment to private property,
          her public criticism of our
          movement...
                     (MORE)

                                                      6.

                     CHERTKOV (cont'd)
              (beat)
          The point is, he needs a man of
          your intellectual gifts around
          him. Someone who can help him
          with the new work. Someone who
          understands his goals.

Chertkov returns to the desk.

                    CHERTKOV
          And although they've allowed me
          to return to Russia, I can't see
          him. They keep me under house
          arrest... They might as well keep
          me in a cage.

Clearly upset, Chertkov pauses to get control of himself.
He picks up a package, hands it to Valentin.

                    CHERTKOV
          So, I need you to put these
          letters directly into his hands.
          One can't be sure what gets
          through to him.

Valentin looks at him, quizzical.

                    CHERTKOV
          Sofya Andreyevna does not respect
          his privacy.

                    VALENTIN
          She wouldn't open his private
          correspondence...

Chertkov raises an eyebrow. An ominous silence.

                    CHERTKOV
          I have another task for you, my
          dear.

                    VALENTIN
          Please.

                    CHERTKOV
          You'll keep a diary for me.

He hands Valentin a notebook.

                     CHERTKOV
          I need to know everything that
          goes on at Yasnaya Polyana. Let
          me know who visits the house, any
          talk of the copyright to his
          work, any contact with the
          church, what letters come and go.
              (beat)
          Anything Sofya Andreyevna says.

                                                              7.


                           VALENTIN
               Anything?

                         CHERTKOV
               She's very, very dangerous.


9    EXT. MOSCOW. DOORWAY/STREET. EVENING.                         9

     Chertkov kisses Valentin delicately on both cheeks and
     ushers him into the dying light.

                         CHERTKOV
               Godspeed, my boy.

     Valentin makes his way to the droshky that awaits him.

                         CHERTKOV
               And remember what I said.

     He turns back to the dark figure in the doorway.

                         CHERTKOV
               Write everything down! Go!


10   EXT. YASNAYA POLYANA. GROUNDS. MORNING.                       10

     SOFYA. Black and white film of her being handed the
     newspapers at the step. She looks up at the camera,
     irritated by its presence.

     CUTTING OUT TO COLOR we see a cinematographer on the lawn
     cranking away at his camera. She goes into the house.


11   INT. YASNAYA POLYANA. TOLSTOY'S BEDROOM/STUDY. MORNING.       11

     Where Tolstoy, awake and dressed, sits on his bed, pen in
     hand, writing in his diary. Dushan sits next to him, taking
     his pulse.

                         TOLSTOY
               Nothing's working... Hand me my
               other boot, my friend, will you?

                          DUSHAN
               Let me finish.

                         TOLSTOY
               It doesn't matter. If my heart
               had stopped beating, I'd still go
               riding today.

                          DUSHAN
               Your pulse is my
               responsibility...
                         (MORE)

                                                         8.

                      DUSHAN (cont'd)
          and if you must ride, I insist
          you wear a coat. Even the sun is
          cold today.

He puts Tolstoy's arm down and hands him his riding boot.
Sofya comes ranting into the room carrying several Russian
and international dailies.

                    SOFYA
          This is impossible! It really is!
          These people are parasites!
          Look...
              (reading)
          "Countess Tolstoy has become
          estranged from her husband. They
          barely speak."

She throws the paper on the floor.

                    SOFYA
          You know who spreads all this
          rubbish....

She opens another paper, a French daily.

                    SOFYA
          C'est la meme en France. They
          gossip about us in Paris... "They
          do not share a similar view of
          either religion or politics."
          Incroyable!


                    TOLSTOY
              (smiling)
          Peut-etre. You think that's
          inaccurate?

                    SOFYA
          I think it's none of the world's
          business.

She looks at Dushan who is transcribing every word into his
diary. He does it with all the master's conversations.

                    SOFYA
          What are you doing? Don't do
          that.

                    TOLSTOY
              (smiling)
          Dushan Petrovich, you're
          scribbling again?

Tolstoy moves with energy and purpose toward the door.

                    SOFYA
          Darling, where are you going?

                                                              9.


                         TOLSTOY
               Riding with Sasha. Don't expect
               us for lunch.

     Something strikes him. He walks to his desk, picks up his
     pen and quickly writes a sentence on a scrap of paper.

                         SOFYA
               Leovochka, why do you insist on
               dressing like that.

                         TOLSTOY
               What do you mean?

                         SOFYA
               Like the man who looks after the
               sheep.

                         TOLSTOY
               It's not meant to offend you.

                         SOFYA
               But it does offend me, because it
               offends reason. You're a Count,
               for God's sake.

     He puts his pen down, goes to her, kisses her gently on the
     forehead and leaves the room.

                         SOFYA
               Oh darling, I have something else
               to say.

                         TOLSTOY (O.S.)
               I doubt it not, my dear.

                         DUSHAN
               He's forgotten his coat.

     He runs after him, tripping over the long fur garment.

                          DUSHAN (O.S.)
               Count Tolstoy, you've forgotten
               your coat.

     Meanwhile Sofya notices a photographic portrait of Chertkov
     on the wall. She takes it down and tosses it in the
     corner.


12   EXT. YASNAYA POLYANA. GROUNDS. DAY.                           12

     As Tolstoy appears on the porch, we hear the WHIR of
     cameras. A crowd of photographers, film cameramen,
     journalists, and disciples try to catch a glimpse of the
     master. Dushan steps in front of him.

                                                     10.


                    DUSHAN
          Let him walk. Let him walk.

                    JOURNALIST
          Count Tolstoy, you're no doubt
          distressed by the Czar's
          treatment of your secretary
          Nikolai Gusev ?

                    TOLSTOY
          These people are bandits.

                    DUSHAN
          I said, let him walk.

                    TOLSTOY
          They come into my house and
          arrest a man whose only crime is
          to express a view of life saner
          than that which prevails.



                    JOURNALIST
          So Gusev is innocent?

                     TOLSTOY
              (nods)
          Of course, I'm the guilty one. I
          reject the Orthodox church. I
          condemn the established order and
          I make no secret of it.

A young peasant shouts from the crowd.

                    PEASANT
          God bless you, Tolstoy. Thank
          you.

                    DUSHAN
          Let him walk. Let him walk.
          (to Tolstoy)
          But you don't banish these people
          very much to your credit...I wish
          I had your largeness of spirit.

A photographer's flash goes off. An old Muzhik touches
Tolstoy's sleeve, as if expecting a miracle.

Sasha, her father's soulmate, leads two horses toward them,
her mount and her father's black gelding, Delire.

                    SASHA
          Papa.

                    TOLSTOY
          Sasha!

                                                           11.


                         SASHA
               Did you ride this morning?

     A small crowd collects to watch father and daughter
     embrace, kiss.

     A WIDE SHOT of the riders- cutting around we are


13   INT. YASNAYA POLYANA. ENTRY/STAIR. CONTINUOUS.               13

     Sofya watches her husband and daughter ride away.


14   EXT. RIVER VALLEY. DAY                                       14

     A steam train snakes through a broad valley.


15   INT. TRAIN CARRIAGE. DAY.                                    15

     Valentin in his buttoned up suit looks a little out of
     place in the overcrowded third class carriage. He writes in
     the diary given him by Chertkov. He glances up to see, on
     the bench across, a young mother taking out her breast to
     nurse her baby. He blushes, doesn't know where to look. An
     old peasant catches his eye, winks at him, laughs.


16   EXT. TELYATINKI. DUSK.                                       16

     Seven miles from Tolstoy's estate, this is Telyatinki, a
     communal center created by Chertkov dedicated to the study
     and practice of Tolstoyism.

                         SERGEYENKO
               Telyatinki was created by
               Vladimir Grigorevich as a center
               for the movement. Just last week
               we had a visitor from India. We
               talked to the group about the
               healing properties of cobra
               venum.

                         VALENTIN
               Oh, goodness..It's a beautiful
               day.

                         SERGEYENKO
               Yes, but we will pay for it.


     Sergeyenko, Chertkov's joyless secretary, and Valentin
     stand on a second storey porch looking out across the
     central lawn where a number of young Tolstoyans tend the
     garden, work to put up a chicken coop.

                                                       12.


                         SERGEYENKO
               The meeting room is behind us.
               This is the tool shed. The
               dormitory ahead.

     He points out a larger building across the way.




17   INT. TELYATINKI. SLEEPING AREA. NIGHT.                  17

     They enter the building.

                         SERGEYENKO
               Telyatinki is a place of freedom.
               Nothing is forbidden here.

     Except everything.

                          SERGEYENKO
               Each man is alone with his
               conscience and his God.
                   (beat)
               The kitchen is below. You'll be
               expected to assist with meals at
               least twice a week ...and to give
               a hand in the garden. We're all
               equals here, you know...as
               Tolstoy teaches us.

     They start up the stairs.


     INT. SLEEPING PORCH. TELYATINKI. DAY

                          SERGEYENKO

               You are expected at Yasnaya
               Polyana in the morning, first
               thing.

                         VALENTIN
               I look forward to it.

                         SERGEYENKO
               Yes... you're lucky....We're all
               envious.

                                                            13.


18   INT. TELYATINKI. VALENTIN'S ROOM: NIGHT                      18

     Small, sparse, perfect for the novice ascetic.   Valentin
     nods his approval.

                         SERGEYENKO
               Vladimir Grigorevich is anxious
               that you begin your reports as
               soon as possible. You have the
               notebook he gave you?

                            VALENTIN
               Of course.

                         SERGEYENKO
               You understand we must keep the
               existence of the diary a secret.

     Valentin smiles.

                         SERGEYENKO
               What is it?

                         VALENTIN
               Just that...secrecy doesn't seem
               to me the essence of Tolstoy's
               thought.

                         SERGEYENKO
               But you'll admit, you're no
               expert.

                         VALENTIN
               Yes, I...I'll see you in the
               morning.

                         SERGEYENKO
               If we're spared.

     Sergeyenko leaves Valentin to his bare, little room.


19   EXT. TELYATINKI COMPOUND. MORNING.                           19

     The sun rising. Already, disciples are at work the gardens.


20   INT. TELYATINKI. VALENTIN'S ROOM. MORNING.                   20

     Valentin sleeps in his tiny room. A knock on the door.

                            VALENTIN
               Come in.

     A lovely girl at his door. She's tall, twenties, high cheek
     bones, short blonde hair. This is MASHA.

                                                     14.


                    MASHA
          I've brought you a glass of tea.

                    VALENTIN
          That's very kind of you.

                    MASHA
          It's your first day. Enjoy it.

She sits on the bed. He's a little taken aback, not used to
this degree of familiarity. It makes no impression on
Masha.

                    MASHA
          You met Sergeyenko?

                    VALENTIN
          Last night.

                    MASHA
          Ad what do you think?

                    VALENTIN
          He seems very sincere.

Masha hands him his tea.

                    VALENTIN
          Thank you. Why are you laughing?

                    MASHA
          Say that again.

                    VALENTIN
          I said he seems very... Why?

                    MASHA
          Is that what you think?

                    VALENTIN
          I just arrived...What's your
          name?

                    MASHA
          Masha. But you should still say
          what you think. Not just about
          him. We all should.

                    VALENTIN
          Thank you for the tea.

Their eyes meet, hold. Valentin's discomfort increases.

                    MASHA
          Tomorrow you can make your own.

She walks to the door, turns to see him still watching her.

                                                           15.


                         MASHA
               He's a sorry old tight-assed
               stick in the mud...but yes, he's
               sincere.


21   EXT. ROAD TO YASNAYA POLYANA.   DAY.                          21

     A modest horse drawn cart. Valentin sits beside the driver,
     contemplates the birch trees that line the road, the long
     shadows they cast. Above, crows make lazy circles in the
     sky.


22   OMITTED                                                       22


23   INT. YASNAYA POLYANA. ENTRY WAY/STAIRS. DAY.                  23

     Valentin stands in the entry way, waiting.   He looks lost.

                         VALENTIN
               Hello...hello...

                         VOICE (O.S.)
               You're the new secretary.

     He looks up to see Sasha examining him from the landing
     above.

                         SASHA
               Papa's out. You can wait in the
               library. Ivan will show you up.

     She disappears. He hears a door close. He notices a surly
     house servant, IVAN, who, inexplicably, leads a goat
     through the house. He points upstairs and walks away.


24   INT. YASNAYA POLYANA. LIBRARY. DAY.                           24

     Alone now among Tolstoy's books, Valentin makes his way
     slowly to a writing table, the holy of holies, on which War
     and Peace and Anna Karenina were written. He runs his hand
     along the old wood top. Emboldened by a backward glance, he
     sits in Tolstoy's chair. Before him are stacks of letters,
     pens and pencils, a pot of India ink. There's a notebook
     lying open. He leans forward to read it. A noise in the
     hall stops him.

     Tolstoy enters from the dining room, red cheeked, beard
     dripping wet, the energy of a man ten years younger than he
     is. Valentin stands.

                         TOLSTOY
               I'm glad you're here. So glad.

                                                       16.


He tromps across the room, kisses the boy enthusiastically
on both cheeks. Valentin is overcome by the great man's
warmth.

                    VALENTIN
          I'm... I'm... Here is-

Valentin interrupts himself with a sneeze.

                    TOLSTOY
          God bless you.

                       VALENTIN
          I'm sorry.     Sometimes I...

Valentin pulls out a letter of introduction. Tolstoy takes
it out and puts it down without a glance.

                    TOLSTOY
          Vladimir Grigorevich has already
          written about you at length. I
          need your help badly. The
          manifesto against the government
          is hard work. They commit their
          idiotic abuses faster than I can
          catalogue them...and the new
          book...

                    VALENTIN
          He told me about it...It's very
          exciting.

Tolstoy nods.

                    TOLSTOY
          I've become convinced that all
          the world's religions have a
          single organizing principle. Can
          you guess what it is? Love!
          Love! Simple... Now, I want to
          talk about you. How are you? How
          was your journey? Come, sit
          down.

Tolstoy sits on the old sofa. Valentin follows suit.

                    TOLSTOY
          You know, I was born on this
          sofa...

Valentin gets right back up. Tolstoy laughs, pats the sofa.

                       TOLSTOY
          Sit. Sit.

Valentin sits down.

                                                             17.


                          TOLSTOY
               Myself, my brother, my children,
               at least five or six of them,
               right here.
                   (beat)
               Now, I've read your essays. How`s
               your work progressing?

     Valentin looks into the great man's kind old face. He tries
     to speak but he's overcome with emotion and begins to weep.

                          TOLSTOY
               My boy, what is it?
                   (beat)
               I upset you in some way. Was it
               the sofa? It's only a sofa.

     Valentin shakes his head, smiling through his tears.

                         VALENTIN
               I'm very happy. You are very
               kind. I'm no one and you are...
               you are Leo Tolstoy and you ask
               me about my work.

     Tolstoy takes Valentin's hand, sits him back on sofa.

                         TOLSTOY
               You rest for a moment and I'll
               fetch you a glass of tea. Rest,
               because there's work for both of
               us together.

     He smiles and goes, leaving Valentin to contemplate his
     fortune.


25   OMITTED                                                       25


26   OMITTED                                                       26


27   OMITTED                                                       27


28   EXT. YASNAYA POLYANA. GROUNDS. DAY.                           28

     Sofya, Sasha, Valentin, ANDREY, Tolstoy's son, and Tolstoy
     all clustered around a table taking tea. Dushan stands near
     the group fiddling with a gramophone that sits on a small
     table.

                         SOFYA
               These people have nothing.

                                                    18.


                     DUSHAN
           It really is the most
           extraordinary thing.

Absolutely ignoring him.

                     SOFYA
           It's not for lack of land that
           the muzhiks live in poverty.
           They have no will power and they
           drink too much.

                     TOLSTOY
           I'm not suggesting they be given
           land. Private property is the
           root of the problem... We should
           be giving ours away.

                     ANDREY
           Give it to whom?

                     SOFYA
           It's all ridiculous. You think
           that poverty makes the peasants
           somehow morally superior.

                     TOLSTOY
           I believe that wealth corrupts us
           all, yes I do.

A pause.   Valentin fills the silence.

                     VALENTIN
           It's a keystone of the movement.

                     SOFYA
           Oh, I know all about the
           movement.

A pause. Valentin notices that people from the front lawn
have moved up to watch all this. Life in the fishbowl, the
Tolstoys seem neither to notice nor care.

                     TOLSTOY
           If the peasants had money, they
           wouldn't surround themselves, as
           we do, with footmen costing ten
           rubles a month.

                     SOFYA
           No, they'd spend it on drink and
           whores.

                     TOLSTOY
           Valentin Fedorovich, do you think
           fifty years from now, people will
           eat while grown men walk around
           and wait on them hand and foot?

                                                     19.


Valentin doesn't know what to say. A giggle from Dushan.

                    DUSHAN
          Oh, that's good...that's good.

Dushan, having sat at table, tries surreptitiously to get
down Tolstoy's words in the diary he holds below the table.
Sofya flushes with anger.

                    VALENTIN
          I think...(sneeze)

                    SOFYA
          Stop scribbling!
              (points to her husband)
          You all think he's Christ, don't
          you? He thinks he's Christ.

There is an awkward pause.

                    DUSHAN
              (flustered)
          I'm not...I don't believe Leo
          Nikolayevich is Christ. Christ is
          Christ but...

                      SOFYA
          But what?

                    DUSHAN
          I believe he's one of the
          prophets. God speaks through him.
          I recognize the cadence in his
          voice.

                    SOFYA
          This is unbearable. No wonder I
          feel lonely. I'm surrounded by
          morrons.

                    SASHA
          Mama, you're being ridiculous.

                    SOFYA
          Am I? I sit here and listen to
          this talk of love and God and
          equality, knowing full well that
          Count Generosity here is fully
          prepared to give away everything
          we have.

                    TOLSTOY
              (exhausted)
          You keep going on like that...Why
          do you think we should profit
          from the work I�m doing which is
          only meant for the sake of the
          people.

                                                       20.


She turns to see Dushan scribbling again.

                     SOFYA
          STOP IT!   STOP WRITING NOW!

Valentin glances at Sasha, uncomfortable at these
outbursts. A long pause. Dushan tries to relieve the
tension.

                    DUSHAN
          In defense of my gift, let me
          demonstrate. It's quite
          remarkable, really.

He gets up, places a record on the gramophone, needle on
the record. What comes forth is not music, but Tolstoy's
voice.

It is a recording of a recent speech against capital
punishment. His voice booms, tinny and distorted. Dushan
walks to the machine, stares at it in awe. Valentin is
completely caught up in the technology.

                    VALENTIN
          It's your voice. It's wonderful.

They all listen for a moment, look to Tolstoy for a
response.

                    TOLSTOY
          It's tiresome. Another
          remarkable invention will
          supercede it.

Valentin blushes and looks at the table. Dushan tries to
hide his disappointment.

                    TOLSTOY
          Please excuse me.

Tolstoy rises, leaves the table, walks out onto the lawn.
Dushan gets up quickly, bumping the table as he goes. Tea
spills. Valentin moves to wipe it up, sneezes, a barrage of
irritable blessings.

                    DUSHAN
          Leo Nikolayevich is something of
          a Luddite, I fear.

Sofya crosses to the machine, removes the record from the
gramophone, replaces it with another Dushan has brought.

Suddenly, the air is filled with   the final duet from
Mozart's Il Nozze di Figaro. She   returns to her place.
There is a long moment where all   take in the sublimity of
it. Tolstoy walks slowly back to   the table. He stands
completely still. Tears fill his   eyes and roll down his
cheeks.

                                                            21.


                          TOLSTOY
                Oh, that�s better. That�s nice.
                Very nice indeed.

     Sofya crosses to her husband, wipes the tears off his face.
     Valentin watches as they embrace.

                          VALENTIN (O.S.)
                Do your parents often speak to
                each other so...bluntly?


29   INT. YASNAYA POLYANA. LIBRARY. EVENING.                      29

     Across from Tolstoy's writing desk is Sasha's world, a
     makeshift office lined with more bookcases where she does
     her work, sending cables, editing manuscripts, answering
     endless stacks of mail. Valentin sits near her, learning
     the ropes.

                           SASHA
                My mother doesn't understand my
                father's goals, not since his
                work as a novelist became
                secondary.    His commitment to
                the spiritual life offends her.
                They've fought about it for
                years.

                          VALENTIN
                I'm sure she means well.

     Sasha just looks at him.

                          VALENTIN
                Your father is the greatest
                writer in the world.

                          SASHA
                Quite.

     A pause.

                          VALENTIN
                I mean to say, I feel privileged
                to be here. It's an... honor.

     Valentin feels himself slip further into mundanity. Sasha
     goes back to her letter.   Valentin SNEEZES.

                          SASHA
                God Bless You.

     They read together for a moment.   He sneezes again.

                          SASHA
                    (irritated)
                God bless you.

                                                          22.


                         VALENTIN
               I'm sorry. Sometimes I sneeze
               when I'm nervous.

     She regards him like an animal in the zoo. Ivan appears at
     the door.

                         SASHA
               What is it?

                         IVAN
               It�s a note, for him.

     He nods toward Valentin.

                         SASHA
               Well, give it to him then.

     Valentin reads the note.

                          VALENTIN
               It�s from your mother. She wants
               to see me.

     As Valentin goes,

                         SASHA
               She is looking for allies. Pay
               attention. This is war.


30   INT. YASNAYA POLYANA. SITTING ROOM. NIGHT.                   30

     Sofya is settled on a divan in a small room off the dining
     room. Valentin sits beside her holding a glass of tea.

                         SOFYA
               I see a fine young man before me.
               Clear eyes. Nice features, rather
               handsome in a peculiar way.

                         VALENTIN
               Thank you, Countess...

                          SOFYA
               Call me Sofya Andreyevna. We
               don't stand on formality here, as
               you may have observed.
                   (beat)
               Many young men ruin their looks
               by loose living. You're a real
               Tolstoyan, I can tell!

                         VALENTIN
               I admire your husband immensely.

                         SOFYA
               That's excellent. He likes that.

                                                     23.


                    VALENTIN
          His ideas are beautiful...social
          justice...the idea...Don't you
          think?

Sofya drains her tea cup, signals for more.

                    SOFYA
          He's very grateful for the help
          you've been giving him. He told
          me so himself. I think it
          surprises him that a young man
          would be so diligent. When he was
          your age, he was whoring in the
          Caucasus.

Valentin's eyes are wide. She nods.

                    SOFYA
          He wrote it all down. He even
          gave me a copy, so I could read
          all the details...

                       VALENTIN
          Thank you.

                    SOFYA
          You've read War and Peace?

                    VALENTIN
          Many times... twice.

Sofya smiles at his honesty.

                     SOFYA
          When he was writing it, long
          before Chertkov created that
          monstrosity at Telyatinki, before
          all this "new religion" and
          revolutionary nonsense...
              (beat)
          What do you think of Chertkov, by
          the way?

                    VALENTIN
          He's given me an extraordinary
          opportunity.

                    SOFYA
          But you see what a fool he is, a
          self-serving puritanical idiot. I
          have to say, it's been extremely
          pleasant since they've locked him
          in his house.

Sofya smiles. Valentin is nonplussed by her directness.

                                                        24.


                    SOFYA
          When my husband was writing it,
          in the mid-sixties, he'd bring me
          pages to re-copy everyday.
          I was the only one who could read
          his handwriting. I could read his
          intentions, too. Afternoons, we'd
          drink tea and discuss changes.
          "Natasha wouldn't say that to
          Prince Andrey," or "Pierre's too
          simple here. He's not stupid."

She smiles at the memory.

                    SOFYA
          But I don't count anymore.

Silence. She sips her tea. She glances out the door to see
Sasha hovering nearby. Listening? Sasha walks away.

                    SOFYA
          You must help me, Valentin
          Fedorovich. I want only what is
          best for my husband and my
          family. I could tolerate the
          situation if it only concerned me
          What I can not do is sit back
          while they steal my children's
          inheritance. Do you know I was
          the only person. I could
          understand his intention.

                    VALENTIN
          I don't believe anyone wants to
          do that.

Sofya gives him a condescending smile. She produces a
package from the table beside her, hands it to him.

                    SOFYA
          I have a little gift for you

He opens it, extracts a small leather bound book. He stares
at it.

                    SOFYA
          It's a diary.
          (beat)
          Everyone should always keep a
          diary.

                    VALENTIN
          It's a very popular activity
          around your husband.

                    SOFYA
          You're teasing me, but I trust
          you'll write the truth.

                                                          25.


                         VALENTIN
               That may not be so easy.

                          SOFYA
               Nonsense. You've been listening
               to your friends at Telyatinki...
                   (beat)
               Write what you see. That's always
               the place to begin.
                   (slowly)
               What. You. See.

     Valentin fingers the package, stifles a sneeze.

                           SOFYA
               More tea?


31   EXT. TELYATINKI COMPOUND. DAY                                31

     Valentin rides into the compound. A number of the disciples
     are outside working. There is the ringing of metal on
     wood. He looks for the source. As the way clears a little,
     he sees Masha chopping away with an axe. He stops his horse
     to watch her.

                         MASHA
               You're finished for the day?

                         VALENTIN
               He didn't need me this afternoon.

     He gets down off his horse. Masha continues to chop. He
     picks up an axe, holds it awkwardly.

                          VALENTIN
               Leo Nikolayevich disapproves of
               women doing physical labor.
                   (beat)
               Don't you find that reactionary?

                         MASHA
               No, I find it sweet. I find you
               reactionary.

     She laughs. Valentin picks up a log, sets it on end and
     begins to chop. He doesn't do it well. Masha smiles at his
     struggle.

                         MASHA
               He admires you, I believe.

     What's she saying?

                         MASHA
               Sergeyenko told me. He's
               miserable about it.

                                                        26.


                    VALENTIN
          Tolstoy's kind to everyone.

The log is stuck to the blade of his axe. He's really
struggling now.

                     MASHA
          What do you talk about when
          you're with him?
              (beat)
          Why are you blushing?

                    VALENTIN
          We talk about me.

                       MASHA
          Really.

                    VALENTIN
          He wants to know everything about
          me, my parents, my relations with
          women, my experience of god -

He looks up to see Masha smiling at him.

                    MASHA
          And what relations are these?

Valentin blushes, goes back to trying to chopping. Almost
immediately the log becomes stuck to the blade of the axe.
He bangs it, bangs it trying to free it. He glances up to
see her still looking at him. He pounds again and again.

She stops, reaches for his axe, touching him as she does.
She lifts the big axe, log and all, above her head,
bringing it down hard. The log splits. She hands the axe to
him.

                    MASHA
          I had a lover before I came
          here... headmaster of a school
          where I taught. He was married -
          happily married. It was
          difficult. We could make love
          only at school.

This is somehow more than Valentin had bargained for.

                       VALENTIN
          At school?

                    MASHA
          In the gymnasium, after the girls
          had gone. There were straw mats
          on the floor.

                       VALENTIN
          I see...

                                                     27.


He looks away to hide his confusion.

                    MASHA
          Have I upset you?

He looks at her.

                    VALENTIN
          No...I appreciate your frankness

                    MASHA
          But you disapprove of me. I see
          it in your eyes.

                    VALENTIN
          I don't. Not at all...I think
          sexual activity...how men and
          women combine their physical
          parts is completely neutral.

                    MASHA
          Listen to you. You're a prig.
          Just like Sergeyenko. Why else
          would they have hired you?

                    VALENTIN
          That's not fair

                    MASHA
          I don't care if it's fair. It's
          true...neutral...my God...

                       VALENTIN
          I'm going.

He puts down the axe.

                    MASHA
          Do as you like.

She goes back to chopping. We track in front of him as he
walks toward the house. The chopping stops.

                    MASHA
          Valentin Fedorovich.

He stops, relieved and turns to face her.

                    MASHA
          You forgot your horse.

                    VALENTIN
          Yes. You know, I think that I...
          never mind.

He hesitates for a moment, then starts toward her. Her back
is to him. She begins to chop again. The color rises in his
face as he tries to salvage a little dignity.

                                                             28.


      He grabs the reins and starts again toward the buildings,
      trips in a ditch, almost falls flat. Red faced, he rights
      himself. The chopping behind him remains constant.
      Sergeyenko watches him from the porch.


32    INT. YASNAYA POLYANA. LIBRARY. DAY                           32

      CLOSE on the CABLE MACHINE.    A message coming through.


32A   INT. YASNAYA POLYANA. ENTRY WAY/STAIR. DAY.                  32A

      Sofya walks into the house with another stack of mail.
      Sasha comes piling down the stairs.

                          SASHA
                Where's papa?

      Without waiting for the answer, Sasha races past her and
      out the door


33    OMITTED                                                      33


34    EXT. YASNAYA POLYANA. ZASYEKA WOODS. DAY                     34

      Valentin and Tolstoy walk together in the woods. .

                          TOLSTOY
                I couldn't write. I was
                distracted I think...I had a
                dream last night, about a Tartar
                girl I knew in the war.

                          VALENTIN
                A girl who died?

                          TOLSTOY
                No, no...A girl I had sexual
                intercourse with... Sometimes we
                did it twice a day.

      Valentin sneezes.

                          TOLSTOY
                God bless...I've never forgotten
                our time together, the position
                of our bodies, the taste of
                her...

                          VALENTIN
                You shouldn't torture yourself.
                It was a long time ago.

      Tolstoy laughs out loud.

                                              29.


                    TOLSTOY
          Torture? You are a virgin,
          aren't you.

                    VALENTIN
          I try to...you know, to...

                    TOLSTOY
          To be what, a good Tolstoyan?

Tolstoy smiles.

                    TOLSTOY
          You see, I myself am not a very
          good Tolstoyan. You should think
          twice about asking my advice
          about anything... Torture...
              (he laughs)

                    VALENTIN
          Are you alright?

                    TOLSTOY
          Kalya, her name was...She's an
          old woman now, white hair, old
          body like me. She'd hardly
          remember my name, I suspect. She
          may even be dead. (beat) Do you
          think that meant something?

                    VALENTIN
          What do you mean?

                    TOLSTOY
          I mean that little romance. Was
          there some meaning to it?

                    VALENTIN
          It�s interesting. I think you
          would say..I mean, I�ve read
          where you say that the physical
          body isn�t real. That it�s all an
          illusion.

                    TOLSTOY
          I say lots of things. What do you
          say? What do you think?

                    VALENTIN
          I...I don�t know.

Leo Nikoleyevich smiles.

                    TOLSTOY
          I don�t know, either.

He inhales deeply.

                                                          30.


                         TOLSTOY
               Smell that...

                         VALENTIN
               Lilac?

     He looks up as he hears Sasha off screen. "Papa. Papa."

                          TOLSTOY
               Precisely. It's lilac. The
               smell's stronger when the sun
               goes down.

     He presses Valentin's hand.

                         SASHA
               Papa!

                         TOLSTOY
               I've enjoyed myself, my boy.
                   (shouting for Sasha)
               WE'RE HERE.

     As he starts in the direction of her voice. Sasha appears
     in the clearing, telegram in hand.

                         SASHA
               He's free. He's free...He's
               coming back

     Smash cut to


35   EXT. RAILWAY. COUNTRYSIDE. DAY                              35

     A train roars past camera, shaking the world.


36   OMITTED                                                     36


37   EXT. YASNAYA POLYANA. GROUNDS. DAY                          37

     Chertkov climbs down from his droshky. Suddenly, Tolstoy is
     there. Valentin watches them embrace.

                         TOLSTOY
               My dear, dear man.

     Tears run down his old cheeks. They embrace again.

                         SOFYA (O.S.)
               He'll try again to convince your
               father to change his will.

                                                          31.


38   INT. YASNAYA POLYANA. ENTRY/STAIRS. DAY.                     38

     Andrey and Sofya stand together at the window, watching the
     joyful reunion.

                         SOFYA
               To give the copyright as "a gift
               to humanity."...the reptile.

                          ANDREY
               Papa's not in his right mind. He
               can't defend himself against
               these thieves.
                   (beat)
               My tooth is killing me.

                         SOFYA
               You're a fine son, darling. None
               of this make believe chastity and
               made up religion. I wish all my
               children had turned out like you.

     Andrey's finger in his mouth, massages the offending molar.

                         ANDREY
               A man'th responthibility ith to
               hith family.

     From her POV, we see the two men walk away together arm in
     arm, talking animatedly.

                         SOFYA
               Chertkov's notions of virtuous
               behavior are calculated to
               destroy me.

                         ANDREY
               To dethtroy uth all.

                         SOFYA
               There is nothing more pathetic
               than impoverished aristocrats.

     She walks out of the room.


39   EXT. GROUNDS. YASNAYA POLYANA. DAY.                          39

     And into the drive to greet Chertkov. He moves immediately
     to her, offers her his hand and an unctuous smile.

                         SOFYA
               Vladimir Grigorevich, what a
               surprise.

                         CHERTKOV
               Sofya Andreyevna, I'm happy to
               see you.

                                                             32.


     Valentin watches her match him smile for smile.                    *

                         SOFYA
               And I'm happy to make you
               happy...always.



40   OMITTED                                                       40


41   EXT. ROAD TO TELYATINKI. DAY                                  41

     Valentin and Chertkov sit together in the droshky, an
     awkward silence.

                         CHERTKOV
               I'm glad to have a moment alone
               with you, Valentin. How do you
               think you're getting on?

                         VALENTIN
                   (a little nervous)
               I hope my work is pleasing to Leo
               Nikolayevich.

                         CHERTKOV
               Yes. He seems satisfied and
               that's good. The reports I've
               received from you however...
               There seems to be some confusion.

                         VALENTIN
               What do you mean?

                         CHERTKOV
               You send me never ending
               commentary on Tolstoy's writing.
               That's all very interesting but
               not very useful. I need to know
               what goes on with Sofya
               Andreyevna. You must see by now
               she's committed to undermining
               her husband's best intentions.

                         VALENTIN
               It's not quite so obvious to me.

                         CHERTKOV
               Because she is duplicitous. You
               are very bright. Too bright to
               let her into you.

     Chertkov fixes the boy with his intense gaze.

                         CHERTKOV
               You value our work?

                                                          33.


                         VALENTIN
               I do.

                         CHERTKOV
               The ideals we share?

                         VALENTIN
               That's why I'm here.

                          CHERTKOV
               Good, of course it is. (beat) Do
               you think the Countess suspects
               something?

                         VALENTIN
               Well, I think the Countess is
               very suspicios by nature.

                         CHERTKOV
               How so?

                         VALENTIN
               I don�t think she likes you very
               much.

                         CHERTKOV
               What does she say?

                         VALENTIN
               It�s a tone I�ve picked up.

                          CHERTKOV
               We simply want to distribute
               Tolstoy's work to the widest
               audience possible. She just has
               no understanding what it is we
               are trying to do. There�s nothing
               in it for any of us but a real
               chance to increase the world�s
               happiness.

     He takes Valentin's hand.

                         CHERTKOV
               I can only be of limited help to
               the master if I don't know what's
               going on. Any effort she makes to
               shore up control of the
               copyright, I must know. The
               survival of our movement depends
               on it. Remember who your friends
               are. What you've come here to do.

     Chertkov turns away to watch the countryside. Valentin
     stares straight ahead, his nose twitches slightly.


42   OMITTED                                                    42

                                                          34.


43   OMITTED                                                      43


44   OMITTED                                                      44


45   OMITTED                                                      45


46   OMITTED                                                      46


47   INT. TELYATINKI. VALENTIN'S ROOM. NIGHT.                     47

     Valentin, in bed, writes in his diary. Closing his eyes, he
     begins to drift off when there is a noise outside his door.

                         VALENTIN
               Hello... Hello?

     After a moment, it opens a crack.

                            VALENTIN
               Masha?

     She is there. She puts two fingers to her lips and walks
     toward him. She carries a candle which reveals her short
     hair, her lovely eyes.

                            VALENTIN
               Masha.

     She says nothing, simply crawls into bed, positions her
     knees on either side of him. She leans forward and kisses
     him.

                            VALENTIN
               Masha.

                            MASHA
               Ssshh.

     She begins to move against him. Their faces touch. She
     doesn't kiss him, but he can feel her breath. She sits up.

                         MASHA
               Move the book.

                            VALENITN
               What?

                            MASHA
               Your book.

     It's true. Valentin still clutches the diary to his chest.
     He puts it aside. Masha, then, pulls her nightdress over
     head, exposing her small breasts, her flat stomach.

                                                          35.


     She reaches under the sheets, curls her fingers around him.
     He flinches at the pleasure of it.

                         MASHA
               Is it alright?

     He can't speak. Only nod. He bites his lip as she slips him
     into her and begins to rock. The pleasure is too much, and
     he comes too quickly. She falls forward on him, begins to
     laugh.

                         VALENTIN
               What...what is it?

                         MASHA
               You really are a virgin.

     Valentin tenses a little.

                          MASHA
               I'm playing. It's fine. It's
               wonderful...
                   (beat)
               Hold me.

     He does, as if he'll never release her.


48   EXT. TELYATINKI COMPOUND. MORNING.                          48

     Activity in the compound. Chairs on the lawn, a banner
     being erected, a long table being set. Preparations being
     made.


49   INT. TELYATINKI. VALENTIN'S ROOM. MORNING.                  49

     Light spills into Valentin's room. He lies with his arms
     around naked Masha.

                         VALENTIN
               Wake up, wake up.

                         MASHA
               I am awake.

                         VALENTIN
               I want to ask you something..Say
               it again.

                         MASHA
               It was wonderful.

     They both giggle.

                         VALENTIN
               Why did you come to a place like
               this?

                                                     36.


                          MASHA
                What do you mean?

                          VALENTIN
                You don�t follow any of the
                rules.

      Masha smiles.

                          MASHA
                You mean, why does someone who
                doesn't follow the rules come to
                a place like this?

                          MASHA
                ..it's not about rules.    Not for
                Tolstoy anyway...

      A knock at the door startles them.

                          SERGEYENKO (O.S.)
                Valentin Fedorovich.

      Valentin is suddenly in a panic.

                          VALENTIN
                What is it?


49A   INT. TELYATINKI. CORRIDOR. DAY.                      49A

      Sergeyenko hovers outside the bedroom door.

                          SERGEYENKO
                Open the door.

                          VALENTIN (O.S.)
                At the moment, I'm indisposed.

                          SERGEYENKO
                Yes, well...Leo Nikolayevich is
                here. He want s to see you.


49B   INT. TELYATINKI. VALENTIN'S ROOM. DAY.               49B

      Valentin blanches.

                          VALENTIN
                Tell him... I'll be down at once.

                          SERGEYENKO (O.S.)
                Yes..and tell Maria Filipovna we
                could use another hand in the
                kitchen.

      They look at each other.

                                                          37.


                         VALENTIN
               If I see her I will...

                          SERGEYENKO (O.S.)
               If you see her...yes. And if
               you're going to behave like
               rabbits, you should go live in
               the woods.

     Valentin is up, immediately.

                         VALENTIN
               Let me go out first...give me
               five minutes...

     Masha just looks at him.


50   EXT. TELYATINKI COMPOUND. DAY.                               50

     A Tolstoyan photo op. A delegation of orphans have come to
     pay their respects to Tolstoy. He sits in a chair beside
     Chertkov beneath a large banner : "Leo Tolstoy, Friend of
     the People.". Behind him, the disciples lay out a
     vegetarian feast on a plank table. Photographers and a
     cinematographer are strategically positioned to record the
     event.

     Each child gives Tolstoy a flower. Chertkov, in turn, hands
     each child a photograph of the Count giving money to the
     poor.

     Valentin enters, flushed and blushing. He pauses beside
     Dushan who records the scene in his diary, tears in his
     eyes.

                         DUSHAN
               Look at the love in him, like
               Jesus..suffering the
               children...all that...

     Tolstoy greets a little boy affectionately, rubs his
     knuckles over the boy's shaved head. A little girl
     approaches, takes a photograph. He bends forward to kiss
     her head but she pulls away.

                         TOLSTOY
               An old man is a very ugly thing.

     Tolstoy sees Valentin, lights up.

                         TOLSTOY
               My dear boy. Come and kiss me.

     Valentin, beet red, goes to him. He is warmly embraced.

                                                        38.


                     TOLSTOY
          Now, who is this? Maria
          Filipovna.

Masha comes to stand beside him. She glances at Valentin
but he won't make eye contact with her.

                    TOLSTOY
          You're both looking so well. Life
          here at Telyatinki obviously
          agrees with you.

Valentin sneezes mightily, moves a little away.

                    TOLSTOY
          God bless you, boy. What are you
          nervous about, now? Sit down. Sit
          down.

Valentin takes the chair beside him.

                    TOLSTOY
          Dear Masha, Valentin tells me
          you're the great treasure of
          Telyatinki. He claims you're a
          very gifted teacher.

Sergeyenko lifts an eyebrow "Indeed.". Valentin is in
agony.

                    MASHA
          We're happy to have you with us.

Tolstoy notices a mosquito on Valentin's cheek. He takes
the bug between his big fingers, squeezes until it pops.
Chertkov watches in horror, whispers loudly.

                    CHERTKOV
          What are you doing?

                    TOLSTOY
          What do you mean?

He motions to the photographers.

                    CHERTKOV
          You've killed a living thing.

Chertkov hears a laugh behind him.   It is Masha who has
over heard the whole thing.

                    CHERTKOV
          Do you have something to say?

                    MASHA
          It's absurd. That's all.

Chertkov is taken aback.   Valentin stares at her.

                                                            39.


                         VALENTIN
               What are you saying?

                         MASHA
               I'm sorry but- It's a mosquito.

                         TOLSTOY
               Forgive him. He can't help it.
               He's a better Tolstoyan than I
               am.

     She can't help laughing again. Valentin sees the color rise
     in Chertkov's face.

                         CHERTKOV
               It's not the message we want to
               send.

     Sasha suddenly appears. She holds a cable in her hand.

                         SASHA
               From my mother "Nerves dreadful.
               Stop. Insomnia. Stop. Pulse 100.
               Stop. Please come home.


51   INT. TELYATINKI. CHERTKOV'S STUDY. DAY.                      51

     Chertkov is there. Tolstoy, Valentin and Sasha.

                         SASHA
               Don't give in to her, Papa.
               It'll never end...I swear to God,
               that woman has an instinct for
               knowing when you're just about to
               enjoy yourself

     A knock on the door. Valentin opens it. It's Dushan with
     another cable. Tolstoy gestures for him to read it aloud.

                         DUSHAN
               From Sofya Andreyevna. "I beg
               you. Stop. Unwell. Stop. Hurry
               back."

                         SASHA
               Who taught her to use that damned
               machine?

     Valentin starts to sneeze, stifles it, starts again,
     stifles, starts, explodes. Guilty.

                         CHERTKOV
               Perhaps Sasha's right.
               Encouraging this may not be the
               best thing.

                                                             40.


                         SASHA
               It's a trick, Papa. She'll drain
               you. You'll be miserable.

     Tolstoy looks from one to the other, gets up from his
     chair.

                         SASHA
               Then, let me go with you.

                         TOLSTOY
               No, my dear, I'll go alone.


52   OMITTED                                                       52


53   INT. YASNAYA POLYANA. SOFYA'S BEDROOM. NIGHT.                 53

     Close on Sofya lying in bed. She looks ravishing in the
     candle light. In the background, Tolstoy arrives in the
     bedroom door.

                         TOLSTOY
               Sofya.

     A sly smile on her lips, the tension gone from her face,
     she seems twenty years younger.

                         TOLSTOY
               Sofya, are you ill?

     She rolls toward him making it clear she's quite naked
     under the sheets. This is no sick bed.

                         SOFYA
               I'm fine...now that you're home.

                         TOLSTOY
               It's no good, you know, all this.
               You frightened everyone.

                         SOFYA
               Did I really? I don't believe
               it. Not you. I'm your little
               bird. You know the sounds I
               make.

                         TOLSTOY
               That was some sort of love call?

                         SOFYA
               It brought you back to me.

     She reaches out her hand to him.

                                                            41.


                          SOFYA
                Come out of the dark... where I
                can see you.

      He takes a step toward her, then stops.

                          TOLSTOY
                Why? Why? Why, do you do it? We
                live in the country and you
                insist on making it an opera
                house. What's wrong with a little
                peace now and then?

      Sofya laughs.

                           SOFYA
                Look at me. This is who I am.
                This is what you married. We're
                older, maybe we're old, but I'm
                still your little chicken
                    (beat)
                You're still my big cock.

      She smiles at him.

                          SOFYA
                Let me make you crow.

      A pause, then a huge laugh comes up from the very center of
      him. He twists his neck, thrusts his head upward, crows
      like a rooster.

      He virtually runs to her, embraces her, kisses her. She is
      a giddy girl in his arms. He breaks the embrace and begins
      strutting around the room.

                          SOFYA
                Let me make you sing.

      He takes her in his arms, again, begins to kiss her neck.

                          SOFYA
                Do you love me?

                           TOLSTOY
                I do.

                          SOFIA
                I want you to love me.

      He stops kissing her, looks her in the eye. Then, another
      loud crow. Laughing, they fall into each other again.


53A   EXT. YASNAYA POLYANA. GROUNDS. NIGHT.                       53A

      And we hear their laughter over the dark old house.

                                                          42.


54   EXT. TELYATINKI. PORCH. NIGHT.                             54

     Valentin sits by himself on the porch, writes in his diary.
     Down below, some of the disciples listen to peasants play
     music around a bonfire. A voice from the darkness.

                         MASHA
               I'm not supposed to do this
               either.

     He locates the speaker by the glow of her lit cigarette.

                         VALENTIN
               Masha. You are not supposed to
               smoke at Telyatinki.

                         MASHA
               You wouldn't look at me.

                         VALENTIN
               It was difficult in front of the
               others.

                         MASHA
               But it wasn't difficult in your
               bed... When it was only you and
               me in front of God.

                         VALENTIN
               I'm not sure I was conscious of
               God.

     Masha emerges from the shadows, but keeps her distance.

                         MASHA
               So, I made you forget God?

                         VALENTIN
               No...

                         MASHA
               Yes, only for a moment. You
               forgot your rules and remembered
               love.

                         VALENTIN
               You make it sound very simple.

                         MASHA
               It is simple. What we did is what
               men and women do, have done, will
               continue doing. What could be
               more simple? We touched each
               other-- stayed close together.
               Something passed between us.
               Something real. That is a
               betrayal of what? Of nothing.
                         (MORE)

                                                          43.

                         MASHA (cont'd)
               But you're afraid... All your
               ideas. What are you afraid of?

                         VALENTIN
               I'm afraid I've hurt you, haven�t
               I?

                         MASHA
               No. I feel a little sad, but it
               is not for me. It's for you.

     She disappears into the house. Valentin looks after her.


55   INT. YASNAYA POLYANA. SOFYA'S BEDROOM. MORNING.             55

     The Countess wakes to find her bed empty.


56   EXT. YASNAYA POLYANA. BACK TERRACE. DAY.                    56

     She comes through the dining room to find Tolstoy on the
     back terrace. Wrapped in a blanket, he writes in his diary,
     a cup of tea in front of him.

                         SOFYA
               Good morning, my darling? Do you
               mind if I join you?

     Without looking up

                         TOLSTOY
               Of course, my dear.

     He continues to write. She watches him for a long moment.
     She opens her diary and begins to write as well.

                         SOFYA
               It's quite insane, my darling.
               Everyone is making fun of you.

     He looks up.

                         TOLSTOY
               What are you talking about?

     She continues to write.

                         SOFYA
               Even the muzhiks. I heard them
               laughing in the barn.

                         TOLSTOY
               About what?

     Sofya looks at him knowingly.

                                                     44.


                    TOLSTOY
          Laughing about what?

                    SOFYA
          I don't want to ruin last night.

She sips her tea, goes back to her writing. A pause. He
follows suit. After a moment...

                    SOFYA
          Laughing about the fact that
          you've developed a senile crush
          on a fat middle aged flatterer.
          Your passion for Chertkov has
          become a standing joke.

                    TOLSTOY
          I have a great affection for
          Vladimir Grigorivich. Let them
          laugh if they find it amusing.

                    SOFYA
          But it's not amusing, darling.
          It's sick. It's not normal. You
          hang on his every word.

                    TOLSTOY
          We have a great deal in common.

                    SOFYA
          You have nothing in common. You
          are a genius. He's a sycophant
          and a pervert.

                    TOLSTOY
          Because he understands what I'm
          trying to do? Because he tries
          to help me accomplish it?

                    SOFYA
          He is using you. You just can't
          seem to see it.

                    TOLSTOY
          This is absolute nonsense.

                    SOFYA
          That bold, obese, idiotic man.
          You treat him...

He turns to her...his face red with anger and frustration.

                    TOLSTOY
          It's impossible for you not to
          distract me. Let me alone... for
          God's sake. You're like a spoiled
          child.

                                                            45.


      He rises, spits on the ground, goes into the house. Sofya
      follows.


57    INT. YASNAYA POLYANA. DINING ROOM. CONTINUOUS.              57

      Catching him up.

                          SOFYA
                Do you love me, Lyovochka?

                          TOLSTOY
                Of course, I do.

                          SOFYA
                Then why would you betray me?

                          TOLSTOY
                Why do you say that?

                          SOFYA
                Because of the will?


57A   INT. YASNAYA POLYANA. ENTRY WAY/STAIRS/LANDING. DAY         57A

      Tolstoy, taken aback, says nothing.

                          SOFYA
                The new will.

                          TOLSTOY
                There's no new will.

      She stares at him in silence.

                          TOLSTOY
                There is no new will.

                          SOFYA
                Does Chertkov have it?

                          TOLSTOY
                There's no new will.

      He walks up the stairs. She follows.

                          SOFYA
                But that's why he's come back.
                You talk about it, you and your
                boyfriend. You plan for it. You
                have no heart for the people who
                really love you. You'd rather be
                seduced by charlatans and deluded
                by flatterers, all in the name of
                love....You can't even love your
                own children. You can't even
                love me.

                                                           46.


                         SOFYA
               Tell me where it is?

                         TOLSTOY
               There is no new will.


58   INT. YASNAYA POLYANA. LIBRARY. CONTINUOUS.                   58

     He goes to his desk, tries to ignore her.


                         SOFYA
               Then, promise me there never will
               be.

     A moment's hesitation.

                         TOLSTOY
               I�ve told you the truth. Now, let
               me work. Please, will you?

     He walks to his desk.


59   OMITTED                                                      59


60   INT. YASNAYA POLYANA. LIBRARY. CONTINUOUS. DAY.              60

     Tolstoy looks up from his work. Sofya stands in the
     doorway.

                         SOFYA
               Tomorrow, I'll go to the Station
               and lie down on the track.
               Tolstoy's wife becomes Anna
               Karenina herself! See how the
               papers will like that!

     As he goes, we hear.

                         TOLSTOY (O.S.)
               This is unbearable. You don't
               want a husband. You want a Greek
               chorus.

     Sofya is taken aback by his response. She walks out of the
     room.


61   EXT. ROAD TO TELYATINKI. DAY                                 61

     Four peasants pull a water cart down a rough country road.
     We pan off to see Sofya in her droshky, resplendent in a
     white dress.

                                                           47.


62   INT. TELYATINKI. CHERTKOV'S STUDY. DAY.                     62

     CHERTKOV and SERGEYENKO look through a crack in the
     interior window.

     THEIR POV - the Countess on the sofa drinking a glass of
     tea.

     Valentin enters from the meeting room.

                         VALENTIN
               She's here to question you about
               the new will.

     Chertkov nervous, tugs at his moustache.

                         CHERTKOV
               How does she know it even exists?

                         VALENTIN
               She claims Leo Nikolayevich told
               her she could examine the draft.

                         CHERTKOV
               He is obviously not thinking
               clearly. And now we have to put
               up with her petty grasping.

                         VALENTIN
               It doesn't seem petty to me.

                         CHERTKOV
               I beg your pardon?

                         VALENTIN
               He`s her life. The work, in her
               mind, is theirs...together.

                         CHERTKOV
               And you're her advocate? You've
               been taken in by her celebrity. I
               worried about this.

                         VALENTIN
               I'm talking about their history --
               - simply that.

                         CHERTKOV
               We should see her. Act as if
               nothing has happened.

                         VALENTIN
               Nothing has happened.


63   INT. TELYATINKI. MEETING ROOM. DAY.                         63

     The men enter the meeting room.

                                                  48.


                    CHERTKOV
          Sofya Andreyevna, at last, you
          honour us with your visit.

Valentin watches her match him smile for smile.

                    SOFYA
          And I'm happy to make you
          happy...always.

She looks at him curiously.

                    CHERTKOV
          What is it?

                    SOFYA
          Your moustache is...

Drooping, one side of it anyway.

                    CHERTKOV
              (nodding)
          It's a problem of the wax.

Sofya takes them in.

                    SOFYA
          Let me get to the point. Vladimir
          Grigorivich, I don't wish to be
          your enemy. I'm delighted that my
          husband has a friend who
          understands and shares his
          ideals. All I want is what's
          reasonable - an opportunity to
          evaluate the new will. If you
          agree, I'm sure we can be
          friends.

                    CHERTKOV
          You're very kind. Sofya
          Andreyevna. But I can't help you.
          Not without specific instructions
          from your husband.

                    SOFYA
              (to Bulgakov)
          Leo Nikolayevich has agreed,
          hasn't he Val-

                    CHERTKOV
          No witness you produce will
          change my position. But I'll
          certainly talk to Leo
          Nikolayevich at the first
          opportunity.

Sofya is livid.

                                                          49.


                            SOFYA
               Very well.

                         CHERTKOV
               I want us to be friends, too,
               Sofya. Leo Nikolayevich is the
               most valuable thing in the world,
               for both of us. We should
               endeavor to set things right
               between us. Give him peace. Let
               him work.

                            SOFYA
               Yes.
                   (beat)
               Valentin Fedorovich...are you
               coming back to the house with me?

     Valentin glances between them, searching for middle ground.

                         VALENTIN
               I'll escort the Countess home and
               be back in time for supper.

     Sergeyenko sneers.

                         SERGEYENKO
               Masha will be overjoyed.

     Valentin's nose twitches. He looks at the floor.

                         SOFYA (O.S.)
               Have you been keeping something
               from me? How delightful.


64   EXT. ROAD TO TELYATINKI. DAY.                              64

     They are back in the droshky, the return trip to Yasnaya
     Polyana. Valentin doesn't respond.

                         SOFYA
               We've become close friends, I
               think. Tell me everything, dear
               boy. I love a romance.

                         VALENTIN
               It's nothing, really.

                         SOFYA
               A young woman in your life is
               nothing?

                         VALENTIN
               Masha is a friend.

                            SOFYA
               A lover?

                                                            50.


                         VALENTIN
               A good friend.

                         SOFYA
               That sounds serious enough.

     Valentin looks away.

                         SOFYA
               I don't mean to annoy you.

                         VALENTIN
               I'm not annoyed.

                          SOFYA
               You forget that I'm an
               experienced reader. I can read
               your face, every letter. It's
               beautifully clear.
                   (beat)
               Do you love her?

     Valentin looks at Sofya, tears in his eyes.

                         VALENTIN
               Maybe I do.

                          SOFYA
               Not something they'd understand,
               these so called disciples of my
               husband. They've never understood
               a word he's written.
                   (beat)
               What do any of them know about
               love?


65   EXT. TELYATINKI COMPOUND. DAY.                               65

     Masha carries two water buckets suspended from a pole
     across her shoulders. Arriving at a stream, she takes each
     bucket and fills it. It's hot work. Pausing a moment, she
     kneels to splash water on her face.

     Another P.O.V. - someone watches her from the trees.

     As Masha wets a cloth, puts it around her neck. Suddenly
     someone grabs her from behind. She screams, wrestle her
     way free. She turns to see Valentin, flushed, smiling,
     excited. He steps toward her, kicks over one of the
     buckets.

                         VALENTIN
               Sorry, sorry, I'll... I didn't
               mean to scare you...Are you
               alright.

                                                     51.


                      MASHA
            Fine...fine...Why did you...?

                      VALENTIN
            I came back as soon as I could.
            It was a strange day. Leo
            Nikolayevich,...I love to listen
            to him. I love nothing more...

He moves closer to her.

                      VALENTIN
            But today I could hardly
            concentrate.

He's very close to her, now.

                      VALENTIN
            All I could think of was you.

Masha shakes her head, moves away from him. Begins to
gather the pole, to refill the spilled bucket. Stops her,
turns her to him.

                      VALENTIN
            What's wrong?

                      MASHA
            I think I've confused you. I've
            confused us both.

                      VALENTIN
            No. No. You didn�t confuse me..I
            was stupid. I was afraid, but I'm
            not afraid anymore.

Valentin wants to fight through the awkwardness. He tries
to kiss her. She won't have it. She pulls away.

                      VALENTIN
            I love you, Masha!

                      MASHA
            Maybe you could help me a little.

In silence, he gets the filled buckets balanced on the
pole. Without another word, Masha starts toward the
buildings. He doesn't know what to do. He's losing her. He
shouts.

                       VALENTIN
            Masha...

She turns

                                                            52.


                         VALENTIN
               Before the other night...I'd
               committed the act of copulation
               many times in my heart.

     He has her attention now, as well as that of a number of
     the disciples who look up from their work in the yard.

                         MASHA
               Yes...

                         VALENTIN
               I think about you all the time.
               In my heart I�ve comitted the act
               of copulation many times. I just
               want to say...It was never like
               it was with you.

     Masha bursts out laughing.

                         MASHA
               I'll wait for you, then.

     As Valentin goes to catch her up, he sees Sergeyenko
     watching from outside the unfinished chicken coop.


66   OMITTED                                                      66


67   INT. YASNAYA POLYANA. SOFYA'S BEDROOM. MORNING.              67

     Sofya wakes up. She looks relaxed, then she sniffs, sniffs
     again. Out of bed, she grabs a dressing gown. Opening her
     door, she spots Ivan in the hall.

                         SOFYA
               Ivan, who's wearing that awful
               perfume?

     Ivan a gesture indicating an elaborate moustache. She steps
     into the hall in time to see Tolstoy, Chertkov, Valentin
     and Sasha disappear into the library, ducks back into her
     room to avoid being seen


68   INT. YASNAYA POLYANA. HALLWAY. DAY                           68

     Sofya approaches the door, listens. She can make out only a
     few words. "Mama cannot find out", Chertkov shushing her,
     whispers. We push in on Sofya's anxious face.

                                                           53.


69    INT. YASNAYA POLYANA. LIBRARY. DAY.                         69

      Chertkov, Sasha, Dushan, Valentin and Tolstoy sit in a
      little clump by his desk. Tolstoy his head in his hands,
      looks at the floor.

                           CHERTKOV
                I hate to say it but the Countess
                has become more and more
                dangerous.

                          TOLSTOY
                Not dangerous... She's concerned
                for the welfare of the family.

                          CHERTKOV
                    (to Tolstoy)
                And we're concerned for the
                welfare of mankind.
                    (to Bulgakov)
                Take this down.

      Valentin records the conversation in his diary.

                          TOLSTOY
                It�s a terrible thing you ask. I
                can�t do it.


70    INT. YASNAYA POLYANA. SOFYA'S BEDROOM. DAY.                 70

      Sofya, still in her dressing gown, climbs out her bedroom
      window onto a narrow ledge that runs along the second
      floor.


70A   EXT. YASNAYA POLYANA. GROUNDS. DAY.                         70A

      Sofya stand on the window ledge high above the ground.   She
      begins to move toward the library balcony.


71    INT. YASNAYA POLYANA. LIBRARY. DAY.                         71

                          CHERTKOV
                You've been more than reasonable.
                She already controls the income
                from your property.

                          SASHA
                Listen to him, papa. He has our
                best interests at heart.

      Tolstoy looks at Valentin, who looks at the floor.

                          CHERTKOV
                We're speaking only of the rights
                to your words, your ideas.
                          (MORE)

                                                          54.

                         CHERTKOV (cont'd)
               With all love and respect, the
               Countess is too interested in
               making a profit from your work.




72   EXT. YASNAYA POLYANA. SECOND STORY BALCONY. DAY.            72

     Sofya moves along the narrow ledge as if it's a perfectly
     normal activity.. Looking down, she sees a couple of
     gawkers watching her from the lawn. She shoos them away.


73   INT. YASNAYA POLYANA. LIBRARY. DAY.                         73

     Valentin turns his head. Did he hear something?

                         TOLSTOY
               She's my wife. She�s part of me.
               We've been together now, so many
               years....

     Chertkov drives the point home.

                         CHERTKOV
               But you're more than a husband
               and father. She must understand
               that.
               The best interests of the people
               are one with your own. You
               belong to them.

     Valentin glances up...and is shocked to see SOFYA LOOKING
     IN AT THE STUDY WINDOW. She disappears.


74   EXT. YASNAYA POLYANA. SECOND STORY BALCONY. DAY.            74

     Sofya has reached the french doors. She can hear clearly
     now.

                         TOLSTOY (O.S.)
               But she won't. She'll never
               understand.

     HER P.O.V. a crowd of gawkers gather on the lawn below her.
     One man sets up photographic equipment. She waves him away
     turns back to the window.


75   OMITTED                                                     75


76   OMITTED                                                     76

                                                          55.


77   INT. YASNAYA POLYANA. LIBRARY. DAY.                          77

     Chertkov pushes his point.

                          CHERTKOV
               She's unstable...I wonder if she
               isn't ill.

                         DUSHAN
               It�s sadly more than possible.

                         SASHA
               I know it�s hard for you, papa.
               But we must be realistic.

     We pan to the french doors to see Sofya furious face as she
     listens to the betrayal.

                         CHERTKOV (O.S.)
               Do you really think she's fit to
               control the final disposition of
               the will?

     We pan back to the conspirators. Before Tolstoy can
     respond, Sofya charges into the room. As she does, she
     steps on the hem of her long dressing gown and ends up
     sprawled on the floor. The conspirators just stare at her.

                         SOFYA
               How dare you?

                         SASHA
               What are you doing?

                          SOFYA
               You're all plotting against me.
               In my own house, too. I bear you
               thirteen children. How can you
               betray me like this?
                   (beat)
               Someone help me up.

     No one moves.   Tolstoy slumps in his chair.

                         SOFYA
               Give everything you've got to
               him, your fat little catamite.
               "What will it be, my dearest
               dear, my Vladimir Grigorivich? My
               wife's heart on a platter? Her
               kidneys? With salt? But of
               course, my dear Chertkov,
               whatever pleases you. The china.
               The estate. Permanent copyright
               on everything I've ever written?
               Anything for you, my love."

                                                       56.


Her eye falls on Dushan, who very unfortunately, has chosen
to take this down in his diary.

                    SOFYA
          Give me that. Give it to me, you
          little weasel.

She grabs the offending volume. The struggle begins.

                    DUSHAN
          Please, Countess Sofya-

                    SASHA
          Mama, please...

She rips the book away and after brandishing it above her
head, throws it through the open doors with a guttural,
rumbling growl. She turns on her tormentors.

                     SOFYA
          Now...

                    TOLSTOY
              (mumbles)
          Can I not...Can I not have...

His face is red, his body rigid with anger.

                    SASHA
          You'll kill him, Mama. That's
          what you want, isn't it? You want
          him to die!"

She helps him up, takes him to his bedroom. Valentin
follows.

She looks at Chertkov.

                    SOFYA
          You! Don't think you deceive me
          for one little moment! I know
          exactly what you're doing. I
          want to see the will. It's my
          right, in the name of god.

                    CHERTKOV
          What are you afraid of?

                     SOFYA
          You.   I'm afraid of you.

Chertkov looks at her with undisguised disgust.

                    CHERTKOV
          The press is bloodthirsty. Had I
          wished, I could've demolished you
          and your family. You make it
          easy.

                                                           57.


                         SOFYA
               Tell them anything you like. Go
               ahead. Ruin us.

                         CHERTKOV
               I have too much respect for Leo
               Nikolayevich. You're lucky.

                         SOFYA
               Why can't my husband see you for
               what you are?

     Chertkov's face is red. He starts to speak, stops. He walks
     to the door, then very deliberately.

                           CHERTKOV
               If I had a wife like you, I would
               have blown my brains out long
               ago.
                    (beat)
               Or gone to America.

     He leaves the room. Sofya sinks back to the floor, a flower
     wilting. She begins to weep. An Aria from Madame Butterfly
     comes over


78   INT. YASNAYA POLYANA. DINING ROOM. NIGHT.                    78

     From a record on the gramophone. The table is set for ten,
     although no one is at dinner but Sofya Andreyevna and
     Valentin. He is visibly uncomfortable. An awkward silence.

                         VALENTIN
               I hope you're feeling better.

                         SOFYA
               Do you like the opera?

                          VALENTIN
               I took singing lessons for years.
               I thought about a career in
               music. The only thing I lacked,
               in the end, was talent.
                   (beat)
               I'm sorry about everything.

     She smiles.

                         SOFYA
               This aria is very beautiful.. It
               is about a woman who is abandoned
               by the man who loves
               her...Everyone is very moved by
               that...in the opera.

     A long pause. The clink of soup spoons.   Tolstoy enters.
     He doesn't sit.

                                                     58.


                    TOLSTOY
          Our life together has become
          intolerable.

Stifling a sneeze, Valentin gets up to leave,tries to flee
the inappropriateness of all this.

                    SOFYA
          Sit down, Valentin.

                    VALENTIN
          Really, I'm expected at
          Telyatinki.

She waves it off.

                    SOFYA
          No, no, no. Enjoy your dinner.
          We've had a disagreement. No more
          than any other married couple.

                    TOLSTOY
          I didn't come for more
          recrimination. Despite good cause
          for alienation between us, I have
          never stopped loving you.

                    SOFYA
          Of course...

                    TOLSTOY
          God knows you don't make it easy.

                    SOFYA
          Why should it be easy? I'm the
          work of your life. You're the
          work of mine. Its what love is.

Aside to Valentin.

                    SOFYA
          Everything with him is hysterics

                    VALENTIN
          I should go.

                     TOLSTOY
          Sit down.
              (beat)
          So, this is what love is.   Does
          that surprise you, boy?

They both look at him

                    VALENTIN
          I thought it might be quieter,
          but-

                                                       59.


He sneezes violently.

                    TOLSTOY/SOFYA
          God bless you

Tolstoy turns to Sofya.

                    TOLSTOY
          He's right, though. If we cannot
          live a decent, quiet life, if I
          cannot work, if I cannot find
          some peace, I shall simply go
          away.

                       SOFYA
          Go? Where?

                    TOLSTOY
          Not to Chertkov, but I shall go.

                       SOFYA
          Go where?

                    TOLSTOY
          Dushan says you're killing me.

Sofya rises up in cold rage.

                    SOFYA
          Then go! Go! Anywhere you please!

She smashes a plate on the table to punctuate it and
another and another.

                    SOFYA
          I hate you. I hate what you've
          become.

She picks up another plate, lets it fall. Now, she acts as
if she's choking or gasping for breath.

                    VALENTIN
          Countess...Are you alright?

She fights with her collar, rips open the front of her
dress.

                    TOLSTOY
              (shouts)
          DUSHAN!!!

                    SOFYA
          You'll destroy me.

Dushan runs into the room. Sofya continues to tear at her
clothes, stops, begins to pant, then falls to the floor in
a faint.

                                                          60.


                         VALENTIN
               Is she alright?

     Tolstoy tries to answer, but is overcome by a coughing fit.
     Dushan starts toward him but Tolstoy waves him in the
     direction of Sofya. He kneels beside her.

                         DUSHAN
               Sofya! Open your eyes.

                         SOFYA
               My back. My back... I'm hurting.

                         DUSHAN
               You're lying on a fork. Sit up
               and you'll improve
               markedly...Valentin, help to get
               her upstairs, would you?

     Valentin helps Sofya to her feet. Dushan gets up himself
     and walks to Tolstoy.

                         DUSHAN
               She's alright. I'm more concerned
               for you... We should all go to
               bed before something else
               happens.


79   OMITTED                                                    79


80   EXT. TELYATINKI COMPOUND. NIGHT.                           80

     Valentin sits at the bonfire, with other disciples. After a
     while he walks towards the house.


81   INT. TELYATINKI. KITCHEN. NIGHT.                           81

     It's late. The house is quiet. Valentin walks into the
     kitchen to see Masha washing the dishes. Exhausted, he
     sits, stares at the floor.

                         VALENTIN
               It was terrible there today...
               between them. They loved each
               other so much, but you see what
               it becomes.

     She stays at the sink, says nothing.

                         VALENTIN
               Masha, what�s the matter?

     She speaks without turning to him.

                                                     61.


                    MASHA
          I'm going back to Moscow.

                    VALENTIN
          What?

He gets up, goes to her.

                    MASHA
          Chertkov spoke with me this
          afternoon. He says I could be
          more useful there...which
          means...

Valentin shakes his head. His lip trembles.

                    VALENTIN
          This is him punishing us,
          punishing me for befriending
          Sofya Andreyevna. For not...
          This is Chertkov.

                    MASHA
          We've both disappointed him.

                    VALENTIN
          I don't care. You can't go away.
          I'll talk to him. I'll make him
          change his mind. i�m going to
          make you stay.

                    MASHA
          No, I want to go.

                    VALENTIN
          What?

                    MASHA
          I'm leaving the movement.

                    VALENTIN
          You can�t leave Tolstoy.

                    MASHA
          I am not. Look, when I read his
          Confession, it moved me, Valya.
          He was searching for freedom.
          Freedom from anger. Freedom from
          attachment. Freedom from all the
          superstition and nonsense of the
          church. It moved me so much. I
          thought that's what it would be
          about. Isn't that what it's
          about? Freedom and love? But
          they mix it all up.

Masha reaches out and puts her arms around him. Her head
falls against his shoulder.

                                                           62.


                         MASHA
               Come with me. Please.

     Bulgakov doesn't know what to say. The silence gets more
     awkward as it gets longer. Slowly, she disengages herself
     from him,looks him in the eye. She nods.

                         MASHA
               I'm going to my room.

     As she starts away.

                         VALENTIN
               Don't leave me, Masha...
               I need you.

     She turns back for a moment.

                         MASHA
               I know you do...I know.

     Then she's gone.


82   INT. YASNAYA POLYANA. SOFYA'S BEDROOM/HALLWAY. DAY.          82

     Sofya in her bed. A team of doctors hover over her. One of
     them peers into her eyes with a sextant-like instrument.

     We move into the hall to find DR. ROSSOLIMO, an expert in
     mental illness, conferring in the hall with Tolstoy and
     Dushan.

                         ROSSOLIMO
               I believe the Countess suffers
               from a mental degeneracy,
               paranoic and hysterical, chiefly
               the former.

                           DUSHAN
               Yes.

     The doctor walks back into the bedroom. Tolstoy red in the
     face, walks away down the hall. Dushan catches him.

                         TOLSTOY
               Why did you bring him here?

                          DUSHAN
               He's an old friend, you know,
               from Rome.

                         TOLSTOY
               And astoundingly stupid in the
               way of all scientists.

     Dushan is wounded by his uncharacteristic lack of
     generosity.

                                                          63.


                         TOLSTOY
               I'm sorry, my friend, but this is
               all very upsetting to me.

                         DUSHAN
               Yes.

     Tolstoy sits on a small staircase at the end of the hall.
     Bulgakov is already there on the step above him.

                         TOLSTOY
               Take them downstairs. Thank them
               for me. Offer them a drink.

                         DUSHAN
               You'll be alright?

                         TOLSTOY
               Valentin Fedorovich will stay
               with me, won't you, boy

     Valentin nods. Dushan goes to collect the doctors.

     MOMENTS LATER-Tolstoy goes to Sofya's bed. He takes her
     hand. She looks at him with all the love of a new bride.
     Tears come to his eyes. He kisses her hand.

                         SOFYA
               Ya...your...your...I can�t
               remember now...Yo, what did I
               say? What did you mean?

                         TOLSTOY
               You rest now.

     Valentin watches from the doorway as Tolstoy leaves the
     bedside and walks out.


83   EXT. ZASYEKA WOODS. DAY.                                     83

     It is an autumn afternoon. Valentin and Tolstoy pick their
     way through the thick undergrowth.

     As they come into a clearing. Valentin is surprised to see
     a portable table and several chairs set up like lawyers
     office in the middle of the wood. Sergeyenko fiddles with a
     piece of paper on the desk. Chertkov comes toward them.

     Tolstoy stops his horse. He turns to Valentin with tears in
     his eyes.

                         TOLSTOY
               You see, I no longer feel I have
               a choice in the matter. She
               isn't...

     He rides forward toward the approaching Chertkov.

                                                      64.


                    CHERTKOV
          Good afternoon, Leo Nikolayevich.

                       TOLSTOY
          Is it?

They help Tolstoy dismount. They lead him to a nearby stump
and place the writing board before him. Sergeyenko hands a
document to Chertkov who lays it on the board.

                    CHERTKOV
          This will insure that the
          complete works will live in the
          public domain.

                    SERGEYENKO
          Monumentous.

                    CHERTKOV
          Your work is the birthright of
          the Russian people. Now, they
          possess it forever.

Tolstoy looks up at them.

                       CHERTKOV
          Yes?

                    TOLSTOY
          I need a pen.

                       CHERTKOV
          Of course.

Chertkov looks at Sergeyenko who swallows hard. No pen.

                       SERGEYENKO
          I...uh...

                       CHERTKOV
          What?

Sergeyenko moves close to Chertkov, close enough to
whisper.

                    CHERTKOV
          You're a secretary.       How can you
          not have a pen?

Sergeyenko points at Valentin.

                    SERGEYENKO
          He's a secretary, too.      Ask him.

                    CHERTKOV
          Valentin Fedorovich, do you have
          a pen?

                                                             65.


     Valentin hesitates for a moment, looks at Tolstoy, seated
     on the stump, staring into the middle distance.

                         VALENTIN
               I do.

     Valentin fetches it from his satchel.

     Pen in hand, Tolstoy hovers over the document. A long
     moment.

                         CHERTKOV
               Are you alright?

                         TOLSTOY
               I feel like a conspirator.

     Sergeyenko laughs. Chertkov glares at him. It's beyond
     awkward. Valentin looks to the sky, sees the crows
     circling again.

     Without further hesitation, Tolstoy picks up the pen and
     signs the document. Then he moves away from the group.
     Valentin watches him.


84   EXT. ZASYEKA WOODS. DAY.                                      84

     Valentin and Tolstoy water their horses at a stream.
     Tolstoy seems weary.

                          VALENTIN
               Maybe we should get back. It'll
               be dark soon. May I ask you
               something that has nothing to do
               with work?

                         TOLSTOY
               Of course, my dear.

                         VALENTIN
               Do you love your wife?

                         TOLSTOY
               " Your youth and your desire for
               happiness reminds me cruelly of
               my age and the impossibility of
               happiness for me." When I was
               courting Sofya, she was so young
               and pure, it seemed impossible
               that I'd ever have her.
               I didn't want to tell her how I
               felt and I wanted to tell her
               nothing else. So I wrote down a
               string of letters and asked her
               if she could decipher them. She
               looked completely confused,
               thinking it was a game or...

                                                              66.


     Tolstoy looks into the middle distance, remembering his
     love.

                         TOLSTOY
               I gave her one clue. The first
               two Y's, I said, stand for "your
               youth" and then the most
               miraculous thing happened. She
               simply spoke the phrase, my
               phrase...

     Tolstoy looks at Valentin as if the boy might offer some
     explanation of the miraculous.

                         TOLSTOY
               ...as if she had read my mind.
               In that moment, we both knew we
               would always be together. For
               those first years, we were
               incredibly happy, terrifyingly
               happy.

     His old eyes are wet.

                         TOLSTOY
               And now this.

     Tolstoy reaches into his boot, extracts his SECRET DIARY.
     He takes a pen from his shirt, begins to write. Valentin is
     amazed. HE HAD A PEN ALL THE TIME.


85   INT. TELYATINKI. MEETING ROOM. NIGHT.                          85

     Valentin exhausted, sits at the long table.   Chertkov
     appears at his office door.

                         CHERTKOV
               Thank you again, Valentin
               Fedorovich, for your forethought.

                         VALENTIN
               I'm a secretary, after all.

     Chertkov let's it go.

                         CHERTKOV
               You know I had thought for a time
               to suggest that Leo Nikolayevich
               look for someone else. But...he
               said no. He said "He reminds me
               of myself when I was young."

     He goes. After a moment, Valentin gets up and goes to the
     study door.

                         VALENTIN
               I'm leaving Telyatinki.

                                                          67.


                         CHERTKOV
               Really.

                         VALENTIN
               I am going to Moscow.

                         CHERTKOV
               She is leading you around the
               nose.

                         VALENTIN
               Look, you say the movement's
               about love-

                         CHERTKOV
               Yes... The love he tells us to
               practice, the love of the
               Gospels. Why do I have to explain
               this? Perfect love. Eternal love.
               The love that binds mankind
               together.

                         VALENTIN
               But I've never met mankind, only
               men and women, imperfect men,
               imperfect women.

                         CHERTKOV
               Leo Nikolayevich also teaches us
               love can not be weakminded.
               Go. You won't be missed ...a
               naive sentimentalist

     Valentin looks at him for a long moment, then bursts out
     laughing, walks away

                         CHERTKOV
               Why are you laughing? You think
               I'm ridiculous.

                         VALENTIN
               I'm laughing because I didn't
               sneeze.


86   OMITTED                                                    86


87   OMITTED                                                    87


88   OMITTED                                                    88

                                                          68.


89   INT. YASNAYA POLYANA. TOLSTOY STUDY/BEDROOM. DAY.            89

     Tolstoy has fallen asleep at his desk, his SECRET DIARY
     open before him. Sofya enters without knocking. He bolts up
     groggily, tries to hide the little book. Sofya, meanwhile,
     holds up the letter in her hand.

                          SOFYA
                Lyovochka? Prozeveskeny wants to
                purchase the rights to your work
                after your death.

                          TOLSTOY
                Then I shall try and die as soon
                as is convenient.

                          SOFYA
                Don't be silly. They've offered
                one million rubles.

     Silence.

                          SOFYA
                How can you not be pleased?

                          TOLSTOY
                I don't write for publishers. I
                write for people.

     He gets up from his desk.

                          SOFYA
                Where are you going?

                          TOLSTOY
                Valentin's in the library.    He's
                asked to speak to me.

                          SOFYA
                Splendid...while your wretched
                family is left to starve.

                          TOLSTOY
                I don't see anyone starving in
                this house. On the contrary, our
                privilege revolts me.

     He goes.   She calls after him.

                          SOFYA
                But you're always first to the
                trough...always have been.

     Sofya sinks into his chair. On the desk is the photograph
     of herself and Tolstoy that we saw her hang on the wall in
     the early part of the film. She looks at the wall. There
     in it's place is the offending photograph of CHERTKOV that
     she had removed earlier.

                                                             69.


     She can fix that. But as she picks up the photo of her and
     her husband, she notices A SMALL VOLUME, THE SECRET DIARY,
     lying under it. She begins to read.


90   INT. YASNAYA POLYANA. LIBRARY. DAY.                           90

     Valentin waits on the sofa.   Tolstoy walks in, goes to him.

                         TOLSTOY
               What is it, dear boy? You look
               unhappy. What do you want to
               say?

     But before Valentin can respond A GUNSHOT RINGS OUT.


91   OMITTED                                                       91


92   INT. YASNAYA POLYANA. TOLSTOY BEDROOM/STUDY. DAY.             92

     Sofya sits in a chair, firing shot after shot at the
     photograph of Chertkov. Tolstoy and Valentin enter.

                         TOLSTOY
               Sofya, what are you doing?

     She turns toward him, waves the gun in his direction.
     Valentin ducks against the wall.

                         SOFYA
               How could you do this to me?

                         TOLSTOY
               You're not well.

                          SOFYA
               You hurt me again and again. You
               take little pieces of me until I
               become nothing. I don't know who
               I am anymore.
                   (beat)
               I read your diary. I know what
               you've done.

                         TOLSTOY
               You behave like this, I have no
               choice. Now give me the gun.

                         SOFYA
               No! Give me the gun!


                         TOLSTOY
               Give it to me, please.

                                                             70.


     Sofya throws the gun at her husband. She runs out of the
     room. We see the shattered photograph of Chertkov.

     After a moment, Tolstoy into his chair.   Valentin watches
     him in silence.

                         TOLSTOY
               I'd like you to stay here
               tonight.

                         VALENTIN
               Yes, of course.

     With that, the old man gets up and leaves the room, leaving
     Valentin in the wreckage of his world.


93   EXT. YASNAYA POLYANA. GROUNDS. NIGHT.                         93

     The wind blows the trees around the old house.   We see a
     lighted lamp move up the stairs.


94   INT. YASNAYA POLYANA. LIBRARY. NIGHT.                         94

     Valentin in his makeshift bed.

                         SASHA (O.S.)
               Valentin. Valentin.

     He is immediately awake. Sasha, lamp in hand, crouches
     beside him.

                         SASHA
               Get up. He's leaving.

                         VALENTIN
               What?

                         SASHA
               He�s leaving.


95   INT. YASNAYA POLYANA. TOLSTOY'S BEDROOM/STUDY. NIGHT.         95

     Bags are being prepared. Sasha is packing clothes.

                         TOLSTOY
               Essentials only. Nothing that
               isn't absolutely necessary.

     Valentin struggles to close a case full of books and
     papers.

                         TOLSTOY
               Please...we must hurry.

                                                          71.


                         VALENTIN
               Where will you go?

     No one responds. Dushan comes to Tolstoy, sits down and
     begins the ritual taking of the pulse. Meanwhile, Sasha
     wraps a heavy fur coat around his shoulders. She smiles at
     him.

                         SASHA
               Absolutely essential.

                          DUSHAN
               A lantern, I think. It's very
               dark tonight.
                   (beat)
               And the apparatus for giving an
               enema.


96   EXT. YASNAYA POLYANA. GROUNDS. NIGHT.                        96

     The horses are hitched to the droshky, the bags are up on
     the back.



                         SASHA
               Everything's ready.

     Dushan climbs into the carriage. Tolstoy turns abruptly and
     walks back toward the house.

                          SASHA
               Papa...?

                         DUSHAN
               He's changed his mind. He's going
               back to the house.

     They watch as Tolstoy kneels on the wet grass, bending low
     to rub his hands against the earth. After a moment,
     Valentin goes to him, kneels next to him.

                         VALENTIN
               Do you want to go back?

                         TOLSTOY
               When I was a boy, my brother
               Nikolai once brought me to a
               place when I was a boy. He told
               me he'd found a green stick with
               some words on it... the secret to
               happiness for all men everywhere.
               He hid it in the ground. I looked
               for it very often. I've looked
               for it all these years. I really
               believed I would find it
               here...but I never did.

                                                          72.


     Tolstoy looks at him.

                         TOLSTOY
               I never did...but this life is
               behind me now.

     He kisses the ground of his beloved home, gets up and they
     walk back to the droshky.

                         TOLSTOY
               Help me up, will you?

     As they go, he hands Valentin an envelope.

                         TOLSTOY
               Give this to Sofya.

                         VALENTIN
               I will.

     They reach the carriage. Sasha embraces him, kisses him
     over and over.

                         SASHA
               Be well. Be well.

                         TOLSTOY
               Don't cry. I'll send for you when
               I can.

     They help him up onto the droshky and the carriage starts
     slowly away from the old house.


97   EXT. YASNAYA POLYANA. GROUNDS. MORNING                       97

     Out in front of the house, an old peasant woman pulls the
     feathers off a chicken. Over her impassive face, we hear
     deep, heavy sobs.


98   INT. YASNAYA POLYANA. SITTING ROOM. DAY.                     98

     Sofya is in a rage. Sasha sits nearby.

                         SASHA
               I'm simply telling you what
               happened. He's gone. I have no
               idea where. Nobody does.

                          SOFYA
               You're a liar.
                   (beat)
               Liar!

     Sasha won't rise to the bait.

     Valentin comes into the room.

                                                          73.


                         SOFYA
               So, he's gone.
                   (to Bulgakov)
               For good.

                         VALENTIN
               I think so, yes.

     There is a pause. Sofya suddenly smiles, becomes
     solicitous.

                         SOFY
               Darling Sasha, where is your
               father? I know you know. Please,
               please. Don't play games with me.
               Now it�s not the moment.

                         SASHA
               Honestly, I have no idea.

                         SOFYA
               DON'T PLAY GAMES WITH ME.

                         VALENTIN
               I have this for you.

     It is a letter. She grabs it, as if it is something that
     might feed a terrible hunger at the center of her. Moving
     into a corner, she tears it open and begins to read.

     They both watch Sofya's passion. Her face quivers, the
     muscles in her neck stand out. Her shoulders begin to
     shake.

     Crumbling the paper in her hand, she twists her head and
     screams. Then, gathering up her dress, she runs out the
     door.

     Sasha move immediately to the window. From her P.O.V., we
     see Sofya streaking across the lawn.

     They look at each other

                           SASHA
               The pond!

     They run out.




99   EXT. YASNAYA POLYANA. GROUNDS. DAY.                         99

     Sofya sprints away from the house and into the trees. A
     couple of servants join the chase, Ivan and VANYA, a fat
     manservant. Valentin, head of the group, sees Sofya move
     out of the birches. She's heading straight to the pond.

                                                           74.


      Sasha suddenly steams past him.

                          SASHA
                Mama, Mama! Stop. Not this.
                Hurry! Hurry!

                            VALENTIN
                Countess!


100   EXT. YASNAYA POLYANA. POND. DAY                             100

      Sofya has reached the bathhouse. Peasant women watch her as
      they do their wash. She glances back her pursuers, races
      on.

      Tiring now, she goes to her knees. She crawls along the
      jetty toward the water. At the edge of the jetty, she
      falls on her back then turns over, most ungracefully, and
      rolls off sideways into the pond.



      HIGH ANGLE. Sofya sinks into the black water. The sound of
      her rescuers fades away and is replaced by Tolstoy's voice,
      reading the farewell note she still clutches in her hand.

                          TOLSTOY (V.O.)
                My position in the house has
                become intolerable. What I'm
                doing now is what people have
                commonly done - leave their
                worldly life behind to spend
                their last days in peace and
                solitude.

      SLOW MOTION She floats, strangely relaxed, beneath the
      water.

                          TOLSTOY (V.O.)
                I beg you to forgive me for
                everything I've done to you, just
                as I forgive you with all my soul
                for everything you've done to me.

      The silence is suddenly ripped apart by the rescuers. Sasha
      and Valentin jumping into the pond. Sasha, barely able to
      swim herself, thrashes in the water.

                          VALENTIN
                Sasha, go back to the jetty.
                Here, let me help you.

      He offers his arm, using it to push her to safety.

                          SASHA
                No! She's drowning.     Help her!

                                                     75.


                    VALENTIN
          I will. I will. Stay here.

With that, he pushes away from the dock and makes a sharp
plunge under the water.

Sasha watches, waits...and after a long moment Valentin
surfaces pulling Sofya with him.

On the dock, the servants and Sasha help him to get her
heavy body , water soaked dress, back onto the bank.

She looks terrible. Her tongue lolling out, water drizzling
from her open mouth. Sasha is overcome.

                    SASHA
          She's dead. My mother. She's
          dead.

Ivan takes action. He rolls her on to her stomach, works to
expel water from her lungs. This goes on for an agonizing
length of time. Valentin looks to the sky... dull and gray.

Then a sound, coughing sputtering. She is alive. Sasha,
Valentin, and the servants help up.

                    SASHA
          Let me take you to the house,
          mother.

                    SOFYA
          Let me die. Please. Why would
          you rob me of that?

                    SASHA
          Let's go to the house.

Sofya is suddenly clear, almost calm.

                    SOFYA
          Ivan, go to the station. Find out
          which train the master took.

Ivan looks at Sasha for approval.

                    SASHA
          I see no harm in it. Let's get
          her to bed.

Valentin nods. Ivan appears beside him.

                    IVAN
          Life returns to torture her for
          awhile.

He laughs out loud,then walks away.

                                                             76.


101   INT. YASNAYA POLYANA. DINING ROOM. DAY.                      101

      Sasha walks into dining room. Valentin pours them tea.

                          SASHA
                She's exhausted herself. She's
                slept for nearly four hours.

                          VALENTIN
                I'm glad she can sleep. The pain
                subsides a little.

                          SASHA
                The noise subsides a little.

      They smile at each other.

                          SASHA
                Well, a little.

      Ivan comes down the stairs. He stops in the doorway.

                           SASHA
                Come in.

                          IVAN
                A message, miss.

                           SASHA
                For me?

                          IVAN
                No, for your father. From the
                Countess, miss.

                          SASHA
                She's allowed to send a note to
                my father. I just don't know
                where to tell her to send it.

                           IVAN
                She's addressed it to train
                number 9. That's the train the
                master took. The station master
                told me...

                          SASHA
                Why are you giving it to me? She
                is allowed to send my father a
                note!

      Ivan steps forward and hands her the note to inspect. Sasha
      can't help but laugh.

                          SASHA
                She never gives up.
                    (reading the note)
                "Dearest papa. Return at once.
                          (MORE)

                                                            77.

                          SASHA (cont'd)
                Sasha." She signed it with my
                name.

                             VALENTIN
                Ingenious.

                             SASHA
                Obvious.

      She pockets the note. Ivan continues to stand there. Sasha
      looks at him.

                             SASHA
                Yes?

                          IVAN
                He gave me this as well...the
                stationmaster. A note for you.

      Sasha opens it, reads. She looks up, flushed with
      excitement.

                          SASHA
                He's with my aunt.      At the
                Shamardino.

      Sasha runs out of the room.


102   EXT. YASNAYA POLYANA. GROUNDS. DAY                          102

      Sasha, on horse back, rides up and by the camera and away
      down the alley of trees that lead away from the house.

                          SOFYA (O.S.)
                They've all gone


103   INT. YASNAYA POLYANA. LIBRARY. DAY.                         103

      Sitting at his desk, Valentin looks up to see Sofya
      standing in the doorway. She looks exhausted.

                             VALENTIN
                I'm here.

      She walks to his desk.

                          SOFYA
                You're writing to your girl.
                That's lovely.

       Sofya touches his shoulder with real affection, then walks
      across the room to her husband's desk.

                          VALENTIN
                I don't know if she's my girl.

                                                            78.


                           SOFYA
                 But you believe you'll see her
                 again.

                           VALENTIN
                 I very much hope so.

                           SOFYA
                 Yes. Refuse to believe in the end
                 of love. Do all you can to
                 prevent it...

       Sofya picks up a photograph of the two of them, examines
       it.

                           SOFYA
                 I know you know where he is,
                 Valentin.

       Valentin hesitates. She walks back to him.

                           SOFYA
                 I won't ask you to betray his
                 trust...but I need you to go to
                 him. I do. I have to see him. I
                 have to talk to him. I won't
                 make a scene. Promise him that. I
                 must see him.


103A   OMITTED                                                    103A


104    OMITTED                                                    104


105    OMITTED                                                    105


106    OMITTED                                                    106


107    OMITTED                                                    107


108    EXT. COUNTRYSIDE. DAWN                                     108

       Clouds of steam against the white sky. A great black train
       travels through the bleak world


109    INT. THIRD CLASS CARRIAGE. DAY.                            109

       Tolstoy rests on the hard bench of the third class carriage
       he always insists on. He writes on his lapboard. We pan to
       an adjacent bench to find VALENTIN, now with them. He and
       Sasha have a map spread out in front of them.

                                                             79.


                          SASHA
                He's right, you know, to go. She
                will be right behind us.

                          VALENTIN
                I�ve told you she has promised
                she wouldn�t make any problems.
                But besides, where are we going?

      Tolstoy has overheard them.

                          TOLSTOY
                We don't need a plan, my dears,
                we'll simply go

      Dushan appears with several newspapers.   As he hands them
      the papers, he reads the HEADLINES.

                          DUSHAN
                TOLSTOY ABANDONS HOME!
                WHEREABOUTS UNKNOWN...SAGE OF
                YASNAYA POLYANA TAKES FLIGHT!

      Tolstoy looks up from the papers, smiles.

                          TOLSTOY
                I guess our little secret is out.


110   OMITTED                                                      110


111   INT. YASNAYA POLYANA. SITTING ROOM. DAY                      111

      Sofya sits surrounded by the papers. Andrey appears.

                          ANDREY
                There's a reporter outside from
                the Russian World.

                          SOFYA
                Tell him we've received an
                apologetic letter from your
                father..very embarrassed. We
                expect him back any day...

                          ANDREY
                But that's a lie, right?

                          SOFYA
                Yes, that's a lie.


112   EXT. COUNTRYSIDE. DAY                                        112

      The huge iron wheels grind on.

                                                           80.


113   INT. THIRD CLASS TRAIN CARRIAGE. DAY                        113

      Tolstoy sleeps. People still crowd around him.

                          VALENTIN
                Please move back. Please let him
                breath. Please give him some
                room.

                          SASHA
                (to Valentin)
                He can�t breath. Valentin,
                please.
                    (to Dushan)
                The smoke is too much.

                          DUSHAN
                I know. Stay back.

      Tolstoy stirs.

                          TOLSTOY
                Where are we?

                          DUSHAN
                It's alright. Everything's fine.

      He reaches out to touch Tolstoy's forehead. He goes pale.

                          TOLSTOY
                Where are we?

                          DUSHAN
                Let me take your temperature.

      The old man lifts his shirt, takes the thermometer under
      his arm. Dushan reaches for his wrist. Valentin and Sasha
      look at each other, wait for the vital signs. He takes the
      thermometer from Tolstoy, reads it.


      He's clearly shaken.

                          TOLSTOY
                Good old Dushan,...you needn't
                worry. Remember, you are my
                doctor, not my angel. Whatever
                happens, it's not your fault...
                I'm feeling much better now. I
                just need to sleep.

                          DUSHAN
                Good, good. Yes.

      He drifts off again, Dushan stares at the thermometer. His
      eyes fill with tears.

                                                             81.


                          DUSHAN
                He will be fine.


114   EXT. ASTAPOVO. PLATFORM. DAY                                 114

      The train pulls into a small, dusty station, ASTAPOVO.

      Valentin and Dushan support, help him off the train.   Sasha
      looks at the sad, empty platform.

                          SASHA
                We've come to the end of the
                world.


115   EXT. ASTAPOVO. PLATFORM. DAY.                                115

      Dushan and Tolstoy sit on a bench on the platform. Sasha
      and Valentin appear.

                          VALENTIN
                The stationmaster says we may
                have his house for as long as we
                need it. There are no inns
                nearby, so we're lucky.

                          TOLSTOY
                Very lucky.

                          DUSHAN
                Yes.

      They help Tolstoy up. A little bearded man, the station
      master, waits to escort them.

                          SASHA
                You'll be comfortable here, papa.
                The rest of us...we'll find cots
                or sleep in the station.

                          TOLSTOY
                And then we'll be on our way.


116   OMITTED                                                      116


117   OMITTED                                                      117


118   INT. ASTAPOVO. TELEGRAPH OFFICE. NIGHT.                      118

      Valentin approaches the operator.

                          VALENTIN
                Hello, hello? Could you send a
                cable for me?

                                                           82.


119   INT. YASNAYA POLYANA. LIBRARY. NIGHT                        119

      A message comes over the cable machine.

                          VALENTIN (O.S.)
                Tolstoy ill at Astapovo.
                Temperature high. Send it to
                Sofya Andreyevna, Yasnaya
                Polyana.


120   INT. YASNAYA POLYANA. SITTING ROOM. NIGHT.                  120

      Sofya paces. Andrey lolls on the couch reading the paper.

                          SOFYA
                We must leave at once.

                          ANDREY
                We'll make inquiries in the
                morning, mother.

                          SOFYA
                We'll rent a train.

                          ANDREY
                That'll cost a fortune.

                          SOFYA
                Don't say irrelevant things,
                Andrey. It's unbecoming.
                Contact someone. I'll go and
                pack.

                          ANDREY
                Rent a train? God!


121   EXT. ASTAPOVO. PLATFORM. DAY.                               121

      Press and various hangers on have begun to arrive at
      Astapovo. Outside the station master's house, Dushan gives
      an update, temperature, pulse.

      Valentin emerges from the telegraph office, telegrams and
      cables in his hands. A long passenger train pulls in from
      the north. There's general commotion at the new arrival.
      "The Countess." "Is it the Countess?"... More press, a
      cinematographer lugging his gear and CHERTKOV. He spots
      Valentin. There is no greeting, no embrace.

                          CHERTKOV
                Bulgakov! Where is he?    Take me
                to him.

      As they make their way across the tracks, Chertkov can
      barely contain his glee.

                                                            83.


                          CHERTKOV
                He left...astonishing...He
                actually, finally left.

                          VALENTIN
                He wasn't well enough to travel.
                It's very cold.

      Chertkov doesn't hear, He's basking in his victory.

                          CHERTKOV
                It's a triumph for the movement.


122   INT. ASTAPOVO. STATIONMASTER'S HOUSE. DAY.                  122

      Valentin leads Chertkov through the door. Chertkov stops
      short, whispers

                          CHERTKOV
                He looks so small.

      Now, Tolstoy sees him, wakes up, smiles.

                          SASHA
                Papa.

                          TOLSTOY
                It's(hic)you.

      The men embrace. Tears roll down the both men's cheeks.
      Tolstoy continues to hiccup throughout.

                          CHERTKOV
                My dear friend, waht is all of
                this?

                            TOLSTOY
                I needed (hic) to see you. Thank
                you. We have so much (hic) to
                do. (hic) I�m sorry. Damn hic
                ups.
                     (beat)
                Have you seen Sofya?

                          CHERTKOV
                I've made a point not to.

                          TOLSTOY
                I don't know when (hic) she'll
                come. But she'll come (hic). I
                know it.

                          CHERTKOV
                And we'll be ready.

                          VALENTIN
                Ready for what?

                                                           84.


      Chertkov doesn't respond.

                          DUSHAN
                I'm sorry, but it's time for your
                enema.

                          TOLSTOY
                Don't apologize, my friend. Your
                enemas(hic)have become the news
                of the world.
                    (smiles)
                Now, all of you, help turn me
                over.


123   INT. ASTAPOVO. STATIONMASTER'S HOUSE. NIGHT.                123

      Everyone is asleep. Valentin keeps a vigil at Tolstoy's
      bedside. His rest is fitful, his breathing ragged. Valentin
      stands and walks out.


124   INT. ASTAPOVO. TELEGRAPH OFFICE. NIGHT.                     124

      Valentin approaches the little window.

                          VALENTIN
                I'd like to send another cable.

      The man nods, readies his pencil.

                          VALENTIN
                At Astapovo. Stop. Tolstoy Ill.
                Stop. Heart breaking. Stop.
                Please Come.... That's it.

      The man looks to him for an address.

                          VALENTIN
                It goes to Masha...to Maria
                Filipovna Melinov, Moscow. Thank
                you.


125   EXT. ASTAPOVO. PLATFORM. DAY.                               125

      The media circus is in town. There are snack bars and huts,
      an army camp with typewriters instead of guns. Several news
      cameras are set up near the stationmaster's house. Tents
      have been erected as make shift shelters and offices.
      Reporters struggle to get into the telegraph office. Word
      goes around something big is happening.

      At the platform, we see the highly polished private train
      pull in. The Countess has arrived.

                                                           85.


      SOFYA APPEARS in her handsome traveling clothes. An
      unctuous little orthodox priest follows her out of the
      train.

                            ORTHODOX PRIEST
                  If the Count should have a change
                  of heart...if in the last moment
                  he chooses to confess, mother
                  church is there to embrace him
                  with open arms.

      She nods.

                            SOFYA
                  I'll see what I can do, father.

      She moves with purpose across the tracks and through the
      throng Reporters pelt her with questions.


126   INT. ASTAPOVO. STATIONMASTER'S HOUSE. DAY.                 126

      Chertkov, Sasha and Valentin watch through the window.

                            SASHA
                  She's coming this way.

      Chertkov starts to put on his coat.

                            CHERTKOV
                  Not before she stops to tell them
                  lies, catalogue my atrocities.

                            VALENTIN
                  Let me speak to her.

      He heads toward the door.


127   EXT. ASTAPOVO. PLATFORM. DAY                               127

      Sofya has reached the edge of the platform where DUSHAN
      gives his medical update, temperature and pulse, to the
      press. She pulls Dushan aside. Reporters surround them.

                            SOFYA
                  I want to see my husband.

                            DUSHAN
                  Yes I'll...uhm...

                            SOFYA
                  I want to see him. Now!

      Dushan is terrified. Valentin arrives at the platform.

                              VALENTIN
                  Countess!

                                                             86.


                          SOFYA
                Valentin...Will you help me?    I
                have to see him. Please.

                          VALENTIN
                Of course. But I'm not certain if
                it�s the best time, Countess.

      She starts toward the building.

                           SOFYA
                It is.   It's the right time for
                me.

                          VALENTIN
                Sofya Andreyevna...
                (to the crowd) Stay back, stay
                back.




128   EXT. ASTAPOVO. STATIONMASTER'S HOUSE. DAY                    128

      As Valentin arrives outside the door, he see Sofya
      physically recoil. She is confronted by Chertkov and Sasha
      blocking the door.

                          SOFYA
                I want to see my husband.

      Members of the press, crowd `round trying to listen.

                          SASHA
                He's too weak now, mother.

                          SOFYA
                But he's not too weak to see you.
                Not too weak to see that...

      She gestures in Chertkov's direction. The passion attracts
      more onlookers.

                          CHERTKOV
                Do you really want to do this
                here?

      She does her best to ignore him.

                          SOFYA
                I am the leper outside the gate,
                while he sleeps with the devil
                himself.

                          SASHA
                Vladimir Gregorovich is here
                because father asked him to be
                here.

                                                        87.


This stops Sofya for a moment. She looks to Valentin.

                    SOFYA
          Is that true?

Valentin nods.   She tries another tack.

                    SOFYA
          Have you told him I nearly
          drowned in the pond?

                    SASHA
          We didn't have to. It was in all
          the papers.

Valentin is very aware of the publicness of it all.

                    VALENTIN
          Let me take you back.

But she plows on.

                    SOFYA
          What did he say?

                    SASHA
          That if you killed yourself, he'd
          be upset.

                    SOFYA
          He'd be upset?

                    SASHA
          Horribly upset...but he could not
          have acted other than he did.

Sofya begins to sob.

                     SOFYA
          I want to see him.
              (beat)
          He's not your husband.   He's my
          husband.

                    SASHA
          You're unbearable.

Sasha goes back toward the door.

                    SOFYA
          And you are a stone-hearted bitch
          of a daughter.

Sasha disappears back inside. Sofya screams after her.

                                                              88.


                          SOFYA
                I lost five children. Why
                couldn't one of them have been
                you?

      Chertkov watches, makes little attempt to conceal his
      pleasure.

                          CHERTKOV
                Are you finished?

      A pause. Sofya is suddenly aware of the crowd around her.

                          SOFYA
                Valentin, will you take me back?

      Valentin nods.

                          VALENTIN
                Yes, of course.

      Sofya takes his arm, starts back across the platform.
      Shaken, she tries her best to maintain her dignity as she
      walks through the crowd. She leans against Valentin,
      whispers.

                          SOFYA
                I've behaved badly, haven't I?

                          VALENTIN
                No, Countess, Don't worry. Not at
                all.

      Around her, journalists ask questions, photographers call
      out "Turn to us, Countess." "Show us your eyes."


129   OMITTED                                                       129


130   INT. ASTAPOVO. PRIVATE TRAIN. DAWN.                           130

      Valentin, in his wrinkled suit, is asleep in a chair. He
      wakes to see Sofya stretched out on the sofa. He watches
      her. She doesn't stir. After a moment, he goes out.


131   EXT. ASTAPOVO. PLATFORM. DAY                                  131

      Valentin emerges from the telegraph office. He walks along
      the platform, a stack of letter and telegrams in his hands.
      A few reporters type their early morning dispatches.


132   OMITTED                                                       132


133   OMITTED                                                       133

                                                            89.


134   INT. ASTAPOVO. STATIONMASTER'S HOUSE. DAY.                   134

      Valentin comes into the room, acknowledges Chertkov who
      sits at his makeshift desk going through letters and
      cables. He goes to the bedside, stops next to Dushan.
      Silence, interrupted only by Tolstoy's incessant hiccups.
      Valentin notices Dushan is on the verge of tears.

                          VALENTIN
                What is it? Dushan, what�s wrong?

                          DUSHAN
                Listen to him. I'm supposed to
                be a doctor, for God's sake.

      Weak, feverish, Tolstoy sits up in bed.   Sasha moves to
      help him.

                          TOLSTOY
                Sofya!

                          DUSHAN
                What is it? What is it?

      Valentin goes to Tolstoy. He's in a kind of panic. Chertkov
      comes into the room.

                          TOLSTOY
                She's come, hasn't she? She`s
                here.

      He points to the corner.   But it is nothing, a gray shape
      thrown by a coat rack.


                          CHERTKOV
                You're imagining things.


                          DUSHAN
                It's true, Leo Nikolayevich.

                          TOLSTOY
                Sasha...where's your mother?

      Tolstoy's eyes fill with tears. Valentin looks to Sasha.
      She looks from him to Chertkov.

                          CHERTKOV
                She's at home.

                           TOLSTOY
                If she wanted to see me I
                couldn't refuse her.
                    (beat)
                Is she going to come here?

      All eyes are on Sasha.

                                                             90.


                          SASHA
                I don't think so...I don't know,
                Papa. There's no way to...

                             TOLSTOY
                To what?

      Will she waiver?    A long, agonizing beat.

                          SASHA
                She's at home. I'm sure of it.

      Valentin looks at the floor.

                             TOLSTOY
                At home.

                             SASHA
                Yes, Papa.

      Tolstoy nods, pats Sasha's hand.

                          TOLSTOY
                Very beautiful isn't it?

                             SASHA
                Our home?

                             TOLSTOY
                Yes.

      He leans back against the pillow and drifts again. Sasha
      gets up and goes outside. After a moment, Valentin
      follows.


135   EXT. ASTAPOVO. STATION MASTER'S HOUSE. DAY                   135

      Valentin sees her leaning against the wall.   She's in pain.

                          SASHA
                He said to me once..."you're like
                your mother. You're so full of
                anger."

      She turns to him.

                          SASHA
                I know it's terrible...but who
                will protect him? I don't want
                him to die.

      Valentin touches her face, goes back inside and into

                                                           91.


136   INT. ASTAPOVO. STATION MASTER'S HOUSE. LIVING ROOM. DAY. 136

      Where Chertkov has made a makeshift office. He pores
      through the cables, letters and telegrams that litter the
      station master's dining table. He holds one up for
      Valentin.

                          CHERTKOV
                Kind thoughts from George Bernard
                Shaw.

      Valentin walks to the table.

                          VALENTIN
                You lied to him.

                          CHERTKOV
                Keep your voice down.

                          VALENTIN
                He wants to see her.    You heard
                him say it.

                          CHERTKOV
                What exactly do you think she
                will bring him?

                          VALENTIN
                I don�t know, they�ve been
                married for 48 years.

                          CHERTKOV
                I�ll tell you what she�ll
                bring...Vanity, fuss and noise.

                          VALENTIN
                She promised me-

                          CHERTKOV
                What? Promised you what? You�ve
                seen her at close quarters, boy.
                You think she�s capable of
                restraining herself?

                          VALENTIN
                They have a whole life togehter.
                Why do you have to deny that?

                          CHERTKOV
                You're a victim of her romantic
                nonsense. You seem to forget she
                wants to destroy everything we
                do. She travels with that
                unctious little priest.

                          VALENTIN
                Keep the priest away-

                                                            92.


                           CHERTKOV
                These people are vultures. They
                send in at the last moment and
                welcome him back to the church.
                That's their fantasy.
                    (beat)
                A death bed recantation. Do you
                have any idea the damage it would
                do? Everything he's dreamed of,
                everything we've worked for will
                be gone. A simple noble death is
                what we want. It is what he
                wants.


                          VALENTIN
                No, you want an icon. You want to
                take photographs and give out
                postcards..You want people to
                kneel in front of an image you�ve
                created. But he doesn�t wanted
                that. He never wanted that, and
                it will give him no peace.
                (beat)
                He wants to see her...let her
                come.

      They see Sasha looking from the door.   She turns and closes
      it.

                          CHERTKOV
                I will do everything in my power
                to prevent that.

                          VALENTIN
                Oh, God. You exhaust me.

                          CHERTKOV
                I used to think you were just
                naive, Valentin, maybe a little
                stupid.   I see now you're more
                dangerous than she is.

      He turns back at the door.

                          VALENTIN
                Tell me one thing. That image you
                want to create, just looks like
                you, doesn�t it?

      Valentin leaves the room.


137   EXT. ASTAPOVO. PLATFORM. NIGHT.                             137

      The circus sleeps. Valentin sits on a bench outside the
      station master's house. The tents erected by the press
      glow like lanterns in the field.

                                                           93.


      Some people lie on the hard platform. He looks across the
      tracks at Sofya's private car. A single light burns in the
      window


138   INT. ASTAPOVO. PRIVATE TRAIN CARRIAGE. NIGHT.               138

      Sofya keeps her solitary vigil. The priest has fallen
      asleep sitting up. She finishes her prayers, gets up,
      looks across at the lonely cottage. She can make out
      Valentin's figure on the platform.


139   EXT. ASTAPOVO. PLATFORM.NIGHT                               139

      Dushan appears in the doorway. Solemn, he gestures for him
      to come inside. Valentin stands.


140   INT. ASTAPOVO. PRIVATE TRAIN CARRIAGE. NIGHT.               140

      Sofya watches the two figures disappear inside.


141   INT. ASTAPOVO. STATIONMASTER'S HOUSE. NIGHT.                141

      Valentin sees Chertkov standing near the bed. Dushan
      returns to the chair next to Tolstoy. His cheeks are damp,
      his breathing irregular.

                          SASHA
                It can't be right.    His fever is
                down.

                          DUSHAN
                His pulse, you see...

      Dushan begins to cry. Suddenly, Tolstoy becomes lucid.

                          TOLSTOY
                Sofya...my dear Sofya. So much
                has (hic) fallen to her.

      Everyone moves nearer the bed. Tolstoy looks at Valentin.

                           TOLSTOY
                Who's going to look after her?
                    (beat)
                Someone needs to look after her.

      There is a long pause. Sasha looks at Valentin.

                          SASHA
                Shall I call her?

                          TOLSTOY
                This is it(hic). The end.

                                                           94.


      He seems to smile.

                          SASHA
                Do you want to see her, papa?

                          TOLSTOY
                Sasha, Sasha..
                It's(hic)nothing...Nothing.

      He falls onto his pillow, asleep.

                          CHERTKOV
                It's almost over.

      Sasha looks at him, shakes her head.

                          SASHA
                I can't do this anymore.

                          CHERTKOV
                He won�t know who she is anyway.


142   INT. ASTAPOVO. TRAIN CARRIAGE. NIGHT.                      142

      Everyone sleeps but Sofya. There is a knock on the door.
      Sofya opens it. It is Sasha. A pause.

                          SOFYA
                Has he asked for me?

                           SASHA
                I want you to come.    Take a coat.
                It's cold.


143   EXT. ASTAPOVO. STATIONMASTER'S HOUSE. NIGHT.               143

      Sofya and Sasha walk to the door. The reporter calls out

                          REPORTER
                Countess...Countess...Do you have
                any information? Countess...Is he
                dying? Is he dead?

      Sasha takes her mother's hand.


144   INT. ASTAPOVO. STATIONMASTER'S HOUSE. NIGHT.               144

      She steps into the room. For a moment, she seems
      overwhelmed at the sight of him. She looks at Valentin, who
      nods at her as if to say go on. Sofya walks past Chertkov
      without acknowledging him. Dushan lets go his hold of
      Tolstoy's wrist and gets out of the chair, out of her way.
      She approaches her sleeping, husband, the love of her life,
      her cross, her everything.

                                                       95.


                       SOFYA
          Lyovochka!

There is no response.    She throws her arms around him.

                    SOFYA
          Please forgive me, my darling!

                       SASHA
          Mother...

                    SOFYA
          I'm a fool.. I'm a selfish woman.
          But I love you. Please believe
          me. Please understand me. Please
          forgive me for all my weakness
          and badness. Please! Please! Love
          me!

                       SASHA
          Mother!


Sasha takes her hand, whispers.

                    SASHA
          Control yourself.

                    SOFYA
          Was I shouting?

                    SASHA
          You have to control yourself.

Sofya looks around and sits back. Strangely, she does
control herself. She becomes very still. She takes her
husband's hand, begins quietly to speak to him.

                    SOFYA
          You don't speak, but I hear you.

She carries on two sides of an impossible conversation.

                     SOFYA
          "Do you love me, Lyovochka."
              (beat)
          "Never stopped, my little bird."
              (beat)
          "And you will never stop"
              (beat)
          "Never."
              (beat)
          "Nor ever leave me again."
              (beat)
          "Never, ever again.
              (beat)
          "Good...good... let's go home"

                                                        96.


She sits very still holding her husband's hand. Then, it
seems she feels the slightest of movements, the slightest
squeeze of her hand. She looks down to see Tolstoy open his
eyes. He looks at her for a moment, the hint of a smile,
then closes his eyes again.

Valentin sees it, glances at Sasha.   Then, he begins to
fight for breath.

                    DUSHAN
          First cessation.

A general sense of panic at the proximity of death. Tolstoy
fights for a last breath.

                    DUSHAN
          Second cessation.

Sofya whispers quietly to her dying husband.

                    SOFYA
          Please forgive me if I cry a
          little now.

Tolstoy continues to struggle, then silence, silence.

Sasha starts to sob. Sofya reaches out to her daughter.
Sasha comes to her mother who holds her.

She feels someone next to her.   She looks up. It's
Chertkov.

                    CHERTKOV
          I am sorry, Sofya Andreyevna.

The most unlikely thing, she pats his hand.

                    SOFYA
          It's alright. What happens from
          now on... it will never really
          matter. Not really. Everything's
          finished.

Chertkov sits beside them. She turns to Dushan.

                    SOFYA
          Dushan, could you tell them your
          great friend is gone?

                    DUSHAN
          Yes.

He nods, walk out into the dawn light to tell the world Leo
Tolstoy is dead.

                                                              97.


145   EXT. ASTAPOVO. PLATFORM. DAY                                  145

      A sizeable crowd has assembled, the usual reporters,
      photographers, cinematographers, but students, too, and
      soldiers, factory workers, housewives.

      Dushan faces the crowd. Quiet. Quiet.

                          DUSHAN
                At ten minutes after six in the
                morning, a great soul passed from
                our world. Leo Nikoleyevich
                Tolstoy is dead.

      As Dushan finishes his tribute, a single voice begins to
      sing the old Russian hymn, Eternal Memory. Gradually, more
      and more of the crowd picks it up. Valentin begins to sing.
      His eyes run over the crowd of mourners. Then, something
      stops the flow of his gaze. His eyes fill with tears.

                           VALENTIN
                Masha...

      Masha. She walks slowly toward him out of the crowd. He
      goes to her, takes her in a long embrace.

                          VALENTIN
                Masha...Masha...I'm so sorry he's
                gone. He�s gone.

                          MASHA
                Yes. Yes. I know, but I came for
                you, Valya. I came for you, too.

                          VALENTIN
                I love you. I do. I love you.

                          MASHA
                Then, hold me. Hold me. Hold me.

      The song, the voices swell around them.   They hold each
      other like they will never let go.


146   EXT. ASTAPOVO. PLATFORM. DAY.                                 146

      A black draped funeral train waits in the station. Many
      mourners are congregated on the platform. Chertkov comes
      out of the little house, followed by Andrey, Valentin and
      Dushan carrying Tolstoy's coffin to the train.

      Sofya appears with Sasha, who escorts her through the
      crowd. The Orthodox priest approaches .

                                                           98.


                          ORTHODOX PRIEST
                As a daughter of the church, I'm
                sure you wouldn't object to my
                saying a few words at the
                funeral.

      Sofya stares at him for a long moment.

                          SOFYA
                My husband needs no
                justification. Besides, it�s been
                enough talking as it is. Thank
                you, father.

      She climbs onto the train.


147   INT. ASTAPOVO. PRIVATE CARRIAGE. DAY.                       147

      Sofya settles into the comfort of the private car. She sits
      next to Sasha. Andrey and Dushan are near her. There's a
      noise from outside.

                          VOICE (O.S.)
                Countess...Countess.

      She looks out. Below the train window, Valentin and Masha
      stand hand in hand. She gets up and opens the window.


148   EXT. ASTAPOVO. PLATFORM. DAY.                               148

                          VALENTIN
                Excuse me, Countess. This may
                not be the time, but-

      Sofya smiles

                          SOFYA
                Valentin... and who's this...

                          VALENTIN
                Masha...this is Masha.

      Sofya nods.

                          SOFYA
                This is your girl. Good. Good.
                Is there anything I can do for
                you?

                          VALENTIN
                No, no. Not at all. I just wanted
                to say good bye.

                           SOFYA
                Yes...Good bye, good bye.     God
                bless you.

                                                             99.


                          VALENTIN
                God bless you, too.


149   INT. ASTAPOVO. PRIVATE TRAIN. DAY                            149

      Sofya sits back down with Sasha. They hold hands.

                          SOFYA
                Well, I'm ready to go now.
                    (to Andrey)
                Why aren�t we moving? Can't
                someone make it move?

      But at that moment, the train begins to move.

                            SOFYA
                Oh!


150   EXT. ASTAPOVO. PLATFORM. DAY.                                150

      Sofya looks out the window, sees the people lined up along
      the rail, mourn her loss. As she looks away, we see the
      people reflected in the glass, some of them kneel, some of
      them remove their hats.

      Valentin watches the train pull away. He holds Masha to
      him.

      As the train   moves slowly through the corridor of mourners,
      some of them   fall in and walk behind it. The camera travels
      up and up as   the train travels north taking Sofya and her
      husband back   to Yasnaya Polyana.