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Valkyrie Movie Script

Writer(s) : Christopher McQuarrie, Nathan Alexander

Genres : Drama, Thriller, War

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                           VALKYRIE




                          Written by

            Christopher McQuarrie & Nathan Alexander




                                         January 8, 2007


   I swear by God this sacred oath:

   That I shall render unconditional obedience to
   Adolf Hitler, the F�hrer of the German Reich, and
   that I shall at all times be prepared, as a brave
   soldier, to give my life for this oath.


1   BLACK                                                   1

    And from out of the blackness a voice. A man speaking
    in German - faint at first, crackling over the radio.
    Subtitles translate the voice of Adolf Hitler.

                       HITLER (V.O.)
            My comrades. Once again - I don't
            know how many times it has been now
            - an attempt has been made on my
            life. I speak to you tonight for
            two reasons. First, so that you can
            hear my voice and know that I am
            unhurt. And second, so that you may
            know the details of a crime without
            parallel in German history...


2   EXT. AIRFIELD - DAY                                     2

    TITLES: SMOLENSK, RUSSIA - THE GERMAN EASTERN FRONT.
    13 MARCH 1943.

    A lonely airfield. A NAZI OFFICER and his AIDE stand
    rigid by a gleaming limousine. The officer's uniform
    denotes a man of high rank - a man of weight.

    TITLES: MAJOR-GENERAL HENNING VON TRESCKOW - CHIEF OF
    STAFF FOR ARMY GROUP CENTER.

    Tresckow smokes a cigarette, his arm the only
    movement in the frame.

    PULL BACK TO REVEAL the airstrip is surrounded by
    Army Group vehicles and personnel - SD and SS
    escorts, photographers, aides, Nazi party
    dignitaries, etc. - all frozen like statues. Eerie.
    Whatever is going on, it's big. The faint sound of
    distant airplanes brings tension, subtle but sharp.

    Approaching the field are three Focke-Wulf 200
    Condors escorted by a formation of Messerschmitt-109
    fighters. Silence gives way to an escalating roar
    that seems to have no maximum. One by one, the
    massive four-engine Condors land while the fighters
    roar overhead and circle the airfield. The Condors
    come to rest and, needing no introduction:

    ADOLF HITLER alights from the lead plane, obscured by
    the surrounding platoon of heavily armed SS GUARDS.

    (Note: Hitler is obscured throughout the entire
    sequence proving how inaccessible he truly was.)

                                                         2.



    Tresckow and his Aide step forward to greet Hitler,
    but they are pushed back by SS guards. The F�hrer
    marches past without so much a glance at his hosts or
    their waiting limo.

    To Tresckow's surprise, a second limousine roars onto
    the airfield from out of nowhere. It is dirty, the
    windscreen spotted with bugs from a long drive.
    Hitler gets in the dirty car and speeds off.

                       VOICE (O.S.)
           It's not so much your car he
           doesn't trust... It's your driver.

    Tresckow and his Aide turn. Standing behind them is:

    TITLES: COLONEL HEINZ BRANDT - SENIOR STAFF OFFICER
    OF THE ARMY OPERATIONS SECTION.

    The consummate Nazi, he is always scribbling notes in           
    a small datebook. Without looking up, Brandt hops               
    into the limo they brought for Hitler.                          

    Tresckow and his Aide share a glance and get in. A
    beat later they are speeding after Hitler's car.


3   EXT. ARMY GROUP CENTER - DAY                              3

    Est. Hitler's headquarters for the Eastern Front is
    bustling. Security is tight, everyone is on edge.


4   INT. ARMY GROUP CENTER - MESS HALL - DAY                  4

    Long tables packed with SOLDIERS straining their
    necks to get a glimpse of their leader at the head
    table, but he is obscured by his detail of SS guards.
    ONE MAN dares to approach. The room falls silent.

    HITLER'S PERSONAL CHEF places a tray before the
    F�hrer, producing a knife and fork, cutting a bite.
    We think he is going to hand feed Hitler until he
    places the food in his own mouth, chewing slowly,
    deliberately. He swallows. We wait for him to die.
    When he doesn't, Hitler begins to eat. The rest of
    the room relaxes slightly and digs in.

    ANGLE ON: Seated further down the table are Tresckow
    and his Aide. Between them, once again, is Brandt,
    eating like a pig, still making notes in his book.              
    Tresckow stares.                                                

                                                        3.



                         TRESCKOW
           Managing the F�hrer's security must
           be quite an undertaking.

                         BRANDT
                   (in between mouthfuls)
           Irregularity is the F�hrer's                            
           precaution of choice.

                         TRESCKOW
           I can assure you he's safe here.
           Relax, Brandt. Enjoy your meal.

    Brandt's look says, "Don't be ridiculous." He cleans
    his plate in seconds. Then he gently dabs his mouth,
    takes out his datebook and starts writing - once
    again the precise man we saw on the airfield.

                    TRESCKOW (CONT'D)
           I understand you're returning to
           Berlin this afternoon...

    Brandt nods.

                    TRESCKOW (CONT'D)
           Could I trouble you to deliver a
           package to Colonel Stieff?

    Brandt nods again, too busy writing to notice the
    knowing glance Tresckow shares with his Aide...


5   INT. ARMY GROUP CENTER - PRIVATE OFFICE - LATER          5

    Tense silence. Tresckow and his Aide are hunched over
    two bottles of Cointreau on a large desk next to:

    TWO PAIRS OF BRITISH `CLAMS' - a small black plastic           
    casing held together by magnets and adhesive tape.             

    Tresckow inserts a short, pencil-shaped fuse through
    the narrow opening. All that remains exposed is a
    small glass capsule. The trigger. Tresckow turns his
    attention to the bottles of Cointreau...


6   EXT. AIRFIELD - DAY                                      6

    The Condors' engines roar, ready for take off.
    Soldiers stand at attention as Hitler boards. Brandt
    is with him, scribbling in his ever-present datebook.

                                                         4.



    Tresckow and his Aide approach. Tresckow gently
    handles a carefully wrapped package.

    CLOSE ON: Tresckow presses a key against the side of
    the package, crushing the glass capsule inside. The
    explosive armed now, he hands it to Brandt.

                         TRESCKOW
           With my regards to Colonel Stieff.

    Brandt accepts the gift, looking up from his book. He
    studies the familiar shape.

                          BRANDT
           Cointreau? You better hope I don't
           get thirsty on the flight.

    Tresckow politely smiles, hiding his nerves, having
    just handed a bomb to Hitler's Head of Security.
    Brandt unknowingly carries it onto the plane with
    Hitler. The door to the Condor is sealed behind him
    along with, we hope, the F�hrer's fate.

    Tresckow looks at his watch and we DISSOLVE TO:                   


7   INT. ARMY GROUP CENTER - PRIVATE OFFICE - LATER             7

    A clock shows us that thirty minutes have passed.

    Tresckow and his Aide are seated on either side of a
    desk staring at the telephone. Smoking. Waiting...

                                                 DISSOLVE TO:


8   INT. ARMY GROUP CENTER - PRIVATE OFFICE - LATER             8

    Three hours later. The ashtray is overflowing but
    Tresckow and his Aide have not moved. Finally...

    The phone barely rings before Tresckow answers. He
    doesn't say a word, he only nods and hangs up.

                        TRESCKOW
           He's... landed.                                            

    It takes a moment for the gravity of this to set in.

                           AIDE
           What about the...

    Tresckow is already dialing the telephone.

                                                          5.



                          TRESCKOW
            Get me Colonel Brandt...
                        (staying cool)
            Colonel? Tresckow... I trust you
            landed safely... I hate to trouble
            you but there's been a bit of a mix
            up. It seems you have the wrong
            bottles for Colonel Stieff. You...
            do still have the package?

     Long pause. Torture. Then:

                     TRESCKOW (CONT'D)
            I can be at your office first thing
            tomorrow morning to pick it up.
            Terribly sorry for the
            inconvenience... Thank you.

     Tresckow slowly hangs up the phone.

                            AIDE
            Do you think he knows?

     Tresckow shrugs, opening a bottle of Cointreau and
     pouring two glasses with a shaking hand.

                          TRESCKOW
            There's only one way to be sure...


9    EXT. OKH HEADQUARTERS - DAY                               9

     Est. An early morning fog blankets the ground,
     obscuring our view. Eerie.


10   INT. OKH HEADQUARTERS - HALLWAY - DAY                     10

     Footsteps echo through the cavernous hallways.
     Tresckow marches with purpose through the numerous
     security checkpoints. It is a long, suspenseful walk.
     He is aware of someone walking up behind him, getting
     closer. We think he's done for, but a BESPECTACLED,
     MIDDLE-AGED OFFICER overtakes him and whispers:

                             OFFICER                                  
            What happened?                                            

     TITLES: GENERAL FRIEDRICH OLBRICHT - CHIEF OF GENERAL            
     ARMY OFFICE IN BERLIN.                                           

                                                     6.



                     TRESCKOW                               
       I can only guess the altitude                        
       caused the fuse to malfunction.                      
       First the beer hall, Memorial Day -                  
       now this. Someone is watching over                   
       that sonofabitch, I swear it.                        

                     OLBRICHT                               
       We've been discovered.                               

Tresckow halts and faces Olbricht, expressionless.          

                     TRESCKOW                               
       What makes you think-

                    OLBRICHT
       Oster's been arrested. The Gestapo
       came for him last night.

Tresckow thinks for a beat and resumes walking.
Olbricht hurries after him.

                OLBRICHT (CONT'D)
       Did you hear what I said?

                     TRESCKOW
       The Gestapo could have arrested him
       for anything. Find a replacement.                    

                    OLBRICHT
       There's no one we can trust. Not in                  
       Berlin.                                              

                     TRESCKOW
       Then stop looking in Berlin.                         

Just then, they approach the final threshold, a             
SENTRY guards an office marked:

COLONEL HEINZ BRANDT.

Olbricht stops, regarding the door with dread. But          
Tresckow presses on, reaching the door, about to
enter when:

                      SENTRY
       Your pistol please.

Oh shit. Tresckow plays it cool, removing his pistol
from its holster and handing it over.                       

And with a nod to Olbricht, Tresckow squares his
shoulders and enters Brandt's office.

                                                        7.




11   INT. OKH HEADQUARTERS - BRANDT'S OFFICE - CONTINUOUS    11

     Brandt is at his desk, writing as always. Tresckow
     notices Brandt's pistol sitting within arm's reach. A
     clock ticks loudly. Imagine it. Then wait. Finally:            

     Brandt puts his pen down, stands and salutes, but the          
     gesture is almost casual. Pure formality.                      

                           BRANDT                                   
            You'll forgive me, General. This                        
            little round-up has had me writing                      
            reports all day.                                        

                           TRESKOW                                  
            Round-up?                                               

                           BRANDT                                   
            Dissenters. A plot against the                          
            F�hrer.                                                 

     Tresckow makes a good show of laughing that off.               

                          TRESKOW                                   
            Who would even have the balls?                          

                           BRANDT                                   
            You'd be surprised, the number of                       
            cowards in this army that would be                      
            willing to stand against the Reich.                     

                          TRESKOW                                   
            Only if the F�hrer were dead, of                        
            course.                                                 

                           BRANDT                                   
            Of course. It's one thing to think                      
            you know what's right. What matters                     
            is having the strength to do it.                        

     Clunk. Brandt produces the package, putting it on the          
     desk in front of him.                                          

                      BRANDT (CONT'D)                               
            Is this what you've come for?                           

     Pause. Staying cool, Tresckow reaches for it:                  

                      BRANDT (CONT'D)                               
            Perhaps we should open it.

     Tresckow freezes, studies Brandt's cold smile.

                                                          8.



                          TRESCKOW
            I beg your pardon.

     Brandt sits back, smiles. Does he know?                          

                           BRANDT
            You've come a long way. You must be
            thirsty.

                          TRESCKOW
            I wonder how the F�hrer, who does
            not partake, would feel about an
            officer who did so on duty...
            Colonel Brandt.

     Brandt's smile fades. We can't decide why. He picks
     up the package carelessly. Tresckow stays cool
     despite the armed explosive just a few feet away.

                           BRANDT
            I took you for another sort,
            General.                                                  

     And we realize he really did just want a drink. He
     knows nothing about what the package hides.

                          TRESCKOW
            And I you.

     Tresckow reaches out, grabbing the package and:                  

     BANG. The sound of an EXPLOSION O.S. takes us to:                


12   EXT. DESERT - DAY                                         12

     TITLES: TUNISIA, NORTH AFRICA - THE RETREATING 10TH
     PANZER DIVISION. 7 APRIL 1943.

     Moving rapidly through an olive grove in the
     otherwise wasted desert. A column of tanks, trucks
     and heavy equipment flow by with a sense of barely
     contained chaos. Men dismantle tents from around
     others dumping documents into burning oil drums.

     In the middle of it we find a tall, handsome young
     officer (age 35). He wears an Afrika Korps uniform
     complete with Colonel's badges, staying cooler than
     the other side of your pillow. He directs men this
     way and that, holding back panic.                                

     TITLES: COLONEL CLAUS VON STAUFFENBERG - STAFF
     OFFICER, 10TH PANZER DIVISION.

                                                     9.



A jeep speeds up to him from the distance, driven by
a YOUNG LIEUTENANT.

                 YOUNG LIEUTENANT
       Colonel Stauffenberg, sir. A new
       headquarters has been established
       at Mezzouna. I'm to take you there.

Stauffenberg looks over the scene, expressionless.

                  STAUFFENBERG
       Now they tell us to disengage - a
       day late. No matter how many times
       we tell Command the reality, they
       always manage to leave us-

But he stops himself, containing his rage.

                 YOUNG LIEUTENANT
       Colonel, the enemy is less than
       five kilometers from here. You've
       done all you can.

Stauffenberg glances at his right hand, contemplating
a ring on his finger. After a beat:

                   STAUFFENBERG
       I wonder... Was there even a point
       in our coming to Tunis?

                YOUNG LIEUTENANT
       To get taken prisoner, it seems.

Stauffenberg smiles bitterly and gets in the jeep as:

BOOM. The first bomb explodes before we even see the
tight formation of BRITISH FIRE-BOMBERS overhead.
Fighter planes strafe with machine-guns. Artillery
blasts strike in front and behind the retreating
column. The 10th Panzer Division is trapped.

Panic hits the column like a tidal wave. Stauffenberg
taps the Young Lieutenant who drives into the melee.

Soldiers abandon their vehicles but cover is in short
supply and many are left in the open. So they run.
Dozens are gunned down by the assailing fighters. The
survivors watch in horror as the fighters slowly turn
to make another run. In a panic, the soldiers run the
other direction, halted by a jeep blocking the way.

Stauffenberg stands in the passenger seat.

                                                        10.



                       STAUFFENBERG
            STOP. WAIT UNTIL THEY COMMIT.

     The men calm when they see the Colonel, trusting him.
     They turn and watch the formation of planes complete
     their turn and bear down, gaining speed. Knees tense,
     some jerking from the natural inclination to flee.

                   STAUFFENBERG (CONT'D)
            STAND FAST, I SAID.

     They do, despite the menace of the planes' engines
     growing louder, meaner...


13   INT. LEAD FIGHTER COCKPIT - DAY                          13

     The confused PILOT takes in the mass of motionless
     men below. His finger tenses on the trigger and...


14   EXT. DESERT - DAY                                        14

                           STAUFFENBERG
            NOW.

     The mob of soldiers breaks - some right, some left -
     as the fighters open fire on what had been the center
     of their mass. Unable to change course quickly
     enough, they spray their lead into the sand.

     In that same instant, Stauffenberg drops into his
     seat, the Young Lieutenant jams the jeep in drive and
     a wave of hot lead misses them by mere feet.
     Stauffenberg watches his men regroup, waiting out the
     turning squadron. They've got the idea now. He turns
     to his Lieutenant who smiles admiringly. But
     Stauffenberg's eyes widen. He grabs his Lieutenant's
     head and jams it down, revealing a STRAY FIGHTER
     coming up from behind. Stauffenberg ducks out of
     frame, shielding the Young Lieutenant with his body.

     BANG. Blood sprays across the jeep's windshield
     before bullets rip it to pieces, leaving only clear
     blue African sky... And then the EXPLOSION.

     SILENCE. FADE TO WHITE.


15   INT. HOSPITAL - DAY                                      15

     TITLES: MUNICH, GERMANY - FIRST GENERAL MILITARY
     HOSPITAL. 21 APRIL 1943.

                                                      11.



     A fast clicking. Heels on linoleum. A beautiful,
     dignified woman keeps herself from running. She is:

     NINA VON STAUFFENBERG (30), Stauffenberg's wife and
     mother of his four children. Beside her is BERTHOLD
     VON STAUFFENBERG (38), Stauffenberg's older brother.

     They reach the door of a private hospital room just
     as A DOCTOR comes out. Awkward pause.

                           DOCTOR
            Mrs. Stauffenberg?

                            NINA
               (nodding, gesturing to Berthold)
            The Colonel's brother, Berthold.

                           DOCTOR
            Perhaps before you see the Colonel
            we should go to my office and-

                            NINA
            I will see my husband now.

     The Doctor wants to argue but Nina's eyes shut him
     down. He opens the door and they enter to find:


16   INT. HOSPITAL ROOM - CONTINUOUS                         16

     A mass of mummy-like bandages with only small
     openings around the mouth and one eye. The arms and
     hands are also wrapped in heavy dressing. No movement
     but for the rise and fall of the patient's chest.

     Berthold cannot look. Holding back her anguish, Nina
     bravely turns to the Doctor. "Well?"

                          DOCTOR
            He's been constant with fever but
            he refuses any pain killers. The
            right hand has been amputated above
            the wrist. He's lost the fourth and
            fifth fingers on the left. We...
            couldn't save the left eye.

     Berthold covers his face. Nina is a rock.

                             NINA
            His ring.

                            DOCTOR
            I don't-

                                                        12.



                            NINA
            He had a ring on his right hand.
            Where is it?

                           DOCTOR
            I'm sorry... His hand was amputated
            in the field... I'm afraid-

                             NINA
            Thank you.                                               

     As in: "That will be all." The Doctor leaves. Nina              
     sits beside her husband. She shows him a photo of
     FOUR BEAUTIFUL CHILDREN - three boys and a girl.

     Stauffenberg tries to speak but can't. His eye begins
     to tear.

     Nina removes a ring from her finger, placing it on a
     chain with a cross she takes from around her neck. It
     is identical to the ring Stauffenberg wore in Africa.

     CLOSE ON: The engraving inside the band - finis-
     initium [end-beginning]. Nina places the ring and
     chain on her husband's chest, her hand lingering. She
     cannot hold the tears back any longer. She stands and
     turns away, not wanting her husband to see.

     Berthold takes her place. Stauffenberg struggles to
     speak. Berthold puts an ear to the hole where
     Stauffenberg's mouth is - making out his question,
     even if we can't. Berthold debates answering, then:

                          BERTHOLD
            We've lost North Africa.

     CLOSE ON: That one eye staring at us closes.


17   INT. HOSPITAL ROOM - DAYS LATER                          17

     Stauffenberg's bandages are gone - a black patch
     covering what had been his left eye. The chain with
     the cross and ring from Nina hangs around his neck.

     ANOTHER PATIENT lies motionless in the next bed.

     A man's belongings tell you more about him than he
     ever could. Stauffenberg's side of the room is neatly
     arranged, books of poetry and philosophy are well
     worn. Beside them are his own writings - the print
     meticulous and flowing. Up to a certain date. After
     that a new, child-like hand has taken over.

                                                   13.



A family photograph shows the Stauffenberg's of
another generation - wealthy aristocrats from a
bygone era. He is a teenager in this photo and
smiling broadly. A smile he left in Africa.

Stauffenberg's three fingers push a cotton ball under
his eyepatch to dab the empty socket. Then he goes to
button his shirt. Holding his collar in his teeth, he
tries to do the buttons with the use of only three
fingers on his left hand. It is heartbreaking to
watch.

He is about to give up when he notices a figure
looming in the doorway. General Olbricht. He winces
at the sight of Stauffenberg's deformities.

                  STAUFFENBERG
       I don't know what I ever did with
       ten.

Olbricht manages a smile, he moves to speak, but
Stauffenberg beats him to it.

              STAUFFENBERG (CONT'D)
       I'm wanted in Berlin.

Olbricht nods.

              STAUFFENBERG (CONT'D)
       Are you asking as a member of the
       High Command?

Olbricht contemplates his answer. He carefully closes
the door behind him, nervously glancing at the
patient in the next bed.

              STAUFFENBERG (CONT'D)
       You can speak openly, General. He
       died just before you came in.

Awkward moment. Finally:

                     OLBRICHT
       We could use your help.

                  STAUFFENBERG
       I'm a field officer.

Olbricht steps closer, speaking openly now.

                     OLBRICHT
       This war can't be won in the field.

                                                 14.



                   STAUFFENBERG
       That's unfortunate for me.                         

                     OLBRICHT
       You can't honestly believe you'll
       make a difference on the front-

                   STAUFFENBERG
       I'm a soldier, General. I serve my
       country.

                     OLBRICHT
       It makes no sense. You opposed
       Hitler, you opposed the war.

                   STAUFFENBERG
       The people chose otherwise and here
       we are. Now we have to win. You
       know what will happen if we don't.

                     OLBRICHT
       If we win, it will still be
       Hitler's Germany.

                   STAUFFENBERG
       We all took an oath, General.                      

Olbricht nods, resigning. He realizes it is no use.
Finally, he produces a blue velvet box, opening it to
reveal a brilliant gold medal.

                    OLBRICHT
       On behalf of the F�hrer.

Stauffenberg takes the medal and studies it.

                  STAUFFENBERG
       I'm a twin, you know.

Olbricht is as confused as we are.

                     OLBRICHT
       I... I didn't.

                  STAUFFENBERG
       My brother died the day after we
       were born.

                     OLBRICHT
       I'm sorry.

What the hell is he talking about?

                                                         15.



                        STAUFFENBERG
            I was lying in the desert, covered
            in blood, sure I was going to die.
            I tried to think about my wife, my
            children... But my mind kept
            drifting to my dead brother. How I
            would finally be with him. How I
            would finally be whole again...

     He snaps out of his thoughts, holding up his arm.

                   STAUFFENBERG (CONT'D)
            This is my reward for what happened
            to my men. It's all I deserve.

     Stauffenberg nonchalantly tosses the medal into a
     nearby bedpan.


18   INT. HOSPITAL - CRITICAL WARD - DAY                       18   

     CLOSE ON: A field of white. A three fingered hand             
     enters the frame, gently placing a medal identical to         
     the one just saw.                                             

     PULL BACK TO REVEAL: Stauffenberg, done up in his             
     finest dress uniform, placing said medal on an                
     unconscious WOUNDED SOLDIER.                                  

     AN AIDE stands behind him, carrying a silver tray             
     stacked with MANY BOXES containing such medals.               

     PULL BACK FURTHER TO REVEAL: Stauffenberg stands              
     between two long rows of beds, each with A WOUNDED            
     SOLDIER. Those that can respond to Stauffenberg do so         
     with reverence. The ward is eerily silent.                    

     With only three fingers, Stauffenberg cannot pin the          
     medals to his men. He has to settle for simply laying         
     them on a each soldier's chest or a pillow. With each         
     medal he presents, the task becomes harder to watch.          

     Suddenly, Stauffenberg freezes, finding himself               
     looking at THE YOUNG LIEUTENANT - his driver in               
     Africa. The young man is a mass of bandages, his legs         
     gone, his face smashed.                                       

     CLOSE ON: Stauffenberg's face - the reality of Africa         
     taking the wind out of him. Over this we hear a               
     familiar clicking of heels and:                               

                                                      16.




19   INT. HOSPITAL - HALLWAY - LATER                         19

     Stauffenberg's boots pound the floor as he rushes for          
     the door, desperate to get out, barely able to                 
     breathe. At first he does not hear:

                        VOICE (O.S.)
            Colonel... COLONEL.

     A hand grabs his shoulder. Stauffenberg turns, ready
     to strike. He stops when he sees the Doctor holding a
     small, square box. Another sort medal perhaps?                 

                        STAUFFENBERG
            I don't want the damn th-                               

     The Doctor opens the box to reveal:                            

     A GLASS EYEBALL sitting atop a layer of satin,
     staring blankly back at Stauffenberg. Creepy.

                          DOCTOR
            When will you be going back to the
            front?

     Beat. Stauffenberg just stares back at the eyeball.

                        STAUFFENBERG
            I'm not going to the front. I'm
            needed in Berlin.


20   EXT. BERLIN - NIGHT                                     20

     The city sleeps. An unsettling image knowing that, in
     war, quiet can turn to chaos in the blink of an eye.


21   INT. TOWNHOUSE FOYER - NIGHT                            21

     Soft knocking at the front door is further muffled by
     heavy black-out curtains. A YOUNG OFFICER enters the
     frame, dousing the lights, parting the curtains and
     opening the door to reveal a SHADOWY FIGURE on the
     stoop.                                                         

     The figure steps into the half light to reveal his
     fresh scars and eye-patch. And from the dark quiet of          
     the foyer we CUT TO:

                                                       17.




22   INT. SMOKY ROOM - NIGHT                                 22

     Chaos. The air is thick with cigar smoke and harsh
     words. A DOZEN MEN - some officers, some civilians -
     are fighting bitterly, everyone talking at once.
     Stauffenberg enters unnoticed, escorted in by the
     YOUNG OFFICER who immediately ducks out again.

     Stauffenberg scans the faces in the room. We
     recognize Olbricht and Tresckow. With them we find...

     A distinguished gentleman in his early sixties:

     TITLES: ERWIN VON WITZLEBEN - FORMER FIELD MARSHAL OF
     THE MILITARY DISTRICT. FORCED OUT BY HITLER, 1938.

     Beside him is a rough-hewn, charismatic man despite
     his 59 years. A face millions might follow. He is:

     TITLES: DR. CARL GOERDELER - FORMER MAYOR OF LEIPZIG.
     RESIGNED IN PROTEST, 1937.

     And finally, a grandfatherly sort with surprisingly
     kind eyes, sitting outside the fight - tired and
     saddened by it.                                                

     TITLES: LUDWIG BECK - FORMER CHIEF OF STAFF FOR THE
     GERMAN ARMY. RESIGNED IN PROTEST, 1938.

                         WITZLEBEN
            ...He is not a man, he's a lunatic.
            He doesn't drink, he doesn't fuck.
            He has no weakness to exploit, no
            vice to manipulate. His only                            
            passion is complete control. How
            can you expect to reason with him?

                         GOERDELER
            After this most recent failure I'd
            say we've no other choice.

                         WITZLEBEN
            Confront Hitler now and you'll end
            up with piano wire for a neck-tie.
            Our only option is the central
            solution.                                               

                         GOERDELER
            He's a man like any other. Flesh
            and blood. Take him head on and-

                                                   18.



                    TRESCKOW
       I'll say this for you, Doctor...
       You're certainly delusional enough
       to take Hitler's place.

                    GOERDELER
                  (eyes narrowing)
       When that day comes, I'll be sure
       to remember you.

                     TRESCKOW
       I doubt you'll remember much of
       anything.

                    GOERDELER
       Dammit, Tresckow-

And the shouting resumes. It is Beck who finally sees
Stauffenberg. He touches Tresckow's arm. He, in turn,
nudges Olbricht and so on. A moment later, the room
is silent, all eyes on the Colonel. Everyone is a
little embarrassed. Olbricht clears his throat:

                     OLBRICHT
       Gentlemen, may I present Colonel
       Stauffenberg. He's been reassigned
       to my office at the War Ministry.
                  (to Stauffenberg)
       Colonel, may I introduce-

                   STAUFFENBERG
       These men need no introduction.

Beck stands, shaking Stauffenberg's hand.                  

                       BECK
       I apologize for this unfortunate...
       spectacle. On behalf of everyone,
       welc-

But before he can finish, Beck is seized with a
gravelly cough that sends an uncomfortable chill
through the room. He is very ill.                          

                     GOERDELER
                   (to the others)
       I haven't welcomed him. Not yet.
       Where does he stand?

                     TRESCKOW
       For God's sake-

                                                 19.



                    GOERDELER
                 (re: Stauffenberg)
       He's a field officer. He knows the
       army better than any of us. I want
       to hear his opinion.

                     TRESCKOW                            
                  (to Stauffenberg)
       All right. What do you think,                     
       Colonel? Confront Hitler, force him               
       to resign? Or the central solution?               

But before Stauffenberg can answer:                      

                    GOERDELER                            
       "Central Solution." You soldiers                  
       are all the same. Say what you                    
       mean.                                             

                    WITZLEBEN                            
       That's a laugh coming from a                      
       politician.                                       

                    GOERDELER                            
       The army will follow diplomats                    
       before they follow assassins.

                     TRESCKOW                            
       They follow a butcher now. What
       difference does it-                               

                   STAUFFENBERG
       What makes you think the army will                
       follow you at all?                                

The room quiets down. Beck hides a slight smile. He      
likes Stauffenberg already.                              

              STAUFFENBERG (CONT'D)                      
       Oust him, kill him. That isn't what               
       matters. How do you plan to take                  
       control of the government when                    
       Hitler is gone?                                   

Silence. Then a wave of laughter. "The balls on this     
guy."                                                    

                    GOERDELER                            
       I beg your pardon, Colonel, but you               
       are in the presence of men who                    
       would have been Hitler's inner                    
       circle. Instead we resigned. We put               
       our principles above personal gain.               

                                                        20.



                         WITZLEBEN                                   
            We have the have the respect of the                      
            people. And the army.                                    

                        STAUFFENBERG
            With all respect, sir, you put too
            much faith in your popularity.
                    (to Goerdeler, pointed)
            All of you do.

                         GOERDELER
            Now see here, Colonel-

                       STAUFFENBERG
            You said yourself, I'm a field                           
            officer. You all may understand                          
            government, but I know the men. A                        
            great many of them may hate Hitler,                      
            but they all fear him - they fear                        
            Himmler, Goebbels, the whole of the                      
            Reich. That kind of fear won't just                      
            die with Hitler. And as for                              
            respect: the army, and the people,                       
            respect only one thing. Authority.                       
            And if just one man questions that                       
            authority, you can lose them all.                        
                      (to Beck, pointed)                             
            They were fooled into following                          
            Hitler... How will you fool them -                       
            force them - into following you?                         

     Pause. The conspirators look at one another again,
     unsure of how to answer. For Stauffenberg it is a
     dreadful revelation.


23   EXT. BERLIN - STREET - NIGHT                             23

     A depressed Stauffenberg walks down the deserted
     night streets. Silent but for the echo of his
     footsteps. Eerie.

     Across the street, an OLD WOMAN peers nervously out
     her window. The instant Stauffenberg makes eye
     contact she steps back, drawing the curtains. Afraid.

     He approaches a cozy brick cottage - the Berlin home
     he shares with his brother, Berthold. He is surprised
     when he looks through the window to find FOUR
     CHILDREN laughing and playing - the sound of music on
     a phonograph. Bittersweet.

                                                         21.



     In the next house over, he catches sight of a TEENAGE
     BOY, the picture of Aryan youth, watching him
     suspiciously from the upstairs window. It seems
     everyone is watching everyone in Hitler's German.


24   INT. STAUFFENBERG FLAT - NIGHT                            24

     Stauffenberg comes through the front door, the sound
     of the phonograph blaring now. Meet the children:
     BERTHOLD (9), HEIMERAN (7), FRANZ (5), VALERIE (2).

     They chase one another around the house in their
     pajamas making such a racket that the phonograph
     skips. (It will do so throughout the scene.) The
     children see Stauffenberg and charge, screaming:

                           CHILDREN
            PAPA.

     He scoops them up, one by one, and kisses them,
     instantly putting the day's events behind him.
     Berthold follows them into the room, smiling.

                        STAUFFENBERG
                         (to children)
            What are you doing here? I thought
            I left you in Bamberg.
                         (to Berthold)
            It's a wonderful surprise. Thank
            you, brother.

                          CHILDREN
            MAMA, COME DOWN. PAPA IS HERE. PAPA
            IS HERE. (Etc.)


25   INT. STAUFFENBERG FLAT - BEDROOM - NIGHT                  25

     Nina nervously fixes her hair in the mirror. LOOK
     DOWN TO REVEAL a small datebook with a smaller
     monthly calendar in the corner of the page. A red dot
     marks one date in particular, followed by black dots
     for each day that has passed since. She turns
     sideways, smoothing her dress over her belly. In
     every way she indicates to us that she is pregnant.

     She tucks the datebook under some sundries in her
     luggage and rushes down to greet her husband.

     We stay in the room, hearing her greet Stauffenberg
     O.S. Laughter at children's antics we cannot see. The
     phonograph skips. More laughter.

                                                        22.


     We want to go see them in their happiness. Instead we
     linger on Stauffenberg's dresser - neat and orderly.
     We focus on a photograph of the family from happier
     times.

     Beside it is a small box containing a glass eye.                


26   INT. STAUFFENBERG FLAT - LIVING ROOM - NIGHT             26

     Stauffenberg and Nina dance with one another to the
     delight of the children. We gradually PUSH IN tight
     on their faces, watching an entire conversation take
     place without dialogue. Each has a secret the other
     can guess. Stauffenberg looks at Nina, then her
     belly, first realizing and then questioning. Nina
     smiles and nods. Stauffenberg hugs her, delighted,
     but his delight is tainted with worry.

     Then the tables turn. Nina looks at Stauffenberg, as
     if divining his secret. His face never changes - a
     statue with that same tainted smile. In her face we
     see slow, grim realization. She may not know exactly
     what is going on, but she knows it is something. She
     does her best to keep smiling for the children. After
     the longest of moments, she nods. "All right." Then
     she puts her head on his shoulder, hiding her fears.

     It is an important moment. Read it again, taking the
     time to picture it in your mind. Then leave it alone.
     Done right it's a beautiful scene about a man, his
     family and the fate of the world.


27   INT. STAUFFENBERG FLAT - DINING ROOM - NIGHT             27

     Nina reads a story to the children in the adjoining
     room - an idyllic scene. The sound of the phonograph
     is soft and constant.

     Stauffenberg picks at a late dinner, now adept at the
     use of only three fingers. Berthold sits across from
     him, deeply troubled by whatever conversation we have
     just missed. They speak in hushed tones.

                          BERTHOLD
            What do you mean you quit?

                       STAUFFENBERG
            I came to join the Resistance, not
            some sewing circle of discarded
            generals and politicians.

                                                 23.



                     BERTHOLD
       Beck is a just and capable man. As
       for Goerdeler, well, he's popular.
       He'll make a good Chancellor.

                   STAUFFENBERG
       Like Hitler before him, yes? Lately
       I have to wonder if Germany is even
       fit to choose her own destiny.

                    BERTHOLD
       You can't blame the people for
       this. You have to see the beginning
       of something to know how it'll end.
       It's no different than a farmer
       watching the corn grow. One day
       it's over his head.

                   STAUFFENBERG
       Plenty of people thought-

                     BERTHOLD
       The greatest offenders are not the
       ones who thought better but the
       ones who sensed better.

                  STAUFFENBERG
       What are you trying to say?

                    BERTHOLD
       I seem to remember you telling me
       about reports from the Ukraine -
       the SS forcing Jews to dig their
       own graves. You said then that
       Hitler should be removed. An
       officer's duty, you said. What's
       changed?

                   STAUFFENBERG
       I said senior officers. The only
       men that can get to him.                           

                    BERTHOLD
       Perhaps it doesn't matter that you
       succeed.

Stauffenberg looks at Berthold like he is crazy, but:

                BERTHOLD (CONT'D)
       Perhaps it only matters that you
       try. Don't you see? Someone has to
       stand up and show the world that
       not all of us were like him.

                                                       24.



                       STAUFFENBERG
            Even if they could remove Hitler,
            they can't hope to seize power. For
            God's sake, they have no plan.

                          BERTHOLD
            Then give them one. Find a way.

     He puts a hand on Stauffenberg's arm.

                     BERTHOLD (CONT'D)
            Evil happens when good men do
            nothing.

     Before Stauffenberg can answer, new music comes
     blasting from the phonograph O.S. The unmistakable
     sound of Wagner's Ride of the Valkyries.

                       STAUFFENBERG
            Children, that is far too-

     He is cut off by the appearance of his four children,
     all wearing cloaks made of bed sheets, pots for
     helmets and brandishing makeshift swords. They charge
     into the room, singing loudly and attacking their
     father. He does his best to defend himself with one
     hand. Their commotion causes the phonograph to skip.

     And you'd think that's where it ends. We even pull
     back, creating that effect. It takes a moment to
     notice the wailing sound we're suddenly hearing is
     not on the phonograph. Nina hears it first, then
     Stauffenberg and Berthold. Finally the children
     freeze and the phonograph skips without their help.
     The glasses on the table rattle.

     Now we hear the wailing quite clearly. A siren.

                   STAUFFENBERG (CONT'D)
            Air-raid.

     The adults herd the children out of the room. Muffled
     concussions cause the phonograph to skip frequently,
     turning Wagner's masterpiece into a stutter.


28   INT. STAUFFENBERG FLAT - BASEMENT - NIGHT               28

     The family rushes down the stairs, huddling in a
     corner - adults holding shivering children. The bombs
     are closer, louder. The Wagner, the siren, the
     explosions fray the nerves.

                                                       25.


     Stauffenberg reaches for Nina in the darkness,
     finding her belly. Her hand clamps around his -
     around their unborn child.

     BOOM. So close the children scream. Dust and debris
     fall from the ceiling. The needle rakes the
     phonograph upstairs going back to the beginning.

     CLOSE ON STAUFFENBERG - on his eye. His thoughts as
     the bombs fall all around his home - a moment of
     profound realization...


29   INT. STAUFFENBERG FLAT - LIVING ROOM - NIGHT            29

     Move across the room to the phonograph, looking down
     at the 78 spinning on the turntable. The camera
     begins to turn until all the world around us is
     spinning and only the record is still. We read one
     word of the title of the 78 quite clearly:

                    STAUFFENBERG (V.O.)                             
            Valkyrie.


30   INT. SMOKY ROOM - NIGHT                                 30

     Stauffenberg faces the top members of the Resistance.

                          OLBRICHT
            We've already considered Valkyrie.
            It isn't suitable.

                        STAUFFENBERG
            Not as it's currently written.

                         GOERDELER
            Excuse me. What is Valkyrie?

                          TRESCKOW
            Operation Valkyrie.

     Tresckow explains even as he studies Stauffenberg,
     curious. What does he have in mind?

                     TRESCKOW (CONT'D)
            The Reserve Army has thousands of                       
            men all over the city - most of                         
            them not even in uniform. Valkyrie                      
            is top secret plan to mobilize                          
            those men in a national emergency.                      

                                              26.



                   STAUFFENBERG                       
       Hitler designed it himself to crush
       any internal unrest if he's cut off
       or killed.

                    GOERDELER
       And what use is that to us?

                   STAUFFENBERG
       The orders could be rewritten. A               
       few subtle changes would put those             
       reserve units completely under our             
       command.

                     OLBRICHT
       Yes, of course, but-

                   STAUFFENBERG
       Now what would the High Command do
       if they thought, say, the SS was
       staging a coup?

                     OLBRICHT
       They would declare a military state
       of emergency.

                     TRESCKOW
       And initiate Operation Valkyrie.

                     STAUFFENBERG
       Hitler's   own Reserve Army, using
       Hitler's   own plan and under our
       command,   would automatically seize
       power in   Berlin...                           

                     GOERDELER                        
                    (catching on)                     
       While we put a new government in               
       place.

                   STAUFFENBERG
       Precisely. It will seem as though
       we're fighting for Hitler                      
       Government, not against it.                    

                    GOERDELER
       But only if Hitler's dead.                     

All eyes turn to Goerdeler. Here we go.

                GOERDELER (CONT'D)
       That is what you're saying, isn't
       it? The central solution.

                                                 27.

                GOERDELER (CONT'D)
       How else will you make people
       believe the SS is trying to seize
       power?

                   STAUFFENBERG
       I'm afraid it's the only way.

                    GOERDELER
       I'm disappointed in you, Colonel. I
       thought a man of your background
       would appreciate a more-

                   STAUFFENBERG
       I'm a soldier first, an aristocrat
       second.

                       GOERDELER
       Yes, but-

                   STAUFFENBERG
       And you're neither, Doctor. Now if
       you want to be Chancellor, you'll
       do as you're told.

A moment of tension. Humiliated, Goerdeler nods. But
he won't ever forget this...

                       BECK
                    (to Tresckow)
       Can this plan be made to work?

                     TRESCKOW
       Rewriting the order is one thing -
       distributing it is another. A bomb
       can be disarmed, recovered if it
       fails. In this case we'd be
       willfully circulating written
       evidence of high treason.
                      (thinks)
       It's the best idea we've heard yet.

                     OLBRICHT
       There is one... small problem.

                       TRESCKOW
                       (realizing)
       Fromm...

                       GOERDELER
       Who is Fromm?

                                                         28.



                          TRESCKOW
            Commander of the Home Army.
            Olbricht can put the reserve troops
            on alert, but only Fromm can
            actually initiate Valkyrie.

                            BECK
            Can we get to him?

                          OLBRICHT
            He's a careerist pig.

                        STAUFFENBERG
            But one who's gone as high as he
            can go in Hitler's Army. It's no
            secret he's not happy about it.

                          TRESCKOW
            Perhaps if we offered him a key
            position in the new regime he could
            be made to see the light.

                            BECK
            We don't seem to have a choice.
            Without Fromm there is no Valkyrie.
                (to Olbricht and Stauffenberg)
            Get him.

     We end on Goerdeler, a look of concern on his face.


31   INT. WAR MINISTRY - WAITING ROOM - DAY                    31

     TITLES: REICH WAR MINISTRY - OFFICE OF GENERAL
     FRIEDRICH FROMM.

     MUTED SHOUTS from O.S. Someone is getting reamed.
     Fromm's adjutant, LIEUTENANT FRANZ HERBER - a young,
     dedicated soldier - sits at his desk, trying to
     ignore the screaming from the other room in between
     stolen glances at...

     PULL BACK TO REVEAL: Stauffenberg and Olbricht
     waiting patiently, sitting across from:

     MAJOR JOHN VON FREYEND, a dutiful Nazi whose face we
     immediately don't like. He smiles coldly, taking
     pleasure in the shouting O.S. He stares at
     Stauffenberg, studying him, making us nervous.

     Fromm's door finally opens and A BIGGER THAN LIFE
     NAZI storms out.

                                                         29.



     TITLES: FIELD MARSHAL WILHELM KEITEL - HITLER'S CHIEF
     OF STAFF.

     Freyend stands, holding Keitel's hat and coat for
     him. A perfect toady.

                           KEITEL
            You're a woman, Fromm. And a fat
            one at that. I'd have you sent to
            the front if I didn't think you'd
            surrender just to be Montgomery's
            whore.

     Keitel storms out, leaving a pall. Freyend gives
     Stauffenberg a last once-over and follows. Beat:

                           HERBER
            The... General will see you now.


32   INT. WAR MINISTRY - FROMM'S OFFICE - CONTINUOUS           32

     Stauffenberg and Olbricht step inside to find:

     TITLES: GENERAL FRIEDRICH FROMM - COMMANDER OF THE
     GERMAN RESERVE ARMY.

     The haggard Fromm sits at his desk, rubbing his
     temples. Stauffenberg and Olbricht share a confident
     look. Surely this guy hates the High Command. Without
     looking up to see them:

                           FROMM
            What is it you want?

     Olbricht hesitates. Fromm looks up.

                       FROMM (CONT'D)
            Well, Olbricht? Speak up.

                          OLBRICHT
            I wanted to introduce you to our
            new man - Colonel Stauffenberg.

                           FROMM
            Ah yes - the hero from Africa. I'd
            offer my hand but you might not
            give it back.

                        STAUFFENBERG
            I'd say the General's lost more
            important things this morning.

                                                 30.



Freeze. But after a tense beat, Fromm relaxes and         
laughs, taking a cigarette from a box on his desk and
nudging it toward them.

                       FROMM
       About time they put a man with
       balls in this office. Have a seat.
                    (to Olbricht)
       You too, if you must.

They sit. Fromm lights a cigarette, leans back and
exhales a cloud of smoke. We let things sit for
awhile. The game of recruitment is about to begin and
no one is sure where to start. The longer the quiet,
the more awkward things seem. Finally:

                  FROMM (CONT'D)
       They tell me you're critical of the
       war, Colonel. Not that you don't
       seem to have good reason.

                   STAUFFENBERG
       I am critical of losing the war,
       General. All wars - as in Africa -
       are lost through indecision.

                      FROMM
       In the field, you mean.

He's baiting Stauffenberg to talk shit about Hitler.

                    STAUFFENBERG
       In Berlin.

                      FROMM
       I take it that's why you're here.
       To make decisions.

                   STAUFFENBERG
       I've made my decision, General. I`m
       here to help others make theirs.

Stauffenberg makes no attempt to shade his delivery.
He is quite clearly indicating that he means more.
Fromm knows it, but he's being coy.

                      FROMM
       They say when there's no clear
       option, one should do nothing.

                   STAUFFENBERG
       We're at war. We must act.                         
       Sometimes... rashly.

                                                 31.



                      FROMM
       Just what sort of rash action did
       you have in mind, Colonel?

                   STAUFFENBERG
       That would be a decision for the
       Supreme Military Commander.

Fromm is getting the message. He takes a deep drag.

                      FROMM
       Supreme Commander, you say.

                   STAUFFENBERG
       Second only to the Chancellor.

                      FROMM
       If only I were that man... This war
       would be going quite differently.

                     OLBRICHT
       We were thinking the very same
       thing.

Fromm frowns at Olbricht. This was a bit too obvious.
Stauffenberg shoots Olbricht a look. "What the hell
are you doing?"

Fromm casually stamps out his cigarette in the
ashtray and picks up the telephone.

Olbricht and Stauffenberg steel their nerves -
certain they are going to be reported. But Fromm
doesn't dial. Instead, to our relief, he disconnects
the line. When he is certain that it is dead:

                      FROMM
       I don't need to remind you that
       we've all sworn an oath. That said,
       I'm going to forget we had this
       conversation with the understanding
       that such speak will never occur
       under this roof again. Am I clear?

              STAUFFENBERG/OLBRICHT
       Yes, sir.

                        FROMM
       Tell   your friends that I always
       come   down on the right side. And as
       long   as the F�hrer is alive, you
       know   what side that is.

                                                         32.

                       FROMM (CONT'D)
                      (raising his hand)
            Heil Hitler.


33   INT. WAR MINISTRY - CORRIDOR- CONTINUOUS                  33   

                          OLBRICHT                                    
                     (trying to be upbeat)                            
            I think that went rather well.                            

                        STAUFFENBERG                                  
            Yes... Quite.                                             


34   EXT. STAUFFENBERG FLAT - DAY                              34

     A car loaded with luggage. Stauffenberg hugs his                 
     children, one by one, before placing them inside.                

     Then he turns to face Nina. As always, there is much             
     to be said that they cannot say. She gently touches
     the silver chain around his neck, the ring and the
     cross she gave him. They embrace tightly and kiss.
     She gets in the car, looking at him through the back
     window as she is driven away.                                    


35   EXT. FOREST - NIGHT                                       35

     Darkness. As our eyes adjust we realize we are in the
     middle of the woods. Is this a dream? A nightmare? We
     are drawn toward a flickering light in the distance.


36   EXT. FOREST - CLEARING - NIGHT                            36

     From out of the darkness comes a candle held by a
     nervous, almost mousy young woman, FRAULEIN VON OVEN.
     Walking just behind her is Tresckow. He carries a
     small but heavy case in one hand.

     They come to a clearing in the woods and find a
     strange sight. In the center is a tree stump
     surrounded by papers, including the original orders
     for OPERATION VALKYRIE, next to a leather valise
     marked with the seal of the Reich. The orders have
     been meticulously annotated.

                        VOICE (O.S.)
            Were you followed?

                                                         33.



     Fraulein Oven gasps. Tresckow turns, pistol drawn.
     The tip of his barrel comes up just inches from
     Stauffenberg's eyepatch. Stauffenberg smiles,
     emerging from the shadows.

                          TRESCKOW
            Dammit, Stauffenberg. You scared me
            half to death.

                        STAUFFENBERG
            We'll be closer than that before
            we're finished.


37   EXT. FOREST - LATER                                       37

     Wearing white gloves, Fraulein Oven opens the case
     Tresckow brought, revealing a portable typewriter.
     She carefully feeds a sheet of crisp parchment into
     the machine and sets the margins carefully. Pause.
     Then she starts typing with remarkable speed.

     (Note: The sound of typing runs throughout the scene,
     punctuated by the crack of the carriage return - each
     time a little louder.)

     Stauffenberg and Tresckow carefully pore over the
     Valkyrie orders, scribbling copious notes.

                          TRESCKOW
            Looking this over, I'm not
            satisfied that the Reserve Army is
            enough to shut down Berlin
            completely.

                        STAUFFENBERG
                     (handing over papers)
            Yes, I've been giving that some
            thought. We should include any
            field units that are home on leave.

     Before Tresckow can respond, more papers:

                   STAUFFENBERG (CONT'D)
            I've also drawn up an outline for
            orders to streamline combat groups
            in order to quietly concentrate
            forces at vital points - state and
            government buildings, of course,
            but also the radio and newspapers.

     More papers. Tresckow can barely keep up.

                                                         34.



                      STAUFFENBERG (CONT'D)
               Combat groups will be reorganized
               as reinforced grenadier regiments.
               One or two of them can be quickly
               mobilized, eliminating the usual
               six hour lag. We blitz the
               government quarter, arrest all
               Ministers and Party leaders,
               surround all SS and police
               barracks. Any officers who resist
               will be arrested... or shot.

     CRACK. A carriage return as loud as a rifle-shot.             


38   EXT. BERLIN - STREET - LATER                              38   

     A truck full of soldiers roars past. Stauffenberg,            
     Tresckow and Fraulein Oven walk across a dimly lit            
     bridge on a foggy night in Berlin, stopping in the            
     middle.                                                       

     Stauffenberg carries a leather valise with the                
     Valkyrie orders, Tresckow carries the typewriter              
     case. They stop at the center of the bridge, looking          
     around carefully. No one is in sight, but anyone              
     could be watching from the shadows. Eerie.                    

                           STAUFFENBERG                            
                          (to the Fraulein)                        
               If anyone comes to you, play                        
               ignorant. Just tell them-                           

                          FRAULEIN OVEN                            
               I'll tell that I was serving the                    
               German people. Then I'll tell them                  
               to go to hell.                                      

     Both men smile, a bit taken aback. Von Oven shakes            
     each man's hand and walks away, swallowed up by the           
     darkness. When she is gone:                                   

                            TRESCKOW                               
               To Operation Valkyrie.                              

     Stauffenberg nods. Tresckow heaves the typewriter             
     case over the railing and into the water below.               

     SPLASH.                                                       

     They watch in silence as the water settles, then:             

                                                 35.



                TRESCKOW (CONT'D)                         
       I've been transferred to the front.                

                   STAUFFENBERG                           
                      (shocked)                           
       Why didn't you tell me?                            

                     TRESCKOW                             
       Would you have stayed?                             

Obviously not. Then it occurs to Stauffenberg.            

                   STAUFFENBERG                           
       Do you think Fromm reported us?                    

                     TRESCKOW                             
       It's more likely just... an                        
       unfortunate coincidence. Anyway it                 
       doesn't matter. You wrote the                      
       orders. You know them better than                  
       anyone.                                            

                   STAUFFENBERG                           
       You don't mean to say-                             

                     TRESCKOW                             
       I'm appointing you military leader                 
       of the Resistance. Beck agrees.                    

                   STAUFFENBERG                           
       But Olbricht-                                      

                     TRESCKOW                             
       We both know Olbricht hasn't the                   
       wit or the spine. No. It's you.                    

A million thoughts are running through Stauffenberg's     
mind. Fear. Anxiety. But he knows what he must do.        

                TRESCKOW (CONT'D)                         
       One more thing. You were right what                
       you said that first night. It's not                
       enough to kill Hitler. We need to                  
       isolate his chain of command. The                  
       slightest confusion could crush us.                
       We need to be certain that no                      
       conflicting orders get out after                   
       the flash.                                         

Stauffenberg considers this for a moment.                 

                                                      36.



                        STAUFFENBERG                                
            That greatly limits our options of                      
            where and when to make our move,                        
            but it's the only way.                                  

                          TRESCKOW                                  
            How will you do it?                                     

                        STAUFFENBERG                                
            Perhaps it's better I don't say.                        

     Pause. A sad smile and nod from Tresckow, a moment             
     ago he was in charge. Now he has no clearance.                 

                         TRESCKOW                                   
            God promised Abraham that he would                      
            not destroy Sodom if he could find                      
            just ten righteous men.                                 

     He puts a hand on Stauffenberg's shoulder.                     

                     TRESCKOW (CONT'D)                              
            I have a feeling that for Germany                       
            it may come down to one.                                


39   INT. OFFICERS' CLUB - BERLIN - NIGHT                    39

     A wild party - a small band, German officers, plenty
     of women.

     In stark contrast, two GESTAPO MEN sip coffee at a
     corner table, keeping a watchful eye on the crowd.

     A WAITER carries a tray of drinks to a rowdy group in
     the corner who are immersed in the denial common to
     Berlin these days. The Waiter serves carefully,
     making sure one particular drink goes to:

     TITLES: GENERAL ERICH FELLGIEBEL - CHIEF OF THE ARMY
     SIGNAL CORPS.

     The group toasts and downs their booze.

     CLOSE ON: Fellgiebel's smile suddenly fades. He looks
     into his glass, his good mood vanishing. He politely
     excuses himself over the noise of the rowdy mob and
     heads for the bathroom. He looks ill.

                                                         37.




40   INT. BATHROOM - NIGHT                                     40

     Fellgiebel walks to the sink and dumps what is left
     of his drink in the basin.

     CLOSE ON: Mingling among the melting chunks of ice is
     a GLASS EYE staring back at him.

     He scowls in the mirror at Stauffenberg, waiting.

                         FELLGIEBEL
            You realize how close I am to
            Hitler. With one word I could have
            the Gestapo make you disappear.

                        STAUFFENBERG
            Why haven't you then?

     Fellgiebel checks the stalls to make sure they are
     empty. Stauffenberg collects his glass eye from the
     sink, dabbing it dry on a hand towel.

                   STAUFFENBERG (CONT'D)
            None of my associates know we've
            been talking if that's what you're
            afraid of.

                         FELLGIEBEL
            But you know. And when the SS catch
            you, they'll pull you apart like
            warm bread. It'll be a crime just
            to have known you then. I warn you.
            If it means protecting myself, I
            will expose you. Do not try to
            contact me again.

     Fellgiebel heads for the door but stops on:

                        STAUFFENBERG
            You can't report me. Maybe if you
            had when I first approached you,
            you'd have been keeping your oath.
            But now you're just as guilty as-

                         FELLGIEBEL
            So you think that makes me a
            sympathizer, eh? You give a man the
            choice of betraying a fellow
            officer or his F�hrer and assume
            his actions will show you his
            heart. It's not that simple.

                                                 38.



                   STAUFFENBERG
       It is to me.

                    FELLGIEBEL
       For the last time, don't push me to
       make a decision.

                   STAUFFENBERG
       I have no choice. It's clear now
       that without you we have no hope of
       success.

Pause. Fellgiebel's silence speaks volumes.

              STAUFFENBERG (CONT'D)
       You want us to succeed. Don't you?

                    FELLGIEBEL
       And what if you do, eh? What then?
       Will you be any different from
       Hitler? What of his Reich, his
       people, the very momentum of
       history? Will all of that let you
       be something he isn't?

                   STAUFFENBERG
       No.

                      FELLGIEBEL
       There it is.

                   STAUFFENBERG
       But my pregnant wife, our four
       children, the Germany I first swore
       to defend... They demand that I be
       something different. They demand
       that I fight for their future even
       if it means...

And for a moment his voice breaks and he chokes back
what may be tears.

              STAUFFENBERG (CONT'D)
       Even if it means that I never see
       them again.

In that moment we see a side of Stauffenberg we were
starting to doubt existed. We see his humanity. This
puts Fellgiebel in his place. He adjusts his tie and
we see the wedding ring on his finger.

                                                         39.



                   STAUFFENBERG (CONT'D)
            Action is inevitable. As are the
            consequences. When they come for me
            I'll do what I can to hide what you
            knew and when you knew it.
                     (stepping closer now)
            But don't delude yourself. You were
            involved in a crime against your
            country long before you met me.
            There's still time to redeem
            yourself. Only God can judge you
            now.

     BANG. The door bursts open, startling them both. But
     it is only a DRUNKEN OFFICER and a YOUNG WOMAN
     looking for some privacy.

                      DRUNKEN OFFICER
            Are you two finished or just
            getting started?

     The woman laughs. Stauffenberg walks out past them,
     leaving Fellgiebel with Hitler's finest.


41   INT. WAR MINISTRY - STAUFFENBERG'S OFFICE - DAY           41   

     What first catches our eye is the enormous portrait
     of Hitler looming over Stauffenberg's desk.

     Stauffenberg sits before a mountain of paperwork,
     surrounded on all sides by a flurry of SECRETARIES
     and AIDES. He looks up to find:                               

     Olbricht hovering in the doorway with that look that          
     says, "We need to talk." Stauffenberg clearly doesn't
     have the time. He sighs.

                       STAUFFENBERG                                
            Leave us, please.

     The staff instantly exits - a well-oiled machine.
     Stauffenberg unplugs the phone.

                          OLBRICHT
            You play the part of bureaucrat
            beautifully.

                        STAUFFENBERG
            It's the only time I can relax.

                                                 40.



                     OLBRICHT
       There's a man here to interview as
       your adjutant.

                   STAUFFENBERG
       Adjut- What for?

                     OLBRICHT
       No one told you?
                   (obviously not)
       You've been promoted Chief of Staff
       for the Reserve Army.

Some men might find a promotion to be good news. Not
Stauffenberg.

                  STAUFFENBERG
       For Christ's sake. Don't I have
       enough to do?

                     OLBRICHT
       Unfortunately, your nocturnal
       activities don't count as service
       to the Reich.

                   STAUFFENBERG
       I'll refuse the promotion.

                     OLBRICHT
       You'll do no such thing.

                   STAUFFENBERG
       Dammit, I can't handle the work I
       already-

                     OLBRICHT
       This is an opportunity we could
       never have dreamed of. You're in
       the inner circle now - with genuine
       access to Hitler, his advisors, his
       schedule... We need this.

                   STAUFFENBERG
       We're not ready. We're moving too
       fast.

                     OLBRICHT
       Not half as fast as the Allies. An
       invasion is coming, Colonel. Any
       day now. We must act and we must
       act soon.

                                                    41.

                OLBRICHT (CONT'D)
       Tresckow may have left you in
       charge of the "central solution,"                    
       but in this world I still outrank
       you. You will accept the
       appointment. Is that understood?

Stauffenberg nods, grudgingly.

                OLBRICHT (CONT'D)
       Now. The new man is waiting
       outside. He comes highly
       recommended. He might even be an
       ideal candidate.

                    STAUFFENBERG
       For what?

                     OLBRICHT
                      (smiling)                             
       We still need an assassin.

Olbricht leaves. Stauffenberg lets this sink in. He
takes a seat and goes back to work. After a moment:

A HANDSOME SOLDIER (36) quietly enters.                     

TITLES: LIEUTENANT WERNER VON HAEFTEN - RESERVIST.
WOUNDED DURING THE RUSSIAN CAMPAIGN.

Haeften clicks his heels and offers the Nazi salute,
but before he can say the words:

                    STAUFFENBERG
       Be seated.

Thrown, Haeften sits. Stauffenberg continues writing,
ignoring him. Haeften looks up at the portrait of
Hitler, startled when Stauffenberg finally speaks:

              STAUFFENBERG (CONT'D)
       Do you know how this war will end,
       Haeften? The portrait will be un-
       hung... And the man will be hung.

Stauffenberg looks up - looking for a reaction to
such frank and treasonous talk. He gets none. He
sighs, too tired to play games.

              STAUFFENBERG (CONT'D)
       Bottom line. I'm engaged in high
       treason with all means available to
       me. Can I count you in?

                                                       42.



     And the strangest thing - a reaction no one would
     suspect - Haeften relaxes, almost sighs, like someone
     who has at long last found a home.

                          HAEFTEN
            For anything, sir. Anything at all.

                        STAUFFENBERG
            Anything is a very dangerous word.


42   EXT. NORMANDY - VARIOUS - DAY/NIGHT                     42

     TITLES: 6 JUNE 1944.

     NEWSREEL FOOTAGE OF D-DAY. Allied forces invade
     Normandy. The liberation of Europe has begun.

     But this is not the D-Day you learned about in
     history class. This is a German newsreel. Nazi spin.
     In it, Hitler's forces have nothing to fear.

                      NEWSCASTER (V.O.)
                          (subtitles)
            The Allied Forces have blundered
            into the trap awaiting them on the
            beaches of Normandy - heroically
            repelled by the combined might of
            the German Army. It is a glorious
            day for the Reich. At long last the
            craven enemy has come to Europe to
            face their inevitable defeat at the
            hands of-


43   INT. MILITARY SEDAN - NIGHT                             43

                           HAEFTEN
            Five thousand ships, one-hundred
            thousand men from the combined
            Allied forces.

     Haeften and Stauffenberg ride in a sedan.                      
     Stauffenberg is in profile the entire time.

                        STAUFFENBERG
            What about the Panzer divisions in-

                          HAEFTEN
            They were never dispatched. Word is
            Hitler took a sleeping pill. His
            staff was afraid to wake him.

                                                      43.



                        STAUFFENBERG
            First Africa, now France.

                          HAEFTEN
            The Russians bearing down from the
            East.

                        STAUFFENBERG
            Sometimes I wonder if Hitler's real
            aim is to leave nothing but
            scorched earth for all of Europe.

     Stauffenberg rubs his forehead. The car stops.                  
     SOLDIERS are waiting outside.

     Stauffenberg gets out of the car wearing an ornate
     dress uniform and carrying a leather valise. He has
     arrived at a meeting of great importance.

     He turns to face Haeften directly and we are
     surprised to see both of his eyes - for an instant
     the young lion he once was. But a closer look is
     unsettling - we see the faint scarring, one eye
     glowing and alive, the other cloudy and dead.

     His glass eye. Stauffenberg only wore it on special
     occasions. This is one.

                          HAEFTEN
            Maybe this is a blessing in
            disguise. Maybe he'll finally
            listen to reason - consider a truce
            while he still can.

                        STAUFFENBERG
            We'll see if I can't convince him.


44   EXT. THE BERGHOF - NIGHT                                 44

     Est. Hitler's forboding southern headquarters.

     TITLES: THE BERGHOF. 7 JUNE 1944.

     Stauffenberg walks up a flight of wide marble stairs -
     at the top he sees a group of WAITING ADJUTANTS
     quietly smoking cigarettes - a clique of devoted
     Nazis. In the group is Major Freyend, the wormy
     officer we saw outside Fromm's office. He watches
     Stauffenberg pass, aloof. We hate him.

                                                         44.



     Just then Stauffenberg is greeted by TWO SS OFFICERS
     who move to physically search him - one his body, the
     other his valise.

                        VOICE (O.S.)
            You don't need to search him.                             

     ANGLE ON: Fromm's adjutant, Lt. Herber approaches,
     waving off the SS.

                          HERBER
            Colonel Stauffenberg is an honored
            guest. The hero of Africa.

     The SS officers stand down. Herber and Stauffenberg              
     share a friendly smile, about to speak when Fromm
     walks up on them:

                           FROMM
            For God's sake, Stauffenberg,                             
            you're-                                                   

     He pauses, clearly caught off guard when he sees                 
     Stauffenberg with two eyes.                                      

                       FROMM (CONT'D)                                 
             ... they're waiting for you.                             


45   INT. THE BERGHOF - CONFERENCE ROOM - NIGHT                45

     Stauffenberg and Fromm enter to the last thing we
     would expect. Laughter. Drunken laughter.

     PULL BACK TO REVEAL: THE BIG SIX.

     Hitler and five men - some of them almost
     caricatures, their features so distinct. The first
     man we recognize as Keitel - the general who reamed
     Fromm. The others we know from history and TITLES:

     MINISTER ALBERT SPEER - ARCHITECT FOR THE NEW REICH.

     DR. JOSEPH GOEBBELS - REICH MINISTER OF PUBLIC
     ENLIGHTENMENT AND PROPAGANDA.

     REICHSF�HRER HEINRICH HIMMLER - HEAD OF THE SS AND
     GESTAPO.

     REICH MARSHAL HERMANN GOERING - HEAD OF THE GERMAN
     ARMED FORCES, HITLER'S SECOND IN COMMAND.

                                                    45.



We have arrived in the sanctum sanatorium of Nazi
Germany on the day after the Normandy invasion. But
you would never know the tide of the war had just
turned against Germany. A series of situation maps
are scattered before them, ignored.

Only Speer seems to be reserved, smiling politely but
clearly tuned into the present reality. Looking
closer at Goering we see he is wearing heavy make-up -
adding to the already surreal nature of the scene.

It is also the first time we are allowed a clear,
unobstructed view of Hitler.

                      FROMM
       Mein F�hrer... I wish to present
       Colonel Claus von Stauffenberg -
       our new Chief of General Staff for
       the Replacement Army.

The laughter stops. Hitler and his cronies turn
toward Stauffenberg, looking him over. Hitler stands
and crosses to him. Fromm meets him first, whispering
in the F�hrer's ear - perhaps reminding him who
Stauffenberg is. Hitler nods: "Ah yes." He takes
Stauffenberg's left hand with both of his. We are
surprised by his charm.

                     HITLER
       May I say, I am honored to meet a
       hero who has sacrificed so much for
       Germany. If only more of my
       officers were like you.

Hitler's cronies smile despite the subtle insult to
themselves. To make it worse, Hitler turns to them.

                 HITLER (CONT'D)
       Let this man stand as an example to
       all of you. He is the ideal German
       officer.

Fromm nervously clears his throat.

                      FROMM
       Mein F�hrer, we have asked
       Stauffenberg here today so that he
       might brief us on mobilizing troops
       from the Home Army to support those
       in Normandy.

                                                      46.



                           HITLER
            Hmmm? Oh yes, Normandy. That will
            no longer be necessary. General
            Goering has assured me that
            Normandy is under control.

     Stauffenberg's good eye flickers. "Are you insane?
     Normandy is a catastrophe." Another glance at the
     situation map shows Allied forces over-running.

     But the painted-on smiles of Hitler's nodding cronies
     promote the lie. No one has the courage to tell
     Hitler anything close to the truth. Somewhere in
     their eyes is the fear that someone will.

                        STAUFFENBERG
            Mein F�hrer, if I may... The
            situation in Normandy is-

                           KEITEL
            You're dismissed, Stauffenberg.

                         STAUFFENBERG
            But-

                           KEITEL
            Send your man home, Fromm. Then
            bring us some brandy.

     Fromm is stung - a man of his rank being treated like
     a waiter. Stauffenberg steps back, clicks his heels
     and salutes, just managing to say:

                        STAUFFENBERG
            Heil Hitler.

     Hitler half waves, walking slowly back to his seat.
     Fromm and Stauffenberg leave.


46   EXT. THE BERGHOF - NIGHT                                46

     Fromm escorts a visibly shaken Stauffenberg to his
     waiting vehicle. Haeften opens the car door for
     Stauffenberg to get in. Fromm leans in.

                           FROMM
            I don't know what you've got
            brewing and I don't want to know...
            But when the music stops, I'd be
            much obliged if Keitel should find
            himself without a chair.

                                                      47.



     Is Fromm saying he's in? Is Keitel's death a
     condition? Hard to say and meant to be. Before
     Stauffenberg can inquire, Fromm slams the door shut
     and returns to the madness inside the Berghof.


47   INT. MILITARY SEDAN - CONTINUOUS                        47

     Stauffenberg leans back in his seat, mentally
     calculating his next step.

                        STAUFFENBERG
            They're all insane. Every one of
            them except for Speer, and he's
            nothing but an architect.

     Stauffenberg puts on his eyepatch before removing his
     glass eye. He polishes it with a cloth and now it
     stares at him from his gloved hand. A conscience.

                    STAUFFENBERG (CONT'D)
            Tell Beck we've found our
            assassin...
                 (off Haeften's confused look)
            I'll do it myself.


48   INT. CHURCH - NIGHT                                     48

     We find ourselves in an empty church. Beck is seated
     in a pew staring straight ahead. Stauffenberg sits
     directly behind him. They can't risk being seen
     together. They speak in hushed tones.

     The first thing we notice is how weak and ill Beck
     looks. He struggles to hide a persistent cough.

                            BECK
            Out of the question. It won't work.
            We need you here in Berlin.

                       STAUFFENBERG
            Who else, then? Who can even get as
            close?

     Beck knows there is no other choice.

                   STAUFFENBERG (CONT'D)
            Valkyrie is very clear. Once the
            order is given, the Reserve Army                        
            will automatically seize control of
            the government with or without me.                      

                                                         48.



                            BECK                                      
            Orders are not enough. They need a                        
            man to follow. The right man.                             

     Pause. Stauffenberg knows he's right. The fucking                
     pressure. He thinks for a moment, then with a sigh:              

                       STAUFFENBERG                                   
            Olbricht will oversee operations in                       
            my absence. I can be back in Berlin                       
            three hours after Hitler is-                              

     Stauffenberg shuts up, lowering his head in prayer as
     a CLERGYMAN passes. Once they are again alone:

                            BECK                                      
            Three very crucial hours.

                        STAUFFENBERG
            We both know there's no other way.

     Beck nods, resigned.

                           BECK
            I'll tell the others-

     As if on cue, Beck loses control of his cough.
     Stauffenberg leans forward, handing him a
     handkerchief and putting a reassuring hand on his
     shoulder until the old man's hacking subsides.

                       BECK (CONT'D)
            I'm afraid whatever the outcome, I
            won't be there to see it.

                        STAUFFENBERG
            Nonsense. You're stronger than you
            think. You might just be the
            strongest one of all.                                     


49   EXT. STAUFFENBERG HOME - BAMBERG - DUSK                   49

     Est. The sound of children at play takes us to:


50   EXT. STAUFFENBERG HOME - BACK LAWN - CONTINUOUS           50

     Once again, the scene idyllic. The Stauffenberg
     children play football in the distance. Stauffenberg
     himself is out of uniform for the first time since
     the hospital, but he does not seem relaxed.

                                                   49.



Nina sits across from him, half-reading a book, half
talking to her husband. Stauffenberg cannot hear a
word she is saying - he is miles away.

He looks over at his children. One would never
suspect that Germany has waged a calamitous war and
that the country is facing total devastation.

                       NINA
       ...After that I thought I'd take
       the children to the country for a
       few days to see my- Claus?

He snaps out of his thoughts. "Hmmm?"

                  NINA (CONT'D)
       Have you heard a word I said?

                   STAUFFENBERG
       The country...
                      (thinking)
       Nina. Listen. I want you to delay
       your trip. Just for a while.

She wants to ask, he wants to tell her. Finally:

                       NINA
       Does this have something to do
       with... your work?

                   STAUFFENBERG
       I would just be more comfortable
       knowing where you are - until I'm
       back from Berlin. Things will be
       different then. I promise.

Long pause. Once again, a couple who know each other
well enough to not have to say things plainly. Nina
is worried but strong.

                       NINA
       How long until... until we see you?

                   STAUFFENBERG
       A few days. If all goes well. Then
       we can travel as a family.

                       NINA
       And if things... don't go well?

He hesitates.

                                                         50.



                       STAUFFENBERG
            I love you, Nina.

                           NINA
            And I love you... What-

                          CHILDREN
            PAPA, COME AND PLAY WITH US. (Etc.)

     The children kick the ball toward Stauffenberg - the
     one sport he can play. He is about to say something
     to Nina, but she cuts him off.

                            NINA
            Go be with your children.

     Stauffenberg stands, touching Nina's cheek and
     kissing her forehead. We stay on her as he joins the
     children. She watches them play together, seeing her
     husband laughing for the first time in a long while.
     Her eyes well with tears - a mixture of happiness and
     anguish. Too good to last, too much to bear.


51   INT. SMOKY ROOM - DAY                                     51

     Haeften, Olbricht and Stauffenberg stand around a
     table giving their undivided attention to:

     TITLES: COLONEL MERTZ VON QUIRNHEIM - STAUFFENBERG'S             
     REPLACEMENT UNDER OLBRICHT.

     He empties the contents of two tawny leather
     briefcases onto the table:

     Along with a crude drawing covered with calculations
     he produces two brick-like lumps wrapped in butcher
     paper, two small caps and two thin metal cylinders.

                            MERTZ
            Two 975 gram packs of plastic-W.
            Enough explosive to cripple a
            panzer.
                       (pointing to caps)
            Your detonators.
                    (pointing to cylinders)
            Your fuses. British time pencils.
            This acid capsule is your trigger.

     Stauffenberg carefully studies the items before him.

                                                    51.



                  MERTZ (CONT'D)
       When you're ready to arm, attach
       the detonator to the bottom of the
       time pencil, like so...
                   (demonstrating)
       ...Insert the entire device into
       either end of the plastic-W, crush
       the acid capsule and you're live.
       When the acid eats through the wire
       holding back the trigger spring...
       Well... You'll want to be very far
       away.

                     OLBRICHT
       What if they search your bag?

                   STAUFFENBERG
       I'm one of the inner circle now.
       They'll make sure I am who I am.
       Beyond that, they won't touch me.
                     (to Mertz)
       How much time do I have?

                      MERTZ
       Theoretically there's a 30-minute
       delay. But with the kind of heat
       you can expect at the Wolf's Lair,
       I'd give you 10, 15 minutes tops.

                     HAEFTEN
       That's... hardly precise.                            

                      MERTZ
       This is state of the art. You can
       have small or precise. Not both.

                     OLBRICHT
       Might this be just a little too
       small?

                      MERTZ
       The explosion won't do the killing.
       The air in the room will.

He points to the drawing - an overhead sketch of:

                  MERTZ (CONT'D)
       Hitler's bunker is constructed of
       reenforced concrete. A steel door,
       no windows. Just one of these
       explosives in a space like that
       will cause tremendous air pressure.

                                                   52.

                  MERTZ (CONT'D)
       Enough to instantly kill everyone
       present. The second charge will be
       entirely redundant.

                     OLBRICHT
       Of course, I'm all for redundancy.
       However... If, by some miracle,
       Hitler does survive, what then?

                   STAUFFENBERG
       We have an inside man at the Wolf's
       Lair in communications. He'll
       notify you immediately following
       the flash and then sever all
       contact with the outside world.

The others are stunned.

                     OLBRICHT
       Just how did you manage that?

                   STAUFFENBERG
       It's my job, isn't it? While
       Hitler's inner circle is still
       regrouping, you will initiate
       Valkyrie and seize control in Paris
       and Berlin. Even if Hitler
       survives, we'll have momentum.

                         MERTZ
                      (to Olbricht)
       But as   you said yourself it would
       take a   miracle. Anyone in that
       bunker   when just one of these goes
       off is   not coming out alive.

Haeften places the items back in the briefcases.

                    OLBRICHT
       Himmler is expected to be at the
       meeting as well. Don't proceed
       unless you can get them both.

                   STAUFFENBERG
       That could be difficult.

                     OLBRICHT
       Why kill a madman just to have a
       lunatic take his place?

                   STAUFFENBERG
       This is Goerdeler's idea, isn't it?

                                                      53.



                          OLBRICHT
            The members are in total agreement
            on this.                                               

     Stauffenberg chews on this, pissed. Then:                     

                        STAUFFENBERG                               
            Fucking politicians. I'll hold off                     
            if the decision is unanimous. And I                    
            want another man on the committee.                     
            A soldier.                                             

     A soldier himself, Olbricht is insulted.                      

                          OLBRICHT                                 
            And just who this soldier be?                          

     Stauffenberg glances at Mertz, sizing him, up.                

                        STAUFFENBERG                               
                      (pointing to Mertz)                          
            Him.                                                   

                           OLBRICHT                                
            Him?                                                   

     Mertz's eyes widen. "Me?" But Stauffenberg and                
     Haeften pick up their briefcases and leave without
     another word. Assassins.

     Olbricht reaches for the phone and dials.

                     OLBRICHT (CONT'D)                             
            This is General Olbricht. Order the
            Guard Battalion and all Army
            Schools near Berlin to take up
            march readiness. Stand by for
            Operation Valkyrie.

     CLACK-CLACK-CLACK-CLACK-CLACK...


52   INT. CENTRAL COMMUNICATIONS - BERLIN - DAY             52

     A small, bunker-like room serves as the hub of all
     military communications. The walls are lined with
     chattering teletype machines and their OPERATORS.

     CLOSE ON: One teletype in particular. The words are
     clicking by quickly but we clearly make out:

     STAND BY FOR OPERATION VALKYRIE...

                                                       54.



     One SERGEANT HELM leans in, reading it, curious. He
     tears the sheet out of the teletype and takes it to:

     The officious LIEUTENANT HAANS - officer in charge.
     He likes his job and how well he does it.

                            HELM
                   (handing over the order)
            Lieutenant.

                             HAANS
            What about it?

                            HELM
            This order is calling the Reserve
            Army for some sort of stand-by
            action... in Berlin.

                           HAANS
                           (shrugs)
            Looks like a drill of some kind.

                            HELM
            Valkyrie? I've never heard of that.

                           HAANS
            Send the order through, Sergeant.

     A SHRILL WHISTLE and a WAILING SIREN take us to...             


     EXT. BERLIN - VARIOUS - DAY                                    

     Shots of scattered elements of the Reserve Army                
     coming together, taking shape:                                 

     RESERVISTS and CADETS, from all walks of life, rush            
     to their homes, hastily trading their civilian                 
     clothes for uniforms.                                          


54   EXT. AIRFIELD - RANGSDORF - DAY                         54

     TITLES: 15 JULY 1944.

     Stauffenberg and Haeften board a waiting courier
     plane, preparing for departure. Both are clutching
     their briefcases, faces like stone. Stauffenberg is
     dressed once again in his ornate, formal attire - his
     patch gone, glass eye in place.                                

                                                         55.




     EXT. DEUTSCHLAND GUARD BATTALION - BERLIN - DAY                  

     AIR SIRENS wail. A SCULPTED EAGLE AND SWASTIKA loom              
     over a large pillared stronghold.                                

     From out of the surrounding barracks, RESERVE                    
     SOLDIERS scramble to march readiness, assembling on              
     the center parade grounds, awaiting orders.                      

     Vehicles move into place along the perimeter. All in             
     all, a well-oiled machine.                                       

     CLOSE ON THE BERLIN COMMANDANT - GENERAL PAUL VON                
     HASE - issuing the alert signal. AIR SIRENS wail.                

     RESERVE SOLDIERS scramble into readiness. Vehicles               
     move into place - a well-oiled machine.                          

     We focus on two officers in particular: MAJOR OTTO               
     ERNST REMER, Commander of the Deutschland Guard                  
     Battalion, and SECOND LIEUTENANT DR. HANS HAGEN.                 
     Loyal Nazis both.                                                

                           REMER                                      
            What do you suppose this is all                           
            about?                                                    

                           HAGEN                                      
            Probably just a drill.                                    

     But Remer doesn't seem convinced. Remember him.                  


56   INT./EXT. VARIOUS - DAY                                   56

     Shots of Stauffenberg and Haeften deplaning/getting
     into a waiting car/slowly making their way to their
     destination. Finally, they arrive at:


57   EXT. WOLF'S LAIR - DAY                                    57

     Est. A 625 acre compound hidden deep in the mosquito
     infested forests of Wilhelmsdorf. Security is tight -
     barbed wire fencing, checkpoints, flak towers,
     machine gun nests, trenches, land mines.                         

     TITLES: WOLFSCHANZE - "THE WOLF'S LAIR". HITLER'S
     BAVARIAN HEADQUARTERS.

                                                      56.




58   EXT. WOLF'S LAIR - MAIN GATE - DAY                      58   

     The car carrying Stauffenberg and Haeften arrives at
     the first security checkpoint.                                 

     TWO GUARDS check identity papers and confiscate                
     pistols from Haeften and The Driver. Stauffenberg              
     boldly extends his valise to one of the Guards, but            
     rather than reach for it, the young soldier snaps to           
     attention and raises his hand in a Nazi salute, eyes           
     straight ahead, stone-like. A drone.                           

     After an awkward pause:                                        

                         STAUFFENBERG                               
                         (to the Driver)                            
            Drive on.                                               


     EXT. WOLF'S LAIR - VARIOUS - DAY                               

     CLOSE ON STAUFFENBERG'S BAG. A series of JUMP CUTS
     follow the bag through the extensive security layers
     one must endure before getting to the meeting. ID is
     checked frequently. The bags, not once. The men here
     are Hitler's inner circle, after all.


59   EXT. WOLF'S LAIR - COMPOUND - DAY                       59

     Finally, Stauffenberg and Haeften are escorted toward
     the bunker where the meeting will be held. Pausing,
     Stauffenberg looks back over his shoulder to find:

     THE COMMUNICATIONS HUT - through the open door of the
     small shack we see a mass of radios and telegraphs. A
     LONE FIGURE stands outside, smoking a cigarette.

                           HAEFTEN
                    (whispering to Haeften)                         
            Your man?

     Yes. And it is none other than GENERAL ERICH
     FELLGIEBEL, the man Stauffenberg confronted in the
     bathroom at the Officers' Club so long ago.

     He and Stauffenberg share a long, intense stare.
     Finally, Fellgiebel nods, dropping his cigarette and
     crushing it with his boot. He's in.

     Stauffenberg and Haeften head inside the impervious
     bunker through the heavy steel door.

                                                         57.




60   INT. WOLF'S LAIR - BUNKER - BRIEFING ROOM - DAY           60

     Stauffenberg and Haeften find themselves in a
     cramped, hot, windowless room filled with VARIOUS
     OFFICERS waiting around a large conference table.

     Silence. A moment later, Hitler enters - Keitel and
     Fromm follow close behind. Heels click in unison.
     Keitel starts the meeting, but Stauffenberg isn't
     listening. While all eyes follow Hitler, Stauffenberg
     watches the door, scanning the faces in the room.

                        STAUFFENBERG
                         (whispering)
            Himmler. Where is Himmler?

     Haeften doesn't see him either. Shit.

                          KEITEL
            ...Now for the first order of
            business. Fromm, I believe you will
            brief us on blocking divisions for
            the Eastern Front...

     Stauffenberg silently excuses himself from the room.
     We hold on his briefcase. Remember where he left it.


61   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY               61

     The phone rings. A waiting Mertz grabs it.

                            MERTZ
            General Olbricht's Office.
                      (suddenly nervous)
            Hold the line.
                         (to Olbricht)
            Stauffenberg says Himmler's not at
            the briefing. He wants to proceed.                        

     All color drains from Olbricht's face.

                           OLBRICHT
            Call Beck.

     He leaves. Mertz rolls his eyes and dials a second
     phone.

                                                         58.




62   INT. SMOKY ROOM - DAY                                     62

     Beck and Goerdeler sit impatiently by the telephone,
     waiting for any word on the assassination and
     impending coup. When the telephone RINGS:

                             BECK
            Beck.

     He presses the receiver tightly to his ear, a look of
     concern washing over his face. He turns to Goerdeler.

                       BECK (CONT'D)
            Himmler is not in the briefing.

     Goerdeler's reaction is vintage politician. Blank.


63   INT. WOLF'S LAIR - BUNKER - HALLWAY - DAY                 63

     CLOSE ON A CIGARETTE. We watch as Stauffenberg
     smokes, waits, looks at his watch - the sounds of the
     meeting going on behind him. He drops his cigarette
     and we see a pile of three more. He has been waiting
     while the others deliberate. Finally:

                      MERTZ (ON PHONE)
            They say no. Wait.

     (Note: Intercut between Mertz and Stauffenberg.)

     Stauffenberg is furious. He calms himself.

                        STAUFFENBERG
            What do you say?

     Pause. Mertz looks around, makes sure he is alone.

                             MERTZ
            I say do it.

     Stauffenberg hangs up the phone. The moment of truth.


64   INT. WOLF'S LAIR - BUNKER - BRIEFING ROOM - DAY           64

     Stauffenberg quietly slips back into the briefing
     unnoticed. He freezes:

     CLOSE ON: The spot where Stauffenberg left his
     briefcase. Remember? Well it's gone.

                                                         59.



     He looks around frantically. Some officers notice
     him. Tension mounts. He gets Haeften's attention.

                        STAUFFENBERG
                          (mouthing)
            My briefcase.

     Before Haeften can answer, Fromm shoots them both a
     glare. "What the hell are you doing?"

                           KEITEL
            ...Gentleman. You are dismissed.

     And like that, the briefing has ended. Stauffenberg
     is sickened - the opportunity lost. Hitler exits,
     walking right past him. Keitel and the rest file out.
     The last to leave is Fromm.

                           FROMM
            That call better have been
            important.

     Stauffenberg turns, coming face-to-face with Freyend,
     Keitel's hateful toady. He holds the missing
     briefcase. For a moment we're sure the jig is up.

                          FREYEND
            Your bag... Colonel.

     He hands it over and leaves.


65   EXT. DEUTSCHLAND GUARD BATTALION - BERLIN - DAY           65

     A military sedan skids to a stop outside the Guard
     Battalion headquarters. Olbricht jumps from the car,
     racing to get General Hase's attention.

     LARGE FORMATIONS of soldiers stand at attention in
     the hot sun, awaiting orders.

                            HASE
                         (whispering)
            What the hell is going on? My men
            have been standing here for an
            hour. I don't know what to tell
            them.

     CLOSE ON REMER (the officer we told you to remember)
     standing before the ranks. He eyes Hase and Olbricht
     suspiciously, trying to hear what they are saying.
     After a moment, Hase addresses the men.

                                                 60.



                  HASE (CONT'D)
       At ease, gentlemen.

Olbricht addresses the men, trying unsuccessfully to
hide his nerves.

                     OLBRICHT
       This has been a drill. You're all
       to be commended for your quick
       response. Dismissed.

Pause. The men linger, confused until:

                OLBRICHT (CONT'D)
       HEIL HITLER.

                      SOLDIERS
       HEIL HITLER.

And the men fall out, nowhere to go so they just
light up and shoot the shit. Hagen approaches Remer.

                      HAGEN
       What did I tell you? A drill.

But Remer is not so sure. The way he stares at
Olbricht makes us nervous.

CLOSE ON: Olbricht sees Remer looking at him, making
note of the esteemed KNIGHT'S CROSS pinned to Remer's     
uniform. Olbricht leans toward Hase.

                    OLBRICHT
       That man there. Who is he?

                       HASE
       Major Remer? He commands the
       Deutschland Guard Battalion. What
       about him?

                     OLBRICHT
       Get rid of him.

                      HASE
       Remer? Don't worry about him. He's
       an order taker. To the bone.

Ah yes... But whose orders?

                                                          61.




66   INT. WAR MINISTRY - OUTSIDE FROMM'S OFFICE - DAY           66

     As usual, Lt. Herber sits at his desk and, as usual,
     he tries to ignore:

     MUTED SHOUTS through Fromm's office door. PULL BACK
     TO REVEAL Stauffenberg and Olbricht waiting.

     They sit across from, Freyend. A beat later, Keitel
     storms out of Fromm's office, his face red with
     anger. Deja vu. When Keitel and Freyend are gone:

     Herber looks up from his desk with a nervous smile.

                           HERBER
            The General will see you now.

     Stauffenberg and Olbricht stand, hats in hand.


67   INT. WAR MINISTRY - FROMM'S OFFICE - MOMENTS LATER         67

                           FROMM
            How dare you put the Reserve Army
            on standby without my knowledge.
            You damn near cost me my
            commission. What in God's name made
            you think you even had the
            authority?

                          OLBRICHT
            It was only a drill. An exercise.

                           FROMM
            DON'T LIE, OLBRICHT. Not to me. We
            both know it was no fucking drill.

                        STAUFFENBERG
            General, if I may-

                           FROMM
            You may not, Colonel. You may not
            do anything. Because now you've not
            only shown me you can't deliver,
            you've painted a target on my back.
            If I so much as sense you trying to
            move the Reserve Army again, I'll
            personally have you both arrested.
            Do I make myself abundantly clear?

                   STAUFFENBERG/OLBRICHT
            Yes, sir.

                                                         62.



                               FROMM
            Heil Hitler.

                           OLBRICHT
            Heil Hitler.

     But Stauffenberg turns to leave without answering.

                           FROMM
            I'll hear you say it, Colonel.

     Stauffenberg stops, glaring at Fromm with his one
     eye. He squares his shoulders, clicks his heels
     loudly and delivers a downright Nazi-like:

                        STAUFFENBERG
            HEIL HITLER.

     Still managing to make it sound spiteful. He leaves
     without being dismissed, slamming the door.


68   INT. SMOKY ROOM - NIGHT                                   68

     It has been a long day, the Resistance leaders are
     all exhausted. Beck, Olbricht, Witzleben, Haeften and
     Mertz watch Goerdeler circling a rigid Stauffenberg.

                         GOERDELER
            The point of your central solution
            is to replace Hitler so that we can
            negotiate a truce with the Allies.
            The Allies, I suspect, would be
            more amenable to a truce... IF WE
            OFFER IT TO THEM BEFORE THEY ARE IN
            FUCKING BERLIN.

                        STAUFFENBERG
            Today was a matter of indecision -
            nothing more. A military operation
            in the hands of a politician.

     Stauffenberg's lack of respect infuriates Goerdeler.

                         GOERDELER
            I don't think I am alone when I say
            your judgement is in question.
                        (to the others)
            I would like to take a vote.

                               BECK
            Carl.

                                                    63.



                     GOERDELER
       I DEMAND THAT WE RELIEVE COLONEL
       STAUFFENBERG.

                       BECK
       Carl, if I may have a word with you
       in private.

                    GOERDELER
       If you have something to say,
       Ludwig, say it here. Say it now.

                       BECK
       Very well. There's no need to vote.

Beck turns to the bar, pours two drinks. Stauffenberg
stiffens, ready for the axe.

                  BECK (CONT'D)
       I consider you a friend. And I look
       forward to the day when we can once
       again live as free men. But you've
       become a liability.

Goerdeler smiles smugly. But the smile fades when
Beck turns, offering a drink to him.

                  BECK (CONT'D)
       I'm sorry it has to be this way.

                    GOERDELER
       Wha... What are you saying?

                       BECK
       Fellgiebel informed me this
       evening... Himmler's issued an
       order for your arrest. You'll have
       to leave Germany. Tonight. When
       we've succeeded with the central
       solution you'll return as
       Chancellor. Until then-

Goerdeler stands, confronting Stauffenberg.

                    GOERDELER
       This is your doing, isn't it? ISN'T
       IT? You can't just get rid of me
       like this. I am the man Germany
       will follow. I'm... I...

Stauffenberg says nothing. He's too cool. Goerdeler
looks at the other conspirators, but no one is going
to speak for him. Finally, almost in tears:

                                                 64.



                GOERDELER (CONT'D)
       Ludwig, I-

Beck offers him an envelope.

                      BECK
       Disappear, Carl. Avoid contact with
       anyone.

Ugly pause. Goerdeler snatches the envelope and sulks
out. We could not be happier to see him go. Beck
coughs, turns to Stauffenberg.

                  BECK (CONT'D)
       No more indecision. From now on,
       Stauffenberg has discretion.                       

                     OLBRICHT
       I can't issue Valkyrie again unless
       we follow through. If he fails to-                 

                   STAUFFENBERG
       I'll do my job. You just take
       Berlin.                                            


INT. STAUFFENBERG'S BERLIN FLAT - NIGHT                   

CLOSE ON: A telephone. Stauffenberg's three fingered      
hand picks up the receiver and lifts it out of frame.     

               STAUFFENBERG (V.O.)                        
       I'd like to place a call to                        
       Bamberg, please.                                   


INT. STAUFFENBERG HOME - BAMBERG - NIGHT                  

Nina and her children eat supper around a single          
candle, Bamberg is experiencing a blackout. Though        
Nina manages a tranquil facade she is anything but.       

ANGLE ON: The silent telephone in the foreground. We      
wait for it to ring, but it never does.                   


INT. CHURCH - NIGHT                                       

Beck enters to find Stauffenberg in the front pew,        
staring at Christ on the cross.                           

                                                 65.



                       BECK                              
       Have you made your peace with God,                
       then?                                             

                   STAUFFENBERG                          
       As best I can.                                    

                       BECK                              
       Then you have nothing to fear.                    

Stauffenberg manages a smile as Beck sits.               

                  STAUFFENBERG                           
       I know the soldier inside me is a                 
       traitor. I wonder how I'll be                     
       judged as a man.                                  

                        BECK                             
       By history?                                       

                     STAUFFENBERG                        
       By God.                                           

                       BECK                              
       In the end, we answer only to                     
       ourselves.                                        

Stauffenberg fingers the cross and ring hanging from     
the chain around his neck.                               

                  BECK (CONT'D)                          
       Did you reach your wife?                          

                  STAUFFENBERG                           
       Bombing in Ebingen. I can't get                   
       through.                                          

                       BECK                              
       Ebingen is a long way from Bamberg.               
       They're safe. You've seen to that.                
                   (realizing...)                        
       To think... You came to us a                      
       wounded soldier from Africa. Now...               
       Now you are both the architect and                
       the assassin. I'm still trying to                 
       understand how this came to be.                   

                   STAUFFENBERG                          
                  (more to himself)                      
       Like a farmer watching the corn                   
       grow. One day it's over his head...               

                                                         66.



                             BECK                                     
            What's that?                                              

                         STAUFFENBERG                                 
            Nothing...                                                

     And the two men look up at the cross in silence.                 


71   EXT. STAUFFENBERG FLAT - DAYBREAK                         71   

     In these waking hours Berlin appears quite peaceful.
     Only the distant sound of shelling reminds us that
     the city is surrounded by war.


72   INT. STAUFFENBERG FLAT - BEDROOM - CONTINUOUS             72

     A tawny leather briefcase sits on a neatly made bed.

     Stauffenberg, freshly bathed and wrapped in a towel,
     shaves in front of the mirror. For the first time we
     see his scars and deformities in full. He looks
     himself over, finally focusing on the chain around
     his neck, contemplating the small cross and the ring -
     its engraving: finis-initium [end-beginning].

     Though his face is clean-shaven now, he continues,
     slowly running the razor down his throat. Then he
     stops, pressing the blade a little too hard and
     bringing blood. It almost seems intentional.

     CLOSE ON: The box that holds his glass eye, staring.


73   INT. STAUFFENBERG FLAT - BEDROOM - LATER                  73

     Stauffenberg has since mastered the process of
     dressing himself. JUMP CUTS take us from a wounded
     soldier to an officer of the General Staff.

     CLOSE ON: His crisp white collar, picking up a trace
     of blood from the cut on his throat.


74   EXT. STAUFFENBERG FLAT - DAY                              74

     TITLES: 20 JULY 1944. 6:00 AM.

     Haeften holds the door for Stauffenberg, stepping                
     into a military sedan.                                           

                                                         67.




75   EXT. BERLIN - VARIOUS - DAY                               75

     For the first time we see Berlin in broad daylight -
     the city in ruins. The drive through the rubbled,
     smoky streets is particularly eerie today.                       


78   EXT. AIRFIELD - RANGSDORF - DAY                           78

     TITLES: 7:00 AM.

     Haeften and Stauffenberg board a three-engine courier
     plane - each carrying a leather briefcase. A moment
     later the plane is taking off.                                   


79   INT. SMOKY ROOM - DAY                                     79

     A group of 30 RESISTANCE OFFICERS talk quietly,
     smoking cigarettes and waiting anxiously. Many of the
     faces we recognize, some we see for the first time.
     We notice Witzleben has donned his old military
     uniform, looking a little too proud.

     Beck looks over the faces of these men, trying to
     contain his own fear. His eye catches the door
     opening and a MAN IN A DECORATED POLICE UNIFORM
     entering the room. We tense.

     One by one, the men in the room stop talking, staring
     at the police officer. Just as we think it's over:

                            BECK
            Gentlemen, may I introduce Chief
            Helldorf. He's guaranteed the full
            support of the Berlin Police.

     Helldorf nods. The men breathe a collective sigh of
     relief. Some laugh. Many shake Helldorf's hand.

                       BECK (CONT'D)
            We can begin.

     Beck moves to a table covered with maps of Berlin,
     Paris and the Wolf's Lair.

                       BECK (CONT'D)
            Hitler has scheduled a military
            briefing for today at one o'clock.
            Stauffenberg will strike regardless
            of who else is present.

                                                         68.



     As Beck speaks, we see how things should play out...


80   EXT. WOLF'S LAIR - DAY                                    80

     Stauffenberg and Haeften are driven in a topless
     sedan. Each carries his leather briefcase.

                        BECK (V.O.)
            Once in position, he will signal us
            once to alert the troops and again
            after the flash...


81   EXT. WOLF'S LAIR - BUNKER - DAY                           81

     Stauffenberg and Haeften quickly get in the sedan -
     the concrete bunker just behind him - its steel door
     closed. They speed out of frame a beat before a
     muffled explosion rocks the bunker - the steel door
     bulges but holds fast. Only a wisp of smoke escapes.


82   INT. WAR MINISTRY- FROMM'S OFFICE - DAY                   82

     SOLDIERS burst into Fromm's office and arrest the
     bewildered General without incident.

                        BECK (V.O.)
            Assuming Fromm refuses to join us,
            Olbricht will take Command of the
            Reserve Army and initiate Operation
            Valkyrie.

     Olbricht takes Fromm's place and starts making calls.
     At least this is how it should happen...


83   INT./EXT. BERLIN - VARIOUS - DAY                          83

     Establishing shots of the idle troops and equipment
     as they are once again called into action.

                        BECK (V.O.)
            Then he'll notify all district
            commanders between Paris and Berlin
            that the SS is attempting to seize
            power. The Reserve Army will arrest
            all SS, Gestapo and Nazi officials.

     The same soldiers are now storming government
     buildings and seizing personnel.

                                                         69.




84   INT. WAR MINISTRY - DAY                                   84

     Witzleben and Beck march in with ARMED SOLDIERS.

                        BECK (V.O.)
            When the time is right, Witzleben
            and I will arrive at the War
            Ministry and assume the roles of
            Commander of the Armed Forces and
            Head of State, respectively.


85   INT. RADIO STATION - DAY                                  85

     Goerdeler stands at a radio microphone, reading
     passionately from a prepared script with dramatic
     gestures painfully reminiscent of Hitler.

                        BECK (V.O.)
            With Berlin secured, Goerdeler will
            return and address the nation as
            our new Chancellor. Then, God
            willing, we can negotiate a truce
            with the Allies and spare Europe
            from total destruction.


86   INT. SMOKY ROOM - DAY                                     86

                            BECK
            Gentlemen, this is the most
            important day of your lives. Long
            live sacred Germany.                                      

     The conspirators salute and leave. Beck places both
     hands on the table to support himself, coughing and
     exhausted. Then he looks nervously at his watch...


87   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY               87   

     Olbricht paces before his desk. Mertz watches him,               
     anxiously waiting for:

                           MERTZ
            Put the Reserve Army on standby                           
            alert.

                          OLBRICHT
            Not until I hear from Stauffenberg.
            Not until I'm sure.                                       

                                                         70.



                           MERTZ
            But that's not what he-

                          OLBRICHT
            Noted, Colonel. Thank you.


88   EXT. AIRFIELD - RASTENBURG - DAY                          88   

     The plane touches down and taxis to a stop.
     Stauffenberg and Haeften deplane and immediately step
     into a waiting courier car driven by a young, dutiful
     Nazi. SECOND LIEUTENANT KRETZ. Remember him.


89   EXT. WOLF'S LAIR - DAY                                    89

     Even this early, the heat is oppressive.

     We watch from a distance as the courier car is
     stopped at the outer checkpoint. Once again, the
     GUARD carefully examines Stauffenberg and Haeften's
     identification and takes their pistols before
     allowing the car to pass. We follow.


90   EXT. WOLF'S LAIR - KEITEL'S OFFICE - DAY                  90

     Est. Field Marshal Wilhelm Keitel's office as the
     courier car arrives.                                             

     Stauffenberg and Haeften are greeted by Freyend who              
     shows them to:                                                   


91   INT. KEITEL'S OFFICE - WAITING ROOM - CONTINUOUS          91

     TWO OFFICERS are already waiting. They stand...

                          FREYEND
            Gentlemen, may I present Colonel
            Claus von Stauffenberg - Chief
            Officer of the Reserve Army.

                         OFFICER #1
            Colonel Stauffenberg. This is an
            honor. They say you're the man that
            will defend Berlin from the Red
            Army single-hand-

     The officer realizes what a faux pas he has made as
     soon as he says it. Unfazed, Stauffenberg smiles,
     raising his briefcase with his single hand.

                                                    71.



                   STAUFFENBERG
       Indeed. I've got the whole bag of
       tricks right here.

The officers laugh nervously, relieved he was not
insulted. Idiots. Meanwhile, Freyend steps toward
Haeften, reaching for the handle of his briefcase.

                     FREYEND
       Let me take that for you.

But Haeften snaps the case back. Freyend raises a
suspicious eye. Before he can press:                        

                   VOICE (O.S.)                             
       Colonel Stauffenberg?

Everyone turns to find General Fellgiebel standing at       
the door. Everyone stands at attention.                     

                    FELLGIEBEL                              
       At east, Gentlemen.                                  
                  (to Stauffenberg)                         
       General Fellgiebel, communications.                  
       I just wanted to meet the hero of                    
       Africa... And see if there's                         
       anything you need.                                   

                   STAUFFENBERG
       Yes, sir, there is. I'm expecting a                  
       call of the utmost importance. Even                  
       if it comes when I am in conference                  
       with the F�hrer I'd appreciate it                    
       if you had a man come and get me.                    

Beat. Fellgiebel and Stauffenberg share an instant
look of understanding.

                    FELLGIEBEL
       Of course, Colonel.

Fellgiebel salutes. Stauffenberg and the others             
return it as Fellgiebel departs. Just then, Keitel          
bursts from his office, fixing his tie.

                      KEITEL
       Gentlemen. The meeting has been
       pushed forward to 12:30. Mussolini
       is arriving on the afternoon train
       and Hitler wants to have lunch with
       him.

Stauffenberg is excited by a potential bonus.

                                                         72.



                        STAUFFENBERG
            Will Mussolini be in the briefing?

                           KEITEL
            I only wish he were. Then some
            ambitious officer might take the
            opportunity to shoot the dago
            bastard.

     Keitel makes a beeline for the door and the others
     follow like good sheep. Stauffenberg holds back,
     however, attracting Freyend's attention.

                        STAUFFENBERG
            I'll need a place to wash up -
            change my shirt.

     Stauffenberg points to the shaving cut on his throat
     and the tiny blood stain on his shirt. The cut was
     intentional after all.

     Annoyed, Freyend motions to the adjoining anteroom.

                          FREYEND
            Please, do be quick. You heard the
            General.

     Stauffenberg nods in appreciation. He motions for
     Haeften to follow him. Freyend watches, curious.


92   INT. KEITEL'S OFFICE - CHANGING ROOM - DAY                92

     Fast on Stauffenberg's heels, Haeften closes the
     door. A large portrait of Hitler looms, watching.
     Stauffenberg positions himself at a small desk with
     his back to the door. He removes a brick of plastic
     explosive from his briefcase.

                          HAEFTEN
                         (whispering)
            You're arming them... now?                                

     Stauffenberg quickly unbuttons his shirt, taking a
     clean one out of his bag and putting it on as:

     Haeften assembles a fuse.

                       STAUFFENBERG
            No room for error this time. Assume
            I have ten minutes in this heat.

                                                         73.

                   STAUFFENBERG (CONT'D)
            Two minutes for the walk, one for
            the security check and one to the
            bunker. Three minutes for the walk
            back. That's seven.

                          HAEFTEN
            Leaving just three minutes to place
            the bomb.

                        STAUFFENBERG
            Plenty of time.

                          HAEFTEN
            If the bomb goes off in ten.

     He carefully inserts the fuse into the explosive.

     The RING OF A TELEPHONE startles us.


93   INT. KEITEL'S OFFICE - WAITING ROOM - DAY                 93

     CLOSE ON THE TELEPHONE. Freyend answers.

                          FREYEND
            Major Freyend speaking.
                            (beat)
            Stauffenberg? Yes, he's arrived...
            They are on their way now.

     Freyend hangs up, glancing impatiently at his watch.


94   INT. KEITEL'S OFFICE - CHANGING ROOM - DAY                94

     Neatly dressed again, Stauffenberg carefully places
     the primed explosive back in his briefcase. He and
     Haeften turn their attention to the second explosive -
     assembling the fuse, about to insert it when:

     BANG. The door swings suddenly open - stopped short
     by Stauffenberg's backside. He nearly drops the fuse.

                        STAUFFENBERG
            Dammit man, what is it?

     It's Freyend, of course, trying to peer through the
     partially opened door. Stauffenberg hides the bombs
     with his body.

                          FREYEND
            General Keitel insists that the
            Colonel please hurry.

                                                         74.



     Haeften scoops the unarmed explosive into his
     briefcase. Stauffenberg motions for Haeften to leave.


95   INT. KEITEL'S OFFICE - HALLWAY - DAY                      95

     Haeften comes out, moving Freyend back with his body
     and shutting the door behind him - a charged moment.

                          HAEFTEN
            The Colonel is changing, Major. You
            understand this can be difficult.

     Freyend backs down. A little.


96   INT. KEITEL'S OFFICE - CHANGING ROOM - DAY                96

     Stauffenberg produces a pair of pliers (one handle
     specially bent for easier use by a man with only
     three fingers). With some effort, he manages to
     secure the pliers around the fuse.

     CLOSE ON THE ACID CAPSULE OF THE FUSE. The jaws of
     the pliers gently squeeze, crushing it. The bomb is
     live. There is no turning back now.

     Stauffenberg closes his briefcase and opens the door,
     greeted by Freyend and Haeften.


97   EXT. WOLF'S LAIR - OUTSIDE KEITEL'S OFFICE - DAY          97

     Freyend scurries, trying to catch up with Keitel.
     Stauffenberg and Haeften lag behind.

                        STAUFFENBERG
                         (to Haeften)
            See that the car is ready.

     Haeften looks down at the briefcase in his hand - the
     second, unarmed explosive inside.

                           HAEFTEN
            But sir-

                        STAUFFENBERG
            I have everything I need,
            Lieutenant. Thank you.

     Haeften reluctantly takes his leave just as Freyend
     turns back, eager for Stauffenberg to pick up the
     pace. He reaches for the briefcase.

                                                         75.



                          FREYEND
            Please. Let me help you with that.

                        STAUFFENBERG
                       (pulling it away)
            I can manage, thank you.

     Freyend seems more than just a little peeved. But
     Stauffenberg doesn't notice. He is focused straight
     ahead, mentally calculating what time he has left.

     The bunker suddenly seems miles away.


98   EXT. WOLF'S LAIR - OUTSIDE BUNKER - DAY                   98

     Security Perimeter I. Keitel and his men file through
     the heavily guarded entrance. Each man holds up his
     pass for the GUARDS to inspect. Stauffenberg is last.

     Keitel heads toward a wooden structure up ahead -
     AWAY FROM THE BUNKER. Stauffenberg is confused.

                        STAUFFENBERG
            Where are they going?

                          FREYEND
            It's too hot. The briefing has been
            moved to the conference hut.

     ANGLE ON: The conference hut. The door and many
     windows of the flimsy wooden structure are all open.
     Not ideal for generating the deadly air pressure
     vital to Stauffenberg's plan. But this obstacle only
     seems to strengthen his resolve. He is a soldier
     after all. And no military operation goes according
     to plan. Making matters worse:

                      FREYEND (CONT'D)
            Sir, your briefcase. I insist.

     Annoyed but not wanting to arouse suspicion,
     Stauffenberg finally acquiesces, handing it over. He
     watches Freyend carry the bomb into the hut. Pause.

     Stauffenberg looks back over his shoulder to:

     Fellgiebel - standing by the communications building.
     The man who will get Stauffenberg out of the room
     before the bomb goes off. They share a nod. Then
     Stauffenberg steps into the hut.                                 

                                                       76.




99    INT. CONFERENCE HUT - HALLWAY - CONTINUOUS               99

      In the room beyond we see Hitler at the end of a long
      table surrounded by RANKING OFFICERS. One by one,
      they present their individual briefings to the
      nodding F�hrer. Stauffenberg whispers to Freyend.

                         STAUFFENBERG
             My injuries left me a bit hard of
             hearing. See that you place me as
             near the F�hrer as possible.

      Freyend nods, but for now his concerns are elsewhere -
      wrangling everyone into the meeting.

      Like the other officers, Stauffenberg hangs up his
      belt and hat on hooks at the entrance to the briefing
      room. He catches sight of SERGEANT-MAJOR ADAM, the
      conference hut's young telephone operator.

                    STAUFFENBERG (CONT'D)
             Sergeant. I'm expecting an urgent
             call from Berlin...


100   INT. CONFERENCE HUT - BRIEFING ROOM - DAY                100

      A small room measuring 15 by 32 feet. Stifling heat.             
      We notice again that the windows are open to let in
      some air. Hitler and his officers hunch over a long,
      heavy table covered in detailed maps of Eastern
      Europe and the Soviet Union.

      LIEUTENANTS and SERGEANTS continually tiptoe in and
      out of the room. A GENERAL stands beside Hitler in
      the middle of his briefing:

                           GENERAL
             The Eastern Front forces are
             assured a victory... but they need
             reinforcements.

      In other words, they are getting pounded but he can't
      say that. The General is relived to be interrupted by
      Keitel's arrival. The briefing stops momentary as:

                            KEITEL
             Please pardon our tardiness... You
             remember Colonel Stauffenberg?

                                                   77.



Hitler makes a deliberate effort to shake
Stauffenberg's hand, their eyes lock - an unnerving
moment. Stauffenberg has come to kill this man
greeting him. The moment is broken when the General
clears his throat, continuing his presentation.

                     GENERAL
       As you can see, Mein F�hrer, the
       situation in the East Prussian
       sector is increasingly critical...
                 (and on and on...)

Freyend startles Stauffenberg slightly when he takes
him by the arm, moving him to his place at the table -
less than half a step from Hitler. He is squeezed in
between two other officers. We suck in wind when we
see who one of them is...

COLONEL HEINZ BRANDT - the same Brandt who carried
the bottles of Cointreau onto Hitler's plane so long
ago. He still scribbles in his damn datebook.

Freyend sets the briefcase beside Stauffenberg -
bumping Brandt's leg. Brandt looks down at the
briefcase - long enough to make us nervous.

He watches as Stauffenberg nonchalantly bends down,
sliding the briefcase as close to Hitler as possible,
leaning it against the heavy wooden table support
immediately to the right of Hitler's foot.                 

Stauffenberg looks back at the open door, glances at
his watch. He can clearly see Sergeant Adam, the
telephone operator. Where is his God-damn phone call?

Around him generals talk, Hitler nods, but we hear
nothing. Only the pulse of Stauffenberg's heartbeat
in his own ears - the only thing betraying his
otherwise outward calm.

He looks down at the briefcase - the bomb just under
his feet. He looks at Hitler nodding. The longer we
stay, the more excruciating it is. So we milk it.

Stauffenberg is startled when a hand touches his arm.
The annoying Freyend is there, whispering in his ear.
Keitel sees this, irritated by the interruption.
Stauffenberg makes a gesture to Keitel with his hand,
indicating a phone call. Keitel is not pleased.

                                                          78.




101   INT. CONFERENCE HUT - HALLWAY - DAY                       101

      Freyend leads Stauffenberg to Adam who offers the
      telephone receiver.

                             ADAM
             General Fellgiebel, sir. He says
             it's urgent.

      Stauffenberg takes the phone and stares at Freyend
      and Adam - they get the idea that this is a private
      call and leave. When they are gone, Stauffenberg
      simply lays the receiver down and walks out. Fast.

      A moment later, Adam returns to the room. He sees the
      receiver laying there. Odd. Looking down the hallway
      he sees Stauffenberg quickly exiting the building.

      Then he notices Stauffenberg's hat and belt still
      hanging outside the briefing room.

                        ADAM (CONT'D)
             Colonel... Colonel, you forgot your-


102   INT. CONFERENCE HUT - BRIEFING ROOM - DAY                 102

      Hitler leans on his elbows carefully studying the map
      before him as the General's presentation drags on.

      Brandt moves in closer, filling the void left by
      Stauffenberg. His foot hits something. He looks at:

      Stauffenberg's briefcase as it falls over.

      Slowly, Brandt reaches down, picking up the
      briefcase, looking around for Stauffenberg. He
      considers the bag for a moment and we are sure he is
      going to open it.

      But then he puts it back under the table. But now the
      heavy wooden support is BETWEEN Hitler and the bomb.

                           GENERAL
             ...And now I believe Colonel
             Stauffenberg will present us with
             his deployment for the Replacement
             Army should the unthinkable occur
             and the Russians reach-

      Where is Stauffenberg? Keitel shoots Freyend a look.

                                                          79.




103   INT. CONFERENCE HUT - HALLWAY - DAY                       103

      Freyend steps into the hall. No sign of Stauffenberg.
      Sergeant Adam approaches, looking confused.

                           FREYEND
             Where the hell is Stauffenberg?

      But Adam shrugs, holding out Stauffenberg's hat.


104   EXT. WOLF'S LAIR - COMMUNICATIONS BUILDING - DAY          104   

      Fellgiebel and Haeften watch anxiously as
      Stauffenberg clears the security checkpoint and walks
      toward them, slow and deliberate - eerily calm.                   


      INT. CONFERENCE HUT - BRIEFING ROOM - DAY                         

      Hitler at the far end of the room, bent over the                  
      conference table, leaning on his elbows.                          

      A MASSIVE, EAR-SPLITTING EXPLOSION lifts the table                
      up, throwing Hitler back and simultaneously                       
      vaporizing the men standing on either side of him.                


      EXT. WOLF'S LAIR - CONFERENCE HUT - DAY                           

      The hut explodes outward like a house of cards.                   
      Bodies are thrown clear. Everyone hits the deck
      except Stauffenberg. He just keeps walking.                       

      A great cloud of smoke billows from the ruins. The                
      sky is alive with a swirl of burnt paper scraps and
      ash. STUNNED OFFICERS are running about. Shouting.
      Screaming. Absolute chaos.

      Even knowing it was coming, Haeften is stunned.
      Stauffenberg walks up to the communications building
      and takes him by the arm, turning to Fellgiebel.

                        STAUFFENBERG
             Contact General Olbricht in Berlin.
             Tell him Hitler is dead. Proceed
             with Operation Valkyrie. Then sever
             all communications.

      Fellgiebel nods and rushes to make the call.
      Stauffenberg leads Haeften to their waiting car -
      still driven by young Lt. Kretz.

                                                        80.


      He too is stunned by the explosion - so much so that
      he does not think to get out and open the door for
      his passengers. Stauffenberg climbs in next to Kretz,
      pushing Haeften in the back.

                      STAUFFENBERG (CONT'D)
                             (to Kretz)
             Drive.
                           (Kretz lingers)
             LIEUTENANT.

      Kretz snaps out of it and jams the car in gear,
      speeding off down the forested trail. Stauffenberg
      and Haeften look back for a clear view of the total
      destruction. Bodies are carried out of the demolished
      hut - the grounds littered with the wounded.

      Surly there is no way the F�hrer could have survived.


105   INT. COMMUNICATIONS HUT - DAY                           105

      Fellgiebel holds a phone to his ear.

                   FELLGIEBEL (INTO PHONE)
             I said Olbricht. General Olbricht
             at the War Ministry. The call is
             urgent.

      A breathless COMMUNICATIONS OFFICER enters, pointing
      in mute shock to the ruin outside.

                    COMMUNICATIONS OFFICER
             What the hell just happened?

                          FELLGIEBEL
             What does it look like? The F�hrer
             is-

      Fellgiebel freezes, something catching his eye.

      COME AROUND TO HIS P.O.V. Share his horror. Through
      the window, Fellgiebel has a clear view of the
      conference hut, or rather what's left.

      HITLER - limping, dazed, his clothes in tatters - is
      being led from the smoldering ruins. He is very much:

                        FELLGIEBEL (CONT'D)
             Alive...

                                                           81.




106   EXT. WOLF'S LAIR - INNER SECURITY CHECKPOINT - DAY         106

      Kretz brings the car to a sudden stop at the first
      checkpoint. A barricade is in place. A GUARD
      approaches. Stauffenberg and Haeften hold up passes.

                         STAUFFENBERG
             We have to get to the airfield at
             once. Orders form the F�hrer.

      The guard signals his men to remove the barricade.


107   INT. COMMUNICATIONS HUT - MOMENTS LATER                    107

      Fellgiebel waits to be connected to the War Ministry
      in Berlin. His Communications Officer awaits orders.
      This makes it hard for Fellgiebel to speak plainly.
      He plays up his distress for his audience.

                   FELLGIEBEL (INTO PHONE)
             I am calling from The Wolf's Lair
             with urgent news for the General.
             Something terrible has happened...

      Then he turns his back, lowers his voice.

                     FELLGIEBEL (CONT'D)
                          (whispering)
             The F�hrer is still alive.

                       VOICE (ON PHONE)
             I'm sorry. Please come again.

      But Fellgiebel's officer is watching him, trying to
      hear. Fellgiebel has no choice but to hang up.

                          FELLGIEBEL
             Sever all communications.

                     COMMUNICATIONS OFFICER
             Sir?

                          FELLGIEBEL
             DON'T ARGUE WITH ME, DAMMIT. JUST
             DO IT.


108   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY                108

      Olbricht anxiously hovers over Mertz who shouts into
      the phone.

                                                    82.



                      MERTZ
       I didn't hear you. Come again.
       Fellgiebel. FELLGIEBEL.

But it's no use. Mertz slowly hangs up the phone.

                     OLBRICHT
       Well, what did he say?

                      MERTZ
       I... couldn't be sure. It sounded
       as though he said... Hitler is
       still alive.

Olbricht clinches his teeth and starts sweating.

                     OLBRICHT
       Get him back on the line.

                      MERTZ
       Sir... The bomb did go off. That
       much was clear. Fellgiebel's next
       step will be to sever all
       communications.

Olbricht is confused. Frozen.                               

                  MERTZ (CONT'D)
       Colonel Stauffenberg was explicit.
       We initiate Valkyrie regardless.

                     OLBRICHT
       Only Fromm can initiate. You know
       that.

                      MERTZ
       Then lie. Tell him Hitler's dead.
       Or arrest him. But do it now.                        

But Olbricht is frozen.

                  MERTZ (CONT'D)
       Sir... Did you hear me? You have to
       give the order to initiate
       Valkyrie. This is our only-

                     OLBRICHT
       I'm not doing anything until I talk
       to Fellgiebel. Get him back on the
       phone. NOW.

Mertz shakes his head bitterly and dials, but he'll
never get through.

                                                           83.




109   EXT. WOLF'S LAIR - OUTER SECURITY CHECKPOINT - DAY         109

      Stauffenberg's car presses on through the woods
      toward the last security checkpoint, but numerous new
      road barriers are in place. This is not good.

      One SERGEANT KOLBE and TWO ARMED SOLDIERS step from
      the guardhouse, signalling Kretz to stop.

                            KOLBE
             No one gets in or out.

                         STAUFFENBERG
             We're on orders from the F�hrer. We
             have to get to the airfield
             immediately. You will step aside.

                            KOLBE
             I'm sorry, sir, but my orders are-

      Stauffenberg steps out of the vehicle and makes a
      beeline for the guardroom. Kolbe races after him.


110   INT. GUARDROOM - CONTINUOUS                                110

      Stauffenberg snatches up the telephone before Kolbe
      and his men can stop him.

                         STAUFFENBERG
             Get me General Keitel.

      Stauffenberg wipes a single bead of sweat from his
      brow. With the guards hovering over him, he turns and
      casually sits on the desk, blocking the phone with
      his body. He surreptitiously rests his hand on the
      telephone cradle, hanging up. He talks to no one.

                    STAUFFENBERG (CONT'D)
             Yes... General Keitel. Stauffenberg
             here. I can't get past the outer
             gate. A Sergeant...

      He looks at Kolbe. Kolbe swallows.

                             KOLBE
             Kolbe.

                         STAUFFENBERG
             Sergeant Kolbe says no one is
             getting out... Yes. Yes. Maybe you
             can explain it to him.

                                                        84.



      Stauffenberg holds out the phone - staring hard,
      bluffing harder. Kolbe considers the phone. Finally:

                             KOLBE
              That won't be necessary, Colonel.


111   EXT. WOLF'S LAIR - OUTER SECURITY CHECKPOINT - LATER    111

      A humiliated Kolbe watches Stauffenberg's car speed
      away from the open barriers. Free.


112   INT. CAR - DAY                                          112

      Silence but for the chattering engine. Kretz is
      distracted by movement in the rearview mirror.

      P.O.V. IN REARVIEW MIRROR. Haeften rummages through
      his briefcase, removing objects Kretz can't make out
      - tossing them, one by one, into the woods. Haeften
      realizes he is being watched by Kretz in the mirror
      and shoots him a look. "Mind your own business."

      Kretz returns his attention to the road. But
      something just isn't sitting right with him...


113   EXT. AIRFIELD - RASTENBURG - DAY                        113

      TITLES: 1:15 PM.

      Stauffenberg and Haeften climb aboard a waiting
      plane. A beat later it is rolling down the runway.

                          MERTZ (V.O.)
              Every second we stand here arguing
              is a second lost.


114   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY             114

      Olbricht is calm - in full denial. He straightens his
      tie in the mirror as Mertz paces the room, flustered.

                            OLBRICHT
              I can't initiate Valkyrie without
              confirmation that Hitler's dead.
              It's too great a risk.

                                                       85.



                            MERTZ
             What about Stauffenberg? What about
             his risk? He did his part and now
             you're abandoning him.

                           OLBRICHT
             Watch yourself, Colonel.

                            MERTZ
             Shouldn't you be consulting Beck?

                           OLBRICHT
             I know just what Beck will say.
             He's a dying man. What does he have                     
             to lose?

      He puts on his hat and coat now, turning to leave.

                            MERTZ
             At least put the Reserve Army on
             alert.

                          OLBRICHT
             I can't cover up another false
             alarm. When Stauffenberg returns,
             when he gives me confirmation. Then                     
             we'll proceed.                                          

      Mertz is speechless. As Olbricht walks out:

                            MERTZ
             And where are you going?

                           OLBRICHT
             The same place you are. Lunch.


115   INT. KEITEL'S OFFICE - DAY                             115

      Keitel sits at his desk, listening intently to
      someone O.S. Although his wounds are superficial, he
      certainly took a beating in the blast.

      PULL BACK TO REVEAL:

                             ADAM
             The one-eyed Colonel...

                             KEITEL
             Stauffenberg.

                                                          86.



                             ADAM
             He left the building very abruptly -
             just before the explosion.

                            KEITEL
             Several men left the building
             before the explosion.

                             ADAM
             Yes, sir. Of course. But...

                            KEITEL
             But what? Spit it out, man.

                             ADAM
             Well. The Colonel left his hat.

      Keitel's expression sours. "Is that all you've got
      for me?" He is about to say so when that prick
      Freyend barges in, also banged up. With him is Kretz -
      Stauffenberg's driver.

                           FREYEND
             Pardon the intrusion, sir, but I
             think you will be most interested
             to hear what this man has to say.


116   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY               116

      TITLES: 2:00 PM.

      Forty-five precious minutes have slipped away.

      Mertz sits alone at Olbricht's desk, lighting a fresh
      cigarette with the remains of another. The ashtray
      says he's been at this for quite a while. He stares
      at the clock, as if attempting to will time forward.

      His eyes sweep across Olbricht's desk, past his
      files, his stationery, framed photographs of his
      family. Then he looks up at a portrait of Hitler.

      Mertz is struck suddenly with a notion. He looks
      again at Olbricht's desk. His stationery...

      "Fuck it."

      He grabs the stationery and feeds it into a
      typewriter.

                                                        87.




117   INT. WAR MINISTRY - COMMUNICATIONS OFFICE - DAY         117

      Mertz approaches a LOWLY TELECOMMUNICATIONS OPERATOR.
      Awkward pause. A struggle with the soul. Then he
      hands over a sheet of paper.

                            MERTZ
             Orders from General Olbricht.

      CLACK-CLACK-CLACK-CLACK-CLACK...


118   INT. CENTRAL COMMUNICATIONS - BERLIN - DAY              118

      Again we are inside the nerve center of Nazi
      communications. Again the teletypes busily chatter
      away. And again, Sgt. Helm is curious, watching:

      STANDBY FOR OPERATION VALKYRIE...

      The TELETYPE OPERATOR looks up at Helm. "What do I
      do?" Helm glances over his shoulder to the uptight
      Lt. Haan - oblivious. Helm shrugs.

                             HELM
             Send it through. But keep me
             informed.

      A SHRILL WHISTLE takes us to...


      EXT. BERLIN - VARIOUS - DAY                                     

      Once again RESERVISTS and CADETS rush to their homes            
      and scramble to put on their uniforms.                          


119   EXT. DEUTSCHLAND GUARD BATTALION - DAY                  119

      The siren, the sculpted eagle and swastika, the                 
      pillared stronghold. Tanks and heavy equipment are              
      once again made ready.                                          

      General Hase issues the alert signal just as he did
      before, watching the men of the Reserve Army
      scramble. In the melee we find Lieutenant Hagen.

                            HAGEN
             Here we go again.

      He says this to:

                                                         88.



      Major Remer, the man who was so suspicious last time
      is even more suspicious now.                                     


121   EXT. WOLF'S LAIR - CONFERENCE HUT - DAY                  121

      A light drizzle. A man jabbering in Italian O.S.

      We get our first good look at the demolished briefing
      hut. That anyone survived is a miracle. Officers
      crowd around the smoldering ruins, the F�hrer himself
      heading this procession. He wears new clothes,
      nodding, smiling politely to the jabbering Italian
      O.S. A slight wince is the only indication that he
      was damn near blown to bits just hours ago.

      COME AROUND TO REVEAL none other than BENITO
      MUSSOLINI speaking an incessant stream of Italian.

      HITLER'S P.O.V. Blissful silence. Mussolini's
      blathering falls literally on deaf ears.


122   EXT. AIRFIELD - RANGSDORF - DAY                          122

      TITLES: 3:15 PM.

      Three hours have passed since the explosion.
      Stauffenberg and Haeften alight from the plane. The
      airfield is surprisingly calm. No car to meet them.

                          STAUFFENBERG
              Quiet, isn't it?

      Too quiet.

                            HAEFTEN
              I'll see where our driver is.

      Haeften walks over to the office. Stauffenberg looks
      around the airfield. The silence slowly becomes
      unnerving. He goes after Haeften.


123   INT. AIRFIELD OFFICE - DAY                               123

      Stauffenberg enters just in time to hear:

                      HAEFTEN (INTO PHONE)
              You mean to tell me that the alert
              is only just going out-

      Stauffenberg swipes the phone from Haeften.

                                                       89.



                  STAUFFENBERG (INTO PHONE)
             This is Stauffenberg. Get me
             General Olbricht.


124   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY            124

      Olbricht storms in, furious. He stands over Mertz,
      waving a document in his face - the very same
      document Mertz typed on Olbricht's stationery.

                             OLBRICHT
             Explain this.

                            MERTZ
             Someone had to do something while
             you were playing dead.

                           OLBRICHT
             We don't know that the F�hrer is
             not alive. We don't know any-

                            MERTZ
             THIS IS ABOUT GERMANY, FOR GOD'S
             SAKE. NOT YOU. BE A MAN.

      Before a fuming Olbricht can respond, the phone
      rings. Both men look at it - Olbricht is afraid to
      answer. Mertz shakes his head and picks up.

                        MERTZ (CONT'D)
             General Olbricht's office.

      He looks at Olbricht grimly, holding out the phone.

                        MERTZ (CONT'D)
             Stauffenberg for you, sir.

      Olbricht would rather take a live cobra than handle
      the phone right now. But take it he does.


125   INT. AIRFIELD OFFICE - CONTINUOUS                      125

      (Note: Intercut between Olbricht and Stauffenberg.)

                         STAUFFENBERG
             It's been three hours, Olbricht.                        
             What the hell have you been doing?                      

                           OLBRICHT
             We've had no confirmation that-                         

                                                 90.



                   STAUFFENBERG
       Dammit man, I saw the explosion                    
       myself. Nothing else matters now.
       We are committed.

Olbricht sits, color draining from his face. A real
"what have I done" moment.

                       OLBRICHT
       Dear God.

                   STAUFFENBERG
       Now where is Fromm? Is he with us
       or did you-

                     OLBRICHT
       I- No one has spoken to him yet.

Stauffenberg pounds his fist on the wall, furious -       
for the first and only time showing us a crack in his     
ultra-cool exterior. He collects himself and looks at     
his watch.

                   STAUFFENBERG
       Listen to me, Olbricht. Never mind
       Germany. Never mind Europe. Your
       life is at stake now, do you
       understand? If you want to live
       through the night you'll do exactly
       as I say.

                       OLBRICHT
       I understand.

                   STAUFFENBERG
       The second you hang up the phone,
       initiate Operation Valkyrie in
       Fromm's name. Then go over to his
       office in force, give him the
       choice to join us or place him
       under immediate arrest. Do I make
       myself perfectly clear?

                       OLBRICHT
       I understand.

                  STAUFFENBERG
       I am at the airfield now. I will be
       in Fromm's office in fifteen
       minutes. Be there when I arrive.                   

He slams the phone down, taking us to:                    

                                                       91.




126   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY             126

      Silence. With shaking hands, Olbricht moves the
      portrait of Hitler, exposing a hidden wall safe from
      which he removes, at last, a thick folder marked:

      VALKYRIE

      He looks at Mertz.

                           OLBRICHT
             Get Beck and the others. Tell them                       
             it's time.

      Relieved, Mertz nods and rushes out. Olbricht picks
      up the phone and dials. After a beat, he reads from
      the first page of the Valkyrie order.

                      OLBRICHT (CONT'D)
             This is General Olbricht calling on
             behalf of General Fromm - Commander
             of the Home Army. Adolf Hitler, is                       
             dead. A group of radicals from the                       
             SS are attempting to seize control
             of the government. Operation
             Valkyrie is in effect. All military
             districts, training schools and
             replacement troops are to take
             control of essential government
             offices at once...

      CLACK-CLACK-CLACK-CLACK-CLACK...


127   INT. CENTRAL COMMUNICATIONS - BERLIN - DAY              127

      Lt. Haans sits at his desk, sensing someone over his
      shoulder. He turns to find Sgt. Helm, a sheet of
      paper in his trembling hands.

                             HELM
             The F�hrer is dead.

      Skeptical, Haans snatches the paper from Helm. When
      he looks up, the entire staff is looking at him, some
      with tears in their eyes - others perhaps hiding a
      sense of relief.

      A phone rings. Then another. The chattering teletypes
      seem to surge into another gear as news of Hitler's
      death starts to spread.

                                                       92.



      Long pause. Haans struggles with the sheer size of
      the moment.

                            HAANS
             You all know your jobs. Get to
             work.

      Zombie-like, the Operators go back to their
      teletypes, passing orders along.

      But one Operator - the one Helm asked to keep him
      informed - notices something strange about one order            
      in a stack of many he is sifting through.                       

                           OPERATOR
             Sergeant. This order is signed by
             Witzleben.                                               

                             HELM
                       (taking the paper)
             That's ridiculous. He`s not even in
             the army anymore.

      But sure enough, there is Witzleben's name. Strange.
      Helm looks over at the devastated Haans, wondering
      how to handle this. Then, like a good little Nazi:

                        HELM (CONT'D)
             Pass the order along.


128   EXT. DEUTSCHLAND GUARD BATTALION - DAY                  128

      RESERVE SOLDIERS are marched into readiness. Vehicles
      moved into place. As they await further orders...

                         FROMM (V.O.)
             Who told you the F�hrer was dead?


129   INT. WAR MINISTRY - FROMM'S OFFICE - DAY                129

      Mertz and a sheepish Olbricht stand before Fromm. A
      stunned Lt. Herber hovers by the door.

                           OLBRICHT
             General Fellgiebel. At the Wolf's
             Lair.

      Fromm is at a loss for words. This just can't be so.
      He picks up the phone.

                                                         93.



                     FROMM (INTO PHONE)
             This is Fromm. Put me through to
             The Wolf's Lair.

                           OLBRICHT
             There's no use calling, all
             communication lines are-

                      FROMM (INTO PHONE)
             Yes. General Fromm for Field
             Marshal Keitel. Urgent.

      Mertz and Olbricht are shocked that he got through.              


130   INT. WOLF'S LAIR - KEITEL'S OFFICE - DAY                 130

      Keitel is still nursing a few wounds.

                       FROMM (ON PHONE)
             What's going on up there? The most
             incredible rumors are circulating
             in Berlin.

      Immediately suspicious, Keitel plays dumb, leading...

                            KEITEL
             I don't know what you mean.
             Everything's in order here.

      Keitel looks out the window at the still smoldering
      ruins of the conference hut in the distance.

                            FROMM
             There's talk the F�hrer's been
             assassinated.

                            KEITEL
             Another failed attempt. The F�hrer
             was never in danger.
                             (beat)
             By the way, where is your man
             Colonel Stauffenberg?


131   INT. WAR MINISTRY - FROMM'S OFFICE - DAY                 131

                            FROMM
             Stauffenberg? On his way back to
             Berlin, I should think.

      At the very mention of his name, Olbricht starts
      squirming.

                                                 94.



                KEITEL (ON PHONE)
       Let me know when he arrives. I'd
       like a word with him.

                       FROMM
       Certainly.

Click. After a beat, Fromm hangs up, smug.

                  FROMM (CONT'D)
       A false alarm. The F�hrer is fine.

Herber's outward relief stands in sharp contrast to
Olbricht's barely contained dread. Then:

                   VOICE (O.S.)
       That's a lie.

All eyes turn to see Stauffenberg and Haeften appear
in the doorway. Mertz lets out a sigh of relief as
they push their way past Herber and march into the
room.

                   STAUFFENBERG
       Hitler is dead. Operation Valkyrie
       is in effect.

Fromm stands, pounding his fist on the desk.

                      FROMM
       OPERATION VAL- WHO GAVE THE ORDER?

                    STAUFFENBERG
       You did.

                      FROMM
       THIS IS NOTHING LESS THAN TREASON.

                   STAUFFENBERG
       Be that as it may, the Reserve Army
       is assuming control here in Berlin.
       We trust you'll join us.

                      FROMM
       Dammit, man. Do you realize what
       you've done? The F�hrer is a-

                   STAUFFENBERG
       I delivered the bomb myself. I saw
       the blast. He is dead.

Fromm is stunned on several levels. He slowly sits
back in his chair.

                                                       95.



      CLOSE ON: Lt. Herber, who sees Stauffenberg as the
      model Nazi, is more shocked by this than the news of
      Hitler's death.

                            FROMM
             This can't be happening. It's some
             kind of joke.

                         STAUFFENBERG
             Are you with us or not?

                            FROMM
             Colonel, if what you say is true
             you should shoot yourself at once.
                         (to the others)
             The rest of you are under arrest.

                         STAUFFENBERG
             No, General. You are.

      And with those words, Haeften and Mertz draw their
      pistols, training them on the confused Fromm. Herber
      is paralyzed - unsure of what to do.

                            FROMM                                    
             I don't know where you think this                       
             is going, but I suggest you men                         
             change into civilian clothes and                        
             find a place to hide.                                   

                         STAUFFENBERG
                          (to Haeften)
             Lock him upstairs in his private
             quarters. Make sure his phone lines
             are cut.


132   INT. WAR MINISTRY- HALLWAY - DAY                       132

      Stauffenberg, Mertz and Olbricht march with great
      purpose. They are joined by Beck, coming the other
      way, wearing a plain dark suit. It is moving to see
      the old man manage the long walk.

                         STAUFFENBERG
             You're not in uniform.

                             BECK
             This has to be seen as a movement
             of the people.                                          

      Then he takes Stauffenberg's arm, letting Mertz and            
      Olbricht walk on, lowering his voice.                          

                                                       96.



                        BECK (CONT'D)                                 
             You're certain he's dead.                                

      Certain? Stauffenberg can see the private fear in               
      beck's eyes. But before he can answer, he is                    
      interrupted by a gasp O.S. as Olbricht opens the door           
      to his office, stepping back in shock. The others
      turn to see what it is...


133   INT. WAR MINISTRY - OLBRICHT'S OFFICE - DAY             133

      Looking out at the shocked faces of Olbricht, Mertz,
      Beck and Stauffenberg. PULL BACK TO REVEAL:

      Olbricht's office is packed to the four walls with
      GERMAN OFFICERS - all of them standing in silence,
      looking at the leaders of the Resistance with great
      respect. Stauffenberg walks in and the crowd parts,
      solemn and silent, nodding and whispering thanks.

      A YOUNG OFFICER steps forward. He looks hauntingly
      like the Lieutenant who drove Stauffenberg in Africa.

                        YOUNG OFFICER
             Colonel Stauffenberg, sir. We're
             reporting for duty.

      Stauffenberg is moved beyond words. Suddenly, what
      was once a small clutch of discarded generals and
      politicians is now a movement of motivated men.
      Stauffenberg nods, collects himself. In the crowd he
      finds Helldorf, the head of the Berlin Police, whom
      we met earlier. At first he speaks quietly, humbled.

                        STAUFFENBERG
                         (shaking hands)
             Helldorf, I'm... glad to see you.
             We're getting a late start and we
             need all of the manpower we can
             muster. Can we count on the police?                      

                          HELLDORF
             There's a lot of talk that Hitler                        
             isn't really dead. Is this true?                         

      Awkward pause. Good question. The men in the room               
      share nervous glances. Then all eyes on Stauffenberg.           

                         STAUFFENBERG
             I can't offer you any guarantees.                        
             The decision is yours and yours
             alone. Can we count on you?

                                                         97.



      Long pause. PAN ACROSS the uneasy faces of the men in
      the room, perhaps all of them waiting to see what
      Helldorf does before making their decisions. Finally:

                             HELLDORF
             I'm with you.

      Stauffenberg can barely hide his relief. There is a
      palpable shift in the room. One by one, the officers
      in the room reaffirm their commitment to the coup.

                         STAUFFENBERG
             Have your men surround the
             building. No one gets in or out of                        
             here without my permission.                               
                         (to the others)
             I want every available soldier on
             task - we need simultaneous control
             of every government building in the
             city. Dismissed.

      The soldiers move, but Beck's voice stops them -
      surprisingly loud and clear for a sick old man.

                             BECK
             Acts of vengeance will not be
             tolerated. We represent a different
             form of government. We represent
             what is good and just in Germany.                         

      AN EXPLOSION OF ACTIVITY:                                        


135   INT. WAR MINISTRY - STAUFFENBERG'S OFFICE - DAY          135

      Stauffenberg stands at his cluttered desk, a flurry
      of activity surrounding him. He is frantically
      speaking into the phone and to those present.

                        STAUFFENBERG
             ...Deploy troops to seize and
             protect all Reich agencies. Of most
             importance are communication
             centers - newspapers, radio
             stations, telephone and telegraph
             offices. All Nazi officials and
             government leaders are to be
             arrested at once...                                       

                                                         98.




136   INT. MILITARY COMMANDANT'S OFFICE - BERLIN - DAY         136

      General Hase, the Berlin Commandant, stands before a             
      giant map of Berlin, addressing a roomful of NAZI
      OFFICERS.

                             HASE
             ... Completely blockade the                               
             government quarters. Everything
             from the Brandenburg Gate to
             Potsdamer Platz. Nobody, not even
             generals or ministers, should be
             allowed to pass.
                              (beat)
             You have your orders, gentlemen.

      Again, we focus on Major Remer, Commander of the
      Deutschland Guard Battalion and always suspicious.

                        HASE (CONT'D)
             Is there a problem, Major?

                            REMER
             It just all seems very... vague,
             sir. Protocol dictates we should
             receive orders in writing-

                            HASE
             These are the orders as they were
             presented to me, Major. Now move.

      Pause. Just before the pause becomes insolent, Remer
      clicks his heels and salutes, leaving. But the look
      on his face tells us he's hatching a plan of his own.

      You are right to be nervous.


137   EXT. GOVERNMENT QUARTERS - BERLIN - VARIOUS - LATER      137

      The city center is abuzz with soldiers and military
      vehicles as they frantically cordon off the streets.

      SOLDIERS come out of various government buildings
      with SEVERAL NAZI GENERALS in custody, hands bound.
      They push them into waiting trucks.

      Meanwhile, PASSING CIVILIANS walk quickly by, trying
      to pretend they don't see anything. Years of Nazi
      rule have told them to mind their own business.

                                                          99.



      ANGLE ON: A staff car - Major Remer in the back,
      watching the entire scene with cold eyes. Lt. Hagen
      emerges from the chaos on the streets.

                            HAGEN
             Major Remer. We've just had orders
             from the War Ministry. The
             battalion is to blockade the
             government quarter and place
             Minister Goebbels under arrest.

      Remer does not move. He just thinks.

                        HAGEN (CONT'D)
             What is it, Major?

                            REMER
             Something just doesn't feel right
             about this. I would hate to find
             out I'm being taken advantage of.

                             HAGEN
                           (realizing)
             A coup you think?

                            REMER
             Of that I am certain. What I can't
             say is which side we're on. Get in.

      As Hagen does, Remer turns to his DRIVER.

                        REMER (CONT'D)
             Take us to the Reichministry. Be
             quick about it.                                            


140   INT. WAR MINISTRY - FROMM'S OFFICE - DAY                  140

      Stauffenberg, Beck and Olbricht lead a continued
      effort to manage the coup. Each man shouts orders
      into the phone, all the while signing dispatches sent
      by a steady flow of RUNNERS.                                      

      FRAULEIN VON OVEN (the secretary who worked with                  
      Stauffenberg and Tresckow to compile the Valkyrie
      orders) rushes in, whispering to Stauffenberg.                    

                        STAUFFENBERG                                    
             Send him in.
                        (Oven hesitates)
             It's all right. Send him in.

                                                100.



She opens the door and motions to someone outside.
After a beat, the door is filled with an almost
classic looking Nazi - A FAT GENERAL bristling with
medals. He enters the room, confused when he sees
Olbricht at Fromm's desk.

                   FAT GENERAL
       Begging your pardon, but I have
       orders to report to General Fromm.

                     OLBRICHT
       General Fromm is no longer in
       command. I am.

                    FAT GENERAL
       I...
                    (seeing Beck)
       Beck? What are you- What is going
       on here?

                   STAUFFENBERG
       The F�hrer is dead. The SS is
       staging a coup. We've initiated
       Operation Valkyrie to crush the
       uprising and save Hitler's Germany.

The Fat General assesses the scene with suspicion.

                   FAT GENERAL
       I'd say there is a coup all right,
       but it's not the SS.

Olbricht offers a sheet of paper.

                     OLBRICHT
       You will present these orders to
       your troops.

                   FAT GENERAL
       I will do no such thing without
       speaking to General Fromm. I swore
       an oath-

                   STAUFFENBERG                           
       You have your orders. Join us or                   
       face the consequences.

Stauffenberg and Olbricht take an imposing step in
the Fat General's direction. He carefully backs away.

                                                        101.



                          FAT GENERAL
             This is treason. I won't take part.
             The F�hrer is not dead. THE F�HRER
             IS NOT DEAD.

      The Fat General makes a break for it. The
      conspirators chase him out into...


141   INT. WAR MINISTRY - HALLWAY - CONTINUOUS                 141

      The Fat General pushes past ONLOOKING OFFICERS.

                           OLBRICHT
             STOP THAT MAN.

      But they just watch the commotion, stunned. A ranking
      general being chased like a common criminal. Surreal.

      Haeften and Mertz appear at the other end of the hall
      - pistols raised, blocking the General's path. With
      Stauffenberg and Olbricht they overpower the Fat
      General who screams wildly to the amazement of the
      gawking officers.

                         FAT GENERAL
             THE F�HRER IS NOT DEAD. I'VE SWORN
             AN OATH. YOU ALL HAVE...

      When they have him under control, Stauffenberg turns
      to the onlookers. He finds a familiar face in the
      crowd. A face he can trust. He finds:

                         STAUFFENBERG
             Lt. Herber. Come here.

      ANGLE ON: Lt. Herber. "Who, me?" He reluctantly steps
      forward.

                    STAUFFENBERG (CONT'D)
             Lock him up with Fromm.

      Herber hesitantly takes hold of the General, but the             
      act of taking a General into custody is a strange                
      one. Herber is clearly conflicted.                               


142   EXT. REICHMINISTRY - DAY                                 142

      Est. Remer arrives, followed by a wave of trucks.
      Soldiers deploy, surrounding the building.

                                                      102.




143   INT. REICHMINISTRY - GOEBBELS' OFFICE - DAY             143

      Propaganda Minister Goebbels - the most ghoulish of
      Hitler's Big Six. His spooky, deep-set eyes watch the
      action on the street below. Already he can hear
      troops coming down the hallway. He takes a pistol
      from his desk drawer and leaves it within reach. Then
      he picks up the phone and dials. After a beat.

                           GOEBBELS
             I am ready to be connected.

      The sound of footsteps outside his door. It bursts
      open. Remer enters, followed by ARMED SOLDIERS.

                      GOEBBELS (CONT'D)
             What can I do for you, Major?

                            REMER
             Minister Goebbels, my battalion has
             an order to blockade the government
             quarter and place you under arrest.

      Remer sees the pistol on Goebbels desk. But Goebbels
      makes no attempt to grab for it. Instead:

                           GOEBBELS
             Are you a dedicated Nazi, Major?

      Remer is caught off guard.

                             REMER
             Yes, sir.

      With that Goebbels turns his attention to the phone
      in his hand. We hear a faint voice: "Hello?"

      With an eerie smile, Goebbels simply extends his arm,
      offering the phone to a confused Remer. Silence as
      the Major takes it, holding it to his ear...

                         REMER (CONT'D)
             Hello?

                       VOICE (ON PHONE)
             Do you recognize my voice?

      Remer is in awe, for a moment unable to speak. Then:

                            REMER
             Of course, Mein F�hrer.

                                                      103.



                      HITLER (ON PHONE)
             Then listen to me very carefully...


144   INT. CENTRAL COMMUNICATIONS - BERLIN - DAY              144

      The communications staff busily connects calls and
      transmits orders. Sgt. Helm gingerly approaches Lt.
      Haans with two sheets of paper.

                            HAANS
             What is it now, Sergeant?

                             HELM
             It's just that now we're getting
             conflicting orders, sir. The Wolf's
             Lair says one thing, Stauffenberg
             another.

      Haans sighs, genuinely irritated now.

                            HAANS
             Our job is not to interpret the
             orders. Our job is to pass them
             along. Regardless.

                              HELM
             Yes, but sir-

                            HAANS
             Is that perfectly clear, Sergeant?

      Haans thrusts the orders back at Helm who sheepishly
      walks back to his pool of radio operators.


145   EXT. REICHMINISTRY - DUSK                               145

      As day turns to night, the soldiers surrounding the
      government quarters wait for further orders.

      Major Remer comes out a new man - invigorated and
      focused. He walks over to a truck loaded with RANKING
      PRISONERS, turning to the soldiers guarding them.

                             REMER
                         (re: prisoners)                              
             Release these men at once.                               

                            HAGEN
             But these men are part of a coup.                        

                                                      104.



                            REMER
             I've just been on the phone with
             Hitler himself. We are the coup,
             you idiot. We've been duped.


146   INT. WAR MINISTRY - FROMM'S QUARTERS - NIGHT            146

      Fromm is a prisoner in his own quarters - staring at
      a portrait of Hitler with equal parts disdain and
      reverence. The door suddenly opens.

      Herber enters, leading the handcuffed Fat General.
      Avoiding Fromm's gaze, he removes the restraints and
      turns to leave. But the wily Fromm can see the look
      in Herber's eyes.

                             FROMM
             Well, Lieutenant. What do you make
             of all of this?

      Herber freezes. Beat.

                            HERBER
             I... I don't know...                                     

                            FROMM
             I won't ask you to make a choice.
             That's for you and you alone. All I
             ask is that you observe and think
             for yourself. In time you'll see
             things for what they truly are. You
             know where to find me when you do.

      Herber nods hesitantly, then turns to leave, but:

                        FROMM (CONT'D)
             Lieutenant.
                     (as Herber turns back)
             Heil Hitler.

      Herber raises his right arm, just managing:

                              HERBER
             Heil Hitler.


147   INT. REICHMINISTRY - GOEBBELS' OFFICE - NIGHT           147

      Goebbels' office is now the scene of great activity.
      Soldiers rush in and out carrying orders. Goebbels is
      on two phones at the same time.

                                                      105.



      Through the melee comes none other than Heinrich
      Himmler - the bespectacled villain whose appearance
      is unmatched in fiction. His arrival cannot be good.

                           GOEBBELS
             Have you seen the F�hrer? Is he-

                           HIMMLER
             It seems the conference table
             shielded him from the blast. He's
             lucky to be alive.
                        (looking around)
             Do you want to tell me what's going
             on?

                           GOEBBELS
             Everything is under control. I've
             taken charge of the Guard Battalion
             and given them new orders. We're
             turning the tables on these
             cowards.

                           HIMMLER
             I've been sent here personally by
             the F�hrer to collect the
             conspirators. He insists they be
             taken alive.

      Goebbels and Himmler, two of the most evil men who
      ever lived, smile coldly. Being taken alive by this
      mob is obviously a fate worse than death.

      Goebbels turns to a nearby AIDE.

                           GOEBBELS
             Take this down. By order of Adolf
             Hitler...

      CLACK-CLACK-CLACK-CLACK-CLACK...


148   INT. CENTRAL COMMUNICATIONS - BERLIN - NIGHT           148

      Once again the operators are frozen, looking at Lt.
      Haans. He in turn looks at two orders in his hands.
      He is deeply confused. Sgt. Helm is not.

                             HELM
             It's a coup all right... And when
             it's over, we'd better wind up on
             the right side. Now we can't afford
             to remain neutral any longer. We
             have to make a decision.

                                                      106.



      CLOSE ON: Haans. All eyes watch him weigh the
      decision of his life, of many lives. Millions in
      fact. Finally he relents, handing one paper to Helm.

                            HAANS
             Very well. Send all communications
             from the Wolf's Lair. Stop all
             communications from Stauffenberg.

      The operators spring into action.

      CLACK-CLACK-CLACK-CLACK-CLACK...

                   RADIO ANNOUNCER (V.O.)
             Today an attempt was made on the
             F�hrer's life...


149   INT. WAR MINISTRY - FROMM'S OFFICE - NIGHT             149   

      Stauffenberg works frantically in a room full of
      officers - the energy here being the antithesis of
      Goebbels' office - the morale quickly waning.

      He ignores the radio, writing orders, making phone
      calls, fighting to keep the coup alive. But we know
      now his orders are hitting a dead end.

                       RADIO ANNOUNCER
             ...The F�hrer himself suffered no
             major injuries and resumed his work
             immediately...

      Stauffenberg turns off the radio, grabbing Haeften
      just as he is coming in.

                         STAUFFENBERG
             Send the following teleprint to all
             Army Commanders... `Broadcast
             communique not correct. The F�hrer
             is dead. Orders to be carried out
             with utmost dispatch.'

      Haeften nods and leaves. Stauffenberg turns back to
      his work, coming face to face with a deeply troubled
      Beck. Stauffenberg whispers, frustrated...                  

                    STAUFFENBERG (CONT'D)
             I saw the blast...                                   

                         VOICE (O.S.)
             What the hell kind of coup is this?

                                                   107.



All eyes turn to find Witzleben. Hours ago he was a
civilian, now he is a pompous, know-it-all General.

                     WITZLEBEN
       The military districts are
       receiving contradictory reports.
       I've got men sitting around joking
       about whose turn it is to arrest
       whom. Neither the capital nor the
       radio network are under our
       control. And where are the troops?
       You'd think there would be some
       activity going on in this city.
                  (to Stauffenberg)
       The word is all over the street
       that Hitler is still alive. We
       trusted you and you failed us. You                   
       should have stayed. To be sure.                      

                 OLBRICHT (O.S.)
       And who would have led the men here                  
       in Berlin? You?                                      

Finding his balls, Olbricht confronts Witzleben.

                OLBRICHT (CONT'D)
       The Colonel did more than any man                    
       could have hoped. If anyone is to                    
       blame it's-                                          

                   STAUFFENBERG                             
       Field Marshal Witzleben is right. I                  
       am the officer in charge. I am the                   
       man responsible. No one else.                        

Olbricht is moved and rightly so. Meanwhile:                

                    WITZLEBEN
       I'm going home to await my                           
       inevitable arrest.                                   

Witzleben turns, marching out. The room remains ill         
at ease, everyone having just witnessed a serious
blow to the Resistance. Those anonymous soldiers
present exchange glances of concern.                        

                    OLBRICHT                                
       I'm sorry, Colonel.                                  

After a beat, Olbricht turns and leaves.

CLOSE ON LIEUTENANT HERBER, tucked away in a corner
of the office.

                                                         108.


      He looks at Stauffenberg in a new light now,
      something darker - no longer the admirer. He shares a
      look with TWO OTHER OFFICERS. A wordless
      understanding. He leaves and they follow.


150   INT. WAR MINISTRY - HALLWAY - NIGHT                       150

      Herber and company march down the hallway in silence.
      They stop for Herber to unlock the door to...


151   INT. WAR MINISTRY - MUNITIONS STORAGE ROOM - NIGHT        151

      The officers file in, making a beeline for a locker
      in the corner of the room. Inside are all manner of
      sub-machine guns, pistols, grenades...

                            HERBER
             Arm yourselves.


152   EXT. WAR MINISTRY - NIGHT                                 152

      Under Remer's direction the Deutschland Guard
      Battalion quickly surrounds the War Ministry.

      We see a figure moving behind the windows up above...


153   INT. WAR MINISTRY - OLBRICHT'S OFFICE - NIGHT             153

      Olbricht helplessly watches troops surround the
      building below. It is only a matter of time now.

      He sits at his desk. With a long trembling sigh, he
      puts pen to paper and writes:

      "My dearest wife..."

      A commotion from the anteroom startles Olbricht and
      he drops the pen. A loud, shrill scream follows.

      The door bursts open to reveal Herber and his TWO
      COHORTS. They are supported by A HALF DOZEN ARMED
      SOLDIERS, all training their weapons on Olbricht.                 

      In the anteroom behind the soldiers we see Fraulein
      Oven quietly slipping out into the hallway.

                                                         109.




154   INT. WAR MINISTRY - FROMM'S OFFICE - NIGHT                154

      Beck, Stauffenberg and Haeften are still making calls
      and writing orders - doing all they can to keep the
      coup alive. They are startled when Fraulein Oven
      bursts in. It is written on her face.


155   INT. WAR MINISTRY - HALLWAY - NIGHT                       155

      Stauffenberg and Haeften rush toward Olbricht's
      office, stopping when they see a MASS OF SOLDIERS
      surrounding the doorway. A chill runs down our spines
      when we see Herber talking to none other than Major
      Remer. Just then, he spots Stauffenberg and Haeften.

                              REMER
             YOU THERE.

      Stauffenberg and Haeften turn and run.

                          REMER (CONT'D)
             HALT.

      BANG. A shot is fired. Stauffenberg and Haeften take
      cover in a nearby doorway. Haeften returns fire.
      Stauffenberg clamps his pistol under the stump of his
      right arm, managing to cock it with the three fingers
      of his left hand. Awkward. Then he aims and fires.                

      Stauffenberg takes a bullet in the shoulder of his
      good arm. He drops his gun, bleeding badly.                       

      But MORE SOLDIERS appear at the opposite end of the
      corridor. The loyal Haeften covers Stauffenberg with              
      his body, aiming to fire. But Stauffenberg stops him,             
      shaking his head. It's over. They toss down their                 
      guns. Boot-steps approach loudly O.S.                             

      As Stauffenberg looks down at the cross and ring                  
      around his neck:                                                  

                           HAEFTEN                                      
             Thank you, Colonel.                                        

      Stauffenberg is genuinely confused. "For what?"                   

                       HAEFTEN (CONT'D)                                 
             Better I die for Germany than for                          
             Hitler.                                                    

                                                         110.



                         VOICE (O.S.)
             Colonel Stauffenberg.

      Stauffenberg turns to find Remer standing there.                  

                            REMER
             You're under arrest.                                       


160   INT. WAR MINISTRY - FROMM'S OFFICE - LATER                160

      Stauffenberg, Olbricht, Beck, Mertz and Haeften, the
      last of the conspiracy, are held at gunpoint. A smug
      Fromm enters, followed by Herber, the Fat General,
      Remer and numerous GUN-TOTING OFFICERS.                           

                            FROMM                                       
             If you have any last messages,                             
             you'd better write them now.                               

                         STAUFFENBERG                                   
             My actions speak for me.                                   
                          (to his men)                                  
             I'd rather my wife and children                            
             remember our last time together.                           

      The others bravely nod in agreement. But then:                    

                             BECK
             I'd like a pistol, please.

      Stauffenberg looks at Beck with surprise.

                        BECK (CONT'D)
             For personal reasons.

      Fromm thinks about it, then matter-of-factly hands
      Beck a pistol. Remer quickly steps forward.

                            REMER
             General, my orders are to deliver
             the prisoners alive.

                             FROMM
             Noted, Major.
                            (to Beck)
             Get on with it then.

                             REMER
             But, sir-

                            FROMM
             THAT WILL BE ALL, MAJOR.

                                                  111.



Fromm glares at Remer who angrily backs down. Then he
turns to Beck and with a casual wave of the hand:

                    FROMM (CONT'D)
        Continue.

The moment is surreal. Beck, seated at the desk,
looks at each of his fellow conspirators. A look of
thanks, goodbye. With a badly trembling hand he
places the gun to his temple.

                        BECK
        I'm thinking of earlier times...

CLOSE ON: The conspirators turn away, unable to            
watch. Except Stauffenberg.                                

BANG.                                                      

And as if none of the last minute has even occurred,       
Fromm turns to the other conspirators.

                        FROMM                              
        Very well then... A court martial,
        convened by me in the F�hrer's
        absence, has pronounced sentence:
        Colonel Mertz von Quernheim,
        General Olbricht, Lieutenant
        Haeften...
               (glaring at Stauffenberg)
        And the Colonel, whose name I will
        not mention, are condemned to
        death.
                      (to his men)
        Take them outside.

Remer is clearly upset by this. Herber, on the other
hand, seems clearer than ever. He nods to his men who
drag the conspirators out. Herber personally takes
Stauffenberg by the arm. The two men share a look.
Nothing needs to be said. Each has found his place.

Stauffenberg turns to confront Fromm. He is weak,
white from fatigue and loss of blood.                      

                    STAUFFENBERG                           
        The F�hrer will want to put us on                  
        trial, make an example of us. This                 
        won't win you any favor. And it                    
        won't hide you're involvement.                     

                       FROMM                               
        Involvement. I don't know what you-                

                                                   112.



                   STAUFFENBERG                             
       You knew and you did nothing.                        
       You're just as guilty as we are.                     
       Even more so.                                        

                      FROMM                                 
       Spare me, Stauffenberg.                              

And those words bring a genuine smile to                    
Stauffenberg's face. He almost pities Fromm now.            

                   STAUFFENBERG                             
       No one will be spared.                               

And as Fromm motions for Herber to take Stauffenberg        
away, we hear music, faintly at first - accompanied         
by the subtle hiss and crackles of a phonograph... It       
is the piece Stauffenberg and Nina were dancing to          
one night long ago... Over this:                            

A voice. A man speaking in German - faint at first,         
crackling over the radio.                                   

                  HITLER (V.O.)                             
       My comrades. Once again - I don't                    
       know how many times it has been now                  
       - an attempt has been made on my                     
       life.                                                


INT./EXT. BERLIN - VARIOUS - NIGHT                          

A series of images of the coup being reversed as the        
Nazis take back power, made all the more poignant by        
the lonely sound of the phonograph, the music slowly        
rising, growing clearer and eventually becoming score       
over the silent images of:                                  

Conspirators being rounded up and arrested. Among           
them are faces we recognize...                              

Goerdeler, dragged from a hotel bed by SS OFFICERS as       
his informing INNKEEPER watches from the doorway.           

TITLES: DR. CARL GOERDELER - TRIED, 7 SEPTEMBER             
1944. HANGED, 2 FEBRUARY 1945.                              

Witzleben is led in handcuffs from his home where he        
has been awaiting his fate.                                 

TITLES: ERWIN VON WITZLEBEN - TRIED, 8 AUGUST 1944.         
HANGED, 8 AUGUST 1944.                                      

                                                         113.




161   EXT. WAR MINISTRY - NIGHT                                 161   

      Military vehicles are hastily arranged in a semi-              
      circle - headlamps marking the scene in stark white
      light and long black shadows.

      Stauffenberg, Haeften, Olbricht and Mertz are marched          
      into the courtyard, squinting in the harsh light as            
      they are placed against the wall of the War Ministry.          

                        HITLER (V.O.)                                
             I speak to you tonight for two                          
             reasons. First, so that you can                         
             hear my voice and know that I am                        
             unhurt. And second, so that you may                     
             know the details of a crime without                     
             parallel in German history...                           


      INT./EXT. BERLIN - VARIOUS - NIGHT                             

      Fellgiebel is swarmed by SS in his office at the               
      Wolf's Lair and summarily beaten.                              

      TITLES: GENERAL ERICH FELLGIEBEL - TRIED, 10 AUGUST            
      1944. HANGED, 4 SEPTEMBER 1944.                                

      Chief of Police Helldorf is caught by surprise as his          
      own men burst into his office, rifles raised.                  

      TITLES: CHIEF OF POLICE WOLF-HEINRICH VON HELLDORF -           
      TRIED, 15 AUGUST 1944. HANGED, 15 AUGUST 1944.                 


      EXT. WAR MINISTRY - NIGHT                                      

      TEN SOLDIERS of the Deutschland Guard Battalion                
      scramble to form a line opposite Stauffenberg and his          
      conspirators. We can clearly read Fromm's lips,                
      shouting: "MAKE READY..."                                      

      Stauffenberg and Haeften share a reassuring smile.             

      Remer watches bitterly from the shadows, focusing his
      hatred not on the conspirators... but on Fromm.                


      INT./EXT. BERLIN - VARIOUS - NIGHT                             

      Berthold, Stauffenberg's brother, is taken from his            
      flat in Berlin.                                                

                                                         114.



      TITLES: BERTHOLD VON STAUFFENBERG - TRIED, 10 AUGUST              
      1944. HANGED, 10 AUGUST 1944.                                     


      EXT. WAR MINISTRY - NIGHT                                         

      Fromm smiles to himself, satisfied.                               

                         HITLER (V.O.)                                  
              A small clique of ambitious,                              
              dishonorable, stupid officers have                        
              conspired to eliminate me. Except                         
              for a few bruises and burns, I was                        
              completely untouched.                                     

      Fromm raises his arm, his lips reading: "TAKE AIM..."             

      TITLES: GENERAL FRIEDRICH FROMM - TRIED, 7 MARCH
      1945. EXECUTED, 12 MARCH 1945.

      Stauffenberg takes a breath and shouts defiantly, his             
      lips reading: "Long live sacred German-"                          

      Fromm drops his hand. Ten rifles open fire.                       

      CRANE UP and away as the music swells, as what is                 
      left of Berlin comes into view, as the few lights                 
      that remain suddenly go out as if a dark shadow were              
      passing over the land.                                            

                     HITLER (V.O.) (CONT'D)                             
              I see in this the hand of                                 
              Providence... directing me to                             
              complete my work.                                         

      And the last strains   of music resolve in a single,              
      sustained note as we   CRANE UP FURTHER, looking at               
      last to the overcast   darkness of the night sky. The             
      last note goes on as   if it might play forever...                

      Until suddenly it dips and we realize we are no                   
      longer hearing music at all, but the urgent wailing               
      of an air-raid siren - the warning of allied bombers              
      coming to deliver their nightly assault on Berlin.                

      Hitler's gift to Germany.                                         


162   BLACK                                                     162