IN BLACK AND WHITE: TRAIN WHEELS grinding against track, slowing. FOLDING TABLE LEGS scissoring open. The LEVER of a train door being pulled. NAMES on lists on clipboards held by clerks moving alongside the tracks. CLERKS (V.O.) ...Rossen... Lieberman... Wachsberg... BEWILDERED RURAL FACES coming down off the passenger train. FORMS being set out on the folding tables. HANDS straightening pens and pencils and ink pads and stamps. CLERKS (V.O.) ...When your name is called go over there... take this over to that table... TYPEWRITER KEYS rapping a name onto a list. A FACE. KEYS typing another name. Another FACE. CLERKS (V.O.) ...you’re in the wrong line, wait over there... you, come over here... A MAN is taken from one long line and led to the back of another. A HAND hammers a rubber stamp at a form. Tight on a FACE. KEYS type another NAME. Another FACE. Another NAME. CLERKS (V.O.) ...Biberman... Steinberg... Chilowitz... As a hand comes down stamping a GRAY STRIPE across a registration card, there is absolute silence... then MUSIC, the Hungarian love song, "Gloomy Sunday," distant... and the stripe bleeds into COLOR, into BRIGHT YELLOW INK. INT. HOTEL ROOM - CRACOW, POLAND - NIGHT The song plays from a radio on a rust-stained sink. The light in the room is dismal, the furniture cheap. The curtains are faded, the wallpaper peeling... but the clothes laid out across the single bed are beautiful. The hands of a man button the shirt, belt the slacks. He slips into the double-breasted jacket, knots the silk tie, folds a handkerchief and tucks it into the jacket pocket, all with great deliberation. A bureau. Some currency, cigarettes, liquor, passport. And an elaborate gold-on-black enamel Hakenkreuz (or swastika) which the gentleman pins to the lapel of his elegant dinner jacket. He steps back to consider his reflection in the mirror. He likes what he sees: Oskar Schindler -- salesman from Zwittau -- looking almost reputable in his one nice suit. Even in this awful room. INT. NIGHTCLUB - CRACOW, POLAND - NIGHT A spotlight slicing across a crowded smoke-choked club to a small stage where a cabaret performer sings. It’s September, 1939. General Sigmund List's armored divisions, driving north from the Sudetenland, have taken Cracow, and now, in this club, drinking, socializing, conducting business, is a strange clientele: SS officers and Polish cops, gangsters and girls and entrepreneurs, thrown together by the circumstance of war. Oskar Schindler, drinking alone, slowly scans the room, the faces, stripping away all that’s unimportant to him, settling only on details that are: the rank of this man, the higher rank of that one, money being slipped into a hand. WAITER SETS DOWN DRINKS in front of the SS officer who took the money. A lieutenant, he’s at a table with his girlfriend and a lower-ranking officer. WAITER From the gentleman. The waiter is gesturing to a table across the room where Schindler, seemingly unaware of the SS men, drinks with the best-looking woman in the place. LIEUTENANT Do I know him? His sergeant doesn’t. His girlfriend doesn't. LIEUTENANT Find out who he is. The sergeant makes his way over to Schindler's table. There's a handshake and introductions before -- and the lieutenant, watching, can't believe it -- his guy accepts the chair Schindler's dragging over. The lieutenant waits, but his man doesn't come back; he's forgotten already he went there for a reason. Finally, and it irritates the SS man, he has to get up and go over there. LIEUTENANT Stay here. His girlfriend watches him cross toward Schindler's table. Before he even arrives, Schindler is up and berating him for leaving his date way over there across the room, waving at the girl to come join them, motioning to waiter to slide some tables together. WAITERS ARRIVE WITH PLATES OF CAVIAR and another round of drinks. The lieutenant makes a halfhearted move for his wallet. LIEUTENANT Let me get this one. SCHINDLER No, put it away, put it away. Schindler's already got his money out. Even as he's paying, his eyes are working the room, settling on a table where a girl is declining the advances of two more high-ranking SS men. A TABLECLOTH BILLOWS as a waiter lays it down on another table that's been added to the others. Schindler seats the SS officers on either side of his own "date" -- SCHINDLER What are you drinking, gin? He motions to a waiter to refill the men's drinks, and, returning to the head of the table(s), sweeps the room again with his eyes. ROAR OF LAUGHTER erupts from Schindler's party in the corner. Nobody's having a better time than those people over there. His guests have swelled to ten or twelve -- SS men, Polish cops, girls -- and he moves among them like the great entertainer he is, making sure everybody's got enough to eat and drink. Here, closer, at this table across the room, an SS officer gestures to one of the SS men who an hour ago couldn't get the girl to sit at his table. The guy comes over. SS OFFICER 1 Who is that? SS OFFICER 2 (like everyone knows) That's Oskar Schindler. He's an old friend of... I don't know, somebody's. GIRL WITH A BIG CAMERA screws in a flashbulb. She lifts the unwieldy thing to her face and focuses. As the bulb flashes, the noise of the club suddenly drops out, and the moment is caught in BLACK and WHITE: Oskar Schindler, surrounded by his many new friends, smiling urbanely. EXT. SQUARE - CRACOW - DAY A photograph of a face on a work card, BLACK and WHITE. A typed name, black and white. A hand affixes a sticker to the card and it saturates with COLOR, DEEP BLUE. People in long lines, waiting. Others near idling trucks, waiting. Others against sides of buildings, waiting. Clerks with clipboards move through the crowds, calling out names. CLERKS Groder... Gemeinerowa... Libeskind... INT. APARTMENT BUILDING - CRACOW - DAY The party pin in his lapel catches the light in the hallway. SCHINDLER Stern? Behind Schindler, the door to another apartment closes softly. A radio, somewhere, is suddenly silenced. SCHINDLER Are you Itzhak Stern? At the door of this apartment, a man with the face and manner of a Talmudic scholar, finally nods in resignation, like his number has just come up. STERN I am. Schindler offers a hand. Confused, Stern tentatively reaches for it, and finds his own grasped firmly. INT. STERN'S APARTMENT - DAY Settled into an overstuffed chair in a simple apartment, Schindler pours a shot of cognac from a flask. SCHINDLER There's a company you did the books for on Lipowa Street, made what, pots and pans? Stern stares at the cognac Schindler's offering him. He doesn't know who this man is, or what he wants. STERN (pause) By law, I have to tell you, sir, I'm a Jew. Schindler looks puzzled, then shrugs, dismissing it. SCHINDLER All right, you've done it -- good company, you think? He keeps holding out the drink. Stern declines it with a slow shake of his head. STERN It did all right. Schindler nods, takes out a cigarette case. SCHINDLER I don't know anything about enamelware, do you? He offers Stern a cigarette. Stern declines again. STERN I was just the accountant. SCHINDLER Simple engineering, though, wouldn't you think? Change the machines around, whatever you do, you could make other things, couldn't you? Schindler lowers his voice as if there could possibly be someone else listening in somewhere. SCHINDLER Field kits, mess kits... He waits for a reaction, and misinterprets Stern's silence for a lack of understanding. SCHINDLER Army contracts. But Stern does understand. He understands too well. Schindler grins good-naturedly. SCHINDLER Once the war ends, forget it, but for now it's great, you could make a fortune. Don't you think? STERN (with an edge) I think most people right now have other priorities. Schindler tries for a moment to imagine what they could possibly be. He can't. SCHINDLER Like what? Stern smiles despite himself. The man's manner is so simple, so in contrast to his own and the complexities of being a Jew in occupied Cracow in 1939. He really doesn't know. Stern decides to end the conversation. STERN Get the contracts and I'm sure you'll do very well. In fact the worse things get the better you'll do. It was a "pleasure." SCHINDLER The contracts? That's the easy part. Finding the money to buy the company, that's hard. He laughs loudly, uproariously. But then, just as abruptly as the laugh erupted, he's dead serious, all kidding aside -- SCHINDLER You know anybody? Stern stares at him curiously, sitting there taking another sip of his cognac, placid as a large dog. SCHINDLER Jews, yeah. Investors. STERN (pause) Jews can no longer own businesses, sir, that's why this one's for sale. SCHINDLER Well, they wouldn't own it, I'd own it. I'd pay them back in product. They can trade it on the black market, do whatever they want, everybody's happy. He shrugs; it sounds more than fair to him. But not to Stern. STERN Pots and pans. SCHINDLER (nodding) Something they can hold in their hands. Stern studies him. This man is nothing more than a salesman with a salesman's pitch; just dressed better than most. STERN I don't know anybody who'd be interested in that. SCHINDLER (a slow knowing nod) They should be. Silence. EXT. CRACOW - NIGHT A mason trowels mortar onto a brick. As he taps it into a place and scrapes off the excess cement, the image DRAINS OF COLOR. Under lights, a crew of brick-layers is erecting a ten-foot wall where a street once ran unimpeded. EXT. STREET - CRACOW - DAY A young man emerges from an alley pocketing his Jewish armband. He crosses a street past German soldiers and trucks and climbs the steps of St. Mary's cathedral. INT. ST. MARY'S CATHEDRAL - DAY A dark and cavernous place. A priest performing Mass to scattered parishioners. Lots of empty pews. The young Polish Jew from the street, Poldek Pfefferberg, kneels, crosses himself, and slides in next to another young man, Goldberg, going over notes scribbled on a little pad inside a missal. Pfefferberg shows him a container of shoe polish he takes from his pocket. Whispered, bored -- GOLDBERG What's that? PFEFFERBERG You don't recognize it? Maybe that's because it's not what I asked for. GOLDBERG You asked for shoe polish. PFEFFERBERG My buyers sold it to a guy who sold it to the Army. But by the time it got there -- because of the cold -- it broke, the whole truckload. GOLDBERG (pause) So I'm responsible for the weather? PFEFFERBERG I asked for metal, you gave me glass. GOLDBERG This is not my problem. PFEFFERBERG Look it up. Goldberg doesn't bother; he pockets his little notepad and intones a response to the priest's prayer, all but ignoring Pfefferberg. PFEFFERBERG This is not your problem? Everybody wants to know who I got it from, and I'm going to tell them. Goldberg glances to Pfefferberg for the first time, and, greatly put upon, takes out his little notepad again and makes a notation in it. GOLDBERG Metal. He flips the pad closed, pockets it, crosses himself as he gets up, and leaves. INT. HOTEL - DAY Pfefferberg at the front desk of a sleepy hotel with another black market middleman, the desk clerk. Both are wearing their armbands. Pfefferberg underlines figures on a little notepad of his own -- PFEFFERBERG Let's say this is what you give me. These are fees I have to pay some guys. This is my commission. This is what I bring you back in Occupation currency. The clerk, satisfied with the figures, is about to hand over to Pfefferberg some outlawed Polish notes from an envelope when Schindler comes in from the street. The clerk puts the money away, gets Schindler his room key, waits for him to leave so he can finish his business with Pfefferberg... but Schindler doesn't leave; he just keeps looking over at Pfefferberg's shirt, at the cuffs, the collar. PFEFFERBERG That's a nice shirt. Pfefferberg nods, Yeah, thanks, and waits for Schindler to leave; but he doesn't. Nor does he appear to hear the short burst of muffled gunfire that erupts from somewhere up the street. SCHINDLER You don't know where I could find a shirt like that. Pfefferberg knows he should say 'no,' let that be the end of it. It's not wise doing business with a German who could have you arrested for no reason whatsoever. But there's something guileless about it. PFEFFERBERG Like this? SCHINDLER (nodding) There's nothing in the stores. The clerk tries to discourage Pfefferberg from pursuing this transaction with just a look. Pfefferberg ignores it. PFEFFERBERG You have any idea what a shirt like this costs? SCHINDLER Nice things cost money. The clerk tries to tell Pfefferberg again with a look that this isn't smart. PFEFFERBERG How many? SCHINDLER I don't know, ten or twelve. That's a good color. Dark blues, grays. Schindler takes out his money and begins peeling off bills, waiting for Pfefferberg to nod when it's enough. He's being overcharged, and he knows it, but Pfefferberg keeps pushing it, more. The look Schindler gives him lets him know that he's trying to hustle a hustler, but that, in this instance at least, he'll let it go. He hands over the money and Pfefferberg hands over his notepad. PFEFFERBERG Write down your measurements. As he writes down the information, Pfefferberg glances to the desk clerk and offers a shrug. As he writes -- SCHINDLER I'm going to need some other things. As things come up. EXT. GARDEN - SCHERNER'S RESIDENCE - CRACOW - DAY As Oberfuhrer Scherner and his daughter, in a wedding gown, dance to the music of a quartet on a bandstand, the reception guests drink and eat at tables set up on an expansive lawn. CZURDA The SS doesn't own the trains, somebody's got to pay. Whether it's a passenger car or a livestock car, it doesn't matter -- which, by the way, you have to see. You have to set aside an afternoon, go down to the station and see this. Other SS and Army officers share the table with Czurda. Schindler, too, nice blue shirt, jacket, only he doesn't seem to be paying attention; rather his attention and affections are directed to the blonde next to him, Ingrid. CZURDA So you got thousands of fares that have to be paid. Since it's the SS that's reserved the trains, logically they should pay. But this is a lot of money. (pause) The Jews. They're the ones riding the trains, they should pay. So you got Jews paying their own fares to ride on cattle cars to God knows where. They pay the SS full fare, the SS turns around, pays the railroad a reduced excursion fare, and pockets the difference. He shrugs, There you have it. Brilliant. He glances off, sees something odd across the yard. Two horses, saddled-up, being led into the garden by a stable boy. SCHINDLER (to Ingrid) Excuse me. Schindler gets up from the table. Scherner, his wife and daughter and son-in-law stare at the horses; they're beautiful. Schindler appears, takes the reins from the stable boy, hands one set to the bride and the other to the groom. SCHINDLER There's nothing more sacred than marriage. No happier an occasion than one's wedding day. I wish you all the best. Scherner hails a photographer. As the guy comes over with his camera, so does just about everybody else. Scherner insists Schindler pose with the astonished bride and groom. Big smiles. Flash. INT. STOREFRONT - CRACOW - DAY A neighborhood place. Bread, pastries, couple of tables. At one sits owner and a well-dressed man in his seventies, Max Redlicht. OWNER I go to the bank, I go in, they tell me my account's been placed in Trust. In Trust? What are they talking about, whose Trust? The Germans'. I look around. Now I see that everybody's arguing, they can't get to their money either. MAX REDLICHT This is true? OWNER I'll take you there. Max looks at the man not without sympathy. He's never heard of such a thing. It's really a bad deal. But then -- MAX REDLICHT Let me understand. The Nazis have taken your money. So because they've done this to you, you expect me to go unpaid. That's what you're saying. The owner of the place just stares at Redlicht. MAX REDLICHT That makes sense to you? The man doesn't answer. He watches Max get up and cross to the front door where he says something to two of his guys and leaves. The guys come in and start carting out anything of any value: cash register, a chair, a loaf of bread... EXT. CRACOW STREET - DAY Max strolls along the sidewalk, browsing in store windows. People inside and out nod hello, but they despise him, they fear him. Just as he's passing a synagogue, some men in long overcoats cross the street. Einsatzgruppen, they are an elite and wild bunch, one of six Special Chivalrous Duty squads assigned to Cracow. INT. STARAR BOZNICA SYNAGOGUE - SAME TIME - DAY The Sabbath prayers of a congregation of Orthodox Jews are interrupted by a commotion at the rear of the ancient temple. Several non-Orthodox Jews from the street, including Max Redlicht, are being herded inside by the Einsatz Boys. They're made to stand before the Ark in two lines: Orthodox and non. One of the Einsatzgruppen squad removes the parchment Torah scroll while another calmly addresses the assembly: EINSATZ NCO I want you to spit on it. I want you to walk past, spit on it, and stand over there. No one does anything for a moment. The liberals from the street seem to say with their eyes, Come on, we're all too sophisticated for this; the others, with the beards and sidelocks, silently check with their rabbi. One by one then they file past and spit on the scroll. The last two, the rabbi and Max Redlicht hesitate. They exchange a glance. The rabbi finally does it; the gangster doesn't. After a long tense silence. MAX REDLICHT I haven't been to temple must be fifty years. (to the rabbi) Nor have I been invited. The Einsatz NCO glances from Max to the rabbi and smiles to himself. This is unexpected, this rift. MAX REDLICHT (to the rabbi) You don't approve of the way I make my living? I'm a bad man, I do bad things? Max admits it with a shrug. MAX REDLICHT I've done some things... but I won't do this. Silence. The Einsatz NCO glances away to the others, amused. EINSATZ NCO What does this mean? Of all of you, there's only one who has the guts to say no? One? And he doesn't even believe? (no one, of course answer him) I come in here, I ask you to do something no one should ever ask. And you do it? (pause) What won't you do? Nobody answers. He turns to Max. EINSATZ NCO You, sir, I respect. He pulls out a revolver and shoots the old gangster in the head. He's dead before he hits the floor. EINSATZ NCO The rest of you... ...are beneath his contempt. He turns and walks away. The other Einsatz Boys pull rifles and revolvers from their coats and open fire. EXT. CRACOW - DAY In BLACK AND WHITE and absolute silence, a suitcase thrown from a second story window arcs slowly through the air. As it hits the pavement, spilling open -- SOUND ON -- and, returning to COLOR -- Thousands of families pushing barrows through the streets of Kazimierz, dragging mattresses over the bridge at Podgorze, carrying kettles and fur coats and children on a mass forced exodus into the ghetto. Crowds of Poles line the sidewalks like spectators on a parade route. Some wave. Some take it more soberly, as if sensing they may be next. POLISH GIRL Goodbye, Jews. EXT. GHETTO GATE - DAY The little folding tables have been dragged out and set up again, and at them sit the clerks. Goldberg, of all people, has somehow managed to elevate himself to a station of some authority. Armed with something more frightening than a gun -- a clipboard -- he abets the Gestapo in their task of deciding who passes through the ghetto gate and who detours to the train station. PFEFFERBERG What's this? Pfefferberg, with his wife Mila, at the head of a line that seems to stretch back forever, flicks at Goldberg's OD armband with disgust. GOLDBERG Ghetto Police. I'm a policeman now, can you believe it? PFEFFERBERG Yeah, I can. They consider each other for a long moment before Pfefferberg leads his wife past Goldberg and into the ghetto. INT. APARTMENT BUILDING, GHETTO - NIGHT Dismayed by each others' close proximity, Orthodox and liberal Jews wait to use the floor's single bathroom. INT. GHETTO APARTMENT - NIGHT From the next apartment comes the liturgical solo of a cantor. In this apartment, looking like they can't bear much more of it, sit some non-Orthodox businessmen, Stern and Schindler. SCHINDLER For each thousand you invest, you take from the loading dock five hundred kilos of product a month -- to begin in July and to continue for one year -- after which time, we're even. (he shrugs) That's it. He lets them think about it, pours a shot of cognac from his flask, offers it to Stern, who brought this group together and now sits at Schindler's side. The accountant declines. INVESTOR 1 Not good enough. SCHINDLER Not good enough? Look where you're living. Look where you've been put. "Not good enough." (he almost laughs at the squalor) A couple of months ago, you'd be right. Not anymore. INVESTOR 1 Money's still money. SCHINDLER No, it isn't, that's why we're here. Schindler lights a cigarette and waits for their answer. It doesn't come. Just a silence. Which irritates him. SCHINDLER Did I call this meeting? You told Mr. Stern you wanted to speak to me. I'm here. Now you want to negotiate? The offer's withdrawn. He caps his flask, pockets it, reaches for his top coat. INVESTOR 2 How do we know you'll do what you say? SCHINDLER Because I said I would. What do you want, a contract? To be filed where? (he slips into his coat) I said what I'll do, that's our contract. The investors study him. This is not a manageable German. Whether he's honest or not is impossible to say. Their glances to Stern don't help them; he doesn't know either. The silence in the room is filled by the muffled singing next door. One of the men eventually nods, He's in. Then another. And another. INT. FACTORY FLOOR - DAY A red power button is pushed, starting the motor of a huge metal press. The machine whirs, louder, louder. INT. UPSTAIRS OFFICE - SAME TIME - DAY Schindler, at a wall of a windows, is peering down at the lone technician making adjustments to the machine. STERN The standard SS rate for Jewish skilled labor is seven Marks a day, five for unskilled and women. This is what you pay the Economic Office, the laborers themselves receive nothing. Poles you pay wages. Generally, they get a little more. Are you listening? Schindler turns from the wall of glass to face his new accountant. SCHINDLER What was that about the SS, the rate, the... ? STERN The Jewish worker's salary, you pay it directly to the SS, not to the worker. He gets nothing. SCHINDLER But it's less. It's less than what I would pay a Pole. That's the point I'm trying to make. Poles cost more. Stern hesitates, then nods. The look on Schindler's face says, Well, what's to debate, the answer's clear to any fool. SCHINDLER Why should I hire Poles? INT. FACTORY FLOOR - DAY Another machine starting up, growling louder, louder -- EXT. PEACE SQUARE, THE GHETTO - DAY To a yellow identity card with a sepia photograph a German clerk attaches a blue sticker, the holy Blauschein, proof that the carrier is an essential worker. At other folding tables other clerks pass summary judgment on hundreds of ghetto dwellers standing in long lines. TEACHER I'm a teacher. The man tries to hand over documentation supporting the claim along with his Kennkarte to a German clerk. CLERK Not essential work, stand over there. Over there, other "non-essential people" are climbing onto trucks bound for unknown destinations. The teacher reluctantly relinquishes his place in line. EXT. PEACE SQUARE - LATER - DAY The teacher at the head of the line again, but this time with Stern at his side. TEACHER I'm a metal polisher. He hands over a piece of paper. The clerk takes a look, is satisfied with it, brushes glue on the back of a Blauschein and sticks it to the man's work card. CLERK Good. The world's gone mad. INT. FACTORY FLOOR - DAY Another machine starting up, a lathe. A technician points things out to the teacher and some others recruited by Stern. The motor grinds louder, louder. INT. APARTMENT - DAY Schindler wanders around a large empty apartment. There's lots of light, glass bricks, modern lines, windows looking out on a park. INT. THE APARTMENT - NIGHT The same place full of furniture and people. Lots of SS in uniform. Wine. Girls. Schindler, drinking with Oberfuhrer Scherner, keeps glancing across the room to a particularly good-looking Polish girl with another guy in uniform. SCHERNER I'd never ask you for money, you know that. I don't even like talking about it -- money, favors -- I find it very awkward, it makes me very uncomfortable -- SCHINDLER No, look. It's the others. They're the ones causing these delays. SCHERNER What others? SCHINDLER Whoever. They're the ones. They'd appreciate some kind of gesture from me. Scherner thinks he understands what Schindler's saying. Just in case he doesn't -- SCHINDLER I should send it to you, though, don't you think? You can forward it on? I'd be grateful. Scherner nods. Yes, they understand each other. SCHERNER That'd be fine. SCHINDLER Done. Let's not talk about it anymore, let's have a good time. INT. SS OFFICE - DAY Scherner at his desk initialing several Armaments contracts. The letters D.E.F. appear on all of them. EXT. FACTORY - DAY Men and pulleys hoist a big "F" up the side of the building. Down below, Schindler watches as the letter is set into place -- D.E.F. INT. FACTORY OFFICES - DAY The good-looking Polish girl from the party, Klonowska, is shown to her desk by Stern. It's right outside Schindler's office. This girl has never typed in her life. INT. FACTORY FLOOR - DAY Flames ignite with a whoosh in one of the huge furnaces. The needle on a gauge slowly climbs. EXT. CRACOW - DAY A garage door slides open revealing a gleaming black Mercedes. Schindler steps past Pfefferberg and, moving around the car, carefully touches its smooth lines. INT. FACTORY - DAY Another machine starts up. Another. Another. EXT. PEACE SQUARE - DAY Stern with a woman at the head of a line. The clerk affixes the all-important blue sticker to her work card. INT. FACTORY DAY - DAY Three hundred Jewish laborers, men and women, work at the long tables, at the presses, the latches, the furnaces, turning out field kitchenware and mess kits. Few glance up from their work at Schindler, the big gold party pin stuck into his lapel, as he moves through the place, his place, his factory, in full operation. He climbs the stairs to the offices where several secretaries process Armaments orders. He gestures to Stern, at a desk covered with ledgers, to join him in his office. INT. SCHINDLER'S OFFICE - CONTINUOUS - DAY The accountant follows Schindler into the office. SCHINDLER Sit down. Schindler goes to the wall of windows, his favorite place in the world, and looks down at all the activity below. He pours two drinks from a decanter and, turning back, holds one out to Stern. Stern, of course, declines. Schinder groans. SCHINDLER Oh, come on. He comes over and puts the drink in Stern's hand, moves behind his desk and sits. SCHINDLER My father was fond of saying you need three things in life. A good doctor, a forgiving priest and a clever accountant. The first two... He dismisses them with a shrug; he's never had much use for either. But the third -- he raises his glass to the accountant. Stern's glass stays in his lap. SCHINDLER (long sufferingly) Just pretend for Christ's sake. Stern slowly raises his glass. SCHINDLER Thank you. Schindler drinks; Stern doesn't. INT. SCHINDLER'S APARTMENT - MORNING Klonowska, wearing a man's silk robe, traipses past the remains of a party to the front door. Opening it reveals a nice looking, nicely dressed woman. KLONOWSKA Yes? A series of realizations is made by each of them, quickly, silently, ending up with Klonowska looking ill. SCHINDLER (O.S.) Who is it? INT. SCHINDLER'S APARTMENT - MORNING Schindler sets a cup of coffee down in front of his wife. Behind him, through a doorway, Klonowska can be seen hurriedly gathering her things. SCHINDLER She's so embarrassed -- look at her -- Emilie begrudges him a glance to the bedroom, catching the girl just as she looks up -- embarrassed. SCHINDLER You know what, you'd like her. EMILIE Oskar, please -- SCHINDLER What -- EMILIE I don't have to like her just because you do. It doesn't work that way. SCHINDLER You would, though. That's what I'm saying. His face is complete innocence. It's the first thing she fell in love with; and perhaps the thing that keeps her from killing him now. Klonowska emerges from the bedroom thoroughly self-conscious. KLONOWSKA Goodbye. It was a pleasure meeting you. She shakes Emilie's limp hand. Schindler sees her to the door, lets her out and returns to the table, smiling to himself. Emilie's glancing around at the place. EMILIE You've done well here. He nods; he's proud of it. He studies her. SCHINDLER You look great. EXT. SCHINDLER'S APARTMENT BUILDING - NIGHT They emerge from the building in formal clothes, both of them looking great. It's wet and slick; the doorman offers Emilie his arm. DOORMAN Careful of the pavement -- SCHINDLER -- Mrs. Schindler. The doorman shoots a glance to Schindler that asks, clearly, Really? Schindler opens the passenger door of the Mercedes for his wife, and the doorman helps her in. INT. RESTAURANT - NIGHT A nice place. "No Jews or Dogs Allowed." The maitre 'd welcomes the couple warmly, shakes Schindler's hand. Nodding to his date -- SCHINDLER Mrs. Schindler. The maitre 'd tries to bury his surprise. He's almost successful. INT. RESTAURANT - LATER - NIGHT No fewer than four waiters attend them -- refilling a glass, sliding pastries onto china, lighting Schindler's cigarette, raking crumbs from the table with little combs. EMILIE It's not a charade, all this? SCHINDLER A charade? How could it be a charade? She doesn't know, but she does know him. And all these signs of apparent success just don't fit his profile. Schindler lets her in on a discovery. SCHINDLER There's no way I could have known this before, but there was always something missing. In every business I tried, I see now it wasn't me that was failing, it was this thing, this missing thing. Even if I'd known what it was, there's nothing I could have done about it, because you can't create this sort of thing. And it makes all the difference in the world between success and failure. He waits for her to guess what the thing is. His looks says, It's so simple, how can you not know? EMILIE Luck. SCHINDLER War. INT. NIGHTCLUB - NIGHT "Gloomy Sunday" from a combo on a stage. Schindler and Emilie dancing. Pressed against her -- both have had a few -- he can feel her laugh to herself. SCHINDLER What? EMILIE I feel like an old-fashioned couple. It feels good. He smiles, even as his eyes roam the room and find and meet the eyes of a German girl dancing with another man. INT. SCHINDLER'S APARTMENT - LATER - NIGHT Schindler and Emilie lounging in bed, champagne bottle on the nightstand. Long silence before -- EMILIE Should I stay? SCHINDLER (pause) It's a beautiful city. That's not the answer she's looking for and he knows it. EMILIE Should I stay? SCHINDLER (pause) It's up to you. That's not it either. EMILIE No, it's up to you. Schindler stares out at the lights of the city. They look like jewels. EMILIE Promise me no doorman or maitre 'd will presume I am anyone other than Mrs. Schindler... and I'll stay. He promises her nothing. EXT. TRAIN STATION - DAY Emilie waves goodbye to him from a first-class compartment window. Down on the platform, he waves goodbye to her. as the train pulls away, he turns away, and the platform of the next track is revealed -- soldiers and clerks supervising the boarding of hundreds of people onto another train -- the image turning BLACK AND WHITE. CLERKS Your luggage will follow you. Make sure it's clearly labeled. Leave your luggage on the platform. EXT. D.E.F. LOADING DOCK - DAY As workers load crates of enamelware onto trucks -- back to COLOR -- Stern and Schindler and the dock foreman confer over an invoice. More to Stern -- FOREMAN Every other time it's been all right. This time when I weigh the truck, I see he's heavy, he's loaded too much. I point this out to him, I tell him to wait, he tells me he's got a new arrangement with Mr. Schindler -- (to Schindler) -- that you know all about it and it's okay with you. SCHINDLER It's "okay" with me? On the surface, Schindler remains calm; underneath, he's livid. Clearly it's not "okay" with him. STERN How heavy was he? FOREMAN Not that much, just too much for it to be a mistake -- 200 kilos. Stern and Schindler exchange a glance. Then -- SCHINDLER (pause) You're sure. The foreman nods. INT. GHETTO STOREFRONT - DAY Pfefferberg and Schindler bang in through the front door, startling a woman at a desk. WOMAN AT DESK Can I help you? They move past her without a word and into the back of the place, into a storeroom. They stride past long racks full of enamelware and other goods. A man glances up, sees them coming. He's one of Schindler's investors, the one who questioned the German's word. The man's teenage sons rush to their father's defense, but Pfefferberg grabs him and locks an arm tightly around his neck. Silence. Then, calmly -- SCHINDLER If you or anyone acting as an agent for you comes to my factory again, I'll have you arrested. INVESTOR It was a mistake. SCHINDLER It was a mistake? What was a mistake? How do you know what I'm talking about? INVESTOR All right, it wasn't a mistake, but it was one time. SCHINDLER We had a deal, you broke it. One phone call and your whole family is dead. He turns and walks away. Pfefferberg lets the guy go and follows. The investor's sons help their father up off the floor. Gasping, he yells. INVESTOR I gave you money. -- but Schindler and Pfefferberg are already gone, coming through the front office and out the front door -- EXT. STOREFRONT - CONTINUOUS - DAY -- to the street. Pfefferberg looks a little shaken from the experience. Schindler straightens his friend's clothes. SCHINDLER How you feeling, all right? PFEFFERBERG Yeah. SCHINDLER What's the matter, everything all right at home? (Pfefferberg nods) Mila's okay? PFEFFERBERG She's good. Well, then, Schindler can't imagine what could be wrong. He pats Pfefferberg on the shoulder and leads him away. SCHINDLER Good. INT. FACTORY FLOOR - DAY The long tables accommodate most of workers. The rest eat their lunch on the floor. Soup and bread. INT. SCHINDLER'S OFFICE - SAME TIME - DAY An elegant place setting for one. Meat, vegetables, glass of wine, all untouched. Schindler leafing through pages of a report Stern has prepared for him. SCHINDLER I could try to read this or I could eat my lunch while it's till hot. We're doing well? STERN Yes. SCHINDLER Better this month than last? STERN Yes. SCHINDLER Any reason to think next month will be worse? STERN The war could end. No chance of that. Satisfied, Schindler returns the report to his accountant and starts to eat. Stern knows he is excused, but looks like he wants to say something more; he just doesn't know how to say it. SCHINDLER (impatient) What? STERN (pause) There's a machinist outside who'd like to thank you personally for giving him a job. Schindler gives his accountant a long-suffering look. STERN He asks every day. It'll just take a minute. He's very grateful. Schindler's silence says, Is this really necessary? Stern pretends it's a tacit okay, goes to the door and pokes his head out. STERN Mr. Lowenstein? An old man with one arm appears in the doorway and Schindler glances to the ceiling, to heaven. As the man slowly makes his way into the room, Schindler sees the bruises on his face. And when he speaks, only half his mouth moves; the other half is paralyzed. LOWENSTEIN I want to thank you, sir, for giving me the opportunity to work. SCHINDLER You're welcome, I'm sure you're doing a great job. Schindler shakes the man's hand perfunctorily and tells Stern with a look, okay, that's enough, get him out of here. LOWENSTEIN The SS beat me up. They would have killed me, but I'm essential to the war effort, thanks to you. SCHINDLER That's great. LOWENSTEIN I work hard for you. I'll continue to work hard for you. SCHINDLER That's great, thanks. LOWENSTEIN God bless you, sir. SCHINDLER Yeah, okay. LOWENSTEIN You're a good man. Schindler is dying, and telling Stern with his eyes, Get this guy out of here. Stern takes the man's arm. STERN Okay, Mr. Lowenstein. LOWENSTEIN He saved my life. STERN Yes, he did. LOWENSTEIN God bless him. STERN Yes. They disappear out the door. Schindler sits down to his meal. And tries to eat it. EXT. FACTORY - DAY Stern and Schindler emerge from the rear of the factory. The Mercedes is waiting, the back door held open by a driver. Climbing in -- SCHINDLER Don't ever do that to me again. STERN Do what? Stern knows what he means. And Schindler knows he knows. SCHINDLER Close the door. The driver closes the door. EXT. GHETTO GATE - DAY Snow on the ground and more coming down. A hundred of Schindler's workers marching past the ghetto gate, as is the custom, under armed guard. Turning onto Zablocie Street, they're halted by an SS unit standing around some trucks. EXT. ZABLOCIE STREET - DAY Shovels scraping at snow. The marchers working to clear it from the street. A dialog between one of the guards and an SS officer is interrupted by a shot -- and the face of the one-armed machinist falls into the frame. INT. OFFICE, SS HEADQUARTERS - DAY Herman Toffel, an SS contact of Schindler's who he actually likes, sits behind his desk. TOFFEL It's got nothing to do with reality, Oskar, I know it and you know it, it's a matter of national priority to these guys. It's got a ritual significance to them, Jews shoveling snow. SCHINDLER I lost a day of production. I lost a worker. I expect to be compensated. TOFFEL File a grievance with the Economic Office, it's your right. SCHINDLER Would it do any good? TOFFEL No. Schindler knows it's not Toffel's fault, but the whole situation is maddening to him. He shakes his head in disgust. TOFFEL I think you're going to have to put up with a lot of snow shoveling yet. Schindler gets up, shakes Toffel's hand, turns to leave. TOFFEL A one-armed machinist, Oskar? SCHINDLER (right back) He was a metal press operator, quite skilled. Toffel nods, smiles. EXT. FIELD - DAY From a distance, Stern and Schindler slowly walk a wasteland that lies between the rear of DEF and two other factories -- a radiator works and a box plant. Stern's doing all the talking, in his usual quiet but persuasive manner. Every so often, Schindler, glancing from his own factory to the others, nods. INT. SCHINDLER'S OFFICE - DAY The party pins the two other German businessmen wear are nothing compared to the elaborate thing in Schindler's lapel. He sits at his desk sipping cognac, a large portrait of Hitler hanging prominently on the wall behind him. SCHINDLER Unlike your radiators -- and your boxes -- my products aren't for sale on the open market. This company has only one client, the German Army. And lately I've been having trouble fulfilling my obligations to my client. With your help, I hope the problem can be solved. The problem, simply, is space. Stern, who has been keeping a low profile, hands the gentlemen each a set of documents. SCHINDLER I'd like you to consider a proposal which I think you'll find equitable. I'd like you to think about it and get back to me as soon as -- KUHNPAST Excuse me -- do you really think this is appropriate? The man glances to Stern, and back to Schindler, his look saying, This is wrong, having a Jew present while we discuss business. If Schindler catches his meaning, he doesn't admit it. Kuhnpast almost sighs. KUHNPAST I can appreciate your problem. If I had any space I could lease you, I would. I don't. I'm sorry. HOHNE Me neither, sorry. SCHINDLER I don't want to lease your facilities, I want to buy them. I'm prepared to offer you fair market value. And to let you stay on, if you want, as supervisors. (pause) On salary. There's a long stunned silence. The Germans can't believe it. After the initial shock wears off, Kuhnpast has to laugh. KUHNPAST You've got to be kidding. Nobody is kidding. KUHNPAST (pause) Thanks for the drink. He sets it down, gets up. Hohne gets up. They return the documents to Stern and turn to leave. They aren't quite out the door when Schindler wonders out loud to Stern: SCHINDLER You try to be fair to people, they walk out the door; I've never understood that. What's next? STERN Christmas presents. SCHINDLER Ah, yes. The businessmen slow, but don't look back into the room. EXT. SCHERNER'S RESIDENCE - CRACOW - MORNING Pfefferberg wipes a smudge from the hood of an otherwise pristine BMW Cabriolet. As Scherner and his wife emerge from their house in robes, Scherner whispers to himself -- SCHERNER Oskar... EXT. KUHNPAST'S RADIATOR FACTORY - DAY Workers high on the side of the building toss down the letters of the radiator sign as others hoist up a big "D." Under armed guard, others unload a metal press machine from a truck. INT. RADIATOR FACTORY / DEF ANNEX - DAY Technicians make adjustments to presses already in place. Others test the new firing ovens. Kuhnpast is being forcibly removed from the premises. INT. GHETTO EMPLOYMENT OFFICE - DAY Crowded beyond belief, the place is like a post office gone mad. Stern, moving along one of the impossibly crowded lines, pauses to speak with an elderly couple. EXT. PEACE SQUARE - DAY A hand slaps a blue sticker on a work card. Slap, another. And another. And another. INT. D.E.F. FRONT OFFICE - DAY Christmas decorations. Klonowska at her desk, her eyes closed tight. SCHINDLER All right. She opens her eyes and smiles. Schindler is holding a poodle in his arms. She comes around to kiss him. He sets the dog on the desk. Stern, across the room, watches blank-faced. GESTAPO (O.S.) Oskar Schindler? Schindler, Stern and Klonowska turn to the voice. Two Gestapo men have entered unannounced. GESTAPO We have a warrant to take your company's business records with us. And another to take you. Schindler stares at them in disbelief. Stern quietly slips one of the ledgers on his desk into a drawer. SCHINDLER Am I permitted to have my secretary cancel my appointments for the day? He doesn't wait for their approval. He scribbles down some names -- Toffel, Czurda, Reeder, Scherner. Underlining Scherner, he glances to Klonowska. She understands. INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY A humorless middle-level bureaucrat sits behind a desk and D.E.F.'s ledgers and cashbooks. GESTAPO CLERK You live very well. The man slowly shakes his head 'no' to Schindler's offer of a cigarette. Schindler tamps it against the crystal of his gold watch. GESTAPO CLERK This standard of living comes entirely from legitimate sources, I take it? Schindler lights the cigarette and drags on it, all but ignoring the man. GESTAPO CLERK As an SS supplier, you have a moral obligation to desist from blackmarket dealings. You're in business to support the war effort, not to fatten -- SCHINDLER (interrupting) You know? When my friends ask, I'd love to be able to tell them you treated me with the utmost courtesy and respect. The quiet matter-of-fact tone, more than the comment itself, throws the bureaucrat off his rhythm. His eyes narrow slightly. There's a long silence. INT. HALLWAY/ROOM - SS HEADQUARTERS - DAY The two who arrested him lead Schindler down a long hallway. They reach a door, have him step inside and close the door after him. INT. SS "CELL" - EVENING Schindler knocks on the inside of the door. A Waffen SS man opens it. The "prisoner" peels several bills from a thick wad. SCHINDLER Chances of getting a bottle of vodka pretty good? He hands the young guard five times the going price. WAFFEN GUARD Yes, sir. The guard turns to leave. SCHINDLER Wait a minute. He peels off several more bills and hands them over. SCHINDLER Pajamas. INT. SS "CELL" - MORNING Perched on the side of the bed in pajamas, Schindler works on a breakfast of herring and eggs, cheeses, rolls and coffee. Someone has also brought him a newspaper. There's an apologetic knock on the door before it opens. GUARD I'm sorry to disturb you, sir. Whenever you're ready, you're free to leave. INT. FOYER, SS HEADQUARTERS - MORNING Schindler, the Gestapo clerk and one of the arresting officers cross the foyer. GESTAPO CLERK I'd advise you not to get too comfortable. Sooner or later, law prevails. No matter who your friends are. Schindler ignores the man completely. Reaching the front doors, the clerk turns over the D.E.F. records to their owner and offers his hand. Schindler lets it hang there. SCHINDLER You expect me to walk home, or what? GESTAPO CLERK (tightly) Bring a car around for Mr. Schindler. EXT. D.E.F. FACTORY - DAY A Gestapo limousine pulls in through the gates of the factory, parks near the loading docks. The driver, the same SS officer, waits for Schindler to climb out, but he doesn't; he waits for the SS man to come around and open the door for him. SCHINDLER If you'd return the ledgers to my office I'd appreciate it. There are no less than forty able-bodied Jewish laborers working on the docks, any one of which would be better suited to the task. The Gestapo man calls to one of them. SCHINDLER Excuse me -- hey -- (the guy turns) They're working. The guy just stares. Finally he heads off with the ledgers. The poodle bounds out past him and over to Schindler. He gives the dog a pat on the head. EXT. SCHINDLER'S BUILDING - EVENING Elegantly dressed for a night out, Schindler and Klonowska emerge from the building. As they're escorted to the waiting car, Schindler hesitates. A nervous figure in the shadows of an alcove is gesturing to him, beckoning him. Schindler excuses himself. Klonowska watches as he joins the man in the alcove. Their whispered conversation is over quickly and the man hurries off. EXT. PROKOCIM DEPOT - CRACOW - LATER - NIGHT From the locomotive, looking back, the string of splattered livestock carriages stretches into darkness. There's a lot of activity on the platform. Guards mill. Handcards piled with luggage trundle by. People hand up children to others already in the cars and climb aboard after them. The clerks are out in full force with their lists and clipboards, reminding the travelers to label their suitcases. Climbing from his Mercedes, Schindler stares. He's heard of this, but actually seeing the juxtaposition -- human and cattle cars -- this is something else. Recovering, he tells Klonowska to stay in the car and, moving along the side of the train, calls Stern's name to the faces peering out from behind the slats and barbed wire. AN ENORMOUS LIST OF NAMES -- -- several pages-worth on a clipboard; a Gestapo clerk methodically leafing through them. SCHINDLER (O.S.) He's essential. Without him, everything comes to a grinding halt. If that happens -- CLERK Itzhak Stern? (Schindler nods) He's on the list. SCHINDLER He is. The clerk shows him the list, points out the name to him. SCHINDLER Well, let's find him. CLERK He's on the list. If he were an essential worker, he would not be on the list. He's on the list. You can't have him. SCHINDLER I'm talking to a clerk. Schindler pulls out a small notepad and drops his voice to a hard murmur, the growl of a reasonable man who isn't ready -- yet -- to bring out his heavy guns: SCHINDLER What's your name? CLERK Sir, the list is correct. SCHINDLER I didn't ask you about the list, I asked you your name. CLERK Klaus Tauber. As Schindler writes it down, the clerk has second thoughts and calls to a superior, an SS sergeant, who comes over. CLERK The gentleman thinks a mistake's been made. SCHINDLER My plant manager is somewhere on this train. If it leaves with him on it, it'll disrupt production and the Armaments Board will want to know why. The sergeant takes a good hard look at the clothes, at the pin, at the man wearing them. SERGEANT (to the clerk) Is he on the list? CLERK Yes, sir. SERGEANT (to Schindler) The list is correct, sir. There's nothing I can do. SCHINDLER May as well get your name while you're here. SERGEANT My name? My name is Kunder. Sergeant Kunder. What's yours? SCHINDLER Schindler. The sergeant takes out a pad. Now all three of them have lists. He jots down Schindler's name. Schindler jots down his and flips the pad closed. SCHINDLER Sergeant, Mr. Tauber, thank you very much. I think I can guarantee you you'll both be in Southern Russia before the end of the month. Good evening. He walks away, back toward his car. The clerk and sergeant smile. But slowly, slowly, the smiles sour at the possibility that this man calmly walking away from them could somehow arrange such a fate... ALL THREE OF THEM -- -- Schindler, the clerk and the sergeant -- stride along the side of the cars. Two of them are calling out loudly -- CLERK & SERGEANT Stern! Itzhak Stern! Soon it seems as if everybody except Schindler is yelling out the name. As they reach the last few cars, the accountant's face appears through the slats. SCHINDLER There he is. SERGEANT Open it. Guards yank at a lever, slide the gate open. Stern climbs down. The clerk draws a line through his name on the list and hands the clipboard to Schindler. CLERK Initial it, please. (Schindler initials the change) And this... As Schindler signs three or four forms, the guards slide the carriage gate closed. Those left inside seem grateful for the extra space. CLERK It makes no difference to us, you understand -- this one, that one. It's the inconvenience to the list. It's the paperwork. Schindler returns the clipboard. The sergeant motions to another who motions to the engineer. As the train pulls out, Stern tries to keep up with Schindler who's striding away. STERN I somehow left my work card at home. I tried to tell them it was a mistake, but they -- Schindler silences him with a look. He's livid. Stern glances down at the ground. STERN I'm sorry. It was stupid. (contrite) Thank you. Schindler turns away and heads for the car. Stern hurries after him. They pass an area where all the luggage, carefully tagged, has been left -- the image becoming BLACK and WHITE. EXT./INT. MECHANICS GARAGE - NIGHT Mechanics' hood-lamps throw down pools of light through which me wheel handcarts piled high with suitcases, briefcases, steamer trunks -- BLACK and WHITE. Moving along with one of the handcarts into a huge garage past racks of clothes, each item tagged, past musical instruments, furniture, paintings, against one wall -- children's toys, sorted by size. The cart stops. A valise is handed to someone who dumps and sorts the contents on a greasy table. The jewelry is taken to another area, to a pit, one of two deep lubrication bays filled with watches, bracelets, necklaces, candelabra, Passover platters, gold in one, silver the other, and tossed in. At workbenches, four Jewish jewelers under SS guard sift and sort and weigh and grade diamonds, pearls, pendants, brooches children's rings -- faltering only once, when a uniformed figure upends a box, spilling out gold teeth smeared with blood -- the image saturating with COLOR. EXT. COUNTRYSIDE - DAY Fractured gravestones like broken teeth jut from the earth of a neglected Jewish cemetery outside of town. Down the road that runs alongside it comes a German staff car. INT. STAFF CAR - MOVING - DAY In the backseat, Untersturmfuhrer Amon Goeth pulls on a flask of schnapps. His age and build are about that of Schindler's; his face open and pleasant. GOETH Make a nice driveway. The other SS officers in the car -- Knude, Haase and Hujar -- aren't sure what he means. He's peering out the window at the tombstones. EXT. GHETTO - DAY The staff car passes through the portals of the ghetto and down the trolley lines of Lwowska Street. INT. STAFF CAR - MOVING - DAY As the car slowly cruises through the ghetto, Knude, like a tour guide, briefs the new man, Goeth -- KNUDE This street divides the ghetto just about in half. On the right -- Ghetto A: civil employees, industry workers, so on. On the left, Ghetto B: surplus labor, the elderly mostly. Which is where you'll probably want to start. The look Goeth gives Knude tells him to refrain, if he would, from offering tactical opinions. KNUDE Of course that's entirely up to you. EXT. PLASZOW FORCED LABOR SITE - DAY Outside of town, a previously abandoned limestone quarry lies nestled between two hills. The stone and brick buildings look like they've been here forever; the wooden structures, those that are up, are built of freshly-cut lumber. There's a great deal of activity. New construction and renovation -- foundations being poured, rail tracks being laid, fences and watchtowers going up, heavy segments of huts -- wall panels, eaves sections -- being dragged uphill by teams of bescarved women like some ancient Egyptian industry. Goeth surveys the site from a knoll, clearly pleased with it. But then he's distracted by voices -- a man's, a woman's -- arguing down where some barracks are being erected. The woman breaks off the dialog with a disgusted wave of her hand and stalks back to a half-finished barracks. The man, one from the car, Hujar, sees Goeth, Knude and Haase coming down the hill and moves to meet them. HUJAR She says the foundation was poured wrong, she's got to take it down. I told her it's a barracks, not a fucking hotel, fucking Jew engineer. Goeth watches the woman moving around the shell of the building, pointing, directing, telling the workers to take it all down. He goes to take a closer look. She comes over. ENGINEER The entire foundation has to be dug up and re-poured. If it isn't, the thing will collapse before it's even completed. Goeth considers the foundation as if he knew about such things. He nods pensively. Then turns to Hujar. GOETH (calmly) Shoot her. It's hard to tell which is more stunned by the order, the woman or Hujar. Both stare at Goeth in disbelief. He gives her the reason along with a shrug -- GOETH You argued with my man. (to Hujar) Shoot her. Hujar unholsters his pistol but holds it limply at his side. The workers become aware of what's happening and still their hammers. HUJAR Sir... Goeth groans and takes the gun from him and puts it to the woman's head. Calmly to her -- GOETH I'm sure you're right. He fires. She crumples to the ground. He returns the gun to his stunned inferior and, gesturing down at the body, addresses the workers. GOETH That's somebody who knew what they were doing. That's somebody I needed. (pause) Take it down, re-pour it, rebuild it, like she said. He turns and walks away. EXT. STABLES - DAWN Stable boys lead two horses into the pre-dawn light. The animals' hoofs shatter tufts of weeds like fingers of glass; fog plumes from their nostrils. EXT. PARK, CRACOW - DAWN In addition to the exhaust from idling trucks and the curling smoke from the Sonderkommando units' cigarettes, there is excitement in the chilly pre-dawn air. EXT. GHETTO - DAWN An empty street. Rooftops against a lightening sky. A few of the windows in the buildings are lighted, glowing amber; the majority are still dark. EXT. STABLES - DAWN The stable boys hoist saddles onto the horses, cinch the straps. Leaning against the hood of the Mercedes, Schindler and Ingrid, in long hacking jackets, riding breeches and boots, share cognac from his flask. EXT. PARK, CRACOW - DAWN Untersturmfuhrer Goeth, soon to be Commandant Goeth, stands before the assembled troops with a flask of cognac in his hand. He looks out over them proudly; they're good boys, these, the best. He addresses them -- GOETH Today is history. The young will ask with wonder about this day. Today is history and you are a part of it. EXT. PEACE SQUARE, GHETTO - DAWN A fourteen year old kid hurries across to the square pulling on his O.D. armband. Several others of the Jewish Ghetto Police, Golberg among them, are already assembled there. The clerks, the list makers, scissor open their folding tables, set out their ink pads and stamps. GOETH (V.O.) When, elsewhere, they were footing the blame for the Black Death, Kazimierz the Great, so called, told the Jews they could come to Cracow. They came. EXT. STABLES - DAWN Ingrid climbs onto one of the horses, Schindler onto the other. As the animals gallop away with their riders toward a wood, the stable boys wave. GOETH (V.O.) They trundled their belongings into this city, they settled, they took hold, they prospered. EXT. PARK, CRACOW - DAWN The fresh young faces of the Sonderkommandos, listening to their commander. GOETH For six centuries, there has been a Jewish Cracow. EXT. WOODS - DAWN The horses panting hard. Their hoofs hammering at the ground, climbing a hill. Riding boots kicking at their flanks. EXT. PARK, CRACOW - DAWN The boots of Amon Goeth slowly pacing. He stops. Tight on his face, smiling pleasantly. GOETH By this weekend, those six centuries, they're a rumor. They never happened. Today is history. EXT. HILLTOP CLEARING - DAWN The galloping horses break through to a clearing high on a hill. The riders pull in the reins and the hoofs rip at the earth. Schindler smiles at the view, the beauty of it with the sun just coming up. From here, all of Cracow can be seen in striking relief, like a model of a town. He can see the Vistula, the river that separates the ghetto from Kazimierz; Wawel Castle, from where the National Socialist Party's Hans Frank rules the Government General of Poland; beyond it, the center of town. He begins to notice refinements: the walls that define the ghetto; Peace Square, the assembly of men and boys. He notices a line of trucks rolling east across the Kosciuscko Bridge, and another across the bridge at Podgorze, a third along Zablocie Street, all angling in on the ghetto like spokes to a hub. EXT. GHETTO - DAY The wheels of the last truck clear the portals at Lwowska Street and the Sonderkommandos jump down. INT. APARTMENT BUILDINGS - DAWN Families are routed from their apartments. An appeal to be allowed to pack is answered with a rifle butt; an unannounced move to a desk drawer is countered with a shot. EXT. STREETS, GHETTO - DAWN Spilling out of the buildings, they're herded into lines without regard to family consideration; some other unfathomable system is at work here. The wailing protests of a woman to join her husband's line are abruptly cut off by a short burst of gunfire. EXT. HILLTOP - DAWN From here, the action down below seems staged, unreal; the rifle bursts no louder than caps. Dismounting, Schindler moves closer to the edge of the hill, curious. His attention is drawn to a small distant figure, all in red, at the rear of one of the many columns. EXT. STREET - DAWN Small red shoes against a forest of gleaming black boots. A Waffen SS man occasionally corrects the little girl's drift, fraternally it seems, nudging her gently back in line with the barrel of his rifle. A volley of shots echoes from up the street. EXT. HILLTOP - DAWN Schindler watches as the girl slowly wanders away unnoticed by the SS. Against the grays of the buildings and street she's like a moving red target. EXT. STREET - DAWN A truck thundering down the street obscures her for a moment. Then she's moving past a pile of bodies, old people executed in the street. EXT. HILLTOP - DAWN Schindler watches: she's so conspicuous, yet she keeps moving -- past crowds, past dogs, past trucks -- as though she were invisible. EXT. STREET - DAWN Patients in white gowns, and doctors and nurses in white, are herded out the doors of a convalescent hospital. The small figure in red moves past them. Shots explode behind her. EXT. HILLTOP - DAWN Short bursts of light flash throughout the ghetto like stars. Schindler, fixated on the figure in red, loses sight of her as she turns a corner. INT. APARTMENT BUILDING - DAWN She climbs the stairs. The building is empty. She steps inside an apartment and moves through it. It's been ransacked. As she crawls under the bed, the scene DRAINS of COLOR. The gunfire outside sounds like firecrackers. EXT. HILLTOP - NIGHT NIGHT Silence. Schindler and Ingrid are gone. Below, the ghetto lies like a void within the city, its perimeter and interior clearly distinguishable by darkness. Outside it, the lights of the rest of Cracow glimmer. INT. D.E.F. FACTORY - NIGHT Tables and tools and enamelware scrap. The metal presses and lathes, still. The firing ovens, cold. The gauges at zero. Against the wall of windows overlooking the empty factory floor stands a figure, Schindler, in silhouette against the glass, black against white, not moving, just staring down. EXT. FOREST - PLASZOW - MORNING Bloody wheelbarrows, stark against the tree line of a forest above the completed forced labor camp, PLASZOW. EXT. PLASZOW FORCED LABOR CAMP - MORNING Names on lists. Names called out. Tight on faces. Goldberg at one of several folding tables. The gangsterturned -- ghetto-cop is now the Lord of Lists inside Plaszow. He and other listmakers call out names, accounting for those thousands who survived the liquidation of the ghetto and now stand before them in long straight rows. INT. GOETH'S BEDROOM, PLASZOW - MORNING Amon Goeth stirs, wakes, glances at the woman asleep beside him. Hungover, he drags himself slowly out of bed. EXT. GOETH'S BALCONY - MOMENTS LATER - MORNING Goeth steps out onto the balcony in his undershirt and shorts and peers out across the labor camp, his labor camp, his kingdom. Satisfied with it, even amazed, he's reminiscent of Schindler looking down on his kingdom, his factory, as he loves to do, from his wall of glass. Life is great. Goeth reaches for a rifle. EXT. PLASZOW SAME TIME - MORNING Workers loading quarry rock onto trolleys under Ukrainian guard and a low morning sun. Every so often, one glances with anticipation to the balcony of Goeth's "villa" -- which is in fact nothing more than a two-story stone house perched on a slight rise in the dry landscape. EXT. GOETH'S BALCONY - CONTINUED - MORNING The butt of the rifle against his shoulder, Goeth aims down at the quarry -- at this worker, at that one -- indiscriminately, inscrutably. He fires a shot and a distant figure falls. INT. GOETH'S BEDROOM - SAME TIME - MORNING The woman in bed groans at the echoing shot. She's used to it but she still hates it; it's such an awful way to be woken. MAJOLA (mutters) Amon... Christ... She buries her head under a pillow. Goeth reappears. He pads to his bathroom, goes inside and urinates. EXT. PLASZOW - DAY Schindler's Mercedes winds through the camp, past warehouses and workshops, trucks full of furs and furniture, work details, barracks, guard blocks. A man standing alone wears a sign around his neck -- "I am a potato thief." EXT. GOETH'S VILLA - PLASZOW - DAY The Mercedes pulls in next to some other nice cars parked on a driveway made of tombstones from the Jewish cemetery. EXT. PATIO, GOETH'S VILLA - DAY A patio table set with crystal, china, silver. Goeth and Hujar are there, in pressed SS uniforms, and two industrialists, Bosch and Madritsch. One chair is empty. HUJAR Your machinery will be moved and installed by the SS at no cost to you. You will pay no rent, no maintenance -- Hujar glances off, interrupted by Schindler's arrival. Although he's never been here, the industrialist comes in like he owns the place. All but Goeth rise. SCHINDLER No, no, come on, sit -- He works his way around the table, patting Bosch and Madritsch on the back -- he knows them -- shaking Hujar's hand, who he doesn't know. He reaches Goeth. SCHINDLER How you doing? Goeth takes a good long look at the handsomely dressed entrepreneur and allows him to shake his hand. GOETH We started without you. SCHINDLER Good. Schindler takes a seat, shakes a napkin onto his lap, nods to the servant holding out a bottle of champagne to him. SCHINDLER Please. Goeth watches him. The others watch Goeth. SCHINDLER I miss anything important? HUJAR I was explaining to Mr. Bosch and Mr. Madritsch some of the benefits of moving their factories into Plaszow. SCHINDLER Oh, good, yeah. Schindler clearly doesn't care, but nods as though he did. He drinks. Goeth just watches him with what seems to be growing amusement. He nods to Hujar to continue. HUJAR Since your labor is housed on-site, it's available to you at all times. You can work them all night if you want. Your factory policies, whatever they've been in the past, they'll continue to be, they'll be respected -- Schindler laughs out loud, cutting Hujar off. Hujar glances over to Goeth nonplussed. SCHINDLER I'm sorry. He's not sorry at all, and starts in on the plate of food that's set down in front of him. GOETH You know, they told me you were going to be trouble -- Czurda and Scherner. SCHINDLER You're kidding. Goeth slowly shakes his head no... then smiles. GOETH He looks great, though, doesn't he? I have to know -- where do you get a suit like that? what is that, silk? (Schindler nods) It's great. SCHINDLER I'd say I'd get you one but the guy who made it, he's probably dead, I don't know. He shrugs like, those are the breaks, too bad. Goeth just smiles. The others watch the two of them, unsure how they're supposed to react. INT. GOETH'S OFFICE - PLASZOW - LATER - DAY The others have gone. It's just Goeth and Schindler now. Goeth pours glasses of cognac. GOETH Something wonderful's happened, do you know what it is? Without planning it, we've reached that happy point in our careers where duty and financial opportunity meet. Schindler nods pensively, perhaps in agreement, perhaps at some other thought. There's a silence, broken finally by -- SCHINDLER I go to work the other day, there's nobody there. Nobody tells me about this, I have to find out, I have to go in, everybody's gone -- GOETH They're not gone, they're here. SCHINDLER They're mine! His voice echoes into silence. An acquiescent shrug from Goeth finally. And a nod; Schindler's right. SCHINDLER Every day that goes by, I'm losing money. Every worker that is shot, costs me money -- I have to get somebody else, I have to train them -- GOETH We're going to be making so much money, none of this is going to matter -- SCHINDLER (cutting him off) It's bad business. GOETH (shrugs) Some of the boys went crazy, what're you going to do? You're right, it's bad business, but it's over with, it's done. (pause) Occasionally, sure, okay, you got to make an example. But that's good business. Schindler pours himself another shot from the bottle, nurses it. He's in a foul mood. They study each other, trying to determine perhaps who's more powerful. Eventually -- GOETH Scherner told me something else about you. SCHINDLER Yeah, what's that? GOETH That you know the meaning of the word gratitude. That it's not some vague thing with you like with some guys. SCHINDLER True. Goeth tries to put the situation in perspective: GOETH You want to stay where you are. You got things going on the side, things are good, you don't want anybody telling you what to do -- I can understand all that. (pause) What you want is your own sub-camp. Schindler admits it by not disagreeing. Goeth thinks about it, nods to himself again, then frowns. GOETH Do you have any idea what's involved? The paperwork alone? Forget you got to build it all, getting the fucking permits, that's enough to drive you crazy. Then the engineers show up. They stand around and they argue about drainage -- I'm telling you, you'll want to shoot somebody, I've been through it, I know. SCHINDLER Well, you've been through it. You know. You could make things easier for me. Goeth mulls it over, his shrug saying "maybe, maybe not." A silence before -- SCHINDLER I'd be grateful. There's the word Goeth was waiting to hear. EXT. D.E.F. SUBCAMP SITE - DAY An SS surveyor, with even paces, measures a distance of the bare field adjacent to the factory. He sticks a little flag into the ground. EXT. D.E.F. SUBCAMP SITE - DAY A watchtower, half-erected, the little flag still in the ground. Laborers hammer at it while others roll out barbed wire fencing. A surveyor supervises the placement of a post and carefully measures its heights; it has to be nine feet, exactly. At a folding table in the middle of the field, Schindler signs checks made out to the Construction Office, Plaszow -- requisitioning more lumber, cement and hardware. EXT. CONSTRUCTION OFFICE, PLASZOW - DAY Plaszow prisoners load the requisitioned building supplies -- the lumber, cement and hardware -- onto trucks. EXT/INT. WAREHOUSE, CRACOW - DAY The trucks parked not at Schindler's sub-camp, but at the loading dock of Goeth's private warehouse in Cracow. Inside the building can be glimpsed all kinds of Plaszow goods: clothes, food, construction equipment, furniture. Checkbook laid out on the hood of his Mercedes, Schindler pays for the requested materials a second time -- this time with a check made out to Amon Goeth personally -- and hands it over to his bagman, Hujar. EXT. D.E.F. SUBCAMP FIELD - DAY Some SS architects groan over a set of blueprints. Schindler and an SS officer walk by. SS OFFICER You have the Poles beat the Czechs, you have the Czechs beat the Poles, that way everybody stays in line. SCHINDLER All I have is Jews. He shrugs, Too bad, what're you going to do? The SS guy has to think. Yeah, that's a problem. Two huge leashed dogs yank another SS man across their path. EXT. D.E.F. - DAY As five hundred Plaszow prisoners are marched back onto the grounds of D.E.F., any hope they may have had of a more lenient environment is quickly dashed. The place -- completed -- looks like a fortress: barbed-wire, towers, SS guards and dogs. INT. D.E.F. FACTORY - DAY Where once they glimpsed the not too threatening figure of Oskar Schindler strolling through the factory, the workers who dare glance up now find armed guards moving past. And further up, behind the wall of windows, Schindler moving around, entertaining SS officer. INT. GOETH'S VILLA - NIGHT The Rosner brothers in evening clothes, Leo on accordion, Henry on violin, playing a Strauss melody, trying to keep it muted, inoffensive. Few of the guests pay attention, which is fine with them. An SS officer chats with Schindler. LEO JOHN -- she's seventy years old, she's been there forever -- they bomb her house. Everything's gone. The furniture, everything. SCHINDLER (well aware the man is lying) Thank God she wasn't there. Schindler, with yet another girl on his arm, endures the officer's lies while sweeping the room with his eyes. LEO JOHN I was thinking maybe you could help her out. Some plates and mugs, some stew pots, I don't know. Say half a gross of everything? Schindler looks at him for the first time, knowingly. SCHINDLER She run an orphanage, your aunt? LEO JOHN She's old. What she can't use maybe she can sell. Schindler's girl excuses herself to get a drink. SCHINDLER You want it sent directly to her or through you? LEO JOHN Through me, I think. I'd like to enclose a card. Schindler nods, Done. Both watch his date across the room getting a drink. As usual, she's the best-looking on there. LEO JOHN Your wife must be a saint. Whatever tolerance Schindler's had up to this point with John leaves his face; the looks he gives him now is pure contempt. SCHINDLER She is. INT. GOETH'S VILLA - LATER - NIGHT Goeth's girl tonight, a Pole, eighteen, nineteen, places a hand on Schindler's sleeve. They're at the important end of the large table with Goeth, along with Czurda and Leo John and their girlfriends. GOETH'S GIRL You're not a soldier? SCHINDLER No, dear. CZURDA There's a picture. Private Schindler? Blanket around his shoulders over in Kharkov? Everyone laughs. GOETH Happened to what's his name -- up in Warsaw -- and he was bigger than you, Oskar. CZURDA Toebbens. GOETH Happened to Toebbens. Almost. Himmler goes up to Warsaw, tells the armament guys, "Get the fucking Jews out of Toebbens' factory and put Toebbens in the army," and -- "and sent him to the Front." I mean, the Front. Everybody laughs. GOETH It's true. Never happen in Cracow, though, we all love you too much. SCHINDLER I pay you too much. Another round of laughs, only this time it's forced. Everybody knows it's true, but you don't say it out loud, and Schindler knows better. Goeth gives him a look; they'll talk later. EXT. GOETH'S VILLA - LATER - NIGHT Goeth finds Schindler alone outside smoking a cigarette. Schindler acknowledges him, but that's about it. Finally -- SCHINDLER You held back Stern. You held back the one man most important to my business. GOETH He's important to my business. SCHINDLER What do you want for him, I'll give it to you. GOETH I want him. (turning back) Come on, let's go inside, let's have a good time. Goeth heads back inside. Schindler stays outside, finishing his cigarette. EXT. PLASZOW - LATER - NIGHT A folding table outside the prisoners' barracks. At it, playing cards, two night sentries. A figure appears out of the darkness. Schindler. He sets down on the table a fifth of vodka. EXT. BARRACKS - LATER - NIGHT Stern, summoned from his barracks, watches as Schindler digs through his coat pockets. Nearby, at the table, drinking now, the sentries. From the hill, the villa, the Rosners' music, faint, can be heard. SCHINDLER Here. He discreetly hands over to the accountant some cigars scavenged from the party. From another pocket, he retrieves and hands over some tins of food -- all valuable commodities. From another pocket, perhaps not so valuable, but then who knows, a gold lighter. Regarding this last item -- SCHINDLER This, I don't know, maybe you can trade it for something. STERN Thank you. Schindler shrugs, It's the least I can do. The two stand around a moment more before Schindler shrugs again, Sorry I can't do more. He reaches out, pats Stern on the shoulder, and, turning to leave. SCHINDLER I got to go, I'll see you. STERN Oskar -- Schindler comes back, but, out of embarrassment or -- maybe he wants to get back to the party -- waits with some impatience for Stern to tell whatever it is he wants to tell him. Lowering his voice -- STERN There's a guy. This thing happened. Goeth came into the metalworks -- CUT TO: INT. METALWORKS - PLASZOW - DAY Goeth moves through the crowded metalworks like a goodnatured foreman, nodding to this worker, wishing that one a good morning. He seems satisfied, even pleased, with the level of production. Goldberg is with him. They reach a particular bench, a particular worker, and Goeth smiles pleasantly. GOETH What are you making? Not daring to look up, all the worker sees of Goeth is the starched cuff of his shirt. LEVARTOV Hinges, sir. The rabbi-turned-metalworker gestures with his head to a pile of hinges on the floor. Goeth nods. And in a tone more like a friend than anything else -- GOETH I got some workers coming in tomorrow... Where the hell they from again? GOLDBERG Yugoslavia. GOETH Yugoslavia. I got to make room. He shrugs apologetically and pulls out a pocket watch. GOETH Make me a hinge. As Goeth times him, Rabbi Levartov works at making a hinge as though his life depended on it -- which it does -- cutting the pieces, wrenching them together, smoothing the edges, all the while keeping count on his head of the seconds ticking away. He finishes and lets it fall onto the others on the floor. Forty seconds. GOETH Another. Again the rabbi works feverishly -- cutting, crimping, sanding, hearing the seconds ticking in his head -- and finishing in thirty-five. Goeth nods, impressed. GOETH That's very good. What I don't understand, though, is -- you've been working since what, about six this morning? Yet such a small pile of hinges? He understands perfectly. So does Levartov; he has just crafted his own death in exactly 75 seconds. Goeth stands him against the workshop wall and adjusts his shoulders. He pulls out his pistol, puts it to the rabbi's head and pulls the trigger... click. GOETH (mumble) Christ -- Annoyed, Goeth extracts the bullet-magazine, slaps it back in and puts the barrel back to the man's head. He pulls the trigger again... and again there's a click. GOETH God damn it -- He slams the weapon across Levartov's face and the rabbi slumps dazed to the floor. Looking up into Goeth's face, he knows it's not over. As Goeth walks away -- CUT BACK TO: EXT. BARRACKS - CONTINUED - NIGHT Tight on Schindler, a pensive nod, then a shrug. SCHINDLER The guy can turn out a hinge in less than a minute? Why the long story? INT. D.E.F. - DAY Rabbi Levartov, brought over to D.E.F., works at a table with several others. As Schindler strolls by, the rabbi dares to speak -- LEVARTOV Thank you, sir. Schindler has to think a moment before he can figure out who the grateful man is. SCHINDLER Oh, yeah. You're welcome. EXT. PLASZOW - DAY A dead chicken dangling from Hujar's hand, evidence of some kind. Goeth slowly pacing before a work detail of twenty or so men standing still, silent, in a row. GOETH Nobody knows who stole the chicken. A man walks around with a chicken, nobody notices this. No one confesses. Goeth nods, All right, takes a rifle from a guard and shoots one of the workers at random. With this added incentive, he waits for someone to tell him who stole the chicken. No one does. GOETH Still nobody knows. He shrugs, Okay, points the rifle at another worker -- and a boy of fourteen, shuddering and weeping, steps out of line. GOETH There we go. Goeth goes over to the boy, and, like a distant relative to a small child, tries to get him to look at his face. GOETH It was you? You committed this crime? BOY No, sir. GOETH You know who, though. The boy nods, weeps, screams -- BOY Him! He's pointing at the dead man. And Goeth astonishes the entire assembly of workers and guards by believing the boy. He returns the rifle to the guard and walks away. Hujar stares after him, then knowingly at the boy. EXT. PLASZOW - DAY A truck being loaded with supplies. Schindler signs for it and, appearing as rushed as he always does, returns the clipboard to Stern. SCHINDLER Yeah, sure, bring him over. INT. D.E.F. - DAY Schindler comes down the stairs with Klonowska. As they're crossing through the factory -- BOY Thank you, sir. SCHINDLER (distracted) That's okay. INT. MECHANICS' GARAGE - PLASZOW - DAY A mechanic peering under the hood of Goeth's Adler. Leaning in he accidentally knocks a wrench off the radiator into the fan and there's an awful clatter before the engine dies. The mechanic glances up horrified. EXT. GOETH'S VILLA - DAY As servants hoist a heavy, elaborately tooled saddle from Schindler's trunk - a gift for Goeth -- Schindler sees Stern coming toward him and glances skyward long-sufferingly. INT. D.E.F. - DAY The mechanic, making adjustments to a metal press, glances up as Schindler moves past. MECHANIC Thank -- SCHINDLER Yeah, yeah, yeah. EXT. D.E.F. FACTORY - DAY Across the street stands a nervous young woman in a faded dress. She seems to be trying to summon the courage to cross over and onto the factory grounds. INT. D.E.F. FACTORY - DAY Just inside the factory, she waits as a guard telephones Schindler's office. She can see the wall of windows from where she's standing, and Schindler himself as he appears at it, phone to his ear. He glances down at her disapprovingly and the guard hangs up. GUARD He won't see you. INT. APARTMENT - CRACOW - DAY The woman alone in a dismal room pulling on nylon stockings. At a mirror, she applies make-up. She slips into a provocative dress. Puts on heels. A Parisian hat. And looks in the mirror. INT. D.E.F. - DAY Schindler waits for her on the landing of the stairs. He doesn't recognize her, but smiles to counter the unfortunately possibility she's some old girlfriend he's forgotten. Reaching him, she offers her hand. SCHINDLER Miss Krause. MISS KRAUSE How do you do? He can tell now she doesn't know him. He seems relieved. He leads her past Klonowska's desk and into his office. INT. SCHINDLER'S OFFICE - DAY He arranges a chair for her, goes to his liquor cabinet. SCHINDLER Pernod? Cognac? MISS KRAUSE No, thank you. He pours himself a drink, warms it in his hands, smiles, clearly take with her. SCHINDLER So. The grace with which she's carried herself up to this point seems to evaporate as she struggles to find the words she wants. MISS KRAUSE They say that no one dies here. They say your factory is a haven. They say you are good. Schindler's face changes like a wall going up, a mask of indifference like in the portrait of Adolf Hitler on the wall behind him. SCHINDLER Who says that? MISS KRAUSE Everyone. Schindler glances away from her. He seems weary suddenly, depressed. MISS KRAUSE My name is Regina Perlman, not Elsa Krause. I've been living in Cracow on false papers since the ghetto massacre. (pause) My parents are in Plaszow. They're old. They're killing old people in Plaszow now. They bury them up in the forest. I have no money. I borrowed these clothes. Will you bring them here? Schindler glances back at her, his face hard, cold, and studies her for a long, long moment before -- SCHINDLER I don't do that. You've been misled. I ask one thing: whether or not a worker has certain skills. That's what I ask and that's what I care about, get out of my office. She stares at him, frightened and bewildered. She feels tears welling up. SCHINDLER Cry and I'll have you arrested, I swear to God. She hurries out. INT. ADMINISTRATION BUILDING - PLASZOW - DAY Schindler barges into Stern's office. In a foul and aggressive mood, he dispenses with pleasantries in order to admonish the accountant -- SCHINDLER People die, it's a fact of life. Stern has hardly had time to look up from the work on his desk. SCHINDLER He wants to kill everybody? Great. What am I supposed to do, bring everybody over? Is that what you think? Yeah, send them over to Schindler, send them all. His place is a "haven," didn't you know? It's not a factory, it's not an enterprise of any kind, it's a haven for people with no skills whatsoever. Stern's look is all innocence, but Schindler knows better. SCHINDLER You think I don't know what you're doing? You're so quiet all the time? I know. STERN (with concern) Are you losing money? SCHINDLER No, I'm not losing money, that's not the point. STERN What other point is -- SCHINDLER (interrupts; yells) It's dangerous. It's dangerous, to me, personally. Silence. Schindler tries to settle down. Then -- SCHINDLER You have to understand, Goeth's under enormous pressure. You have to think of it in his situation. He's got this whole place to run, he's responsible for everything that goes on here, all these people -- he's got a lot of things to worry about. And he's got the war. Which brings out the worst in people. Never the good, always the bad. Always the bad. But in normal circumstances, he wouldn't be like this. He'd be all right. There'd be just the good aspects of him. Which is a wonderful crook. A guy who loves good food, good wine, the ladies, making money... STERN And killing. SCHINDLER I'll admit it's a weakness. I don't think he enjoys it. (pause) All right, he does enjoy it, so what? What do you expect me to do about it? STERN There's nothing you can do. I'm not asking you to do anything. You came into my office. But it isn't Stern who needs convincing; it's Schindler himself. It's doubtful he even realizes this, but it's clear to Stern. Schindler sighs either at the predicament itself, or at the fact that he's allowed Stern to place him right in the middle of it. He turns to leave, hesitates. He conducts a mental search for a name and eventually comes up with it: SCHINDLER Perlman, husband and wife. He unstraps his watch, hands it to Stern. SCHINDLER Give it to Goldberg, have him send them over. He leaves. EXT. BALCONY - GOETH'S VILLA - NIGHT Distant music, Brahms' lullaby, from the Rosner Brothers way down by the women's barracks calming the inhabitants. Up here on the balcony, Schindler and Goeth, the latter so drunk he can barely stand up, stare out over Goeth's dark kingdom. SCHINDLER They don't fear us because we have the power to kill, they fear us because we have the power to kill arbitrarily. A man commits a crime, he should know better. We have him killed, we feel pretty good about it. Or we kill him ourselves and we feel even better. That's not power, though, that's justice. That's different than power. Power is when we have every justification to kill -- and we don't. That's power. That's what the emperors had. A man stole something, he's brought in before the emperor, he throws himself down on the floor, he begs for mercy, he knows he's going to die... and the emperor pardons him. This worthless man. He lets him go. That's power. That's power. It seems almost as though this temptation toward restraint, this image Schindler has brush-stroked of the merciful emperor, holds some appeal to Goeth. Perhaps, as he stares out over his camp, he imagines himself in the role, wondering what the power Schindler describes might feel like. Eventually, he glances over drunkenly, and almost smiles. SCHINDLER Amon the Good. EXT. STABLES - PLASZOW - DAY A stable boy works to ready Goeth's horse before he arrives. He sticks a bridle into its mouth, throws a riding blanket onto its back, drags out the saddle Schindler bought Goeth. Before he can finish, though, Goeth is there. The boy tries to hide his panic; he knows others have been shot for less. STABLE BOY I'm sorry, sir, I'm almost done. GOETH Oh, that's all right. As Goeth waits, patiently it seems, whistling to himself, the stable boy tries to mask his confusion. EXT. PLASZOW - DAY Goeth gallops around his great domain holding himself high in the saddle. But everywhere he looks, it seems, he's confronted with stoop-shouldered sloth. He forces himself to smile benevolently. INT. GOETH'S VILLA - DAY Goeth comes into his bedroom sweating from his ride. A worker with a pail and cloth appears in the bathroom doorway. MORE TO THE FLOOR -- WORKER I have to report, sir, I've been unable to remove the stains from your bathtub. Goeth steps past him to take a look. The worker is almost shaking, he's so terrified of the violent reprisal he expects to receive. GOETH What are you using? WORKER Soap, sir. GOETH (incredulous) Soap? Not lye? The worker hasn't a defense for himself. Goeth's hand drifts down as if by instinct to the gun in his holster. He stares at the worker. He so wants to shoot him he can hardly stand it, right here, right in the bathroom, put some more stains on the porcelain. He takes a deep breath to calm himself. Then gestures grandly. GOETH Go ahead, go on, leave. I pardon you. The worker hurries out with his pail and cloth. Goeth just stands there for several moments -- trying to feel the power of emperors he's supposed to be feeling. But he doesn't feel it. All he feels is stupid. EXT. GOETH'S VILLA - MOMENTS LATER - DAY The worker hurries across the dying lawn outside the villa. He dares a glance back, and at that moment, a hand with a gun appears out the bathroom window and fires. EXT. BARRACKS, PLASZOW - NIGHT The sentries at their little table again, drinking Schindler's vodka. Nearby, Schindler and Stern outside Stern's barracks. The accountant's tone is hushed: STERN If he didn't steal so much, I could hide it. If he's steal with some discretion... CUT TO: STERN'S OFFICE, PLASZOW - DAY Goldberg delivers a stack of requisitions and invoices, and leaves without a word. Behind his desk, Stern takes a cursory look at them and shakes his head in dismay. INT. GOLDBERG'S OFFICE, PLASZOW - MINUTES LATER - DAY Stern comes in with the requisitions. Now it's Goldberg's turn to shake his head in dismay; he doesn't want to hear it -- STERN There are fifteen thousand people here -- GOLDBERG Goeth says there's twenty-five. STERN There are fifteen. He wants to say sixteen, seventeen, all right, maybe he can get away with it, but ten thousand over? It's stupid. GOLDBERG Stern, do me a favor, get out of here. You want to argue about it, go tell Goeth. LOADING DOCK, PLASZOW - DAY Stern watches truck being unloaded of bags of flour, rice and other supplies. Goeth nods to Hujar. Hujar calls a halt. The workers climb down, close up the trucks. And, still half full, the trucks rumble off. STERN (V.O.) The SS auditors keep coming around, looking over the books -- Goeth knows this -- EXT. CRACOW - DAY The trucks at the loading dock of Goeth's private warehouse. Polish workers, under Hujar's supervision, throwing down the "surplus" bags of flour and rice -- the supplies for the phantom 10,000 prisoners. STERN (V.O.) -- you'd think he'd have the common sense to see what's coming. No, he steals with complete impunity. CUT BACK TO: BARRACKS - CONTINUED - NIGHT They can see Goeth's villa up on the hill; figures moving around behind the windows. There's another party going on up there. Down here, as he nurses a drink from his flask, Schindler thinks about what Stern has told him, and eventually shrugs, Fine, fuck him. SCHINDLER So you'll be rid of him. But Stern slowly shakes his head 'no.' STERN If Plaszow is closed, they'll have to send us somewhere else. Where -- who knows? Gross-Rosen maybe. Maybe Auschwitz. There's the irony -- bad as it is, evil as Goeth is, it could get worse. Schindler understands. SCHINDLER I'll talk to him. STERN I think it's too late. SCHINDLER Well, I'll talk to somebody. I'll take care of it. He hands over to Stern some negotiable items and leaves. INT. NIGHTCLUB - CRACOW - NIGHT Schindler and Senior SS Officers Toffel and Scherner share a table in same smoke-filled nightclub they met in. SCHINDLER What's he done that's so bad -- take money? That's a crime? Come on, what are we here for, to fight a war? We're here to make money, all of us. TOFFEL There's taking money and there's taking money, you know that. He's taking money. SCHERNER The place produces nothing. I shouldn't say that -- nothing it produces reaches the Army. That's not all right. SCHINDLER So I'll talk to him about it. SCHERNER He's a friend of yours, you want to help him out. Tell me this, though -- has he ever once shown you his appreciation? I've yet to see it. Never a courtesy. Never a thank you note. He forgets my wife at Christmas time -- SCHINDLER He's got no style, we all know that. So, we should hang him for it? TOFFEL He's stealing from you, Oskar. SCHINDLER Of course he's stealing from me, we're in business together. What is this? I'm sitting here, suddenly everybody's talking like this is something bad. We take from each other, we take from the Army, everybody uses everybody, it works out, everybody's happy. SCHERNER Not like him. Schindler glances away to the floor show, nods to himself. Glancing back again, he considers the SS men with great sobriety. SCHINDLER Yeah, well, in some eyes it doesn't matter the amount we steal, it's that we do it. Each of us sitting at this table. His thinly veiled threat of exposure escapes neither SS man. The air seems thicker suddenly. SCHERNER He doesn't deserve your loyalty. More important, he's not worth you making threats against us. SCHINDLER Did I threaten anybody here? I stated a simple fact. The threat still stands, despite Schindler's assurance otherwise, and they all know it. So does Scherner's threat back to him, and they all know that, too. But Schindler just grins, and, glancing away -- SCHINDLER Come on, let's watch the girls. INT. D.E.F. FACTORY - DAY In addition to the mid-day soup and break, there are bowls of fruit on the long work tables. At one of them, several workers are debating which of them will go upstairs to thank Schindler. INT. UPSTAIRS OFFICES, D.E.F. - SAME TIME - DAY In honor of Schindler's birthday, Goeth has brought over Stern and the Rosners -- the musicians, at the moment, accompanying the best baritone in the Ukrainian garrison. Surrounded by his friends and lovers, Schindler cuts a cake. He receives congratulations from the many SS men present and the embraces, in turn, of Ingrid and Klonowska and Goeth. From Stern he gets a handshake. A Jewish girl from the shop floor is admitted and timidly approaches the drunken group around Schindler. The SS men consider her as a curiosity; Schindler, as he would any beautiful girl. The music breaks and out of the silence comes a small nervous voice: FACTORY GIRL ...On behalf of the workers... sir... I wish you a happy birthday... She hesitates. She's surrounded by SS uniforms and swastikas and holstered guns. Schindler smiles; this is a beautiful girl. SCHINDLER Thank you. He kisses her on the mouth. The smiles on the faces around them strain. Stern glances to heaven. Amon cocks his head like a confused dog. The kiss is broken, finally, and Schindler smiles again with impunity. SCHINDLER Thank them for me. The girl backs away nodding anxiously; all she wants now is out before someone -- her, Schindler, both of them -- gets shot. Henry Rosner nudges Leo and they begin another song. And the party tries to resume. EXT. APPELLPLATZ - PLASZOW - DAWN Were they not asleep in their barracks, the prisoners would no doubt shudder at the sight: the clerks are setting up their folding tables. Other figures move around the parade ground in the murky dawn light: these raising a banner, those wheeling filing cabinets across the Appellplatz, this one wiring a phonograph, that one saturating a pad with ink from a bottle. Goldberg, Lord of Lists, moves from table to table handing out carbons of lists and sharing morning pleasantries with the clerks. Some men in white appear like ghosts. A doctor's kid is opened, a stethoscope removed. Another cleans the lenses of his glasses. Someone sharpens a pencil. EXT. DEPOT - PLASZOW - DAWN A trainman waving a lantern guides an engineer who's slowly backing an empty cattle car along the tracks. It couples to another empty slatted car with a harsh clank. EXT. APPELLPLATZ - PLASZOW - DAY The needle of the phonograph is set down on a pocked 78. The first scratchy note of a Strauss waltz blare from the camp speakers. EXT. BALCONY - GOETH'S VILLA - DAY In his undershirt and shorts Goeth calmly smokes his first cigarette of the morning as he listens to the music wafting up from down below. Down there on the Appellplatz, the entire population of the camp has been concentrated, some fifteen thousand prisoners. EXT. APPELLPLATZ - PLASZOW - DAY Though the music and banners struggle to evoke a country fair, the presence of the doctors belie it. A sorting out process is going on here, the healthy from the unhealthy. A physician wipes at his brow with his handkerchief as several prisoners run back and forth, naked, before him. He makes his selections quickly: this one into this line, that one into that, and Goldberg moves them recording the names. Other groups of people run naked in front of other doctors and clerks. Notations are made and lines are formed. The sun beats down and the music lies. EXT. DEPOT - PLASZOW - DAY Some still pulling their clothes back on, the first wave of the "unfit" is marched onto the platform. A guard slides open the gate of a cattle car and this first unlucky group climbs aboard. EXT. APPELLPLATZ - PLASZOW - DAY Behind the camouflage of other women prisoners, Mila Pfefferberg rubs a beet against her cheeks in desperate hope of adding a little color to her skin. Amon Goeth, his shirtsleeves uncharacteristically rolled up, chats with one of the doctors as another group strips. Whether the topic is this Health Aktion or the unseasonable weather is unclear, but he nods approvingly. PFEFFERBERG (O.S.) Commandant, sir. Goeth glances up, finds Poldek among the group taking off their clothes. Pfefferberg appeals to him with a look that asks, Do I really have to go through this, and Goeth turns to a clerk. GOETH My mechanic. Pfefferberg is motioned away from the others; he's okay, he doesn't have to be put through this indignity. He calls out to the Commandant again -- PFEFFERBERG What about my wife? Goeth thinks about it a moment before he nods, Yeah, okay, sure. A clerk accompanies Pfefferberg and, making a notation on the way, finds Mila. EXT. DEPOT - PLASZOW - DAY The sun is higher, the cattle cars hotter. Prisoners' arms stretch out between the slats offering diamonds in exchange for a sip of water. EXT. PLASZOW - LATER - DAY The needle of the phonograph is set down on another record, a children's song, "Mammi, kauf mir ein Pferdchen" (Mommy, buy me a pony). Children are yanked from the arms of their parents. Wailing protests quickly escalate to brawls with the guards. Revolvers and rifles aim at the sun and fire. Music, shots, wails. INT. BARRACKS - SAME TIME - DAY Guards traipse through a deserted barracks peering up at the rafters, pulling planks from the floor, upending cots, looking for some children. EXT. BARRACKS - SAME TIME - DAY A small figure in red sprints across to another barracks, past it, to a crude wooden structure beyond it. INT. MEN'S LATRINES - SAME TIME - DAY An arm held out to either side, the small girl lowers herself into a pit into which men have defecated. She works her way slowly down, trying to find knee and toeholds on the foul walls, ignoring the flies invading her ears, her nostrils. Reaching the surface of the muck she lets her feet submerge, then her ankles, her shins, her knees, before finally touching harder ground. As she struggles to slow her breathing, her racing heart, she hears a hallucinatory murmur -- BOY'S VOICE This is our place. She sees eyes in the darkness; five other children are already there. EXT. DEPOT - PLASZOW - LATER - DAY Waves of heat rise from the roofs of the long string of cattle cars. Inside, those who "failed" the medical exams bake as they wait for the last cars to be filled. Schindler's Mercedes pulls up. He climbs out and stares transfixed. He notices Goeth then, standing with the other industrialists, Bosch and Madritsch, and strolls over to them. GOETH I tried to call you, I'm running a little late, this is taking longer than I thought. Have a drink. SCHINDLER What's going on? GOETH I got a shipment of Hungarians coming in, I got to make room for them. It's always something. He glances away at the train. The idling engine only partially covers the desperate pleas for water coming from inside the slatted cars. GOETH They're complaining now? They don't know what complaining is. He grins. Schindler watches as another car is loaded. It's like they're climbing into an oven. SCHINDLER What do you say we get your fire brigade out here and hose down the cars? Goeth stares at him blankly, then with a What-will-you-think- of-next? kind of look, then laughs uproariously and calls over to Hujar -- GOETH Bring the fire trucks! HUJAR What? Hujar heard him, he just doesn't get it. Finally he turns to another guy and tells him to do it. STREAM OF WATER CASCADE onto the scalding rooftops. The fire trucks are there, the hoses firing the cold water at the cars on the people inside who are roaring their gratitude. GOETH This is really cruel, Oskar, you're giving them hope. You shouldn't do that, that's cruel. And amusing, not just to Goeth, but to the other SS officers standing around as well. Oskar moves away to talk with one of the firemen. At full extension, apparently the hoses still only reach halfway down the long line of cars. He returns to Goeth. SCHINDLER I've got some 200-meter hoses back at D.E.F., we can reach the cars down at the end. Goeth finds this especially sidesplitting, and hollers -- GOETH Hujar! THE D.E.F. HOSES have arrived and are being coupled to Plaszow's. As the water drenches the cars further back, the people inside loudly voice their thanks, and the guards and officers outside grin at the spectacle. GUARD What does he think he's saving them from? The joke takes on new dimension when, from the back of the D.E.F. trucks, boxes of food are unloaded. Accompanied by the laughter of the SS, Schindler moves along the string of cars pushing sausages through the slats. GOETH Oh, my God. Goeth is almost hysterical. But slowly then, slowly, the amusement on his face fades. His friend moving along the cars bringing futile mercy to the doomed in front of countless SS men, laughing or not, is not just behaving recklessly here, it's as though he were possessed. The water rains down on the last car. EXT. D.E.F. - DAY A German staff car pulls in across the factory gate, blocking it. Two Gestapo men climb out. INT. D.E.F. FACTORY - DAY The girl who brought Schindler best wishes on his birthday glances up from her work to the Gestapo crossing through the factory. They climb the stairs to the upstairs offices and, moments later, appear behind Schindler's wall of glass. INT. SCHINDLER'S OFFICE - DAY Schindler leaning against his desk, drink in his hand, calmly tries to assess his humorless arresters. SCHINDLER I'm not saying you'll regret it, but you might. I want you to be aware of that. GESTAPO 1 We'll risk it. Schindler glances beyond them to a point outside his office, to Klonowska. She nods, she knows what to do, she'll make the phone calls, call in the favors. SCHINDLER All right, sure, it's a nice day, I'll go for a drive with you guys. He snuffs out his cigarette. INT. GESTAPO CAR - MOVING - DAY Settled comfortably in the backseat, Schindler glances idly out the window. As the car makes a turn, though, he looks back. Apparently he expected it to turn the other way. SCHINDLER Where are we going? The guys up front don't answer. Concern, for the first time, registers on Schindler's face. The car approaches a building block long with an ominous sameness to the windows. INT. MONTELUPICH PRISON - CRACOW - DAY Schindler is made to empty his pockets, his money, cigarettes, everything. Around him clerks speak in whispers, as if raised voices might set off head-splitting echoes along the narrow monotonous corridors. INT. MONTELUPICH PRISON - DAY He's led down a flight of stairs into a claustrophobic tunnel. He's taken past darkened cells. Past shadowy figures crouched in corners and on the floor. INT. CELL, MONTELUPICH PRISON - DAY A water bucket. A waste bucket. No windows. This is not a cell for dignitaries; this arrest is different. Schindler, incongruous with the dank surroundings in his double-breasted suit, slowly paces back and forth before his cellmate, a soldier who looks like he's been here forever, his greatcoat pulled up around his ears for warmth. SCHINDLER I violated the Race and Resettlement Act. Though I doubt they can point out the actual provision to me. (pause) I kissed a Jewish girl. Schindler forces a smile. His cellmate just stares. Now there's a crime; much more impressive, much more serious, than his own. INT. OFFICE - MONTELUPICH PRISON - DAY In a stiff-backed chair sits a very unlikely defender of racial improprieties -- Amon Goeth. To an impassive SS colonel behind a desk, Goeth tries to highlight extenuating circumstances: GOETH He likes women. He likes good-looking women. He sees a good-looking woman, he doesn't think. This guy has so many women. They love him. He's married, he's got all these women. All right, she was Jewish, he shouldn't have done it. But you didn't see this girl. I saw this girl. This girl was very good-looking. Goeth tries to read the guy behind the desk, but his face is like a wall. GOETH They cast a spell on you, you know, the Jews. You work closely with them like I do, you see this. They have this power, it's like a virus. Some of my men are infected with this virus. They should be pitied, not punished. They should receive treatment, because this is as real as typhus. I see this all the time. Goeth shifts in his chair; he knows he's not getting anywhere with this guy. He switches tacts: GOETH It's a matter of money? We can discuss that. That'd be all right with me. In the silence that follows, Goeth realizes he has made a serious error in judgment. This man sitting soberly before him is one of that rare breed -- the unbribable official. SS COLONEL You're offering me a bribe? GOETH A "bribe?" No, no, please come on... a gratuity. Suddenly the man stands up and salutes, which thoroughly confuses Goeth since Goeth is his inferior in rank. But he isn't saluting Goeth, he's saluting the officer who has just stepped into the room behind him. SCHERNER Sit down. The colonel sits back down. Scherner pulls up a chair next to Goeth. SCHERNER Hello, Amon. GOETH Sir. Scherner smiles and allows Goeth to shake his hand, but it's clear, even to Goeth himself, that he has fallen from grace. INT. GOETH'S VILLA - PLASZOW - NIGHT A tall, thin, gray Waffen SS officer has a request for the Rosner brothers. SS OFFICER I want to hear "Gloomy Sunday" again. He's drunk, morose; it seems unlikely he'll be on his feet much longer. Indeed, as Henry and Leo Rosner begin the son -- an excessively melancholy tale in which a young man commits suicide for love -- the field officer staggers over to a chair in the corner of the crowded room and slumps into it. SCHERNER We give you Jewish girls at five marks a day, Oskar, you should kiss us, not them. Goeth laughs too loud, drawing a weary glance from Scherner. Schindler smiles good-naturedly. He's out, a little worse for wear perhaps, a little more subdued than usual. Taking him away from the others, taking him into his confidence -- GOETH God forbid you ever get a real taste for Jewish skirt. There's no future in it. No future. They don't have a future. And that's not just good old- fashioned Jew-hating talk. It's policy now. THE THIN GRAY SS OFFICER is back in front of the musicians, swaying precariously, a drink in his hand -- SS OFFICER "Gloomy Sunday" again. Again they play the song. Again he staggers across the crowded room to his chair in the corner, paying no attention to the visiting Commandant from Treblinka or anybody else -- TREBLINKA GUY -- We can process at Treblinka, if everything is working? I don't know, maybe two thousand units a day. He shrugs like it's nothing, or with modesty, it's unclear. Goeth is dully impressed; Schindler, only politely so. TREBLINKA GUY Now Auschwitz. Now you're talking. What I got is nothing, it's like a... a machine. Auschwitz, though, now there's a death factory. There, they know how to do it. There, they know what they're doing. AGAIN THE GRAY OFFICER wavering before Henry and Leo. This time they don't wait for him to ask for it -- LEO ROSNER "Gloomy Sunday" As the man stumbles back to his chair, the Rosners not only play the song again, they play with it, and him, this one somber man in the corner staring at them almost gratefully, wrenching from the song all the sentimentality they can, as if they could actually drive him to kill himself. No one else in the room is aware of the exchange going on between them -- this man and this music -- which the brothers play as if it were an invocation. Eventually, though, someone does become aware, if not of the intention, at least of the repetition, and interrupts the spell -- GOETH Enough -- Jesus -- God -- The music falls apart. The brothers find Goeth in the crowd looking at them like, Come on, for Christ's sake play something else. Which they do -- defeated -- some innocuous Von Suppe. Goeth turns back to one of his guests. Glancing back, as they play, to the corner, the Rosners see the gloomy SS officer getting slowly up from his chair. He stands there for a moment, staring at nothing, then slowly makes his way out onto the balcony where he stands in the night air, absolutely still, in silhouette to the Rosners. And, ruining a perfectly good party, he takes out a gun and shoots himself in the head. EXT. D.E.F. - DAY From a distance, Schindler can be seen arguing with an SS officer who's trying to hand him papers, orders of some kind, which the irate industrialist refuses to accept. Here, closer, carrying blankets and bundles, Schindler's workers are marched under heavy guard out of the factory and its annexes and across the fortified yard. His people are being taken. Where, is unclear. Schindler abruptly breaks off the discussion with the SS man, climbs into his car and drives off. EXT. FOREST - PLASZOW - LATER - DAY A creek flowing gently through marshy ground under an umbrella of trees. Leo John and his five year old son, on their knees catching tadpoles, seem unaware of, or at least not distracted by, a ghastly endeavor going on beyond them: Bodies being exhumed out of the earth, out of the mass graves in the forest. The dead lay everywhere, victims of the ghetto massacre, victims of Plaszow. Arriving, Schindler sees Goeth standing up at the tree line. Approaching him, furious, he hesitates. He sees a wheelbarrow trundled by Pfefferberg, a corpse in it. He fears the body is Mila's, but then sees her trundling another barrow, another corpse in it. Goeth calls to Schindler -- GOETH Can you believe this? Goeth shakes his head, dismayed. Schindler joins him and stares at a pyre of bodies built by masked and gagging workers, layer upon layer. GOETH I'm trying to live my life, they come up with this? I got to find every body buried up here? And burn it? It's always something. He glances off. The pyre has reached the height of a man's shoulder. The workers move around it dousing it with gasoline. SCHINDLER You took my workers. GOETH (indignant) They're taking mine. When I said they didn't have a future I didn't mean tomorrow. (pause) Auschwitz. SCHINDLER When? GOETH I don't know. Soon. He sighs at the unfairness of it all, the dissolution of his kingdom. His glance finds his man, Leo John, over at the stream. GOETH This is good. I'm out of business and he's catching tadpoles with his son. Tight on the gleeful boy with a tadpole in his hand. Behind him, smoke from the pyre rises into the sky. INT. D.E.F. FACTORY - NIGHT Schindler, in silhouette against the wall of glass, stares down at his deserted factory, his silent machines, the dark empty spaces. INT. SCHINDLER'S APARTMENT - DAY Light pouring in through the windows. White sheets over the furniture like shrouds over the dead. Schindler's personal things are gone. EXT. POLAND/CZECHOSLOVAKIA BORDER - EVENING Schindler's Mercedes, the backseat piled high with suitcases. A border guard returns his passport to him. The barrier is lifted and he crosses into Czech countryside. INT. SQUARE, BRINNLITZ, CZECHOSLOVAKIA - MORNING A church in the main square of a sleepy hamlet. A priest and his parishioners, including Emilie Schindler, emerging from it, morning Mass over. Some guys outside a bar/café, hanging gout, drinking, notice the elegantly dressed gentleman outside the town's only hotel. They recognize him. They come over. SCHINDLER Hey, how you doing? BRINNLITZ GUY 1 Look at this. Schindler, the clothes, the car, the suitcases, the great difference between their respective stations in life. Somehow their old ne'er-do-well friend has managed to do quite well, and it amazes them. Across the square, Emilie has noticed him; and he, her. But neither makes a move toward the other. Finally she walks away; which Schindler interprets correctly to mean, Yes, check into the hotel. He tips the porter extravagantly and turns back to the guys from the bar. SCHINDLER Let me buy you a drink. INT. BAR - BRINNLITZ - NIGHT Except for the clothes of the working class clientele, the scene is reminiscent of the SS nightclub in Cracow: Schindler, the great entertainer, working his way around the tables making sure everybody's got enough to drink, making sure everybody's happy. A guy at a table with a girl gestures him over. BRINNLITZ GUY 2 Oskar - my friend Lena. SCHINDLER How do you do? (to them both) What can I get you, what're you drinking? BRINNLITZ GUY 2 Nothing's changed. Then again, something has changed, hasn't it? SCHINDLER Things worked out. I made some money over there, had some laughs, you know. It was good. BRINNLITZ GUY 2 Now you're back. SCHINDLER Now I'm back, and you know what I'm going to do now? I'm going to have a good time. So are you. He gestures to the bartender to refill his friend's and his date's drinks, pats the guy on the shoulder and wanders over to the next table. GIRL Who is he? The guy has to think; not because he doesn't know, but because his old friend Oskar is so many things it's hard to know which description to use. Finally -- BRINNLITZ GUY 2 He's a salesman. INT. HOTEL ROOM - BRINNLITZ - NIGHT A woman asleep in the bed. The girl from the bar. In his robe, at the window, Schindler calmly smokes as he stares out at the NIGHT EXT. BRINNLITZ - DAWN The town, off in the distance, nestled against the mountains. The sun, just coming up. Closer, here, ramshackle structures, a long abandoned factory of some kind. Schindler, in leather riding gear, climbs down off a Moto- Guzzi motorcycle. He slowly wanders around, peers in through broken windows, wanders around some more. Tight on his face, torn between conflicting choices, or realizing there's no choice, or only one choice, and hating it. SCHINDLER Goddamn it. EXT. BALCONY, GOETH'S VILLA - PLASZOW - DAY Schindler and Goeth on the balcony of the villa, drinking. GOETH You want these people. SCHINDLER These people, my people, I want my people. Goeth considers his friend, greatly puzzled. Below them lies the camp, still operating, at least for now, until the shipments can be arranged. GOETH What are you, Moses? What is this? Where's the money in this? What's the scam? SCHINDLER It's good business. GOETH Oh, this is "good business" in your opinion. You've got to move them, the equipment, everything to Czechoslovakia -- it doesn't make any sense. SCHINDLER Look -- GOETH You're not telling me something. SCHINDLER It's good for me -- I know them, I'm familiar with them. It's good for you -- you'll be compensated. It's good for the Army. You know what I'm going to make? SCHINDLER Artillery shells. Tank shells. They need that. Everybody's happy. GOETH Yeah, sure. Goeth finds this whole line of reasoning impossible to believe. He's sure Schindler's got something else going on here he's not telling him. GOETH You're probably scamming me somehow. If I'm making a hundred, you got to be making three. Schindler admits it with a shrug. GOETH If you admit to making three, then it's four, actually. But how? SCHINDLER I just told you. GOETH You did, but you didn't. Goeth studies him, searching for the real answer in his face. He can't find it. GOETH Yeah, all right, don't tell me, I'll go along with it, it's just irritating to me I can't figure it out. SCHINDLER All you have to do is tell me what it's worth to you. What's a person worth to you. Goeth thinks about it in the silence. Then a slow nod to himself. He's going to make some money out of this even if he can't figure it out. He smiles. GOETH What's one worth to you? That's the question. HARD CUT TO: THE KEYS OF A TYPEWRITER slapping a name onto a list -- 184 184 LEVARTOV -- the letters the size of buildings, the sound as loud as gunshots -- TIGHT ON THE FACE OF A MAN -- Rabbi Levartov -- the hinge- maker Goeth tried to kill with a faulty revolver -- THE KEYS HAMMER another name -- PERLMAN -- TIGHT ON TWO ELDERLY FACES -- a man, a woman -- the parents of "Elsa Krause." IN HIS SMALL CLUTTERED PLASZOW OFFICE -- Stern transcribes D.E.F.workers' names from a Reich Labor Office document to the list in his typewriter, Schindler's List. NAME -- A FACE -- NAME -- FACE -- NAME -- TIGHT ON SCHINDLER slowly pacing the six or seven steps Stern's cramped office allows, nursing a drink. SCHINDLER Poldek Pfefferberg... Mila Pfefferberg... THE KEYS typing ‘PFEFFE- PFEFFERBERG'S face, tight. MILA'S face, tight. CURRENCY, hard Reichmarks, in a small valise. As Goeth looks at it, he mumbles to himself -- GOETH A virus... MOVING DOWN THE LIST of names, forty, fifty. The sound of the keys. Stern pulls the sheet out of the machine, rolls in another, types a name. EQUIPMENT BEING LOADED onto trucks outside Madritsch's Plaszow factory. SCHINDLER You can do the same thing I'm doing. There's nothing stopping you. Madritsch is shaking his head ‘no' to Schindler's appeal to make his own list, to get his workers out. MADRITSCH I've done enough for the Jews. THE KEYS typing another name -- A FACE, a man, A FACE, a woman, A FACE, a child -- COGNAC SPILLING into a glass. The glass coming up to Schindler's mouth, hesitating there. SCHINDLER The investors. A NAME -- A FACE -- one of the original D.E.F. investors. ANOTHER NAME -- ANOTHER FACE -- another of the Jewish investors. SCHINDLER All of them. Szerwitz, his family. STERN GLANCES UP with a look that asks Schindler if he's sure about this one. He is. The keys type SZERWITZ -- TIGHT ON THE FACE of the investor who stole from Schindler, the one he threatened to have killed by the SS, and the faces of his sons -- THREE OR FOUR PAGES of names next to the typewriter. Stern, trying to count them, estimates -- STERN Four hundred, four fifty -- SCHINDLER More. THE TRUNK OF SCHINDLER'S MERCEDES yawning open. He takes a small valise from it and heads for Goeth's villa. THE KEYS typing ROSNER -- TIGHT ON Henry Rosner, the violinist. TIGHT ON his brother, Leo, the accordionist. SCHINDLER AND BOSCH, the other Plaszow industrialist. The same appeal Schindler made to Madritsch; the same answer, ‘no.' MOVING DOWN another page of names. STERN (O.S.) About six hundred -- SCHINDLER (O.S.) More. THE SOUND OF THE KEYS OVER the face of a boy, the "chicken thief." Over THE FACE OF A GIRL, the one who hid in the pit of excrement. Over the FACES we've never seen. STERN (O.S.) Eight hundred, give or take. SCHINDLER (angrily) Give or take what, Stern -- how many -- count them. STERN RUNS HIS FINGER down the pages of names, trying to count them more precisely. BLACKJACK, dealt by GOETH. They're betting diamonds, he and Schindler. A queen falls and Goeth groans his misfortune. THE FACE OF Goeth's maid. GOETH SWEEPS his hold card against the table, is thrown a four, sweeps it again and gets a jack. A NAME we don't recognize is typed. A FACE we don't recognize. INT. STERN'S OFFICE - PLASZOW - NIGHT Schindler leafing through the page of names, counting them, drinking, to the sound of the typewriter. Eventually, quietly to himself -- SCHINDLER That's it. Stern heard him and stops typing, glances over. SCHINDLER You can finish that page. Stern resumes where he left off, but then hesitates again. There's something he doesn't understand. STERN What did Goeth say? You just told him how many you needed? It doesn't sound right. And Schindler doesn't answer. He's avoided telling Stern the details of the deal struck with Goeth, and balks telling him now. Finally awkwardly -- SCHINDLER I'm buying them. I'm paying him. I give him money, he gives me the people. (pause) If you were still working for me I'd expect you to talk me out of it, it's costing me a fortune. Stern had no idea. And has no idea now what to say. Schindler shrugs like it's no big deal, but Stern knows it is. SCHINDLER Give him the list, he'll sign it, he'll get the people ready. I have to go back to Brinnlitz, to take care of things on that end, I'll see you there. Stern is really overcome by what this man is doing. What he can't figure out is why. Silence. And then -- SCHINDLER Finish the page. Stern turns back, does as he's told. Schindler drinks. Nothing but the sound of the typewriter keys. And then nothing at all. The page is done. The rest will die. INT. TOWN COUNCIL HALL - BRINNLITZ - NIGHT Schindler in front of a large assembly, party pin in his lapel, as usual, imposing SS guards on either side of him. SCHINDLER This is my home. He looks out over his audience, the citizens of Brinnlitz, local government officials, many of them appearing bewildered by him or the "situation" that has arisen. SCHINDLER I was born here, my wife was born here, my mother is buried here, this is my home. His estranged wife is there. So are the guys he was drinking with. SCHINDLER Do you really think I'd bring a thousand Jewish criminals into my home? Everyone seems to breathe sighs of relief as if they've been waiting for him to say this, to dispel the disturbing rumors they've heard. SCHINDLER These are skilled munitions workers -- they are essential to the war effort -- The noise begins, his audience's angry reaction. Raising pitch of his own voice -- SCHINDLER -- It is my duty to supervise them -- and it is your duty to allow me -- He barely gets it all out before the protests drown him out. The uproar reaches such a clamoring level there's no point in his continuing. GOETH'S VILLA - PLASZOW - DAY Goeth, at his writing desk, endures the bureaucratic tedium of signing memoranda, transport orders, requisitions. He comes to Schindler's list, initials each page and signs the last with no more interest than the others. He hands the whole stack of paperwork to Marcel Goldberg, Personnel Clerk, Executor of Lists, Gangster. INT. OFFICE, ADMINISTRATION BUILDING - PLASZOW - DAY Goldberg has the signature page of the list in a typewriter. He carefully aligns it and types his own name in a space allowed by the bottom margin. EXT. SCHINDLER'S BRINNLITZ FACTORY SITE - DAY At a folding table in the middle of the field, Schindler signs his name to Reich Main Office directives, Evacuation Board and Department of Economy form, Armaments contracts. Around him, the new camp is taking shape: Electric fences are going up, watchtowers, barracks; shipments of heavy equipment, huge Hilo machines, are being off-loaded from flatbed train cars; SS engineers stand around frowning at the lay of the land, some drainage problem no doubt. EXT. DEPOT - PLASZOW - DAY A train full of people destined for Auschwitz pulls away from the platform. As Goldberg gathers his paperwork, a prisoner approaches him. PRISONER Am I on the list? GOLDBERG What list is that? He knows what the prisoner means and the prisoner knows he knows. He means Schindler's List. GOLDBERG The good list? Well, that depends, doesn't it? The prisoner knows that, too, and discreetly turns over to Goldberg a couple of diamonds from the lining of his coat. INT. GOLDBERG'S OFFICE - PLASZOW - NIGHT Names on a notepad, the first few crossed out. Goldberg types the next name onto a page of The List, squeezing it into the upper margin, and crosses that one out on the pad. He rolls the page down, types another name, tires of the exacting task, tears the handwritten page of names from the notepad, crumples it and throws it away. EXT. BRINNLITZ - NIGHT Schindler, on his way back to his hotel after a night of drinking, is jumped by three guys, wrestled to the ground and brutally kicked. As the forms of his attackers move away, he catches a glimpse of one of them -- his "friend" who admired his car when he first arrived back in town. INT. MECHANICS GARAGE - PLASZOW - DAY Pfefferberg, his head under the hood of a German staff car, adjusting the carburetor. Goldberg comes in. GOLDBERG Hey, Poldek, how's it going? (Pfefferberg ignores him) You know about the list? You're on it. PFEFFERBERG Of course I'm on it. GOLDBERG You want to stay on it? What do you got for me? Pfefferberg glances up from his work and studies the blackmailing collaborator for a long moment. PFEFFERBERG What do I got for you? GOLDBERG Takes diamonds to stay on this list. Pfefferberg suddenly attacks him with the wrench in his hand, beating him across the shoulders and head with it. PFEFFERBERG I'll kill you, that's what I got for you. Goldberg goes down, tries to scramble away on his knees, the blows coming down hard on his back. GOLDBERG All right, all right, all right. He makes it outside the garage and runs. EXT. DEPOT - PLASZOW - DAY A cattle car is coupled to another, the pin dropped into place. On the platform, clerks at folding tables shuffle paper while others mill around with clipboards, calling out names. Thousands of prisoners on the platform, some climbing onto strings of slatted cars on opposing tracks. Some already in them, most standing in lines, changing lines, the end of one virtually indistinguishable from the beginning of another. Paperwork. Lists of names. Pens in hands checking them off. Some bound for Brinnlitz, the rest for Auschwitz, if they can be properly sorted from one another. A boy is allowed to remain in a line with his father; his mother is taken to another line composed of women and girls. This segregation is the only recognizable process going on; the others, if they exist, are apparent only to the clerks and guards, and maybe not even to them. It is chaos. EXT. COUNTRYSIDE - NIGHT A train snakes across the dark landscape. INT. CATTLE CAR - MOVING - NIGHT Stern, wedged into a corner of an impossibly crowded car. This train may be headed for Schindler's hometown, but it is no more comfortable than the others on their way to Auschwitz -- Birkenau. EXT. CROSSING - POLAND - DAY The train idles at a crossing in the middle of nowhere. Moving across the faces peering out from between the slats, it becomes apparent there are only male prisoners aboard. Below, on a dirt road, a lone Polish boy stands watching. Just before an empty train roars past from the other direction obscuring him, his hand comes up and across his neck making the gesture of a throat being slit. EXT. DEPOT - BRINNLITZ - DAY The train pulls into the small quiet Brinnlitz station. The doors are opened and the prisoners begin climbing down. At the far end of the platform, flanked by several SS guards, stands Schindler. To his customary elegant attire he has added a careless accouterment, a Tyrolean hat. EXT. BRINNLITZ - DAY Leading a procession of nine hundred male Jewish "criminals" through the center of town, Schindler ignores the angry taunts and denouncements and the occasional rock hurled by the good citizens of Brinnlitz lining the streets. INT. BRINNLITZ MUNITIONS FACTORY - DAY Under the towering Hilo machines, a meal of soup and bread awaits the workers. As they're sitting down to it, Schindler addresses them -- SCHINDLER You'll be interested to know I received a cable this morning from the Personnel Office, Plaszow. The women have left. They should be arriving here sometime tomorrow. He sees Stern among the workers, smiles almost imperceptibly, turns and walks away. EXT. RURAL POLAND - DAY A train backs slowly along the tracks toward an arched gatehouse. The women inside the cattle cars don't need a sign to tell them where they are, they've seen this place in nightmares. Pillars of dark smoke rise from the stacks into the sky. It's Auschwitz. EXT. AUSCHWITZ - DAY The stunned women climb down from the railcars onto an immense concourse bisecting the already infamous camp. As they're marched across the muddy yard by guards carrying truncheons, Mila Pfefferberg stares at the place. It' so big, like a city, only one in which the inhabitants reside strictly temporarily. To Mila, under her breath -- WOMAN Where are the clerks? So often terrified by the sight of a clerk with a clipboard, it is the absence of clerks which unsettles the woman now, as though there remains no further reason to record their names. Mila's eyes return to the constant smoke rising beyond the birch trees at the settlement's western end. INT. OFFICES - BRINNLITZ FACTORY - DAY Schindler comes out of his office and, passing Stern's desk, mumbles -- SCHINDLER They're in Auschwitz. Before Stern can react, Schindler is out the door. EXT. BRINNLITZ FACTORY - MOMENTS LATER - DAY As he strides across the factory courtyard toward his motorcycle, Schindler is intercepted by some Gestapo men who have just emerged from their car. GESTAPO Your friend Amon Goeth has been arrested. SCHINDLER (pause) I'm sorry to hear that. GESTAPO There are some things that are unclear. We need to talk. SCHINDLER I'd love to, it'll have to wait until I get back. I have to leave. The looks on their faces tell him he's not going anywhere. SCHINDLER All right, okay, let's talk. GESTAPO In Breslau. SCHINDLER Breslau? I can't go to Breslau. Not now. These guys are serious. EXT. AUSCHWITZ - DAY A young silver-haired doctor moves slowly along rows of Schindler's women, considering each with a pleasant smile even as he makes his selections, with tiny gestures, for the death chambers. He pauses in front of one. YOUNG DOCTOR How old are you, Mother? She could lie, and he'd have killed her for it. She could tell the truth, and he'd have her killed for that, too. WOMAN (pause) Sir, a mistake's been made. We're not supposed to be here, we work for Oskar Schindler. We're Schindler Jews. The doctor nods pensively, understandingly, it seems. Then -- YOUNG DOCTOR And who on earth is Oskar Schindler? He glances around hopelessly. One of the SS guards who accompanied the women from Plaszow speaks up -- PLASZOW GUARD He had a factory in Cracow. Enamelware. The doctor nods again as if the information were valuable, as if it meant something to him. It doesn't. YOUNG DOCTOR A potmaker? He smiles to himself and gets on with the "examination," this woman to this line, this other one to that. INT. CELL - SS PRISON, BRESLAU - DAY In a dank cell, in uniform, Amon Goeth waits. Schindler is on his way, hopefully. Maybe he's already here. Schindler will vouch for him. Schindler will straighten this out. INT. SS PRISON, BRESLAU - DAY In a large room, Schindler sits before a panel of twelve sober Bureau V investigators and a judge of the SS court. INVESTIGATOR Everything you say will be held in confidence. You are not under investigation. You are not under investigation. Mr. Goeth is. He is being held on charges of embezzlement and racketeering. You're here at his request to corroborate his denials. Our information onto his financial speculations comes from many sources. On his behalf there is only you. We know you are close friends. We know this is hard for you. But we must ask you -- SCHINDLER He stole our country blind. INT. BRINNLITZ FACTORY - DAY In Schindler's absence, the workers attempt to operate the unfamiliar machines, to figure out the unfamiliar process of manufacturing artillery shells. There's movement, there's noise, the machines are running, but little is being produced. Untersturmfuhrer Jose Liepold, the Commandant of Schindler's new subcamp, moves through the factory conducting an impromptu inspection. He points out to a guard a kid no more nine, sorting casings at a work table, and another boy, ten or eleven, carrying a box. EXT. BARRACKS - AUSCHWITZ - NIGHT Mila and another woman cross back toward their barracks carrying a large heavy pot of broth. Not more than a hundred meters away stand the birch trees and crematoria, the smoke pluming even now, at NIGHT out of the darkness appear "apparitions," skeletal figures which surround the two women, or rather the soup pot between them, dipping little metal cups into it, over and over. Too startled to speak, Mila can only stare. The apparitions clamor around the pot a moment more, than furtively slip back into the same darkness from which they came. Mila and the other woman exchange a glance. The pot is empty. MILA Where's Schindler now? INT. HOSS' HOUSE - AUSCHWITZ - NIGHT In his en, over cognac, Auschwitz Commandant Rudolf Hoss considers the documents Schindler has brought: the list, the travel papers, the Evacuation Board authorization. Hoss nods at them, then at Schindler. HOSS You're right, a clerical error has bee made. (pause) Let me offer you this in apology for the inconvenience. I have a shipment coming in tomorrow, I'll cut you three hundred from it. New ones. These are fresh. Schindler seems to think about the offer as he nurses his drink. It's "tempting." HOSS The train comes, we turn it around, it's yours. SCHINDLER I appreciate it. I want these. The ones on the list in Hoss' hand. Silence. Then: HOSS You shouldn't get stuck on names. Why, because you get to know them? Because you begin to see them as human beings? Schindler suddenly has the awful feeling that the women are already dead. Hoss misinterprets the look. HOSS That's right, it creates a lot of paperwork. EXT. CONCOURSE - AUSCHWITZ - DAY A large assembly of women. Guards calling out names from a list. As each woman steps out of line, a guard unceremoniously brushes a swathe of red paint across her clothes. New columns are formed. EXT. TRAIN YARD - AUSCHWITZ - DAY Schindler, standing at the end of the platform stone-faced, watches the women whose names he is "stuck on," whose clothes are slashed with red paint, climbing onto the cattle cars. As the cars fill, a train on another track arrives. The "fresh" ones Schindler turned down. As the gates are closed on the women's cars, the gates of the others are opened and the people spill out. A horrified cry suddenly breaks through the noise of the engines. One of Schindler's women, locked in, has seen her son among those coming down off the train on the opposing track. Another cry erupts, and another, another, as the women spot their children, confiscated from the Brinnlitz factory, brought here. Schindler becomes aware of what's happening and, passing over other children, tries to corral these particular boys, many of whom have noticed their mothers now and are echoing their tortured cries with their own. Schindler manages to gather them together, the fifteen or twenty boys, and, in the middle of the crowded platform, appears to a guard: SCHINDLER These are mine. They're on the list. These are my workers. They should be on the train. He points across to the women's train, then down to the boys. SCHINDLER They're skilled munition workers. They're essential. The guard glances from the frantic gentleman to the anxious brook around him. These are essential workers? GUARD They're boys. SCHINDLER Yes. Schindler is nodding his head, trying to think. The women are shrieking their sons' names. The guard, who heard it all, every excuse imaginable, is just turning away when Schindler thrusts his smallest finger at him. SCHINDLER Their fingers. They polish the insides of shell casings. How else do you expect me to polish the inside of a 45 millimeter shell casing? The guard stares at him dumbly. This he hasn't heard. EXT. BRINNLITZ CAMP - DAY Like a mirage in the distance they appear -- the women, the children, guards, Schindler, marching across a field toward the factory. At the perimeter of the camp, at the wire, the men watch the approaching procession. It appears to them that the women are covered in blood -- or -- could it be paint? They're walking, they're fine, some are even smiling. Liepold isn't smiling. Neither is Schindler; at least not on the outside. INT. BRINNLITZ FACTORY - DAY The machines are silent, the people are not. Women are in their husbands' arms, sons in their fathers'. There's food on the tables but it's largely ignored, the reunion taking precedence. INT. SS MESS HALL - SAME TIME - DAY Schindler stands before the assembled camp guards. They are seated at the long tables, their food getting cold, waiting for him to say whatever it is he has to say. SCHINDLER Under Department W provisions, it is unlawful to kill a worker without just cause. Under the Businesses Compensation Fund I am entitled to file damage claims for such deaths. If you shoot without thinking, you go to prison and I get paid, that's how it works. So there will be no summary executions here. There will be no interference of any kind with production. In hopes of ensuring that, guards will no longer be allowed on the factory floor without my authorization. His eyes meet Liepold's, hold his icy stare, then return to the guards, most of whom look like tired middle-aged reservists. SCHINDLER For your cooperation, you have my gratitude. As he steps away he gestures to some kitchen workers. They tear open cases of schnapps and begin setting the bottles out on the tables. INT. BRINNLITZ FACTORY - DAY Schindler strolls through his factory looking over the shoulders of the workers, nodding his approval. The place is in full operation, finally; the people, having figured out the complicated Hilos, turning out shells by the caseload. Schindler pauses at one of the machines. SCHINDLER How's it going? WORKER Good. It's taken a while to calibrate the machines, but it's going good now. SCHINDLER Good. Schindler nods. Then frowns. He leans down and taps at the crystal of one of the gauges. SCHINDLER This isn't right, is it? The worker kneels down, takes a look. It looks right to him. Reaching over, Schindler changes the calibration of the machine with a cavalier adjustment to a knob -- and all the gauge readings shift. SCHINDLER There. That looks right. He wanders off. The worker stares after him. He's just screwed up settings that took weeks to get right. Schindler comes up to another worker, Levartov, the hingemaker. He's at a machine buffing shells. SCHINDLER How's it going, Rabbi? LEVARTOV Good, sir. Schindler nods, watches him work, eventually glances away. SCHINDLER Sun's going down. Levartov, following Schindler's gaze, nods uncertainly. SCHINDLER It is Friday, isn't it? LEVARTOV Is it? SCHINDLER You should be preparing for the Sabbath, shouldn't you? What are you doing here? Levartov just stares. It's been years since he's been allowed, indeed inclined, to perform Sabbath rites. SCHINDLER I've got some wine in my office. Why don't we go over there, I'll give it to you. Come on, let's go. Schindler heads off. The rabbi keeps staring. Schindler gestures back to him, offering casually -- SCHINDLER Come on. Levartov looks around. Finally, he hangs up his goggles and follows after Schindler. INT. WORKERS BARRACKS - NIGHT Under the shadow of a watchtower, among the roof-high tiers of bunks strung with laundry, Levartov recites Kiddush over a cup of wine to workers gathered around him. INT. GUARDS BARRACKS - NIGHT On their bunks, the guards relax with schnapps, cards and magazines. One of them becomes distracted by a distant sound. Some of the others begin to hear it. GUARD What is that? Conversations cease. The barracks gradually becomes quiet, silent, all the guards straining to hear. It sounds like... singing. It sounds like Yiddish singing. EXT. BRINNLITZ CAMP - SAME TIME - NIGHT On a watchtower, a night sentry, unsure where it's coming from, listens to the distant singing. It seems like it's emanating from the surrounding hills, from the trees. INT. LIEPOLD'S QUARTERS - SAME TIME - NIGHT At his small desk, Liepold is typing a letter, denouncing Schindler most likely. The pounding keys bury all other sounds but when he pauses to reread what he's typed, he hears it, the singing, faint, far away. He goes to his window, peers out, listens for a moment more, then hears nothing. Only the night creatures. INT. APATMENT BUILDING - BRINNLITZ - NIGHT The door to an apartment opens from the inside revealing Emilie Schindler. She coolly considers the visitor on her doorstep, her estranged husband, looking great as usual, bottle of wine in his hand, smiling as if nothing is wrong between them, as if nothing is wrong in the entire world. INT. EMILIE'S APARTMENT - NIGHT The two of them at the kitchen table in a modest apartment, drinking, at least he is. He's trying to ask her something, but he's not sure how to put it, he wants to get it right. Finally the words just tumble out -- SCHINDLER I want you to come work for me. There, he's said it. But the bewildered look on Emilie's face wonders, That's what was hard for you to say? SCHINDLER You don't have to live with me, I wouldn't ask that. (pause) It's a nice place. You'd like it. It looks awful. You get used to that. She's the only woman he's even known who could make him nervous just sitting across a table from him, saying nothing. SCHINDLER All right -- (now he'll be honest) We can spend time together that way. We can see each other, see how it goes -- without the strain of -- whatever you want to call it when a man, a husband and a wife go out to dinner, go have a drink, go to a party, you know. This way we'll see each other at work, there we are, same place, we see how it goes... His voice trails off. A shrug adds, What do you think? She doesn't answer, but she does love him. He loves her, too. It really is a shame they're not right for each other and never will be. INT. OFFICES - BRINNLITZ FACTORY - DAY Stern glances up from his work; Schindler and Emilie have come in and are walking toward the accountant's desk. He gets up. SCHINDLER Itzhak Stern, Emilie Schindler. My wife. Like the doormen and waiters of Cracow, Stern too never imagined Schindler was married and has trouble hiding his astonishment now. He extends his hand to her. STERN How do you do? EMILIE How do you do? STERN Stern is my accountant and friend. It sounds strange to Stern hearing Schindler actually say it. He's never said it before. SCHINDLER Emilie's offered to work in the clinic. To... work there. He's not sure what she's going to do there, she's not a nurse or a doctor. STERN (to her) That's very generous of you. SCHINDLER Yes. Schindler nods, looks around, shrugs, offers his arm to his wife, perhaps to take her on a tour of the place. STERN It was a pleasure meeting you. EMILIE Pleasure meeting you. The Schindlers leave. Stern sits back down at his desk and smiles. He's never seen Schindler so uncomfortable. INT. MACHINE SHOP - BRINNLITZ FACTORY - DAY Schindler comes in carrying a radio. He sets it down on a bench where Pfefferberg's working on the frame of a machine motor with a blow torch. SCHINDLER Can you fix it? The radio. PFEFFERBERG What's wrong with it? SCHINDLER How should I know? It's broken. See what you can do. He leaves. Pfefferberg plugs it into an outlet and switches it on. It works perfectly. A waltz. INT. BARRACKS - BRINNLITZ CAMP - NIGHT In a male barracks, a group of workers including Pfefferberg huddle in a corner around the radio, straining to hear through heavy static a broadcast by the BBC, the Voice of London, a sketchy report of an Eastern offensive by Allied Russian forces. INT. CLINIC - BRINNLITZ CAMP - DAY As a camp doctor attends to sufferers of dysentery, Schindler and Emilie sort pairs of prescription glasses from a parcel, shipped from Cracow. Stern comes in. STERN We need to talk. SCHINDLER Stern. Schindler sifts through the glasses still in the box, comes up with a particular pair and holds them proudly. Not quite sure what he's seeing is real -- STERN They arrived. SCHINDLER They arrived, can you believe it? Stern allows himself a smile, a rare thing for him. Schindler carefully slips the new glasses onto the accountant's face. He looks around the clinic, Stern, eventually settling on Emilie, crystal clear, standing near a picture on the wall which, in other circumstances, he'd find less than reassuring: Jesus, his heart exposed and in flames. INT. CLINIC - LATER - DAY In a quiet corner of the clinic, Schindler concentrates on the disquieting news Stern has brought him: STERN We've received a complaint from the Armaments Board. A very angry complaint. The artillery shells, the tank shells, rocket casings -- apparently all of them -- have failed quality-control tests. Schindler nods soberly. Then dismisses the problem with a shrug. SCHINDLER Well, that's to be expected. They have to understand. These are start- up problems. This isn't pots and pans, this is a precise business. I'll write them a letter. STERN They're withholding payment. SCHINDLER Well, sure. So would I. So would you. I wouldn't worry about it. We'll get it right one of these days. But Stern is worried about it. STERN There's a rumor you've been going around miscalibrating the machines. (Schindler doesn't deny it) I don't think that's a good idea. SCHINDLER (pause) No? Stern slowly shakes his head 'no.' STERN They could close us down. Schindler eventually nods, in agreement it seems. SCHINDLER All right. Call around, find out where we can buy shells and buy them. We'll pass them off as ours. Stern's not sure he sees the logic. Whether the shells are manufactured here or elsewhere, they'll still eventually reach their intended destination, into the hearts and heads of Germany's enemies. STERN I know what you're saying, but I don't see the difference. SCHINDLER You don't? I do. I see a difference. STERN You'll lose money. That's one difference. SCHINDLER Fewer shells will be made. That's another difference. The main one. The only one Schindler cares about. Silence. Then: SCHINDLER Stern, if this factory ever produces a shell that can actually be fired... I'll be very unhappy. INT. BRINNLITZ FACTORY - DAY A nineteen year old boy with his hands in the air stands terrified before Commandant Liepold and the revolver he wields. Workers, trying to reduce the likelihood of getting hit by a stray bullet when Liepold fires on the boy -- which seems a certainty -- scramble out of the way. SCHINDLER (O.S.) Hey. Liepold swings the gun around at the voice, pointing it for a moment at Schindler, who is striding toward him, then aims the barrel back at the boy's head, and yells -- LIEPOLD Department W does not forbid my presence on the factory floor. That is a lie. He waves a document at Schindler, throws it at him. Schindler doesn't bother picking it up. Instead, pointing at the boy, he yells to Liepold -- SCHINDLER Shoot him. Shoot him! Liepold is so startled by the command, he doesn't shoot. He doesn't lower the gun, though, either. SCHINDLER Shoot him without a hearing. Come on. His finger is on the trigger, Liepold is torn, frustrated, hating the situation he has created. As the moments without a blast stretch out, both and Schindler begin to settle down. LIEPOLD He sabotaged the machine. Schindler glances to the boy. Then at the silent Hilo beside him. Part of it is blackened from an electrical fire. To the boy, concerned -- SCHINDLER The machine's broken? The boy, too terrified to speak, nods. LIEPOLD The prisoner is under the jurisdiction of Section D. I'll preside over the hearing. SCHINDLER But the machine. Liepold glances to him. He seems almost distraught by the destruction of the machine, Schindler. SCHINDLER The machine is under the authorization of the Armaments Inspectorate. I will preside over the hearing. Liepold isn't sure that's correct, but he has no documentation, at least not on him, to refute it. INT. FACTORY - NIGHT In the machine-tool section, a "judicial table" has been set up. At it sit Schindler, Liepold, two other SS officers, and an attractive German girl, a stenographer. The "saboteur," the boy, Janek, stands before the court. JANEK I'm unfamiliar with the Hilo machines. I don't know why I was assigned there. Commandant Liepold was watching me trying to figure it out. I switched it on and it blew up. I didn't do anything. All I did was turn it on. Gone tonight is Schindler's usual shop-floor familiarity. He studies the boy solemn-faced. SCHINDLER If you're not skilled at armaments work, you shouldn't be here. JANEK I'm a lathe operator. Schindler dismisses the defensive comment with a wave of his hand and gets up. He comes around and paces slowly before the boy. Eventually, Janek dares to speak again -- JANEK Sir? Schindler glances up at him distractedly. JANEK I did adjust the pressure controls. Schindler stops, looks to the panel, and back to the boy. SCHINDLER What? JANEK I know that much about them. Somebody had set the pressure controls wrong. I had to adjust -- Schindler slams the back of his hand so hard across Janek's face, the boy almost falls. He's stunned. So are the others at the table. They've never seen such violence from the Direktor. He roars -- SCHINDLER The stupidity of these people. I wish they were capable of sabotaging a machine. Schindler's hand comes up again and Janek recoils, expecting another blow. Schindler manages to hold it. SCHINDLER Get him out of my sight. A guard escorts the prisoner away. The panel members glance among themselves. Is that it? Schindler faces them and groans in dismay. INT. LIEPOLD'S QUARTERS - NIGHT Liepold at his desk, typing again. This time there is no doubt he is composing a letter denouncing Schindler. INT. HOUSE - BRINNLITZ - NIGHT Schindler and Emilie, her arm in his, stand around like unwanted guests at the party. They probably are. Him anyway. The other guests include local politicians who fought and failed to keep his camp out of Brinnlitz. Whenever his glance meets one of theirs, they smile tightly. SCHINDLER (to Emilie) Isn't this nice. It's not at all nice. He feels out of place, a feeling he's not accustomed to. Fortunately, a man in uniform, someone Schindler can relate to, approaches cheerfully, his hand outstretched. RASCH Oskar, good of you to come. SCHINDLER Are you kidding, I never miss a party. Police Chief Rasch, my wife Emilie. RASCH How do you do? EMILIE You have a lovely home. It is nice. Big. The man lives well. RASCH Thank you. SCHINDLER I need a drink. RASCH Oh, God, you don't have a drink? SCHINDLER (to Emilie) Wine? She nods. Schindler goes off in search of the bartender. Rasch watches after him. RASCH Your husband's a very generous man. EMILIE (wry) He's always been. INT. RASCH'S STUDY - LATER - NIGHT Rasch and Schindler sharing cognac in the privacy of the Police Chief's study. Beyond the closed doors, the party continues, the sounds filtering in. SCHINDLER I need guns. Rasch calmly nurses his drink, his eyes revealing nothing of what's going on behind them, except that the statement requires some elaboration. SCHINDLER One of these days the Russians are going to show up unannounced at my gate. I'd like the chance to defend myself. I'd like my wife to have that chance. My civilian engineers. My secretary. RASCH (pause; then, philosophically) We're losing the war, aren't we. SCHINDLER It kind of looks that way. RASCH (blithely) Pistols? SCHINDLER Pistols, rifles, carbines ... (long pause) I'd be grateful. Rasch smiles faintly. Yes, he's familiar, as are officials throughout much of Europe, with the gratitude of Oskar Schindler. INT. MACHINE SHOP - BRINNLITZ CAMP - NIGHT Poldek Pfefferberg holds up a pistol, feels its weight, points it. SCHINDLER (calmly) Careful. Pfefferberg smiles, lowers the gun, kneels beside an open crate of weapons: a couple of revolvers and rifles, an old carbine. INT. FACTORY - DAY From high above the factory, Stern can be seen among the machines talking with a worker. The man points up and returns to his work. Stern stares up, puzzled. He locates a ladder that connects the shop-floor to a series of overhead planks and, with trepidation, climbs. He reaches a shaky landing high above the machines, navigates the primitive catwalks with great care, comes to a large water tank near the workshop ceiling. SCHINDLER Stern. Above the rim of the tank, amid rising steam, Schindler's head appears. Then disappears. Stern climbs a set of rungs on the tank, reaches the top and finds inside, lolling in the steaming water, Schindler and the blonde stenographer from the trial. STERN Excuse me. Neither Schindler nor the blonde seems the least bit embarrassed. Only Stern. He tries hard to pretend the girl isn't there, but he just can't. STERN I'll talk to you later. SCHINDLER No, no, what, what is it? Schindler floats over closer to him, waits for him to report whatever it is he has come to report, leans closer. Finally, quietly -- STERN Do you have any money I don't know about? Hidden away someplace? Schindler thinks long and hard... SCHINDLER No. Silence except for the gently lapping water. Half-joking -- SCHINDLER Why, am I broke? Stern glances away, doesn't answer, just stares off. And a slight, slight smile, a gambler's philosophical smile upon being purged of his wealth, appears on Schindler's face. EXT. RURAL BRINNLITZ - DAY In the distance, a lone boxcar, stark against the winter landscape. There are patches of snow on the ground. A cold wind blows through bare trees. SCHINDLER (V.O.) Poldek. INT. MACHINE SHOP - BRINNLITZ CAMP - DAY Tight on Poldek Pfefferberg's eyes behind a welder's mask. He turns from his work to the voice, welding torch in his hand. EXT. RURAL BRINNLITZ - DAY The torch firing at ice as hard as metal, blue flame, white steam. Pfefferberg's eyes behind the mask again, concentrating. Around the abandoned boxcar, in the gruesome cold, stand Schindler, Emilie, a doctor, some workers and some SS guards, watching, waiting. Pfefferberg steps back. Sledge hammers pound at locks. Hands pull at levers. The doors begin to slide. Out of darkness, from inside the boxcar as the doors slide open, Schindler's face is revealed, tight. He stares for an interminable moment before walking slowly away. Inside the boxcar is a tangle of limbs, a pyramid of corpses, frozen white. From a distance, a tableau: the boxcar, the workers and guards and Emilie outside it, Schindler, off to himself several steps away, all of them still as statues. EXT. CATHOLIC CEMETERY - OUTSIDE BRINNLITZ - DAY Beyond a country church, among the stone markers of a small cemetery, walk Schindler and a priest. SCHINDLER It's been suggested I cremate them in my furnaces. As a Catholic I will not. As a human being I will not. The priest nods; he seems relatively empathic. He offers an alternative -- PRIEST There's an area beyond the church reserved for the burial of suicides. Maybe I can convince the parish council to allow them to be buried there. SCHINDLER These aren't suicides. The priest knows that. But he also knows that the provisions of Canon Law regarding who can and cannot be buried in consecrated ground are narrow. SCHINDLER These are victims of a great murder. INT. BRINNLITZ FACTORY - DAY In a corner of the factory, workers hammer at pine lumber. They are building coffins. EXT. BRINNLITZ FACTORY - DAY As workers harness horses to carts, others hoist the coffins into them. Schindler is there, watching. He glances up at one of the guard towers, expecting, perhaps, to be felled by a bullet. EXT. BRINNLITZ FACTORY - DAY Beyond the wire, Rabbi Levartov leads the horse-drawn carts. Around him walk a minyan -- a quorum of ten males necessary for the rite. A few guards lag behind. INT. BRINNLITZ FACTORY - SAME TIME - DAY Work continues, but it's apparent in their eyes they are only physically here; in spirit they are all walking alongside the carts, one great moral force. The roar of a machine suddenly, inexplicably, dies. Then another. And another. Schindler, standing at the main power panel, pulls the last of the switches, and the factory plunges into absolute silence. EXT. CATHOLIC CEMETERY - DAY Just beyond the perimeter of the Catholic cemetery, the minyan quickly and quietly recites Kaddish over the dead as their coffins are lowered into individual graves. Then, there is only a low breathing of wind. EXT. BRINNLITZ CAMP - ANOTHER DAY Amon Goeth, in civilian clothes, emerges from a car. His eyes, sallow from inadequate sleep, sweep across the fortified compound with envy. It's a nice place Oskar's got here. INT. OFFICE - BRINNLITZ FACTORY - SAME TIME - DAY Stern, at a window, stares down at Goeth beside his car. Softly, gravely -- STERN What's he doing here? Schindler appears beside Stern, glances down. He's lost weight, Goeth. The old suit he wears seems too big for him. Alone down there he seems disoriented. SCHINDLER Probably looking for a handout. INT. BRINNLITZ FACTORY - DAY Workers glance up at a horrible apparition from the pit of their foulest dreams -- Amon Goeth crossing through the factory. Schindler, his arm around the killer's shoulder as if he were a long lost brother, leads him across the shop-floor, proudly pointing out to him the huge thundering Hilo machines. INT. OFFICES, BRINNLITZ FACTORY - DAY Schindler takes an old suitcase from his office closet, sets it on his desk, snaps it open revealing clothes, Goeth's uniforms, his medals. The ex-Oberstrumfuhrer touches the fabric gently, then glances up gratefully to his friend. GOETH Thank you. INT. OUTER OFFICES - BRINNLITZ FACTORY - DAY Beyond the frosted glass of Schindler's office door, Stern can see the wavering forms of the two Nazi Party members sharing cognac and stories. INT. BRINNLITZ FACTORY - DAY Warmed by cognac and friendship, Goeth comes through the factory again carrying the suitcase, Schindler at his side, steering him to some degree. Goeth's hand comes up to his cheek as if to brush away a bothersome fly. But it isn't a fly. One of the workers has spit on him. He turns in disbelief. Silence as his hand drops to his side, to the holster he forgets isn't there. He glances around for SS guards... who aren't there. He looks to Schindler, thoroughly confused, and whispers -- GOETH Where are the guards? SCHINDLER The guards aren't allowed on the factory floor. They make my workers nervous. Goeth stares at him bewildered. Then again at the worker who spit. Then at other workers, the resolve in their eyes. They know he has no power here, and sense he has no power anywhere. His own eyes drift to a woman with yarn in her lap, knitting needles in her hands. Is this a dream? SCHINDLER I'll discipline him later. Schindler good-naturedly throws an arm around Goeth's shoulder and leads him away. The workers watch as the two Germans disappear out the factory doors. INT. GUARDS' BARRACKS - EVENING A guard slowly turns the dial of a radio, finding and losing in static several different voices in several languages, none of them lasting more than a moment. Depression hangs over the barracks. Most of the guards are straining to hear the news they've been fearing for some time now, some on their bunks just staring, one at a window peering out at the black face of a forest as if expecting, at any moment, to see Russian or American troops appear. INT. WORKER'S BARRACKS - SAME TIME - EVENING Another radio. Workers, like the guards, straining to hear. The dial finds, faint, mired in static, the idiosyncratic voice of Winston Churchill. INT. LIEPOLD'S QUARTERS - SAME TIME - EVENING Schindler on Liepold's doorstep. The two men considering each other across the threshold. Radio static filters out from Liepold's room. The word "Eisenhower" cuts through before the speaker's voice is buried again. SCHINDLER It's time the guards came into the factory. He turns and walks away. INT. BRINNLITZ FACTORY - NIGHT All twelve hundred workers and all the guards are gathered for the first time on the factory floor. Tension and uncertainty surround them. It's ominously quiet. Then -- SCHINDLER The unconditional surrender of Germany has just been announced. At midnight tonight the war is over. It is not his intention to elicit celebration. Indeed, his words, echoing and fading in the factory, echo the doubts they all feel. SCHINDLER Tomorrow, you'll begin the process of looking for survivors of your families. In many cases you won't find them. After six long years of murder, victims are being mourned throughout the world. Not by Untersturmfuhrer Liepold. He stands with his men, dying to lift his rifle and fire. SCHINDLER We've survived. Some of you have come up to me and thanked me. Thank yourselves. Thank your fearless Stern, and others among you, who, worrying about you, have faced death every moment. (glancing away) Thank you. He's looking at the guards, thanking them, which thoroughly confuses the workers. Just when they thought they knew where his sentiments lay, he's thanking guards. SCHINDLER You've shown extraordinary discipline. You've behaved humanely here. You should be proud. Or is he attempting to adjust reality, to destroy the SS as combatants, to alter the self-image of both the guards and the prisoners? Moving across the SS men's faces, they remain inscrutable. Schindler turns his attention back to the workers, and, not at all like a confession, but rather like simple statements of fact: SCHINDLER I'm a member of the Nazi party. I'm a munitions manufacturer. I'm a profiteer of slave labor, I'm a criminal. At midnight, you will be free and I will be hunted. (pause) I'll remain with you until five minutes after midnight After which time, and I hope you'll forgive me, I have to flee. That worries the workers. Whenever he leaves, something terrible always seems to happen. SCHINDLER In memory of the countless victims among your people, I ask us to observe three minutes of silence. In the quiet, in the silence, drifting slowly across the faces of the workers -- the elderly, the lame, teenagers, wives beside husbands, children beside their parents, families together -- it becomes clear, if it wasn't before, that both as a prison and a manufacturing enterprise, the Brinnlitz camp has been one long sustained confidence game. Schindler has never stood still so long in his life. He does now, though, framed by his giant Hilo machines, silent at the close of the noisiest of wars, his head bowed, mourning the many dead. When he finally does look up he sees that he is the last to do so. The faces, few of which he recognizes, are all looking at him. He turns to speak to the guards along the wall again. SCHINDLER I know you've received orders from our Commandant -- which he has received from his superiors -- to dispose of the population of this camp. Apprehension spreads across the factory like a wave. Pfefferberg tightens his grip on the pistol under his coat. His ragtag irregulars do the same, the rest of their ersatz "arsenal" concealed behind a machine. To the guards: SCHINDLER Now would be the time to do it. They're all here. This is your opportunity. The guards hold their weapons, as they have from the moment they arrived here tonight, at attention, waiting it seems, to be given the official order from their Commander, Liepold, who appears ready to give it. SCHINDLER Or... (he shrugs) ...you could leave. And return to your families as men instead of murderers. Long, long silence. Finally, one of the guards slowly lowers his rifle, breaks ranks and walks away. Then another. And another. And another. Another. When the last is gone, the workers consider Liepold. He appears more an oddity than a threat. He is more an oddity than a threat. And he knows it. He turns and leaves. EXT. BRINNLITZ CAMP - NIGHT A watchtower. Abandoned. The perimeter wire. No sentries. The guard barracks. Deserted. The SS is long gone. EXT. COURTYARD - BRINNLITZ CAMP - NIGHT Schindler and Emilie emerge from his quarters, each carrying a small suitcase. In the dark, some distance away from his Mercedes, stand all twelve hundred workers. As Schindler and his wife cross the courtyard to the car, Stern and Levartov approach. The rabbi hands him some papers. LEVARTOV We've written a letter trying to explain things. In case you're captured. Every worker has signed it. Schindler sees a list of signatures beginning below the typewritten text and continuing for several pages. He pockets it, this new list of names. SCHINDLER Thank you. Stern steps forward and places a ring in Schindler's hand. It's a gold band, like a wedding ring. Schindler notices an inscription inside it. STERN It's Hebrew. It says, 'Whoever saves one life, saves the world.' Schindler slips the ring onto a finger, admires it a moment, nods his thanks, then seems to withdraw. SCHINDLER (to himself) I could've got more out... Stern isn't sure he heard right. Schindler steps away from him, from his wife, from the car, from the workers. SCHINDLER (to himself) I could've got more... if I'd just... I don't know, if I'd just... I could've got more... STERN Oskar, there are twelve hundred people who are alive because of you. Look at them. He can't. SCHINDLER If I'd made more money... I threw away so much money, you have no idea. If I'd just... STERN There will be generations because of what you did. SCHINDLER I didn't do enough. STERN You did so much. Schindler starts to lose it, the tears coming. Stern, too. The look on Schindler's face as his eyes sweep across the faces of the workers is one of apology, begging them to forgive him for not doing more. SCHINDLER This car. Goeth would've bought this car. Why did I keep the car? Ten people, right there, ten more I could've got. (looking around) This pin -- He rips the elaborate Hakenkreus, the swastika, from his lapel and holds it out to Stern pathetically. SCHINDLER Two people. This is gold. Two more people. He would've given me two for it. At least one. He would've given me one. One more. One more person. A person, Stern. For this. One more. I could've gotten one more person I didn't. He completely breaks down, weeping convulsively, the emotion he's been holding in for years spilling out, the guilt consuming him. SCHINDLER They killed so many people... (Stern, weeping too, embraces him) They killed so many people... From above, from a watchtower, Stern can be seen down below, trying to comfort Schindler. Eventually, they separate, and Schindler and Emilie climb into the Mercedes. It slowly pulls out through the gates of the camp. And drives away. EXT. BRINNLITZ - NIGHT A panzer emerges from the treeline well beyond the wire of the camp and just sits there growling like a beast. Suddenly it fires a shell at nothing in particular, at the night -- an exhibition of random spite -- then turns around and rolls back into the forest. EXT. BRINNLITZ CAMP - SAME TIME - NIGHT From a watchtower, a couple of workers, having witnessed the tank's display of impotent might, can make little sense of it. Below, many of the workers mill around the yard, waiting to be liberated. No one seems to know what else to do. EXT. BRINNLITZ - DAY Some Czech partisans emerge from the forest. They come down the hill and casually approach the camp. Reaching the wire, they're met by Pfefferberg and some other workers, rifles slung over their shoulders. Through the fence -- PARTISAN It's all over. PFEFFERBERG We know. PARTISAN (pause) So what are you doing? You're free to go home. PFEFFERBERG When the Russians arrive. Until then we're staying here. The partisan shrugs, Suit yourself, and wanders back toward the trees with his friends. EXT. BRINNLITZ CAMP - NIGHT Five headlights appear out of the night, five motorcycles marked with the SS Death's-head insignia. They turn onto the road leading to the camp gate and park, the riders shutting off the engines. SS NCO Hello? Shapes materialize out of the darkness within the camp. Several armed and dangerous Jews. EXT. BRINNLITZ CAMP - LATER - NIGHT As the cyclists fill their tanks with gasoline borrowed from the camp, the workers keep their rifles pointed at them. The NCO in charge lines the gas cans neatly back up against the wire. NCO IN CHARGE Thank you very much. He climbs onto his motorcycle. The others climb onto theirs. And drive away. EXT. BRINNLITZ CAMP - DAWN A lone Russian officer on horseback, tattered coat, rope for reins, emerges from the forest. As he draws nearer, it becomes apparent to the workers assembling on the camp yard, that the horse is a mere pony, the Russian's feet in stirrups nearly touching the ground beneath the animal's skinny abdomen. He reaches the camp, climbs easily down from the horse and, in a loud voice, addresses the hundreds of workers standing at the fence: RUSSIAN You have been liberated by the Soviet Army. This is it? This one man? The workers wait for him to say more. He waits for them to move, to leave, to go home. Finally -- RUSSIAN What's wrong? A few of the workers come out from behind the fence to talk with him. WORKER Have you been in Poland? RUSSIAN I just came from Poland. WORKER Are there any Jews left? The Russian has to think. Eventually he shrugs, 'no,' not that he saw, and climbs back onto his pony to leave. WORKER Where should we go? RUSSIAN I don't know. Don't go east, that's for sure, they hate you there. (pause) I wouldn't go west either if I were you. He shrugs and gives his little horse a kick in the ribs. WORKER We could use some food. The Russian looks confused, glances off. The quiet hamlet of Brinnlitz sits there against the mountains not half a mile away. RUSSIAN Isn't that a town over there? Of course it is. But the idea that they could simply walk over there is completely foreign to them. The Russian rides away. EXT. BRINNLITZ - DAY All twelve hundred of them, a great moving crowd coming forward, crosses the land laying between the camp, behind them, and the town, in front of them. Tight on the FACE of one of the MEN. Tight on TYPEWRITER KEYS rapping his NAME. Tight on A PEN scratching out the words, "METAL POLISHER" on a form. Tight on the KEYS typing, "TEACHER." Tight on his FACE in the crowd. Tight on the face of a woman in the moving crowd. The keys typing her name. The pen scratching out "LATHE OPERATOR." The keys typing "PHYSICIAN." Tight on her face. Tight on a man's face. His name. Pen scratching out "ELECTRICIAN." Keys typing "MUSICIAN." His face. A woman's face. Name. Pen scratching out "MACHINIST." Keys typing "MERCHANT." Face. "CARPENTER." Face. "SECRETARY." Face. "DRAFTSMAN." Face. "PAINTER." Face. "JOURNALIST." Face. "NURSE." Face. "JUDGE." Face. Face. Face. Face. HARD CUT TO: EXT. FRANKFURT - DUSK (1955) A street of apartment buildings in a working class neighborhood of the city. INT. APARTMENT BUILDING - DUSK The door to a modest apartment opens revealing Oskar Schindler. The elegant clothes are gone but the familiar smile remains. SCHINDLER Hey, how you doing? It's Poldek Pfefferberg out in the hall. PFEFFERBERG Good. How's it going? SCHINDLER Things are great, things are great. Things don't look so great. Schindler isn't penniless, but he's not far from it, living alone in the one room behind him. PFEFFERBERG What are you doing? SCHINDLER I'm having a drink, come on in, we'll have a drink. PFEFFERBERG I mean where have you been? Nobody's seen you around for a while. SCHINDLER (puzzled) I've been here. I guess I haven't been out. PFEFFERBERG I thought maybe you'd like to come over, have some dinner, some of the people are coming over. SCHINDLER Yeah? Yeah, that'd be nice, let me get my coat. Pfefferberg waits out in the hall as Schindler disappears inside for a minute. The legend below appears: AMON GOETH WAS ARRESTED AGAIN, WHILE A PATIENT IN AN SANITARIUM AT BAD TOLZ. GIVING THE NATIONAL SOCIALIST SALUTE, HE WAS HANGED IN CRACOW FOR CRIMES AGAINST HUMANITY. Schindler reappears wearing a coat, steps out into the hall, forgets something, turns around and goes back in. OSKAR SCHINDLER FAILED AT SEVERAL BUSINESSES, AND MARRIAGE, AFTER THE WAR IN 1958, HE WAS DECLARED A RIGHTEOUS PERSON BY THE COUNCIL OF THE YAD VASHEM IN JERUSALEM, AND INVITED TO PLANT A TREE IN THE AVENUE OF THE RIGHTEOUS. IT GROWS THERE STILL. He comes back out with a nice bottle of wine in his hand, and, as he and Pfefferberg disappear down the stairs together -- SCHINDLER'S VOICE Mila's good? PFEFFERBERG'S VOICE She's good. SCHINDLER'S VOICE Kids are good? Let's stop at a store on the way so I can buy them something. PFEFFERBERG'S VOICE They don't need anything. They just want to see you. SCHINDLER'S VOICE Yeah, I know. I'd like to pick up something for them. It'll only take a minute. Their voices face. Against the empty hallway appears a faint trace of the image of the factory workers, through the wire, walking away from the Brinnlitz camp. And the legend: THERE ARE FEWER THAN FIVE THOUSAND JEWS LEFT ALIVE IN POLAND TODAY. THERE ARE MORE THAN SIX THOUSAND DESCENDANTS OF THE SCHINDLER JEWS. THE END.