"SCHINDLER'S LIST" BY Steven Zaillian Final Draft IN BLACK AND WHITE: TRAIN WHEELS grinding against track, slowing. FOLDING TABLE LEGS scissoring open. The LEVER of a train door being pulled. NAMES on lists on clipboards held by clerks moving alongside the tracks. CLERKS (V.O.) ...Rossen... Lieberman... Wachsberg... BEWILDERED RURAL FACES coming down off the passenger train. FORMS being set out on the folding tables. HANDS straightening pens and pencils and ink pads and stamps. CLERKS (V.O.) ...When your name is called go over there... take this over to that table... TYPEWRITER KEYS rapping a name onto a list. A FACE. KEYS typing another name. Another FACE. CLERKS (V.O.) ...you’re in the wrong line, wait over there... you, come over here... A MAN is taken from one long line and led to the back of another. A HAND hammers a rubber stamp at a form. Tight on a FACE. KEYS type another NAME. Another FACE. Another NAME. CLERKS (V.O.) ...Biberman... Steinberg... Chilowitz... As a hand comes down stamping a GRAY STRIPE across a registration card, there is absolute silence... then MUSIC, the Hungarian love song, "Gloomy Sunday," distant... and the stripe bleeds into COLOR, into BRIGHT YELLOW INK. INT. HOTEL ROOM - CRACOW, POLAND - NIGHT The song plays from a radio on a rust-stained sink. The light in the room is dismal, the furniture cheap. The curtains are faded, the wallpaper peeling... but the clothes laid out across the single bed are beautiful. The hands of a man button the shirt, belt the slacks. He slips into the double-breasted jacket, knots the silk tie, folds a handkerchief and tucks it into the jacket pocket, all with great deliberation. A bureau. Some currency, cigarettes, liquor, passport. And an elaborate gold-on-black enamel Hakenkreuz (or swastika) which the gentleman pins to the lapel of his elegant dinner jacket. He steps back to consider his reflection in the mirror. He likes what he sees: Oskar Schindler -- salesman from Zwittau -- looking almost reputable in his one nice suit. Even in this awful room. INT. NIGHTCLUB - CRACOW, POLAND - NIGHT A spotlight slicing across a crowded smoke-choked club to a small stage where a cabaret performer sings. It’s September, 1939. General Sigmund List's armored divisions, driving north from the Sudetenland, have taken Cracow, and now, in this club, drinking, socializing, conducting business, is a strange clientele: SS officers and Polish cops, gangsters and girls and entrepreneurs, thrown together by the circumstance of war. Oskar Schindler, drinking alone, slowly scans the room, the faces, stripping away all that’s unimportant to him, settling only on details that are: the rank of this man, the higher rank of that one, money being slipped into a hand. WAITER SETS DOWN DRINKS in front of the SS officer who took the money. A lieutenant, he’s at a table with his girlfriend and a lower-ranking officer. WAITER From the gentleman. The waiter is gesturing to a table across the room where Schindler, seemingly unaware of the SS men, drinks with the best-looking woman in the place. LIEUTENANT Do I know him? His sergeant doesn’t. His girlfriend doesn't. LIEUTENANT Find out who he is. The sergeant makes his way over to Schindler's table. There's a handshake and introductions before -- and the lieutenant, watching, can't believe it -- his guy accepts the chair Schindler's dragging over. The lieutenant waits, but his man doesn't come back; he's forgotten already he went there for a reason. Finally, and it irritates the SS man, he has to get up and go over there. LIEUTENANT Stay here. His girlfriend watches him cross toward Schindler's table. Before he even arrives, Schindler is up and berating him for leaving his date way over there across the room, waving at the girl to come join them, motioning to waiter to slide some tables together. WAITERS ARRIVE WITH PLATES OF CAVIAR and another round of drinks. The lieutenant makes a halfhearted move for his wallet. LIEUTENANT Let me get this one. SCHINDLER No, put it away, put it away. Schindler's already got his money out. Even as he's paying, his eyes are working the room, settling on a table where a girl is declining the advances of two more high-ranking SS men. A TABLECLOTH BILLOWS as a waiter lays it down on another table that's been added to the others. Schindler seats the SS officers on either side of his own "date" -- SCHINDLER What are you drinking, gin? He motions to a waiter to refill the men's drinks, and, returning to the head of the table(s), sweeps the room again with his eyes. ROAR OF LAUGHTER erupts from Schindler's party in the corner. Nobody's having a better time than those people over there. His guests have swelled to ten or twelve -- SS men, Polish cops, girls -- and he moves among them like the great entertainer he is, making sure everybody's got enough to eat and drink. Here, closer, at this table across the room, an SS officer gestures to one of the SS men who an hour ago couldn't get the girl to sit at his table. The guy comes over. SS OFFICER 1 Who is that? SS OFFICER 2 (like everyone knows) That's Oskar Schindler. He's an old friend of... I don't know, somebody's. GIRL WITH A BIG CAMERA screws in a flashbulb. She lifts the unwieldy thing to her face and focuses. As the bulb flashes, the noise of the club suddenly drops out, and the moment is caught in BLACK and WHITE: Oskar Schindler, surrounded by his many new friends, smiling urbanely. EXT. SQUARE - CRACOW - DAY A photograph of a face on a work card, BLACK and WHITE. A typed name, black and white. A hand affixes a sticker to the card and it saturates with COLOR, DEEP BLUE. People in long lines, waiting. Others near idling trucks, waiting. Others against sides of buildings, waiting. Clerks with clipboards move through the crowds, calling out names. CLERKS Groder... Gemeinerowa... Libeskind... INT. APARTMENT BUILDING - CRACOW - DAY The party pin in his lapel catches the light in the hallway. SCHINDLER Stern? Behind Schindler, the door to another apartment closes softly. A radio, somewhere, is suddenly silenced. SCHINDLER Are you Itzhak Stern? At the door of this apartment, a man with the face and manner of a Talmudic scholar, finally nods in resignation, like his number has just come up. STERN I am. Schindler offers a hand. Confused, Stern tentatively reaches for it, and finds his own grasped firmly. INT. STERN'S APARTMENT - DAY Settled into an overstuffed chair in a simple apartment, Schindler pours a shot of cognac from a flask. SCHINDLER There's a company you did the books for on Lipowa Street, made what, pots and pans? Stern stares at the cognac Schindler's offering him. He doesn't know who this man is, or what he wants. STERN (pause) By law, I have to tell you, sir, I'm a Jew. Schindler looks puzzled, then shrugs, dismissing it. SCHINDLER All right, you've done it -- good company, you think? He keeps holding out the drink. Stern declines it with a slow shake of his head. STERN It did all right. Schindler nods, takes out a cigarette case. SCHINDLER I don't know anything about enamelware, do you? He offers Stern a cigarette. Stern declines again. STERN I was just the accountant. SCHINDLER Simple engineering, though, wouldn't you think? Change the machines around, whatever you do, you could make other things, couldn't you? Schindler lowers his voice as if there could possibly be someone else listening in somewhere. SCHINDLER Field kits, mess kits... He waits for a reaction, and misinterprets Stern's silence for a lack of understanding. SCHINDLER Army contracts. But Stern does understand. He understands too well. Schindler grins good-naturedly. SCHINDLER Once the war ends, forget it, but for now it's great, you could make a fortune. Don't you think? STERN (with an edge) I think most people right now have other priorities. Schindler tries for a moment to imagine what they could possibly be. He can't. SCHINDLER Like what? Stern smiles despite himself. The man's manner is so simple, so in contrast to his own and the complexities of being a Jew in occupied Cracow in 1939. He really doesn't know. Stern decides to end the conversation. STERN Get the contracts and I'm sure you'll do very well. In fact the worse things get the better you'll do. It was a "pleasure." SCHINDLER The contracts? That's the easy part. Finding the money to buy the company, that's hard. He laughs loudly, uproariously. But then, just as abruptly as the laugh erupted, he's dead serious, all kidding aside -- SCHINDLER You know anybody? Stern stares at him curiously, sitting there taking another sip of his cognac, placid as a large dog. SCHINDLER Jews, yeah. Investors. STERN (pause) Jews can no longer own businesses, sir, that's why this one's for sale. SCHINDLER Well, they wouldn't own it, I'd own it. I'd pay them back in product. They can trade it on the black market, do whatever they want, everybody's happy. He shrugs; it sounds more than fair to him. But not to Stern. STERN Pots and pans. SCHINDLER (nodding) Something they can hold in their hands. Stern studies him. This man is nothing more than a salesman with a salesman's pitch; just dressed better than most. STERN I don't know anybody who'd be interested in that. SCHINDLER (a slow knowing nod) They should be. Silence. EXT. CRACOW - NIGHT A mason trowels mortar onto a brick. As he taps it into a place and scrapes off the excess cement, the image DRAINS OF COLOR. Under lights, a crew of brick-layers is erecting a ten-foot wall where a street once ran unimpeded. EXT. STREET - CRACOW - DAY A young man emerges from an alley pocketing his Jewish armband. He crosses a street past German soldiers and trucks and climbs the steps of St. Mary's cathedral. INT. ST. MARY'S CATHEDRAL - DAY A dark and cavernous place. A priest performing Mass to scattered parishioners. Lots of empty pews. The young Polish Jew from the street, Poldek Pfefferberg, kneels, crosses himself, and slides in next to another young man, Goldberg, going over notes scribbled on a little pad inside a missal. Pfefferberg shows him a container of shoe polish he takes from his pocket. Whispered, bored -- GOLDBERG What's that? PFEFFERBERG You don't recognize it? Maybe that's because it's not what I asked for. GOLDBERG You asked for shoe polish. PFEFFERBERG My buyers sold it to a guy who sold it to the Army. But by the time it got there -- because of the cold -- it broke, the whole truckload. GOLDBERG (pause) So I'm responsible for the weather? PFEFFERBERG I asked for metal, you gave me glass. GOLDBERG This is not my problem. PFEFFERBERG Look it up. Goldberg doesn't bother; he pockets his little notepad and intones a response to the priest's prayer, all but ignoring Pfefferberg. PFEFFERBERG This is not your problem? Everybody wants to know who I got it from, and I'm going to tell them. Goldberg glances to Pfefferberg for the first time, and, greatly put upon, takes out his little notepad again and makes a notation in it. GOLDBERG Metal. He flips the pad closed, pockets it, crosses himself as he gets up, and leaves. INT. HOTEL - DAY Pfefferberg at the front desk of a sleepy hotel with another black market middleman, the desk clerk. Both are wearing their armbands. Pfefferberg underlines figures on a little notepad of his own -- PFEFFERBERG Let's say this is what you give me. These are fees I have to pay some guys. This is my commission. This is what I bring you back in Occupation currency. The clerk, satisfied with the figures, is about to hand over to Pfefferberg some outlawed Polish notes from an envelope when Schindler comes in from the street. The clerk puts the money away, gets Schindler his room key, waits for him to leave so he can finish his business with Pfefferberg... but Schindler doesn't leave; he just keeps looking over at Pfefferberg's shirt, at the cuffs, the collar. PFEFFERBERG That's a nice shirt. Pfefferberg nods, Yeah, thanks, and waits for Schindler to leave; but he doesn't. Nor does he appear to hear the short burst of muffled gunfire that erupts from somewhere up the street. SCHINDLER You don't know where I could find a shirt like that. Pfefferberg knows he should say 'no,' let that be the end of it. It's not wise doing business with a German who could have you arrested for no reason whatsoever. But there's something guileless about it. PFEFFERBERG Like this? SCHINDLER (nodding) There's nothing in the stores. The clerk tries to discourage Pfefferberg from pursuing this transaction with just a look. Pfefferberg ignores it. PFEFFERBERG You have any idea what a shirt like this costs? SCHINDLER Nice things cost money. The clerk tries to tell Pfefferberg again with a look that this isn't smart. PFEFFERBERG How many? SCHINDLER I don't know, ten or twelve. That's a good color. Dark blues, grays. Schindler takes out his money and begins peeling off bills, waiting for Pfefferberg to nod when it's enough. He's being overcharged, and he knows it, but Pfefferberg keeps pushing it, more. The look Schindler gives him lets him know that he's trying to hustle a hustler, but that, in this instance at least, he'll let it go. He hands over the money and Pfefferberg hands over his notepad. PFEFFERBERG Write down your measurements. As he writes down the information, Pfefferberg glances to the desk clerk and offers a shrug. As he writes -- SCHINDLER I'm going to need some other things. As things come up. EXT. GARDEN - SCHERNER'S RESIDENCE - CRACOW - DAY As Oberfuhrer Scherner and his daughter, in a wedding gown, dance to the music of a quartet on a bandstand, the reception guests drink and eat at tables set up on an expansive lawn. CZURDA The SS doesn't own the trains, somebody's got to pay. Whether it's a passenger car or a livestock car, it doesn't matter -- which, by the way, you have to see. You have to set aside an afternoon, go down to the station and see this. Other SS and Army officers share the table with Czurda. Schindler, too, nice blue shirt, jacket, only he doesn't seem to be paying attention; rather his attention and affections are directed to the blonde next to him, Ingrid. CZURDA So you got thousands of fares that have to be paid. Since it's the SS that's reserved the trains, logically they should pay. But this is a lot of money. (pause) The Jews. They're the ones riding the trains, they should pay. So you got Jews paying their own fares to ride on cattle cars to God knows where. They pay the SS full fare, the SS turns around, pays the railroad a reduced excursion fare, and pockets the difference. He shrugs, There you have it. Brilliant. He glances off, sees something odd across the yard. Two horses, saddled-up, being led into the garden by a stable boy. SCHINDLER (to Ingrid) Excuse me. Schindler gets up from the table. Scherner, his wife and daughter and son-in-law stare at the horses; they're beautiful. Schindler appears, takes the reins from the stable boy, hands one set to the bride and the other to the groom. SCHINDLER There's nothing more sacred than marriage. No happier an occasion than one's wedding day. I wish you all the best. Scherner hails a photographer. As the guy comes over with his camera, so does just about everybody else. Scherner insists Schindler pose with the astonished bride and groom. Big smiles. Flash. INT. STOREFRONT - CRACOW - DAY A neighborhood place. Bread, pastries, couple of tables. At one sits owner and a well-dressed man in his seventies, Max Redlicht. OWNER I go to the bank, I go in, they tell me my account's been placed in Trust. In Trust? What are they talking about, whose Trust? The Germans'. I look around. Now I see that everybody's arguing, they can't get to their money either. MAX REDLICHT This is true? OWNER I'll take you there. Max looks at the man not without sympathy. He's never heard of such a thing. It's really a bad deal. But then -- MAX REDLICHT Let me understand. The Nazis have taken your money. So because they've done this to you, you expect me to go unpaid. That's what you're saying. The owner of the place just stares at Redlicht. MAX REDLICHT That makes sense to you? The man doesn't answer. He watches Max get up and cross to the front door where he says something to two of his guys and leaves. The guys come in and start carting out anything of any value: cash register, a chair, a loaf of bread... EXT. CRACOW STREET - DAY Max strolls along the sidewalk, browsing in store windows. People inside and out nod hello, but they despise him, they fear him. Just as he's passing a synagogue, some men in long overcoats cross the street. Einsatzgruppen, they are an elite and wild bunch, one of six Special Chivalrous Duty squads assigned to Cracow. INT. STARAR BOZNICA SYNAGOGUE - SAME TIME - DAY The Sabbath prayers of a congregation of Orthodox Jews are interrupted by a commotion at the rear of the ancient temple. Several non-Orthodox Jews from the street, including Max Redlicht, are being herded inside by the Einsatz Boys. They're made to stand before the Ark in two lines: Orthodox and non. One of the Einsatzgruppen squad removes the parchment Torah scroll while another calmly addresses the assembly: EINSATZ NCO I want you to spit on it. I want you to walk past, spit on it, and stand over there. No one does anything for a moment. The liberals from the street seem to say with their eyes, Come on, we're all too sophisticated for this; the others, with the beards and sidelocks, silently check with their rabbi. One by one then they file past and spit on the scroll. The last two, the rabbi and Max Redlicht hesitate. They exchange a glance. The rabbi finally does it; the gangster doesn't. After a long tense silence. MAX REDLICHT I haven't been to temple must be fifty years. (to the rabbi) Nor have I been invited. The Einsatz NCO glances from Max to the rabbi and smiles to himself. This is unexpected, this rift. MAX REDLICHT (to the rabbi) You don't approve of the way I make my living? I'm a bad man, I do bad things? Max admits it with a shrug. MAX REDLICHT I've done some things... but I won't do this. Silence. The Einsatz NCO glances away to the others, amused. EINSATZ NCO What does this mean? Of all of you, there's only one who has the guts to say no? One? And he doesn't even believe? (no one, of course answer him) I come in here, I ask you to do something no one should ever ask. And you do it? (pause) What won't you do? Nobody answers. He turns to Max. EINSATZ NCO You, sir, I respect. He pulls out a revolver and shoots the old gangster in the head. He's dead before he hits the floor. EINSATZ NCO The rest of you... ...are beneath his contempt. He turns and walks away. The other Einsatz Boys pull rifles and revolvers from their coats and open fire. EXT. CRACOW - DAY In BLACK AND WHITE and absolute silence, a suitcase thrown from a second story window arcs slowly through the air. As it hits the pavement, spilling open -- SOUND ON -- and, returning to COLOR -- Thousands of families pushing barrows through the streets of Kazimierz, dragging mattresses over the bridge at Podgorze, carrying kettles and fur coats and children on a mass forced exodus into the ghetto. Crowds of Poles line the sidewalks like spectators on a parade route. Some wave. Some take it more soberly, as if sensing they may be next. POLISH GIRL Goodbye, Jews. EXT. GHETTO GATE - DAY The little folding tables have been dragged out and set up again, and at them sit the clerks. Goldberg, of all people, has somehow managed to elevate himself to a station of some authority. Armed with something more frightening than a gun -- a clipboard -- he abets the Gestapo in their task of deciding who passes through the ghetto gate and who detours to the train station. PFEFFERBERG What's this? Pfefferberg, with his wife Mila, at the head of a line that seems to stretch back forever, flicks at Goldberg's OD armband with disgust. GOLDBERG Ghetto Police. I'm a policeman now, can you believe it? PFEFFERBERG Yeah, I can. They consider each other for a long moment before Pfefferberg leads his wife past Goldberg and into the ghetto. INT. APARTMENT BUILDING, GHETTO - NIGHT Dismayed by each others' close proximity, Orthodox and liberal Jews wait to use the floor's single bathroom. INT. GHETTO APARTMENT - NIGHT From the next apartment comes the liturgical solo of a cantor. In this apartment, looking like they can't bear much more of it, sit some non-Orthodox businessmen, Stern and Schindler. SCHINDLER For each thousand you invest, you take from the loading dock five hundred kilos of product a month -- to begin in July and to continue for one year -- after which time, we're even. (he shrugs) That's it. He lets them think about it, pours a shot of cognac from his flask, offers it to Stern, who brought this group together and now sits at Schindler's side. The accountant declines. INVESTOR 1 Not good enough. SCHINDLER Not good enough? Look where you're living. Look where you've been put. "Not good enough." (he almost laughs at the squalor) A couple of months ago, you'd be right. Not anymore. INVESTOR 1 Money's still money. SCHINDLER No, it isn't, that's why we're here. Schindler lights a cigarette and waits for their answer. It doesn't come. Just a silence. Which irritates him. SCHINDLER Did I call this meeting? You told Mr. Stern you wanted to speak to me. I'm here. Now you want to negotiate? The offer's withdrawn. He caps his flask, pockets it, reaches for his top coat. INVESTOR 2 How do we know you'll do what you say? SCHINDLER Because I said I would. What do you want, a contract? To be filed where? (he slips into his coat) I said what I'll do, that's our contract. The investors study him. This is not a manageable German. Whether he's honest or not is impossible to say. Their glances to Stern don't help them; he doesn't know either. The silence in the room is filled by the muffled singing next door. One of the men eventually nods, He's in. Then another. And another. INT. FACTORY FLOOR - DAY A red power button is pushed, starting the motor of a huge metal press. The machine whirs, louder, louder. INT. UPSTAIRS OFFICE - SAME TIME - DAY Schindler, at a wall of a windows, is peering down at the lone technician making adjustments to the machine. STERN The standard SS rate for Jewish skilled labor is seven Marks a day, five for unskilled and women. This is what you pay the Economic Office, the laborers themselves receive nothing. Poles you pay wages. Generally, they get a little more. Are you listening? Schindler turns from the wall of glass to face his new accountant. SCHINDLER What was that about the SS, the rate, the... ? STERN The Jewish worker's salary, you pay it directly to the SS, not to the worker. He gets nothing. SCHINDLER But it's less. It's less than what I would pay a Pole. That's the point I'm trying to make. Poles cost more. Stern hesitates, then nods. The look on Schindler's face says, Well, what's to debate, the answer's clear to any fool. SCHINDLER Why should I hire Poles? INT. FACTORY FLOOR - DAY Another machine starting up, growling louder, louder -- EXT. PEACE SQUARE, THE GHETTO - DAY To a yellow identity card with a sepia photograph a German clerk attaches a blue sticker, the holy Blauschein, proof that the carrier is an essential worker. At other folding tables other clerks pass summary judgment on hundreds of ghetto dwellers standing in long lines. TEACHER I'm a teacher. The man tries to hand over documentation supporting the claim along with his Kennkarte to a German clerk. CLERK Not essential work, stand over there. Over there, other "non-essential people" are climbing onto trucks bound for unknown destinations. The teacher reluctantly relinquishes his place in line. EXT. PEACE SQUARE - LATER - DAY The teacher at the head of the line again, but this time with Stern at his side. TEACHER I'm a metal polisher. He hands over a piece of paper. The clerk takes a look, is satisfied with it, brushes glue on the back of a Blauschein and sticks it to the man's work card. CLERK Good. The world's gone mad. INT. FACTORY FLOOR - DAY Another machine starting up, a lathe. A technician points things out to the teacher and some others recruited by Stern. The motor grinds louder, louder. INT. APARTMENT - DAY Schindler wanders around a large empty apartment. There's lots of light, glass bricks, modern lines, windows looking out on a park. INT. THE APARTMENT - NIGHT The same place full of furniture and people. Lots of SS in uniform. Wine. Girls. Schindler, drinking with Oberfuhrer Scherner, keeps glancing across the room to a particularly good-looking Polish girl with another guy in uniform. SCHERNER I'd never ask you for money, you know that. I don't even like talking about it -- money, favors -- I find it very awkward, it makes me very uncomfortable -- SCHINDLER No, look. It's the others. They're the ones causing these delays. SCHERNER What others? SCHINDLER Whoever. They're the ones. They'd appreciate some kind of gesture from me. Scherner thinks he understands what Schindler's saying. Just in case he doesn't -- SCHINDLER I should send it to you, though, don't you think? You can forward it on? I'd be grateful. Scherner nods. Yes, they understand each other. SCHERNER That'd be fine. SCHINDLER Done. Let's not talk about it anymore, let's have a good time. INT. SS OFFICE - DAY Scherner at his desk initialing several Armaments contracts. The letters D.E.F. appear on all of them. EXT. FACTORY - DAY Men and pulleys hoist a big "F" up the side of the building. Down below, Schindler watches as the letter is set into place -- D.E.F. INT. FACTORY OFFICES - DAY The good-looking Polish girl from the party, Klonowska, is shown to her desk by Stern. It's right outside Schindler's office. This girl has never typed in her life. INT. FACTORY FLOOR - DAY Flames ignite with a whoosh in one of the huge furnaces. The needle on a gauge slowly climbs. EXT. CRACOW - DAY A garage door slides open revealing a gleaming black Mercedes. Schindler steps past Pfefferberg and, moving around the car, carefully touches its smooth lines. INT. FACTORY - DAY Another machine starts up. Another. Another. EXT. PEACE SQUARE - DAY Stern with a woman at the head of a line. The clerk affixes the all-important blue sticker to her work card. INT. FACTORY DAY - DAY Three hundred Jewish laborers, men and women, work at the long tables, at the presses, the latches, the furnaces, turning out field kitchenware and mess kits. Few glance up from their work at Schindler, the big gold party pin stuck into his lapel, as he moves through the place, his place, his factory, in full operation. He climbs the stairs to the offices where several secretaries process Armaments orders. He gestures to Stern, at a desk covered with ledgers, to join him in his office. INT. SCHINDLER'S OFFICE - CONTINUOUS - DAY The accountant follows Schindler into the office. SCHINDLER Sit down. Schindler goes to the wall of windows, his favorite place in the world, and looks down at all the activity below. He pours two drinks from a decanter and, turning back, holds one out to Stern. Stern, of course, declines. Schinder groans. SCHINDLER Oh, come on. He comes over and puts the drink in Stern's hand, moves behind his desk and sits. SCHINDLER My father was fond of saying you need three things in life. A good doctor, a forgiving priest and a clever accountant. The first two... He dismisses them with a shrug; he's never had much use for either. But the third -- he raises his glass to the accountant. Stern's glass stays in his lap. SCHINDLER (long sufferingly) Just pretend for Christ's sake. Stern slowly raises his glass. SCHINDLER Thank you. Schindler drinks; Stern doesn't. INT. SCHINDLER'S APARTMENT - MORNING Klonowska, wearing a man's silk robe, traipses past the remains of a party to the front door. Opening it reveals a nice looking, nicely dressed woman. KLONOWSKA Yes? A series of realizations is made by each of them, quickly, silently, ending up with Klonowska looking ill. SCHINDLER (O.S.) Who is it? INT. SCHINDLER'S APARTMENT - MORNING Schindler sets a cup of coffee down in front of his wife. Behind him, through a doorway, Klonowska can be seen hurriedly gathering her things. SCHINDLER She's so embarrassed -- look at her -- Emilie begrudges him a glance to the bedroom, catching the girl just as she looks up -- embarrassed. SCHINDLER You know what, you'd like her. EMILIE Oskar, please -- SCHINDLER What -- EMILIE I don't have to like her just because you do. It doesn't work that way. SCHINDLER You would, though. That's what I'm saying. His face is complete innocence. It's the first thing she fell in love with; and perhaps the thing that keeps her from killing him now. Klonowska emerges from the bedroom thoroughly self-conscious. KLONOWSKA Goodbye. It was a pleasure meeting you. She shakes Emilie's limp hand. Schindler sees her to the door, lets her out and returns to the table, smiling to himself. Emilie's glancing around at the place. EMILIE You've done well here. He nods; he's proud of it. He studies her. SCHINDLER You look great. EXT. SCHINDLER'S APARTMENT BUILDING - NIGHT They emerge from the building in formal clothes, both of them looking great. It's wet and slick; the doorman offers Emilie his arm. DOORMAN Careful of the pavement -- SCHINDLER -- Mrs. Schindler. The doorman shoots a glance to Schindler that asks, clearly, Really? Schindler opens the passenger door of the Mercedes for his wife, and the doorman helps her in. INT. RESTAURANT - NIGHT A nice place. "No Jews or Dogs Allowed." The maitre 'd welcomes the couple warmly, shakes Schindler's hand. Nodding to his date -- SCHINDLER Mrs. Schindler. The maitre 'd tries to bury his surprise. He's almost successful. INT. RESTAURANT - LATER - NIGHT No fewer than four waiters attend them -- refilling a glass, sliding pastries onto china, lighting Schindler's cigarette, raking crumbs from the table with little combs. EMILIE It's not a charade, all this? SCHINDLER A charade? How could it be a charade? She doesn't know, but she does know him. And all these signs of apparent success just don't fit his profile. Schindler lets her in on a discovery. SCHINDLER There's no way I could have known this before, but there was always something missing. In every business I tried, I see now it wasn't me that was failing, it was this thing, this missing thing. Even if I'd known what it was, there's nothing I could have done about it, because you can't create this sort of thing. And it makes all the difference in the world between success and failure. He waits for her to guess what the thing is. His looks says, It's so simple, how can you not know? EMILIE Luck. SCHINDLER War. INT. NIGHTCLUB - NIGHT "Gloomy Sunday" from a combo on a stage. Schindler and Emilie dancing. Pressed against her -- both have had a few -- he can feel her laugh to herself. SCHINDLER What? EMILIE I feel like an old-fashioned couple. It feels good. He smiles, even as his eyes roam the room and find and meet the eyes of a German girl dancing with another man. INT. SCHINDLER'S APARTMENT - LATER - NIGHT Schindler and Emilie lounging in bed, champagne bottle on the nightstand. Long silence before -- EMILIE Should I stay? SCHINDLER (pause) It's a beautiful city. That's not the answer she's looking for and he knows it. EMILIE Should I stay? SCHINDLER (pause) It's up to you. That's not it either. EMILIE No, it's up to you. Schindler stares out at the lights of the city. They look like jewels. EMILIE Promise me no doorman or maitre 'd will presume I am anyone other than Mrs. Schindler... and I'll stay. He promises her nothing. EXT. TRAIN STATION - DAY Emilie waves goodbye to him from a first-class compartment window. Down on the platform, he waves goodbye to her. as the train pulls away, he turns away, and the platform of the next track is revealed -- soldiers and clerks supervising the boarding of hundreds of people onto another train -- the image turning BLACK AND WHITE. CLERKS Your luggage will follow you. Make sure it's clearly labeled. Leave your luggage on the platform. EXT. D.E.F. LOADING DOCK - DAY As workers load crates of enamelware onto trucks -- back to COLOR -- Stern and Schindler and the dock foreman confer over an invoice. More to Stern -- FOREMAN Every other time it's been all right. This time when I weigh the truck, I see he's heavy, he's loaded too much. I point this out to him, I tell him to wait, he tells me he's got a new arrangement with Mr. Schindler -- (to Schindler) -- that you know all about it and it's okay with you. SCHINDLER It's "okay" with me? On the surface, Schindler remains calm; underneath, he's livid. Clearly it's not "okay" with him. STERN How heavy was he? FOREMAN Not that much, just too much for it to be a mistake -- 200 kilos. Stern and Schindler exchange a glance. Then -- SCHINDLER (pause) You're sure. The foreman nods. INT. GHETTO STOREFRONT - DAY Pfefferberg and Schindler bang in through the front door, startling a woman at a desk. WOMAN AT DESK Can I help you? They move past her without a word and into the back of the place, into a storeroom. They stride past long racks full of enamelware and other goods. A man glances up, sees them coming. He's one of Schindler's investors, the one who questioned the German's word. The man's teenage sons rush to their father's defense, but Pfefferberg grabs him and locks an arm tightly around his neck. Silence. Then, calmly -- SCHINDLER If you or anyone acting as an agent for you comes to my factory again, I'll have you arrested. INVESTOR It was a mistake. SCHINDLER It was a mistake? What was a mistake? How do you know what I'm talking about? INVESTOR All right, it wasn't a mistake, but it was one time. SCHINDLER We had a deal, you broke it. One phone call and your whole family is dead. He turns and walks away. Pfefferberg lets the guy go and follows. The investor's sons help their father up off the floor. Gasping, he yells. INVESTOR I gave you money. -- but Schindler and Pfefferberg are already gone, coming through the front office and out the front door -- EXT. STOREFRONT - CONTINUOUS - DAY -- to the street. Pfefferberg looks a little shaken from the experience. Schindler straightens his friend's clothes. SCHINDLER How you feeling, all right? PFEFFERBERG Yeah. SCHINDLER What's the matter, everything all right at home? (Pfefferberg nods) Mila's okay? PFEFFERBERG She's good. Well, then, Schindler can't imagine what could be wrong. He pats Pfefferberg on the shoulder and leads him away. SCHINDLER Good. INT. FACTORY FLOOR - DAY The long tables accommodate most of workers. The rest eat their lunch on the floor. Soup and bread. INT. SCHINDLER'S OFFICE - SAME TIME - DAY An elegant place setting for one. Meat, vegetables, glass of wine, all untouched. Schindler leafing through pages of a report Stern has prepared for him. SCHINDLER I could try to read this or I could eat my lunch while it's till hot. We're doing well? STERN Yes. SCHINDLER Better this month than last? STERN Yes. SCHINDLER Any reason to think next month will be worse? STERN The war could end. No chance of that. Satisfied, Schindler returns the report to his accountant and starts to eat. Stern knows he is excused, but looks like he wants to say something more; he just doesn't know how to say it. SCHINDLER (impatient) What? STERN (pause) There's a machinist outside who'd like to thank you personally for giving him a job. Schindler gives his accountant a long-suffering look. STERN He asks every day. It'll just take a minute. He's very grateful. Schindler's silence says, Is this really necessary? Stern pretends it's a tacit okay, goes to the door and pokes his head out. STERN Mr. Lowenstein? An old man with one arm appears in the doorway and Schindler glances to the ceiling, to heaven. As the man slowly makes his way into the room, Schindler sees the bruises on his face. And when he speaks, only half his mouth moves; the other half is paralyzed. LOWENSTEIN I want to thank you, sir, for giving me the opportunity to work. SCHINDLER You're welcome, I'm sure you're doing a great job. Schindler shakes the man's hand perfunctorily and tells Stern with a look, okay, that's enough, get him out of here. LOWENSTEIN The SS beat me up. They would have killed me, but I'm essential to the war effort, thanks to you. SCHINDLER That's great. LOWENSTEIN I work hard for you. I'll continue to work hard for you. SCHINDLER That's great, thanks. LOWENSTEIN God bless you, sir. SCHINDLER Yeah, okay. LOWENSTEIN You're a good man. Schindler is dying, and telling Stern with his eyes, Get this guy out of here. Stern takes the man's arm. STERN Okay, Mr. Lowenstein. LOWENSTEIN He saved my life. STERN Yes, he did. LOWENSTEIN God bless him. STERN Yes. They disappear out the door. Schindler sits down to his meal. And tries to eat it. EXT. FACTORY - DAY Stern and Schindler emerge from the rear of the factory. The Mercedes is waiting, the back door held open by a driver. Climbing in -- SCHINDLER Don't ever do that to me again. STERN Do what? Stern knows what he means. And Schindler knows he knows. SCHINDLER Close the door. The driver closes the door. EXT. GHETTO GATE - DAY Snow on the ground and more coming down. A hundred of Schindler's workers marching past the ghetto gate, as is the custom, under armed guard. Turning onto Zablocie Street, they're halted by an SS unit standing around some trucks. EXT. ZABLOCIE STREET - DAY Shovels scraping at snow. The marchers working to clear it from the street. A dialog between one of the guards and an SS officer is interrupted by a shot -- and the face of the one-armed machinist falls into the frame. INT. OFFICE, SS HEADQUARTERS - DAY Herman Toffel, an SS contact of Schindler's who he actually likes, sits behind his desk. TOFFEL It's got nothing to do with reality, Oskar, I know it and you know it, it's a matter of national priority to these guys. It's got a ritual significance to them, Jews shoveling snow. SCHINDLER I lost a day of production. I lost a worker. I expect to be compensated. TOFFEL File a grievance with the Economic Office, it's your right. SCHINDLER Would it do any good? TOFFEL No. Schindler knows it's not Toffel's fault, but the whole situation is maddening to him. He shakes his head in disgust. TOFFEL I think you're going to have to put up with a lot of snow shoveling yet. Schindler gets up, shakes Toffel's hand, turns to leave. TOFFEL A one-armed machinist, Oskar? SCHINDLER (right back) He was a metal press operator, quite skilled. Toffel nods, smiles. EXT. FIELD - DAY From a distance, Stern and Schindler slowly walk a wasteland that lies between the rear of DEF and two other factories -- a radiator works and a box plant. Stern's doing all the talking, in his usual quiet but persuasive manner. Every so often, Schindler, glancing from his own factory to the others, nods. INT. SCHINDLER'S OFFICE - DAY The party pins the two other German businessmen wear are nothing compared to the elaborate thing in Schindler's lapel. He sits at his desk sipping cognac, a large portrait of Hitler hanging prominently on the wall behind him. SCHINDLER Unlike your radiators -- and your boxes -- my products aren't for sale on the open market. This company has only one client, the German Army. And lately I've been having trouble fulfilling my obligations to my client. With your help, I hope the problem can be solved. The problem, simply, is space. Stern, who has been keeping a low profile, hands the gentlemen each a set of documents. SCHINDLER I'd like you to consider a proposal which I think you'll find equitable. I'd like you to think about it and get back to me as soon as -- KUHNPAST Excuse me -- do you really think this is appropriate? The man glances to Stern, and back to Schindler, his look saying, This is wrong, having a Jew present while we discuss business. If Schindler catches his meaning, he doesn't admit it. Kuhnpast almost sighs. KUHNPAST I can appreciate your problem. If I had any space I could lease you, I would. I don't. I'm sorry. HOHNE Me neither, sorry. SCHINDLER I don't want to lease your facilities, I want to buy them. I'm prepared to offer you fair market value. And to let you stay on, if you want, as supervisors. (pause) On salary. There's a long stunned silence. The Germans can't believe it. After the initial shock wears off, Kuhnpast has to laugh. KUHNPAST You've got to be kidding. Nobody is kidding. KUHNPAST (pause) Thanks for the drink. He sets it down, gets up. Hohne gets up. They return the documents to Stern and turn to leave. They aren't quite out the door when Schindler wonders out loud to Stern: SCHINDLER You try to be fair to people, they walk out the door; I've never understood that. What's next? STERN Christmas presents. SCHINDLER Ah, yes. The businessmen slow, but don't look back into the room. EXT. SCHERNER'S RESIDENCE - CRACOW - MORNING Pfefferberg wipes a smudge from the hood of an otherwise pristine BMW Cabriolet. As Scherner and his wife emerge from their house in robes, Scherner whispers to himself -- SCHERNER Oskar... EXT. KUHNPAST'S RADIATOR FACTORY - DAY Workers high on the side of the building toss down the letters of the radiator sign as others hoist up a big "D." Under armed guard, others unload a metal press machine from a truck. INT. RADIATOR FACTORY / DEF ANNEX - DAY Technicians make adjustments to presses already in place. Others test the new firing ovens. Kuhnpast is being forcibly removed from the premises. INT. GHETTO EMPLOYMENT OFFICE - DAY Crowded beyond belief, the place is like a post office gone mad. Stern, moving along one of the impossibly crowded lines, pauses to speak with an elderly couple. EXT. PEACE SQUARE - DAY A hand slaps a blue sticker on a work card. Slap, another. And another. And another. INT. D.E.F. FRONT OFFICE - DAY Christmas decorations. Klonowska at her desk, her eyes closed tight. SCHINDLER All right. She opens her eyes and smiles. Schindler is holding a poodle in his arms. She comes around to kiss him. He sets the dog on the desk. Stern, across the room, watches blank-faced. GESTAPO (O.S.) Oskar Schindler? Schindler, Stern and Klonowska turn to the voice. Two Gestapo men have entered unannounced. GESTAPO We have a warrant to take your company's business records with us. And another to take you. Schindler stares at them in disbelief. Stern quietly slips one of the ledgers on his desk into a drawer. SCHINDLER Am I permitted to have my secretary cancel my appointments for the day? He doesn't wait for their approval. He scribbles down some names -- Toffel, Czurda, Reeder, Scherner. Underlining Scherner, he glances to Klonowska. She understands. INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY A humorless middle-level bureaucrat sits behind a desk and D.E.F.'s ledgers and cashbooks. GESTAPO CLERK You live very well. The man slowly shakes his head 'no' to Schindler's offer of a cigarette. Schindler tamps it against the crystal of his gold watch. GESTAPO CLERK This standard of living comes entirely from legitimate sources, I take it? Schindler lights the cigarette and drags on it, all but ignoring the man. GESTAPO CLERK As an SS supplier, you have a moral obligation to desist from blackmarket dealings. You're in business to support the war effort, not to fatten -- SCHINDLER (interrupting) You know? When my friends ask, I'd love to be able to tell them you treated me with the utmost courtesy and respect. The quiet matter-of-fact tone, more than the comment itself, throws the bureaucrat off his rhythm. His eyes narrow slightly. There's a long silence. INT. HALLWAY/ROOM - SS HEADQUARTERS - DAY The two who arrested him lead Schindler down a long hallway. They reach a door, have him step inside and close the door after him. INT. SS "CELL" - EVENING Schindler knocks on the inside of the door. A Waffen SS man opens it. The "prisoner" peels several bills from a thick wad. SCHINDLER Chances of getting a bottle of vodka pretty good? He hands the young guard five times the going price. WAFFEN GUARD Yes, sir. The guard turns to leave. SCHINDLER Wait a minute. He peels off several more bills and hands them over. SCHINDLER Pajamas. INT. SS "CELL" - MORNING Perched on the side of the bed in pajamas, Schindler works on a breakfast of herring and eggs, cheeses, rolls and coffee. Someone has also brought him a newspaper. There's an apologetic knock on the door before it opens. GUARD I'm sorry to disturb you, sir. Whenever you're ready, you're free to leave. INT. FOYER, SS HEADQUARTERS - MORNING Schindler, the Gestapo clerk and one of the arresting officers cross the foyer. GESTAPO CLERK I'd advise you not to get too comfortable. Sooner or later, law prevails. No matter who your friends are. Schindler ignores the man completely. Reaching the front doors, the clerk turns over the D.E.F. records to their owner and offers his hand. Schindler lets it hang there. SCHINDLER You expect me to walk home, or what? GESTAPO CLERK (tightly) Bring a car around for Mr. Schindler. EXT. D.E.F. FACTORY - DAY A Gestapo limousine pulls in through the gates of the factory, parks near the loading docks. The driver, the same SS officer, waits for Schindler to climb out, but he doesn't; he waits for the SS man to come around and open the door for him. SCHINDLER If you'd return the ledgers to my office I'd appreciate it. There are no less than forty able-bodied Jewish laborers working on the docks, any one of which would be better suited to the task. The Gestapo man calls to one of them. SCHINDLER Excuse me -- hey -- (the guy turns) They're working. The guy just stares. Finally he heads off with the ledgers. The poodle bounds out past him and over to Schindler. He gives the dog a pat on the head. EXT. SCHINDLER'S BUILDING - EVENING Elegantly dressed for a night out, Schindler and Klonowska emerge from the building. As they're escorted to the waiting car, Schindler hesitates. A nervous figure in the shadows of an alcove is gesturing to him, beckoning him. Schindler excuses himself. Klonowska watches as he joins the man in the alcove. Their whispered conversation is over quickly and the man hurries off. EXT. PROKOCIM DEPOT - CRACOW - LATER - NIGHT From the locomotive, looking back, the string of splattered livestock carriages stretches into darkness. There's a lot of activity on the platform. Guards mill. Handcards piled with luggage trundle by. People hand up children to others already in the cars and climb aboard after them. The clerks are out in full force with their lists and clipboards, reminding the travelers to label their suitcases. Climbing from his Mercedes, Schindler stares. He's heard of this, but actually seeing the juxtaposition -- human and cattle cars -- this is something else. Recovering, he tells Klonowska to stay in the car and, moving along the side of the train, calls Stern's name to the faces peering out from behind the slats and barbed wire. AN ENORMOUS LIST OF NAMES -- -- several pages-worth on a clipboard; a Gestapo clerk methodically leafing through them. SCHINDLER (O.S.) He's essential. Without him, everything comes to a grinding halt. If that happens -- CLERK Itzhak Stern? (Schindler nods) He's on the list. SCHINDLER He is. The clerk shows him the list, points out the name to him. SCHINDLER Well, let's find him. CLERK He's on the list. If he were an essential worker, he would not be on the list. He's on the list. You can't have him. SCHINDLER I'm talking to a clerk. Schindler pulls out a small notepad and drops his voice to a hard murmur, the growl of a reasonable man who isn't ready -- yet -- to bring out his heavy guns: SCHINDLER What's your name? CLERK Sir, the list is correct. SCHINDLER I didn't ask you about the list, I asked you your name. CLERK Klaus Tauber. As Schindler writes it down, the clerk has second thoughts and calls to a superior, an SS sergeant, who comes over. CLERK The gentleman thinks a mistake's been made. SCHINDLER My plant manager is somewhere on this train. If it leaves with him on it, it'll disrupt production and the Armaments Board will want to know why. The sergeant takes a good hard look at the clothes, at the pin, at the man wearing them. SERGEANT (to the clerk) Is he on the list? CLERK Yes, sir. SERGEANT (to Schindler) The list is correct, sir. There's nothing I can do. SCHINDLER May as well get your name while you're here. SERGEANT My name? My name is Kunder. Sergeant Kunder. What's yours? SCHINDLER Schindler. The sergeant takes out a pad. Now all three of them have lists. He jots down Schindler's name. Schindler jots down his and flips the pad closed. SCHINDLER Sergeant, Mr. Tauber, thank you very much. I think I can guarantee you you'll both be in Southern Russia before the end of the month. Good evening. He walks away, back toward his car. The clerk and sergeant smile. But slowly, slowly, the smiles sour at the possibility that this man calmly walking away from them could somehow arrange such a fate... ALL THREE OF THEM -- -- Schindler, the clerk and the sergeant -- stride along the side of the cars. Two of them are calling out loudly -- CLERK & SERGEANT Stern! Itzhak Stern! Soon it seems as if everybody except Schindler is yelling out the name. As they reach the last few cars, the accountant's face appears through the slats. SCHINDLER There he is. SERGEANT Open it. Guards yank at a lever, slide the gate open. Stern climbs down. The clerk draws a line through his name on the list and hands the clipboard to Schindler. CLERK Initial it, please. (Schindler initials the change) And this... As Schindler signs three or four forms, the guards slide the carriage gate closed. Those left inside seem grateful for the extra space. CLERK It makes no difference to us, you understand -- this one, that one. It's the inconvenience to the list. It's the paperwork. Schindler returns the clipboard. The sergeant motions to another who motions to the engineer. As the train pulls out, Stern tries to keep up with Schindler who's striding away. STERN I somehow left my work card at home. I tried to tell them it was a mistake, but they -- Schindler silences him with a look. He's livid. Stern glances down at the ground. STERN I'm sorry. It was stupid. (contrite) Thank you. Schindler turns away and heads for the car. Stern hurries after him. They pass an area where all the luggage, carefully tagged, has been left -- the image becoming BLACK and WHITE. EXT./INT. MECHANICS GARAGE - NIGHT Mechanics' hood-lamps throw down pools of light through which me wheel handcarts piled high with suitcases, briefcases, steamer trunks -- BLACK and WHITE. Moving along with one of the handcarts into a huge garage past racks of clothes, each item tagged, past musical instruments, furniture, paintings, against one wall -- children's toys, sorted by size. The cart stops. A valise is handed to someone who dumps and sorts the contents on a greasy table. The jewelry is taken to another area, to a pit, one of two deep lubrication bays filled with watches, bracelets, necklaces, candelabra, Passover platters, gold in one, silver the other, and tossed in. At workbenches, four Jewish jewelers under SS guard sift and sort and weigh and grade diamonds, pearls, pendants, brooches children's rings -- faltering only once, when a uniformed figure upends a box, spilling out gold teeth smeared with blood -- the image saturating with COLOR. EXT. COUNTRYSIDE - DAY Fractured gravestones like broken teeth jut from the earth of a neglected Jewish cemetery outside of town. Down the road that runs alongside it comes a German staff car. INT. STAFF CAR - MOVING - DAY In the backseat, Untersturmfuhrer Amon Goeth pulls on a flask of schnapps. His age and build are about that of Schindler's; his face open and pleasant. GOETH Make a nice driveway. The other SS officers in the car -- Knude, Haase and Hujar -- aren't sure what he means. He's peering out the window at the tombstones. EXT. GHETTO - DAY The staff car passes through the portals of the ghetto and down the trolley lines of Lwowska Street. INT. STAFF CAR - MOVING - DAY As the car slowly cruises through the ghetto, Knude, like a tour guide, briefs the new man, Goeth -- KNUDE This street divides the ghetto just about in half. On the right -- Ghetto A: civil employees, industry workers, so on. On the left, Ghetto B: surplus labor, the elderly mostly. Which is where you'll probably want to start. The look Goeth gives Knude tells him to refrain, if he would, from offering tactical opinions. KNUDE Of course that's entirely up to you. EXT. PLASZOW FORCED LABOR SITE - DAY Outside of town, a previously abandoned limestone quarry lies nestled between two hills. The stone and brick buildings look like they've been here forever; the wooden structures, those that are up, are built of freshly-cut lumber. There's a great deal of activity. New construction and renovation -- foundations being poured, rail tracks being laid, fences and watchtowers going up, heavy segments of huts -- wall panels, eaves sections -- being dragged uphill by teams of bescarved women like some ancient Egyptian industry. Goeth surveys the site from a knoll, clearly pleased with it. But then he's distracted by voices -- a man's, a woman's -- arguing down where some barracks are being erected. The woman breaks off the dialog with a disgusted wave of her hand and stalks back to a half-finished barracks. The man, one from the car, Hujar, sees Goeth, Knude and Haase coming down the hill and moves to meet them. HUJAR She says the foundation was poured wrong, she's got to take it down. I told her it's a barracks, not a fucking hotel, fucking Jew engineer. Goeth watches the woman moving around the shell of the building, pointing, directing, telling the workers to take it all down. He goes to take a closer look. She comes over. ENGINEER The entire foundation has to be dug up and re-poured. If it isn't, the thing will collapse before it's even completed. Goeth considers the foundation as if he knew about such things. He nods pensively. Then turns to Hujar. GOETH (calmly) Shoot her. It's hard to tell which is more stunned by the order, the woman or Hujar. Both stare at Goeth in disbelief. He gives her the reason along with a shrug -- GOETH You argued with my man. (to Hujar) Shoot her. Hujar unholsters his pistol but holds it limply at his side. The workers become aware of what's happening and still their hammers. HUJAR Sir... Goeth groans and takes the gun from him and puts it to the woman's head. Calmly to her -- GOETH I'm sure you're right. He fires. She crumples to the ground. He returns the gun to his stunned inferior and, gesturing down at the body, addresses the workers. GOETH That's somebody who knew what they were doing. That's somebody I needed. (pause) Take it down, re-pour it, rebuild it, like she said. He turns and walks away. EXT. STABLES - DAWN Stable boys lead two horses into the pre-dawn light. The animals' hoofs shatter tufts of weeds like fingers of glass; fog plumes from their nostrils. EXT. PARK, CRACOW - DAWN In addition to the exhaust from idling trucks and the curling smoke from the Sonderkommando units' cigarettes, there is excitement in the chilly pre-dawn air. EXT. GHETTO - DAWN An empty street. Rooftops against a lightening sky. A few of the windows in the buildings are lighted, glowing amber; the majority are still dark. EXT. STABLES - DAWN The stable boys hoist saddles onto the horses, cinch the straps. Leaning against the hood of the Mercedes, Schindler and Ingrid, in long hacking jackets, riding breeches and boots, share cognac from his flask. EXT. PARK, CRACOW - DAWN Untersturmfuhrer Goeth, soon to be Commandant Goeth, stands before the assembled troops with a flask of cognac in his hand. He looks out over them proudly; they're good boys, these, the best. He addresses them -- GOETH Today is history. The young will ask with wonder about this day. Today is history and you are a part of it. EXT. PEACE SQUARE, GHETTO - DAWN A fourteen year old kid hurries across to the square pulling on his O.D. armband. Several others of the Jewish Ghetto Police, Golberg among them, are already assembled there. The clerks, the list makers, scissor open their folding tables, set out their ink pads and stamps. GOETH (V.O.) When, elsewhere, they were footing the blame for the Black Death, Kazimierz the Great, so called, told the Jews they could come to Cracow. They came. EXT. STABLES - DAWN Ingrid climbs onto one of the horses, Schindler onto the other. As the animals gallop away with their riders toward a wood, the stable boys wave. GOETH (V.O.) They trundled their belongings into this city, they settled, they took hold, they prospered. EXT. PARK, CRACOW - DAWN The fresh young faces of the Sonderkommandos, listening to their commander. GOETH For six centuries, there has been a Jewish Cracow. EXT. WOODS - DAWN The horses panting hard. Their hoofs hammering at the ground, climbing a hill. Riding boots kicking at their flanks. EXT. PARK, CRACOW - DAWN The boots of Amon Goeth slowly pacing. He stops. Tight on his face, smiling pleasantly. GOETH By this weekend, those six centuries, they're a rumor. They never happened. Today is history. EXT. HILLTOP CLEARING - DAWN The galloping horses break through to a clearing high on a hill. The riders pull in the reins and the hoofs rip at the earth. Schindler smiles at the view, the beauty of it with the sun just coming up. From here, all of Cracow can be seen in striking relief, like a model of a town. He can see the Vistula, the river that separates the ghetto from Kazimierz; Wawel Castle, from where the National Socialist Party's Hans Frank rules the Government General of Poland; beyond it, the center of town. He begins to notice refinements: the walls that define the ghetto; Peace Square, the assembly of men and boys. He notices a line of trucks rolling east across the Kosciuscko Bridge, and another across the bridge at Podgorze, a third along Zablocie Street, all angling in on the ghetto like spokes to a hub. EXT. GHETTO - DAY The wheels of the last truck clear the portals at Lwowska Street and the Sonderkommandos jump down. INT. APARTMENT BUILDINGS - DAWN Families are routed from their apartments. An appeal to be allowed to pack is answered with a rifle butt; an unannounced move to a desk drawer is countered with a shot. EXT. STREETS, GHETTO - DAWN Spilling out of the buildings, they're herded into lines without regard to family consideration; some other unfathomable system is at work here. The wailing protests of a woman to join her husband's line are abruptly cut off by a short burst of gunfire. EXT. HILLTOP - DAWN From here, the action down below seems staged, unreal; the rifle bursts no louder than caps. Dismounting, Schindler moves closer to the edge of the hill, curious. His attention is drawn to a small distant figure, all in red, at the rear of one of the many columns. EXT. STREET - DAWN Small red shoes against a forest of gleaming black boots. A Waffen SS man occasionally corrects the little girl's drift, fraternally it seems, nudging her gently back in line with the barrel of his rifle. A volley of shots echoes from up the street. EXT. HILLTOP - DAWN Schindler watches as the girl slowly wanders away unnoticed by the SS. Against the grays of the buildings and street she's like a moving red target. EXT. STREET - DAWN A truck thundering down the street obscures her for a moment. Then she's moving past a pile of bodies, old people executed in the street. EXT. HILLTOP - DAWN Schindler watches: she's so conspicuous, yet she keeps moving -- past crowds, past dogs, past trucks -- as though she were invisible. EXT. STREET - DAWN Patients in white gowns, and doctors and nurses in white, are herded out the doors of a convalescent hospital. The small figure in red moves past them. Shots explode behind her. EXT. HILLTOP - DAWN Short bursts of light flash throughout the ghetto like stars. Schindler, fixated on the figure in red, loses sight of her as she turns a corner. INT. APARTMENT BUILDING - DAWN She climbs the stairs. The building is empty. She steps inside an apartment and moves through it. It's been ransacked. As she crawls under the bed, the scene DRAINS of COLOR. The gunfire outside sounds like firecrackers. EXT. HILLTOP - NIGHT NIGHT Silence. Schindler and Ingrid are gone. Below, the ghetto lies like a void within the city, its perimeter and interior clearly distinguishable by darkness. Outside it, the lights of the rest of Cracow glimmer. INT. D.E.F. FACTORY - NIGHT Tables and tools and enamelware scrap. The metal presses and lathes, still. The firing ovens, cold. The gauges at zero. Against the wall of windows overlooking the empty factory floor stands a figure, Schindler, in silhouette against the glass, black against white, not moving, just staring down. EXT. FOREST - PLASZOW - MORNING Bloody wheelbarrows, stark against the tree line of a forest above the completed forced labor camp, PLASZOW. EXT. PLASZOW FORCED LABOR CAMP - MORNING Names on lists. Names called out. Tight on faces. Goldberg at one of several folding tables. The gangsterturned -- ghetto-cop is now the Lord of Lists inside Plaszow. He and other listmakers call out names, accounting for those thousands who survived the liquidation of the ghetto and now stand before them in long straight rows. INT. GOETH'S BEDROOM, PLASZOW - MORNING Amon Goeth stirs, wakes, glances at the woman asleep beside him. Hungover, he drags himself slowly out of bed. EXT. GOETH'S BALCONY - MOMENTS LATER - MORNING Goeth steps out onto the balcony in his undershirt and shorts and peers out across the labor camp, his labor camp, his kingdom. Satisfied with it, even amazed, he's reminiscent of Schindler looking down on his kingdom, his factory, as he loves to do, from his wall of glass. Life is great. Goeth reaches for a rifle. EXT. PLASZOW SAME TIME - MORNING Workers loading quarry rock onto trolleys under Ukrainian guard and a low morning sun. Every so often, one glances with anticipation to the balcony of Goeth's "villa" -- which is in fact nothing more than a two-story stone house perched on a slight rise in the dry landscape. EXT. GOETH'S BALCONY - CONTINUED - MORNING The butt of the rifle against his shoulder, Goeth aims down at the quarry -- at this worker, at that one -- indiscriminately, inscrutably. He fires a shot and a distant figure falls. INT. GOETH'S BEDROOM - SAME TIME - MORNING The woman in bed groans at the echoing shot. She's used to it but she still hates it; it's such an awful way to be woken. MAJOLA (mutters) Amon... Christ... She buries her head under a pillow. Goeth reappears. He pads to his bathroom, goes inside and urinates. EXT. PLASZOW - DAY Schindler's Mercedes winds through the camp, past warehouses and workshops, trucks full of furs and furniture, work details, barracks, guard blocks. A man standing alone wears a sign around his neck -- "I am a potato thief." EXT. GOETH'S VILLA - PLASZOW - DAY The Mercedes pulls in next to some other nice cars parked on a driveway made of tombstones from the Jewish cemetery. EXT. PATIO, GOETH'S VILLA - DAY A patio table set with crystal, china, silver. Goeth and Hujar are there, in pressed SS uniforms, and two industrialists, Bosch and Madritsch. One chair is empty. HUJAR Your machinery will be moved and installed by the SS at no cost to you. You will pay no rent, no maintenance -- Hujar glances off, interrupted by Schindler's arrival. Although he's never been here, the industrialist comes in like he owns the place. All but Goeth rise. SCHINDLER No, no, come on, sit -- He works his way around the table, patting Bosch and Madritsch on the back -- he knows them -- shaking Hujar's hand, who he doesn't know. He reaches Goeth. SCHINDLER How you doing? Goeth takes a good long look at the handsomely dressed entrepreneur and allows him to shake his hand. GOETH We started without you. SCHINDLER Good. Schindler takes a seat, shakes a napkin onto his lap, nods to the servant holding out a bottle of champagne to him. SCHINDLER Please. Goeth watches him. The others watch Goeth. SCHINDLER I miss anything important? HUJAR I was explaining to Mr. Bosch and Mr. Madritsch some of the benefits of moving their factories into Plaszow. SCHINDLER Oh, good, yeah. Schindler clearly doesn't care, but nods as though he did. He drinks. Goeth just watches him with what seems to be growing amusement. He nods to Hujar to continue. HUJAR Since your labor is housed on-site, it's available to you at all times. You can work them all night if you want. Your factory policies, whatever they've been in the past, they'll continue to be, they'll be respected -- Schindler laughs out loud, cutting Hujar off. Hujar glances over to Goeth nonplussed. SCHINDLER I'm sorry. He's not sorry at all, and starts in on the plate of food that's set down in front of him. GOETH You know, they told me you were going to be trouble -- Czurda and Scherner. SCHINDLER You're kidding. Goeth slowly shakes his head no... then smiles. GOETH He looks great, though, doesn't he? I have to know -- where do you get a suit like that? what is that, silk? (Schindler nods) It's great. SCHINDLER I'd say I'd get you one but the guy who made it, he's probably dead, I don't know. He shrugs like, those are the breaks, too bad. Goeth just smiles. The others watch the two of them, unsure how they're supposed to react. INT. GOETH'S OFFICE - PLASZOW - LATER - DAY The others have gone. It's just Goeth and Schindler now. Goeth pours glasses of cognac. GOETH Something wonderful's happened, do you know what it is? Without planning it, we've reached that happy point in our careers where duty and financial opportunity meet. Schindler nods pensively, perhaps in agreement, perhaps at some other thought. There's a silence, broken finally by -- SCHINDLER I go to work the other day, there's nobody there. Nobody tells me about this, I have to find out, I have to go in, everybody's gone -- GOETH They're not gone, they're here. SCHINDLER They're mine! His voice echoes into silence. An acquiescent shrug from Goeth finally. And a nod; Schindler's right. SCHINDLER Every day that goes by, I'm losing money. Every worker that is shot, costs me money -- I have to get somebody else, I have to train them -- GOETH We're going to be making so much money, none of this is going to matter -- SCHINDLER (cutting him off) It's bad business. GOETH (shrugs) Some of the boys went crazy, what're you going to do? You're right, it's bad business, but it's over with, it's done. (pause) Occasionally, sure, okay, you got to make an example. But that's good business. Schindler pours himself another shot from the bottle, nurses it. He's in a foul mood. They study each other, trying to determine perhaps who's more powerful. Eventually -- GOETH Scherner told me something else about you. SCHINDLER Yeah, what's that? GOETH That you know the meaning of the word gratitude. That it's not some vague thing with you like with some guys. SCHINDLER True. Goeth tries to put the situation in perspective: GOETH You want to stay where you are. You got things going on the side, things are good, you don't want anybody telling you what to do -- I can understand all that. (pause) What you want is your own sub-camp. Schindler admits it by not disagreeing. Goeth thinks about it, nods to himself again, then frowns. GOETH Do you have any idea what's involved? The paperwork alone? Forget you got to build it all, getting the fucking permits, that's enough to drive you crazy. Then the engineers show up. They stand around and they argue about drainage -- I'm telling you, you'll want to shoot somebody, I've been through it, I know. SCHINDLER Well, you've been through it. You know. You could make things easier for me. Goeth mulls it over, his shrug saying "maybe, maybe not." A silence before -- SCHINDLER I'd be grateful. There's the word Goeth was waiting to hear. EXT. D.E.F. SUBCAMP SITE - DAY An SS surveyor, with even paces, measures a distance of the bare field adjacent to the factory. He sticks a little flag into the ground. EXT. D.E.F. SUBCAMP SITE - DAY A watchtower, half-erected, the little flag still in the ground. Laborers hammer at it while others roll out barbed wire fencing. A surveyor supervises the placement of a post and carefully measures its heights; it has to be nine feet, exactly. At a folding table in the middle of the field, Schindler signs checks made out to the Construction Office, Plaszow -- requisitioning more lumber, cement and hardware. EXT. CONSTRUCTION OFFICE, PLASZOW - DAY Plaszow prisoners load the requisitioned building supplies -- the lumber, cement and hardware -- onto trucks. EXT/INT. WAREHOUSE, CRACOW - DAY The trucks parked not at Schindler's sub-camp, but at the loading dock of Goeth's private warehouse in Cracow. Inside the building can be glimpsed all kinds of Plaszow goods: clothes, food, construction equipment, furniture. Checkbook laid out on the hood of his Mercedes, Schindler pays for the requested materials a second time -- this time with a check made out to Amon Goeth personally -- and hands it over to his bagman, Hujar. EXT. D.E.F. SUBCAMP FIELD - DAY Some SS architects groan over a set of blueprints. Schindler and an SS officer walk by. SS OFFICER You have the Poles beat the Czechs, you have the Czechs beat the Poles, that way everybody stays in line. SCHINDLER All I have is Jews. He shrugs, Too bad, what're you going to do? The SS guy has to think. Yeah, that's a problem. Two huge leashed dogs yank another SS man across their path. EXT. D.E.F. - DAY As five hundred Plaszow prisoners are marched back onto the grounds of D.E.F., any hope they may have had of a more lenient environment is quickly dashed. The place -- completed -- looks like a fortress: barbed-wire, towers, SS guards and dogs. INT. D.E.F. FACTORY - DAY Where once they glimpsed the not too threatening figure of Oskar Schindler strolling through the factory, the workers who dare glance up now find armed guards moving past. And further up, behind the wall of windows, Schindler moving around, entertaining SS officer. INT. GOETH'S VILLA - NIGHT The Rosner brothers in evening clothes, Leo on accordion, Henry on violin, playing a Strauss melody, trying to keep it muted, inoffensive. Few of the guests pay attention, which is fine with them. An SS officer chats with Schindler. LEO JOHN -- she's seventy years old, she's been there forever -- they bomb her house. Everything's gone. The furniture, everything. SCHINDLER (well aware the man is lying) Thank God she wasn't there. Schindler, with yet another girl on his arm, endures the officer's lies while sweeping the room with his eyes. LEO JOHN I was thinking maybe you could help her out. Some plates and mugs, some stew pots, I don't know. Say half a gross of everything? Schindler looks at him for the first time, knowingly. SCHINDLER She run an orphanage, your aunt? LEO JOHN She's old. What she can't use maybe she can sell. Schindler's girl excuses herself to get a drink. SCHINDLER You want it sent directly to her or through you? LEO JOHN Through me, I think. I'd like to enclose a card. Schindler nods, Done. Both watch his date across the room getting a drink. As usual, she's the best-looking on there. LEO JOHN Your wife must be a saint. Whatever tolerance Schindler's had up to this point with John leaves his face; the looks he gives him now is pure contempt. SCHINDLER She is. INT. GOETH'S VILLA - LATER - NIGHT Goeth's girl tonight, a Pole, eighteen, nineteen, places a hand on Schindler's sleeve. They're at the important end of the large table with Goeth, along with Czurda and Leo John and their girlfriends. GOETH'S GIRL You're not a soldier? SCHINDLER No, dear. CZURDA There's a picture. Private Schindler? Blanket around his shoulders over in Kharkov? Everyone laughs. GOETH Happened to what's his name -- up in Warsaw -- and he was bigger than you, Oskar. CZURDA Toebbens. GOETH Happened to Toebbens. Almost. Himmler goes up to Warsaw, tells the armament guys, "Get the fucking Jews out of Toebbens' factory and put Toebbens in the army," and -- "and sent him to the Front." I mean, the Front. Everybody laughs. GOETH It's true. Never happen in Cracow, though, we all love you too much. SCHINDLER I pay you too much. Another round of laughs, only this time it's forced. Everybody knows it's true, but you don't say it out loud, and Schindler knows better. Goeth gives him a look; they'll talk later. EXT. GOETH'S VILLA - LATER - NIGHT Goeth finds Schindler alone outside smoking a cigarette. Schindler acknowledges him, but that's about it. Finally -- SCHINDLER You held back Stern. You held back the one man most important to my business. GOETH He's important to my business. SCHINDLER What do you want for him, I'll give it to you. GOETH I want him. (turning back) Come on, let's go inside, let's have a good time. Goeth heads back inside. Schindler stays outside, finishing his cigarette. EXT. PLASZOW - LATER - NIGHT A folding table outside the prisoners' barracks. At it, playing cards, two night sentries. A figure appears out of the darkness. Schindler. He sets down on the table a fifth of vodka. EXT. BARRACKS - LATER - NIGHT Stern, summoned from his barracks, watches as Schindler digs through his coat pockets. Nearby, at the table, drinking now, the sentries. From the hill, the villa, the Rosners' music, faint, can be heard. SCHINDLER Here. He discreetly hands over to the accountant some cigars scavenged from the party. From another pocket, he retrieves and hands over some tins of food -- all valuable commodities. From another pocket, perhaps not so valuable, but then who knows, a gold lighter. Regarding this last item -- SCHINDLER This, I don't know, maybe you can trade it for something. STERN Thank you. Schindler shrugs, It's the least I can do. The two stand around a moment more before Schindler shrugs again, Sorry I can't do more. He reaches out, pats Stern on the shoulder, and, turning to leave. SCHINDLER I got to go, I'll see you. STERN Oskar -- Schindler comes back, but, out of embarrassment or -- maybe he wants to get back to the party -- waits with some impatience for Stern to tell whatever it is he wants to tell him. Lowering his voice -- STERN There's a guy. This thing happened. Goeth came into the metalworks -- CUT TO: INT. METALWORKS - PLASZOW - DAY Goeth moves through the crowded metalworks like a goodnatured foreman, nodding to this worker, wishing that one a good morning. He seems satisfied, even pleased, with the level of production. Goldberg is with him. They reach a particular bench, a particular worker, and Goeth smiles pleasantly. GOETH What are you making? Not daring to look up, all the worker sees of Goeth is the starched cuff of his shirt. LEVARTOV Hinges, sir. The rabbi-turned-metalworker gestures with his head to a pile of hinges on the floor. Goeth nods. And in a tone more like a friend than anything else -- GOETH I got some workers coming in tomorrow... Where the hell they from again? GOLDBERG Yugoslavia. GOETH Yugoslavia. I got to make room. He shrugs apologetically and pulls out a pocket watch. GOETH Make me a hinge. As Goeth times him, Rabbi Levartov works at making a hinge as though his life depended on it -- which it does -- cutting the pieces, wrenching them together, smoothing the edges, all the while keeping count on his head of the seconds ticking away. He finishes and lets it fall onto the others on the floor. Forty seconds. GOETH Another. Again the rabbi works feverishly -- cutting, crimping, sanding, hearing the seconds ticking in his head -- and finishing in thirty-five. Goeth nods, impressed. GOETH That's very good. What I don't understand, though, is -- you've been working since what, about six this morning? Yet such a small pile of hinges? He understands perfectly. So does Levartov; he has just crafted his own death in exactly 75 seconds. Goeth stands him against the workshop wall and adjusts his shoulders. He pulls out his pistol, puts it to the rabbi's head and pulls the trigger... click. GOETH (mumble) Christ -- Annoyed, Goeth extracts the bullet-magazine, slaps it back in and puts the barrel back to the man's head. He pulls the trigger again... and again there's a click. GOETH God damn it -- He slams the weapon across Levartov's face and the rabbi slumps dazed to the floor. Looking up into Goeth's face, he knows it's not over. As Goeth walks away -- CUT BACK TO: EXT. BARRACKS - CONTINUED - NIGHT Tight on Schindler, a pensive nod, then a shrug. SCHINDLER The guy can turn out a hinge in less than a minute? Why the long story? INT. D.E.F. - DAY Rabbi Levartov, brought over to D.E.F., works at a table with several others. As Schindler strolls by, the rabbi dares to speak -- LEVARTOV Thank you, sir. Schindler has to think a moment before he can figure out who the grateful man is. SCHINDLER Oh, yeah. You're welcome. EXT. PLASZOW - DAY A dead chicken dangling from Hujar's hand, evidence of some kind. Goeth slowly pacing before a work detail of twenty or so men standing still, silent, in a row. GOETH Nobody knows who stole the chicken. A man walks around with a chicken, nobody notices this. No one confesses. Goeth nods, All right, takes a rifle from a guard and shoots one of the workers at random. With this added incentive, he waits for someone to tell him who stole the chicken. No one does. GOETH Still nobody knows. He shrugs, Okay, points the rifle at another worker -- and a boy of fourteen, shuddering and weeping, steps out of line. GOETH There we go. Goeth goes over to the boy, and, like a distant relative to a small child, tries to get him to look at his face. GOETH It was you? You committed this crime? BOY No, sir. GOETH You know who, though. The boy nods, weeps, screams -- BOY Him! He's pointing at the dead man. And Goeth astonishes the entire assembly of workers and guards by believing the boy. He returns the rifle to the guard and walks away. Hujar stares after him, then knowingly at the boy. EXT. PLASZOW - DAY A truck being loaded with supplies. Schindler signs for it and, appearing as rushed as he always does, returns the clipboard to Stern. SCHINDLER Yeah, sure, bring him over. INT. D.E.F. - DAY Schindler comes down the stairs with Klonowska. As they're crossing through the factory -- BOY Thank you, sir. SCHINDLER (distracted) That's okay. INT. MECHANICS' GARAGE - PLASZOW - DAY A mechanic peering under the hood of Goeth's Adler. Leaning in he accidentally knocks a wrench off the radiator into the fan and there's an awful clatter before the engine dies. The mechanic glances up horrified. EXT. GOETH'S VILLA - DAY As servants hoist a heavy, elaborately tooled saddle from Schindler's trunk - a gift for Goeth -- Schindler sees Stern coming toward him and glances skyward long-sufferingly. INT. D.E.F. - DAY The mechanic, making adjustments to a metal press, glances up as Schindler moves past. MECHANIC Thank -- SCHINDLER Yeah, yeah, yeah. EXT. D.E.F. FACTORY - DAY Across the street stands a