"GLADIATOR" (2000)

GLADIATOR

by David Franzoni

Revisions by John Logan

FADE IN: EXT. FOREST - DAY

Germania. The farreaches of the Roman Empire.

Winter 180 A.D. Incongruously enough, the first sound we hear is a beautiful tenorvoice. Singing. A boy's voice.

CREDITS as we hearthe haunting song float through dense forests. We finallycome to a rough, muddy road slashing through the forest. On the road a GERMAN PEASANT FATHER is herding along threesickly looking cows. His two SONS are with him. His youngest son sits on one of the cows and sings a soft, plaintivesong.

They become awareof another sound behind them on the road -- the creak of wood,the slap of metal on leather. The Father immediately leadshis cattle and his sons off the road. They stand-still, eyesdown: the familiar posture of subjugated peoples throughouthistory.

A wagon train rumbles past them. Three ornate wagons followed by a mounted cohort of fifty heavily-armed PRAETORIAN GUARDS.

The young boy daresto glance up at the passing Romans. His eyes burn with hatred.

Mist momentarily obscures a man's face. Frozen breath. The man is in his 20's,imperious and handsome. He is swathed in fur, only his faceexposed. He is COMMODUS.

He glances up.

The woman across from him returns his gaze evenly. She is slightly older, beautiful and patrician. A formidable woman.

She is LUCILLA.

A beat. Their breath turns instantly to mist.

She arches an eyebrow.

A beat.

The wagon rumblesto a halt. Voices are heard outside. Commodus leaps out...

Three Roman SOLDIERSguard an outpost, a watchtower, on the roadside.

SOLDIER #1 He's at the front, sir.

SOLDIER #1 Don't know, sir. They've been gone for eight days.

Commodus tosses offhis furs -- beneath them he wears a beautiful set of LoricaSegmentata -- the traditional formed armor of Rome. Hemoves to a horse as:

He leaps onto thehorse and canters back to the Praetorian Guard unit.

Soldier #2 climbson his horse and leads them. Commodus rides off with mostof the Praetorian Guard unit.

Lucilla peeks herhead from the wagon. She glances at the remaining soldiers. Distinctly unpromising.

The mighty catapultsdwarf the humans. Soldiers from the elite Felix Regiment-- a legion of the Roman Army -- haul the monstrous machines up a hill.

The commanding General of the Felix Regiment, MAXIMUS, walks between two of thecatapults. He is a striking and intense man in his 30's. Like all the soldiers who surround him, he is caked with mudand exhausted.

He trudges up thehill with his two lieutenants, TITUS and QUINTUS.

They have reachedthe top of the hill. Stunning martial preparations are underway. The catapults join ten others. Archers are takingup position. Brutal "Scorpions" -- devices for firingmultiple crossbow bolts -- are being loaded. Soldiersare also loading the catapults with enormous "Greek firepots" -- large, round terra cottapots.

Maximus and his lieutenants gaze down from the hilltop. Below them they can seea German encampment.

A beat as Maximusgazes down at the German position.

A beat.

A beat as he gazesdown at the enemy.

Maximus and Titusare on their horses, the cavalry of two hundred Felix Regiment warriors surrounds them. Steam flares from their horses'nostrils. They wait in a thick stand of trees -- the Germanposition can be seen across a muddy plain.

A large wolf -- "TheWolf of Rome" -- waits at Maximus' side.

Maximus nods to anarcher. The archer lights the tip of an arrow and sends itflaming into the night sky.

Quintus waits. Thecatapults are loaded and waiting. So too the Scorpions. Sotoo the 200 archers of the Felix Regiment.

He sees the flamingarrow flying up from below.

The mighty catapultsare released. The Greek fire pots arc dramatically throughthe air. A moment later soldiers release the Scorpions and hundreds of bolts streak through the sky. The archers fire a murderous barrage of flaming arrows.

The screaming is almost immediate.

Maximus and his cavalry watch as the fire pots crash down into the German encampment.

The fire pots shatter -- pitch splashes everywhere -- seconds later the bolts andflaming arrows slice down and ignite the pitch -- FLAME EXPLODES -- it is a hellish, napalm-like vision -- the conflagration illuminating the twilight.

The deadly rain offlaming arrows spreads terror through the German camp --

Maximus watches theGerman camp.

He can see the nightmare destruction of the encampment continuing -- firepots and Scorpion bolts and flaming arrows -- panic in the German encampment.

He sees the Germansbegin fleeing across the plain. He quickly raises hissword and whispers a prayer, then turns to his men:

He spurs his horseand races out of the trees to the plain...

Maximus leads theterrifying and relentless cavalry charge -- Titus at his side-- the Felix Regiment screams out fearsome war cries as theygallop across the muddy plain toward the Germans --

Fire pots and flaming arrows are crashing down everywhere around them --

The cavalry SLAMSinto the Germans at full gallop --

It is carnage.

The Felix Regimentwarriors slash ruthlessly with short swords -- slicinga path of sheer destruction through the Germans -- but theGermans fight with equal brutality -- and the Germans also fight with the desperation of a hopeless last chance -- theypull and spear Roman soldiers off horses whenever they can--

Maximus spins hishorse and swings his sword with expert efficiency -- a spear stabs through the neck of his horse and it immediately collapses forward --

Maximus sails overthe horse's head and crashes to the muddy ground -- he jumpsup and is in the midst of the battle --

The flaming arrowsand exploding fire pots create a ferocious inferno everywherearound the battle -- the flames silhouetting the fighting --

On the ground, Maximus proves his absolute worth as a warrior -- he hacks and dodges -- ghastly images of true ancient warfare -- Maximus'eyes burn with a zealous fire as he fights for his life--

He finds he is momentarily at a terrible disadvantage -- Germans are surrounding him from all sides -- as he fights he looks for an advantage -- for his soldiers -- for anything -- he is doomed --

Then -- an almostmystical image -- Maximus' wolf leaps through a wall offlame --

"The Wolf of Rome"savages several Germans around Maximus -- giving him the helphe needed.

The wolf and his master fight, side-by-side.

We see an old man'sface, staring down at the battle. The face is weather-beaten, ailing. The roaring flames from the battlefield belowflicker in his sad eyes.

MARCUS AURELIUS, theEmperor of Rome, is on a horse. A metal brace extends fromthe back of his saddle. He is strapped to the brace with thick, leather straps.

He watches as theFelix Regiment below concludes the battle. The cheering of theRegiment can be heard as the final, isolated pockets ofGermans are cut down.

Behind Marcus thesun is setting, painting the world blood red.

Maximus, bloody andspent, walks through the aftermath of the carnage. The Wolfof Rome is at his side. Dead and dying by the hundreds are scattered everywhere. Roman surgeons are attending to the wounded.

Marcus walks to him,embraces him warmly.

Marcus takes Maximus' arm and they walk through the masses of bodies. Maximus holds Marcus' arm firmly, quietly supporting him as they walk.

Suddenly, a tetheredGERMAN PRISONER they are passing calls out to them:

Maximus and Marcusstop. A soldier moves quickly to silence the German Prisoner.

The soldier movesto kill the insolent Prisoner.

The soldier leadsthe German Prisoner away.

Maximus and Marcuscontinue walking in silence for a beat. Then:

They continue walking through the mountains of bodies...

Maximus and Marcusare now walking along a road through the dense forest. Slaves follow behind them, leading their horses.

Both sides of theroad are filled with the men of the Felix Regiment. As Maximus and Marcus pass, the battered and bloody soldiers dragthemselves to their feet, raising their swords, paying silent homage.

Just then Commoduscanters into view with his Praetorian Guard escort. Hewatches the army honor Maximus with rank envy as he nears.

He rides up to Maximus and Marcus.

He leaps from hishorse.

Commodus embraceshim, awkward.

Commodus embracesMaximus, even more awkward.

They walk, Maximusstill supporting Marcus, as:

Maximus laughs.

Maximus waves forMarcus' horse. It is brought up. Several soldiers carefullyhelp the old man into the saddle. He is then tethered to thebrace on his saddle. It is a slow, graceful and embarrassing ordeal for the Emperor of Rome.

When at last he isstrapped in, he looks to Maximus.

Without a word tohis son, Marcus nods and the horse is slowly lead away.

Commodus and Maximuswatch him go.

A beat.

He turns and stalksaway.

We see the Roman encampment, a sea of tents. Hundreds of campfires burn before the tents.

Maximus enters a large tent and is met by a spectacle of the dead and dying. Roman surgeons are working feverishly to save lives. Limbsare amputated, the bloody stumps quickly cauterized with hotirons. Leeches and bronze cups are employed for blood-letting to balance "humours."

Anesthesia as we knowit is nonexistent. Wine amphoras are passed around andorderlies fan narcotic smoke toward the patients. Mostly,though, they just hold down the writhing patients.

Maximus moves through the tent, offering a word of comfort here and there. Allthe wounded are delighted to see him.

He goes to an oldersoldier, GALLUS, who has one wooden hand. His other hand isbandaged.

Maximus smiles andmoves on.

He stops at a youngsoldier, VALERIUS, whose head has been shaved. A hole hasbeen bored into his skull to relieve the pressure on his brain. The young soldier is dying.

A beat. Maximus sits by his cot. He takes Valerius' hand.

A beat.

He smiles. And heis dead.

Maximus sits for amoment. He gently closes Valerius' eyes. And Maximus findsthat he is weeping.

He is not ashamedof the tears.

An immediate swirlof noise. The grand mess tent is crowded with soldiers. Theyare still filthy with caked- on mud and blood. Wounds arebandaged and tankards are raised in celebration of thevictory.

Marcus sits in a central position and receives visitors. Currently two Senators, FALCO and GAIUS, are bowing before him.

Meanwhile, Maximusstands with his lieutenants, Titus and Quintus. A woundon Maximus' arm has been bound.

Commodus perambulatesup to them.

An awkward glancebetween the soldiers. This sort of talk is offensively premature.

Senators Gaius andFalco join them.

Laughter.

Meanwhile, a darkeye is studying the men through a hidden slit in the tent wall. The eye is particularly drawn to Maximus.

A beat. Commodus'eyes flash fire at this public rebuke. He very quickly getscontrol.

He notes his fatherbeing helped out of the tent by several body slaves.

Marcus is helped outof the mess tent into a tent corridor attached.

He sees his daughterLucilla in the corridor, spying in through the slit inthe tent wall. He watches her, smiles.

She turns to him. He leaves his body slaves and goes to her.

A beat. They stareat each other. He finally smiles.

She smiles and takeshis arm. They slowly walk down the tent corridor as:

They disappear intodarkness.

Maximus is sloggingthrough the mud and snow that blankets the Rome camp. Hestops to observe an unusual sight.

Commodus is strippedalmost naked, his chiseled body covered in a fine sheen ofsweat. He and his six CENTURION BODY GUARDS are going through their daily ritual. They defy the sub-zero temperatures and hack at small trees with swords.

It is an eerie, zen-likeworkout. Commodus' intense concentration is unnerving.

Maximus watches fora moment then moves on. He approaches a large network of tents. He enters.

Maximus enters Marcus' darkened tent. Flickering braziers provide the only light in the enormous Imperial tent. Heavy beams support thecanopy and they creak like the timbers of a ship as the tent sways slightly in the wind. Marcus stands before a map of theRoman Empire.

Marcus holds out ascroll.

A stunned pause. Maximus stares at him.

A long beat.

A beat.

Marcus sits. He doesn't look at Maximus.

A pause.

A beat.

He holds out a handto Maximus. Maximus takes his hand, deeply moved, kneeling.

A beat.

A beat.

Maximus looks at him.

A beat.

Maximus nods and rises. He begins to go. Stops.

He goes.

Maximus emerges fromMarcus' tent into a long tent corridor, deep in thought.

He turns. Lucillais waiting. She glides to him.

He turns to her.

He turns and walks. She walks with him.

A beat.

A beat.

A beat.

She smiles sadly.

A moment between them. We sense there is much to be said, much that could besaid.

Finally:

He goes. She watches him walk away.

Maximus kneels before a small altar in his tent. He faces six small figuresthat represent his dead ancestors.

He looks at his "ancestors" for a moment and then blows out the candles aroundthem.

Commodus' eyes arered with weeping. He sits, head down, at the foot of Marcus'bed and speaks to his father.

He stands. We seethat he is holding the scroll denoting Marcus' intentionto nominate Maximus as Emperor to the Senate. Commoduscannot control his tears.

Commodus weeps.

Quintus is wakingMaximus --

Maximus leaps up andthrows on a cloak, strides out with Quintus...

Dead of night. Maximus and Quintus stride quickly through the sleeping camptoward Marcus' tent.

They continue on toward Marcus' tent.

Maximus and Quintusstride into the tent -- Maximus slams to a halt. Stunned.

Commodus stands before him. Lucilla stands in a corner of the tent, head down.

And Marcus Aureliusdead, lying on his bed.

Maximus stares atMarcus.

Maximus, not evenhearing, steps past him to Marcus.

He stands for a moment and then slowly kneels before Marcus and gently kissesthe old man's forehead. A ritual farewell.

A moment of silentmourning and then Maximus stands. He turns very, very slowly to Commodus.

Maximus glares athim:

Commodus does notrespond.

Maximus glances toLucilla, she avoids his eyes.

A beat.

Maximus turns backto Marcus.

Without a glance toCommodus, he stalks out.

A silent beat. ThenCommodus nods to Quintus. Quintus goes.

Lucilla looks at Commodus for a long moment, her face an enigmatic tornadoof complex emotions.

Then:

Maximus is kneelingbefore his ancestors, head down, his fists clenched, praying.

Quintus and four Praetorian ASSASSINS suddenly burst in -- the assassins moveimmediately to bind Maximus -- swords at his throat --

Quintus goes to Maximus'armor, which hangs nearby, and slowly removes hisseal of office.

They pull Maximusout --

Five horses are waiting.

They are almost runover by a stern cohort of twenty Praetorians who gallop past. Maximus knows immediately what this means.

A beat.

Maximus lunges athim -- the Praetorians subdue him -- slamming him witha sword hilt -- knocking him unconscious.

The four Praetorianassassins lead Maximus along a road. He sits slumped in hissaddle, drained.

ASSASSIN #1 All right, this is far enough.

The three other assassins climb from their horses. Assassin hard.

ASSASSIN #1 (cont’d) You two take him down there where no one will find him.

ASSASSIN #3 Come on, General...

Assassin #3 and Assassin #4 drag Maximus down a densely forested hill alongthe road. Maximus' hands are still bound in front of him. He seems totally lacking in any resistance.

Maximus eyes the twoassassins as they troop down the hill away from the road,he notes their sparkling armor. Thearmor of men who have never seen real battle.

ASSASSIN #3 What?

ASSASSIN #3 Not like this, exactly... this is good, you can stop.

They stop. They arefar down the hill, out of sight of the road.

ASSASSIN #3 Would you kneel, General?

Maximus kneels, hiswhole body secretly coiling. Assassin #3 stands over him as:

ASSASSIN #4 Be quiet.

ASSASSINS #3 All right, where?

Maximus points hisbound hands at a spot on the back of his neck.

Assassin #3 dutifully puts the point of his sword on the spot on Maximus' neck.

A grave mistake.

Maximus instantlygrabs the blade of the sword with his hands and yanks it fromAssassin #3 -- EXPLODING up -- his hands are bleeding but hetosses the sword into the air and catches it -- swings the sword with brutal efficiency -- decapitating both assassins --

On the road above,the other two Assassins are on their horses, waiting.

They hear a quickyelp from below. And then nothing.

Assassin #1 nods forAssassin #2 to check on the execution. Assassin #2 cantersoff the road and down the hill...

Assassin #2 cantersdown the hillside.

He senses movementbehind him -- spins around, drawing his sword -- too late--

Maximus throws a sword -- it flashes through the air -- and into Assassin #2.

Assassin #1 waitson his horse. He hears the commotion below -- spins his horsearound just as Maximus bursts to the road. He stands with a sword.

Assassin #1 spurshis horse and gallops toward Maximus at full speed -- Maximus crouches and prepares --

Assassin #1 and Maximus swirl together for an instant -- both slashing brutally--

Assassin #1 continues to gallop past Maximus. He stops. He looks down. A woundin his stomach. He falls off his horse. Dead.

Maximus has also been wounded -- a deep gash on his side. He fights the pain ashe moves toward the horses...

Maximus is gallopingthrough the forest at lightning speed, leading four horsesbehind him. The gash in his side bleeding.

A gloomy day. Emperor Commodus stands before the assembled Felix Regiment. Thesoldiers are already uneasy. They note Quintus standing byCommodus, wearing Maximus' seal of office. Where is Maximus?

Titus glances quickly to Gallus, whose hand is bandaged from surgery. They knowthis cannot be true.

The Felix Regimentresponds, many unsure.

Commodus strides offand the Felix Regiment slowly disbands, muttering to one another in confusion. Titus and Gallus go to Quintus.

He stalks off. Titus and Gallus, concerned, watch him follow after Commodus.

Lucilla stands inMaximus' tent. She looks around. She gently touches hisLorica Segmentata. Her fingertips move along the contoursof his armor. She tries to retain her neutral demeanor.

She notes his "ancestors" on the small alter.

Maximus continuesto gallop, he is on a different horse. He leads only two horses now.

Maximus' home in Spain is beautiful beyond measure.

We see verdant farmlands and vineyards and a spacious house nestled amid gentlyrolling hills.

Maximus' eight-year-old SON is in a paddock playing with his pony. He stops, sees something. Over a hill, he can just glimpse a battle flag, approaching.

He screams with joyand runs toward the flag as he calls:

Maximus' WIFE emerges from the house, drying her hands on a cloth and smiles.

Maximus' Son racestoward the flag. He can just see the soldiers beginningto appear over the hill.

Not a Roman Legionat all. Twenty Praetorians canter over the hill. Maximus'Son stops, confused.

Maximus is gallopingup a hill, leading only one horse now. The horse he is onis exhausted, spent, foam coats its neck. It can't make it.

The horse collapsesand Maximus falls. He immediately leaps onto the remaininghorse and continues riding up the hill.

Maximus is racingover the countryside, galloping in a frenzy. His woundis bleeding profusely, coating the side of his horse.

He rears the horseto a stop for a moment. Over a hill he can see thick blacksmoke rising. He spurs the horse and gallops over the hill...

And his worst nightmares are realized.

His home and his vineyards have been destroyed. The earth has been scorchedand his house is still smoldering. He rides up to the house and practically falls off the horse.

He pulls himself upand walks past the smoldering debris of his house, fearingwhat he knows he will find.

He sees the bodiesof servants scattered about in the ruins. He sees a Praetorianbattle flag.

He continues on, hiswound bleeding more with every tortured step. He finallystops. He stares up.

His wife and his sonhave been crucified and burnt. They are nothing more thangrotesquely twisted, charred shapes.

Maximus instantlycollapses to his knees -- he howls out his torment in a heartrendingkeen of despair as he coats his face in the ashesof his dead world. He sinks into unconsciousness, praying for death.

An unusual jinglingsound is heard. Maximus appears to be dead, his gaping wound beginning to fester.

The source of thejingling becomes clear when we see the feet of Bedouin brigands,with delicate anklets, shuffling around him. A hand toucheshis sandals. Rich sandals. Another touches his tunic. Good cloth.

Suddenly Maximus groans. The hands stop. He's alive. A bit of quick languagein an unknown tongue.

Then the hands grabMaximus and drag him away.

Maximus' eyes slowlyopen --

Inches away from hisface -- a lion roars --

Maximus lurches back.

He looks around torealize he is in a filthy slave wagon. Three other wagonsslowly move over the desert landscape. Exotic animals arecaged in pens or led alongside the wagons: lions, panthers, zebras, a giraffe. A dozen slaves are chained together alongside sacks of spices and other cargo. Bedouin slave traders jabber in a surrealbabel of foreign tongues.

And someone is looking at him. JUBA, a striking African, is gazing at him impassively as hechews something. Juba is also chained.

Juba spits what hehas been chewing into his hands and moves to Maximus.

Maximus looks down-- the bloody wound at his side.

Juba carefully places his poultice over the wound -- Maximus hisses in pain --Juba massages the poultice into the wound gently as:

Maximus stares athim. Juba looks down at him with the barest hint of a smile.

The heat of Moroccois unlike anything Maximus has ever known. Shimmeringheat waves undulate over the sand.

The provincial market is bustling like the proverbial anthill. Slave traders and dealers and merchants move around, all talkingvery quickly and very emphatically.

Maximus, Juba anda number of other slaves are on display, poked and proddedand fondled. Their BEDOUIN SLAVE TRADER sings out their praises to anypassers.

The crowd parts almost magically for the dramatic arrival of PROXIMO. Proximois a large man of immense appetites. He has the ferocious appearance of a true pirate. Two slaves follow behind him and impotently swat at flies with switches.

Proximo SLAMS a fistinto the Slave Trader's face. The Slave Trader sails back.

The Slave Trader pulls himself up, hugely obsequious.

Proximo examines theanimals.

Proximo moves to Maximus. The Slave Trader forces open Maximus' mouth.

Proximo notes themany old battle scars on Maximus' body.

Maximus doesn't respond.

Maximus doesn't respond.

Proximo looks at Maximus, notes the many battle scars again. The scars, and something he senses in Maximus' eyes, is enough for Proximoto consider it.

The Slave Trader andhis colleagues grab Maximus and bustle him across the market, unlocking his chains. Maximus has no idea what's goingon.

In the center of themarket place, a veritable GIANT of a man sits on a small stool, a wooden sword in his hand. He is hunched over and chained to the ground by a ten foot chain shackled to his ankle. A think metal helmet is riveted around his entirehead, only long turfs of hair emerging. His dim eyes starelistlessly through a slot in the helmet.

The Slave Trader puts a wooden sword in Maximus' hand and shoves him towardthe Giant. The Giant stands. He towers over Maximus.

The Giant suddenlyswings his sword -- he moves with remarkable quickness-- Maximus makes no attempt to block the blow -- it sends himflying to the ground.

Maximus pulls himself up.

The Giant moves inand hits him again -- Maximus recoils -- the Giant hits himagain -- Maximus falls.

Maximus pulls himself up.

The Giant moves inagain -- he slams him a few more times -- Maximus makes no attempt to protect himself -- he falls.

Maximus pulls himself up. The Giant is about to attack again - -

His colleagues raceinto the ring and haul the Giant away from Maximus. TheGiant quietly sits back on his stool.

Proximo studies Maximus for a moment and then glances to the Slave Trader.

Maximus and Juba arecrammed into a wagon with about ten other slaves, including a very scared and reedy SCRIBE. Other wagons are filledwith exotic animals, including several lions.

The wagons move through a crowdedcasbah and are taken through an imposingset of gates to...

An open compound inProximo's school. On one side of the compound is a seriesof cages filled with wild animals of every description-- including Proximo's two hapless giraffes.

Proximo's house slaves begin unloading the newly purchased exotic animals intocages as Maximus and the new slaves are unloaded. Heavilyarmed guards supervise everything.

But Proximo's slavesare having a bit of a problem with one of the new lions --it growls and resists them.

Without the slightest hesitation, Proximo thunders to the lion and grabs itby the mane -- manhandling it into a cage.

He kicks the lionin the rear as he shoves it into the cage.

Proximo's provincialschool resembles nothing so much as a seedy prison. Thefading grandeur of the decaying battlements and thesweeping North African architecture only slightly mitigatethe brutal feel of the place.

And if Maximus hadany doubts as to Proximo's profession -- all doubts are washed away when he sees the compound.

Twenty GLADIATORSare working out in the compound -- hacking at practice dummiesand sparring. The many heavily armed guards oversee everything. The gladiators stop working out as they see the newslaves enter. They eye their potential new opponents warily.

One huge, gloweringgladiator -- VIBIUS -- watches with particular interest. His eye is quickly drawn to the most obvious athlete: Juba.

The new slaves areherded to the middle of the compound and house slaves immediately begin throwing buckets of water on them, cleaning them.

Meanwhile, Proximoshrugs off his cloak. A slave brings him wine as he give his"welcoming speech" to the new slaves:

Slaves now toss thick handfuls of powdered lime on the new slaves -- they coughand clench their eyes shut, the lime coats and stings their wet bodies.

Slaves throw morewater on the new slaves -- washing off the lime.

He gazes evenly athis new acquisitions.

He strides off andthe guards shove the new gladiators toward their cells.

Maximus and Juba share a small, filthy cell. The cell door faces the open compound. Across the compound they can see the much more comfortable cells of the "star" gladiators such as Vibius.

They both sit on thefloor, leaning against the wall. Juba is eating a bowl of food with a wooden spoon. Maximus' bowl and spoon are at his side, he has not touched them.

Maximus does not respond.

Maximus does not respond.

A long beat.

Maximus does not respond.

A beat.

Maximus finally looks at him.

Maximus does not respond.

Maximus and Juba arebeing observed. Proximo stands in the shadows of the compound and watches intently.

Blood appears to beflowing across an oxen's back. But the blood is too rich,too red.

The oxen are pullingan open slave wagon through the crowded streets of the town. Hanging above the street is dyed wool drying in the sun. Vermilion and crimson dyes drip down and splash across theoxen -- and splash across the gladiators.

Maximus, Juba, theformidable Vibius are chained in the back of the wagon. Alsothe frightened Scribe.

Proximo and a fewof his guards drive the wagon. Proximo has an umbrella over him,colored with years of dripping dyes.

They pass a bannerhonoring Vibius, the star of Proximo's stable.

Meanwhile, the terrified Scribe is almost weeping, chattering nervously to Vibius,chained next to him:

He suddenly vomits.

The Scribe beginsto weep.

The crowds in thestreet jeer at the passing gladiators. Occasionally throwing trash at them. A pack of children run alongside the wagon,chanting:

Maximus watches thechildren for a moment and then another sight draws his attention. Over some buildings he can see vultures circlingin the distance.

In the cramped holding area of the arena, a dugout beneath the stands, Maximusand the other gladiators are waiting.

Proximo walks beforethem, giving a final "pep talk." He gazes at them evenly, his eyes going from face to face.

He stops at Maximus.

Drums are heard fromthe arena. Proximo nods to a waiting blacksmith.

The blacksmith begins slamming shackles on the gladiator's wrists -- chainingthem together in teams of two by a chain about four feet long.

The blacksmith isabout to chain Maximus to the Scribe.

Proximo nods to Vibius, who, for reasons we shall soon see, makes no protest tobeing chained to the whimpering Scribe.

Proximo watches theblacksmith shackle Maximus and Juba together and thenstrides off.

Proximo sits in abox with several other GLADIATOR TRAINERS. They drink wine andeat constantly. A perpetual chatter of wagers and odds andside bets.

The arena is onlysparsely attended this day.

TRAINER #1 How many strokes?

TRAINER #1 For the great Vibius, one stroke.

In the arena:

Proximo's chainedteams enter the arena, five teams. Maximus and Juba are chainedtogether. Some of the small crowd cheers for Vibius. He acknowledges the cheers. He is chained to the weeping Scribe.

In the box:

Trainer #1 laughs.

TRAINER #1 (re: Vibius) Who's he with?

TRAINER #1 I'll raise the wager.

In the arena:

From the oppositeend of the arena a dozen armored, very scary Andabatae thunder into the arena. Some of the crowd cheers.

The Andabatae immediately race for the chained teams and the battle is on.

Vibius spins intoaction -- dragging the weeping Scribe after him as he circlesopponents and fights -- the Scribe is almost instantly killed -- Vibius immediately hacks through the Scribe's wristand frees himself, as Proximo surely intended. Vibiusis now free to fight alone, swinging the chain as an additional weapon.

Juba's eyes dart everywhere as he tries to move with Maximus - - Maximus neitherhelps nor hinders -- allowing Juba to pull him along --

Proximo, now thathis star Vibius is safe, watched Maximus and Juba closely.

Juba fights well,with a strange elegance, his body flowing like liquid -- buthe is inexperienced. He strikes a few blows and then triesto move away -- finally he is in trouble -- cornered -- a hugeAndabata is slicing at him -- it is a desperate battle --Juba is losing -- his sword is slammed away -- the Andabataraises his sword for the kill --

And Maximus strikes.

With a sudden roarhe EXPLODES into action -- he swings past Juba and blocks theblow meant for Juba -- then he slashes the Andabata -- killing him -- he pulls Juba after him ashe fights --

It is a dazzling display of Maximus' skill -- he moves through the Andabataeat amazing speed -- spinning around Juba and protectinghim -- slashing ruthlessly -- pulling Juba after him andcommanding the battle -- Juba recovers a sword and they fighttogether.

In the box:

Proximo watches, smiles. A gladiator is born.

SENATOR GRACCHUS,an imposing, moral and corpulent man in his 60's, is riding ina luxurious wagon with Senator Gaius.

And CAPTAIN MARCELLUS, the handsome Head of the Roman City Guard.

Their wagon slowlymaneuvers through the crowded streets of Rome. The cosmopolitan bustle of the great urbancenteris everywhere aroundthem.

Their wagon stops-- hopelessly stuck in a massive traffic jam of chariots, wagons and sedan chairs.

Emperor Commodus isstanding before a group of male children and their tutors inhis throne room.

The throne room isstill very much the province of his father. Manuscriptsand astronomical charts and papyrus scrolls and wax tablets litter the heavy desk. A large bust of Marcus Aureliusis in one corner.

Lucilla and SenatorFalco are present. So too Senators Gracchus and Gaiusand Captain Marcellus.

A well-rehearsed child presents Commodus with a laurel wreath.

The child smiles andmoves back to his fellows.

Commodus actuallybows before them, an unimaginable honor.

The tutors bow inresponse and herd the children out.

Commodus moves tothe desk, standing over it and gazing at Marcus' scrolls as:

Commodus slowly begins pushing Marcus' papyrus scrolls off the desk to the floor, one by one, as:

As Commodus speakshe moves to the chair behind the desk, tries it, doesn'tlike it, nods to a slave. The chair is whisked away.

As Commodus speakshe moves to the bust of Marcus, studies it, doesn't like it,nods to a slave and the bust is whisked away. Lucilla watches this closely.

Commodus stops. Looks at him. A lethal moment.

Startled looks between Gracchus, Gaius and Marcellus.

A beat.

Gracchus ignores awarning look from Gaius.

Commodus spins onhim so quickly and with such feral violence that everyone is shocked --

He snarls like a great jungle cat and he stalks away. Senator Falco quickly follows.

A dreadful silence.

Then:

She sweeps out.

A beat.

A beat.

Maximus is marchingrelentlessly through the dugout and cramped, serpentinetrench-like tunnels that lead to the arena.

We don't really seeMaximus well in the dark tunnels.

Proximo scurries tokeep up with him -- they brush past gladiators who linethe walls. Some are wounded, some are being attended toby surgeons, some are shell-shocked, some are nervously waiting to go on, whispering prayers.

We twist and turnin the tunnels with Proximo and Maximus as:

The roar of the crowd is growing, they are nearing the arena...

Without a word toProximo, or a moment's hesitation, Maximus strides into the arena.

We continue with Maximus as he strides into the roaring arena.

We finally see himin the blazing sunlight -- he wears traditional gladiatorarmor and now has longer hair and a beard --

A battle is alreadyin progress, fighting and dead and dying gladiators crowd thearena --

We stay with Maximusas he wades through his opponents, fighting them heroically, slashing through them without stopping --

The large crowd cheers mightily -- chants of "Spaniard! Spaniard! Spaniard!"

We stay with Maximusas he cuts through the four Celts like a scythe through wheatand then we dramatically pull up and away --

Taking in the roaring arena and the hero.

A large mess areahas been set up. The tables around the compound are crowdedwith gladiators. Guards everywhere.

Maximus and Juba enter. Move to get food. All conversation gradually drains away as the other gladiators watch them. Silence.

Maximus and Juba note the strange silence as they move to a large table. Vibiusis at the table with a number of other gladiators. Thereare no places for Maximus and Juba.

Vibius stands andkicks two other gladiators off their bench.

Maximus and Juba sit.

Vibius remains standing. He begins to pound on the table with his fist. Soonall the gladiators are pounding on their tables. It is a cacophonous dinhonoring Maximus.

Proximo sits on aterrace overlooking his compound, sipping wine. Various gladiators can be seen working out below.

A guard brings Maximus. Proximo nods for the guard to leave.

The plate is filledwith honeyed butterflies, their wings still moving slightly.

Maximus shakes hishead. Proximo pops one into his mouth. He chews as he looksat Maximus.

Maximus shakes hishead.

Maximus shakes hishead.

A beat.

Maximus shakes hishead.

Maximus shakes hishead.

A beat. Proximo studies him.

A beat.

A beat.

Proximo watches Maximus very closely for the following:

Maximus' eyes suddenly flash to Proximo. He is transfixed, his eyes burning.

A beat.

Maximus shakes hishead.

A beat. Proximo sees that Maximus' mind is racing.

A beat.

Maximus is crouchedin the back of an enclosed slave wagon with Vibius, Jubaand a few other gladiators.

In the distance, Rome.

Commodus sits on hisbed, rubbing his aching head. Lucilla is preparing a drinkfor him, a medicinal tonic.

Unseen by him, sheadds a little special powder to the drink from a vial secretedin her robe.

She goes to him.

She takes a sip andthen hands it to him.

She sits on the edgeof the bed. He drinks as:

A beat. He is sleepy, he lies back on his bed.

A beat.

He is asleep.

She watches him fora moment and then rises.

She goes.

Lucilla moves downa long corridor in the palace and blows out candles as shegoes.

She finally arrivesat her own chamber and enters...

Senators Gracchusand Gaius and Captain Marcellus are waiting.

A beat. She looksat them.

A long beat.

A beat as her wordssink in.

A door opens, a voice...

An eight-year-oldboy stands in a doorway, sleepy. He is LUCIUS, Lucilla'sson.

Lucius suddenly notices Senator Gracchus:

He leaps onto Gracchus -- Gracchus laughs and pulls something from his robe.

Gracchus gives Lucius a beautifully painted toy of a sea serpent.

Lucius runs to a mapand stabs his finger at Achaea. We sense this is an oldgame between them.

Lucius goes. Lucilla shuts the door after him. A moment. She turns to the others, a deep anguish in her eyes.

Gracchus goes to her, holds her.

Maximus cranes fora sight of the Eternal City through a hole in the wooden slatsthat cover the slave cart.

He can see only glimpses of Rome as they pass. But the images are not whathe expected. Alongside the undeniable glory of the city,the madness and disease Marcus Aurelius spoke of are readilyapparent.

Maximus sees flashes of plague victims being tossed on carts heaped with bodies-- he sees getting and spending and commerce everywhere-- he sees fascist Praetorian Guard units trooping past -- hesees the magnificent architecture of the city -- he sees starving children begging from filthy gutters -- he sees rich citizens out for a stroll -- he sees a swirling combinationof sophistication and depravity, of civilization and corruption.

He sits back in thecart, deep in thought. Vibius looks at him.

The slave wagon pulls up to Proximo's rather grand Roman compound. Guardsunlock imposing gates and the wagon drives in...

Inside the gates isa large courtyard, much like Proximo's Moroccan school butmuch more impressive. A fountain with an enormous statue ofthe war god Mars is central in the courtyard.

The gladiators climbfrom the wagon, stretching after the long journey. Vibius leads Maximus and Juba to the statue. He wades through thefountain and kisses the toe of Mars.

Juba steps up andkisses the toe.

Maximus kisses thetoe as well.

Guards come and leadthem to their cells, which line one side of the courtyard.

Later. Maximus andJuba again share a cell. It is more comfortable than their cell in Morocco, befitting Maximus' new status as oneof the "stars." A high, barred window on one wall opens tothe city. Another barred window is directly over them,twenty feet above.

Maximus pulls himself up to the side window, he looks out.

And sees at last...The Colosseum.

It is a breathtakingsight. Monolithic Albert Speer-like columns of light shine up from the Colosseum. It seems to illuminate the wholecity and the heavens above.

Maximus drops backto the floor.

A beat.

A beat.

A beat.

A beat.

A beat.

A beat.

Juba looks at him.

A long beat.

Juba leans his headback and quietly begins to sing. A haunting lament inhis native tongue.

A flurry of imagesfrom around the Colosseum, the energy mounting. At thispoint we see practically nothing of the inside of the Colosseum:

Slaves are balancinghigh above the empty arena. They are on ropes unrolling hugerolls of muslin; sun tarps that provide shade below...

Merchants open stalls in the curved arcade around outside of the Colosseum. Theysell everything from food to magic elixirs, from toysto aphrodisiacs. They immediately start declaiming and demonstrating the virtues of their products...

Gangs of whores ofboth sexes trawl the streets. They have bizarrely-coloredhair and elaborate makeup...

Citizens begin arriving, pushing past the vendors and the pickpockets. We seewhole families with picnic lunches...

Ferocious animalsare brought into the Colosseum in barred cages...

In the busy arcade,barbers and blood-letters practice their craft alongside exotic alchemists, fire eaters and contortionists...

Richer citizens arrive in sedan chairs and chariots, they feign indifferenceto the hooting mob...

Mounted City Guardpolice units try to retain some order...

Gamblers crowd betting booths and haggle mercilessly...

Finally, we see Maximus and the other gladiators in a slave cart. Maximus watches everything as the slave cart disappears into theColosseum...

The interior of theColosseum is a busy world unto itself.

Maximus and the others are lead by Proximo's guards down a long ramp and pastcountless animal cages. Gamblers circulate everywhereand observe the warriors, angling for the best odds andthe best matches.

Maximus and the others are led even deeper into the bowels of the Colosseum to anew whole subterranean realm. Numerous cells line the walls. Racks and racks of weaponry and armor.

And, most striking,everywhere around them is the heavy machinery of the spectacles above. Huge "elevator" platforms and ramps and pulleys and counterweights are manned by teams of sweating slaves.

Finally, Proximo'sguards lead the gladiators to their holding cells. These cells are right at the edge of the arena. Barred windows offer a sand-level view of the action.

Maximus immediatelygoes to a window and looks out.

He cannot see muchof the entire arena, but what he does see transfixes him. Aband of Christians are huddled together. An eerie silence from the Colosseum but for the prayers of the Christians.

Maximus watches them.

One little girl peels past her mother's arm. She sees Maximus. She smiles.

Suddenly a dozen ferocious lions race up a ramp by Maximus -- they roar into thearena --

We do not see thecarnage. We watch Maximus' face as we hear the sounds of theslaughter.

And the sound of theroaring crowd.

Maximus finally cannot watch. He drops his head.

Proximo is with adozen other gladiator trainers and the Colosseum's oratorand majordomo, CASSIUS.

They are hagglingin an secluded area not far from the arena itself. Huge chalkboards chart the day's matches and wagers and odds.

Colosseum touts continually erase and mark new figures on the chalkboards to keepup with the swiftly changing bouts.

The roar of the lions and the unnerving screams of the Christians can clearly be heard.

Upset roars from some of the trainers.

TRAINER #1 You promised me a bear match, Cassius!

TRAINER #2 I have ten damned gorillas! You said gorillas yesterday!

The four trainersexplode in a flurry of resistance --

TRAINER #3 My men are too good for -- !

TRAINER #3 It'll cost you --

TRAINER #4 120,000! All I have is my best Thracians!

TRAINER #4 My Thracians are worth -- !

He strides back tothe arena. The touts instantly begin making new marks onthe boards to represent the mysterious "Carthage Spectacle"as some of the trainers hurry out.

Proximo walks withTrainer #4:

TRAINER #4 30,000?! On a Spaniard?! That provincial sun has curdled your brain!

They disappear downa dark corridor, negotiating all the while.

Maximus, Juba, Vibius and another of Proximo's gladiators are being armed. Theyall wear mask-like helmets.

Proximo hurries tothem.

Trumpets begin sounding from the arena.

The guards quicklybustle the four toward a gate leading to a dark tunnel to thearena.

Short swords are shoved into their hands and the gate rises. They are pushed intothe dark tunnel leading to the arena. The gate closes behind them.

The four gladiatorsstand for a moment and then slowly walk down the tunnel to...

At last we see it.

The mighty ColosseumArena.

Nothing we could have possibly imagined could have prepared us for the sight ofthe thousands and thousands of screaming spectators, the rowafter row of cheering faces.

It is staggering.

But for Maximus noneof this exists. His full attention is focused on one spotalone. The Imperial Box.

He can see Commodusand Lucilla sitting in the box. The box is elevated fifteenfeet above the arena floor at the top of a sheer black marblewall. A cohort of fifty imposing Praetorian Guard Archers surround the box. Commodus' personal Body Guard of sixCenturions actually stand in the box itself, eyes constantly watching like modern Secret Service agents.

Commodus is untouchable.

Meanwhile, three teams move from different entrances to the arena.

As Cassius oratesto the crowd:

He gestures to thegladiators in the arena. The crowd laughs, jeering the"barbarians."

The drummers beginpounding out a more insistent, heroic beat.

The crowd EXPLODESin cheers as the huge doors at one end of the arena suddenlyburst open and ten chariots thunder in --

Each chariot has adriver and an archer, both dressed in theatrical versionsof the familiar Roman Lorica Segmentata.

A chaos of dust --and the battle is on --

The chariots zoomaround the arena -- the archers keeping up a deadly hail of arrows.

Maximus immediatelydives onto a passing chariot and kills the charioteer andarcher -- he dramatically leaps from the front of the chariotto a lead horse and cuts it free.

And Maximus takescontrol, we see the General of the Felix Regiment gloriouslyalive again as he barks out orders and leads his gladiatorsin battle. They follow him faithfully, his stern commandsunquestioned.

His strategies andsmart, he makes the gladiators work together.

This kind of slaughter could last for hours...

We see flashes ofthe endless battle... Maximus races on his horse past anotherchariot, kills the driver, the chariot smashes into a wall... the sun sinks lower, the shadows on the sand lengthen...areas of the sand are swamps of blood, Juba slips, pullshimself up fighting... Maximus uses Vibius to create a diversion, two chariots collide... the crowd roars... a gladiatoris dragged between a chariot and the side wall of the arena... the drummers pound out their relentless tattoo...

Finally...

Maximus is on hishorse across from the final chariot.

We can see that Jubaand Vibius and a few other gladiators are still alive. The rest of the arena is polluted with the dead and injured.Maximus spurs his horse and gallops toward the final chariot-- the charioteer whips his horses and zooms toward Maximus--

The crowd is breathless -- watching the final battle --

Maximus and the chariot speed toward each other -- like Medieval jousters--

And collide in a flashing explosion of steel -- Maximus sails from his horse --as the charioteer sails from his chariot --

Maximus lands hardbut quickly pulls himself up, he races to the final charioteer. The charioteer is defeated but not dead.

Maximus glances around, all his opponents are defeated.

He stands over thefinal charioteer. Then he simply tosses down his sword.

The crowd is stunnedby this strange act of mercy. But then an enormous roar grows from the crowd -- wave after wave of adulation for thehero of the day.

Maximus looks around, taking it all in. Then he turns to the Imperial Box. Maximus slowly walks to before thethe Imperial Box. The PraetorianArchers immediately raise their bows, pointing down at him.

Maximus glares upat Commodus through his helmet mask. Commodus returns hisgaze, curious.

The crowd is intrigued, growing quiet. What is going on?

Then Maximus simplyturns and begins walking away.

The Colosseum is suddenly silent. The Emperor is speaking to a gladiator.

Maximus keeps walking.

Maximus keeps walking, his fists clenched now.

Commodus suddenlygrabs a spear from a nearby Praetorian and hurls it with perfect aim -- the crowd gasps -- the spear sails past Maximus-- actually nicking his shoulder -- it slices into the sandahead of Maximus.

Maximus stops.

Maximus can hold itno longer. He spins to Commodus -- ripping off his helmet mask -- and THUNDERING:

Commodus eyes shootwide -- Lucilla bolts up -- Gracchus leans forward -- Proximo is stunned -- the crowd is mystified --

The Praetorian Archers tense their bows -- ready to kill the defiant slave --

But something extraordinary stops them. Almost as one being the crowd roars --they leaps to their feet and thrust their thumbs up! They cheer and stomp their approval of Maximus.

Commodus looks around at the people of Rome, amazed.

He finally plasterson a benevolent smile and thrusts his thumb up! The Praetorianslower their bows.

And the crowd cheers. Never in the long, long history of the Colosseum have theyever seen such a thing.

Maximus leads hisgladiators out of the arena.

To our great surprise, Commodus is not raging. He sits quietly on the polished marble floor in front of a model of the Colosseum. Hemoves model pieces around in the Colosseum, planninghis festival.

Lucilla stands, tense.

Lucilla watches herbrother cautiously, expecting the explosion. He carefully moves some model pieces in the arena.

Lucilla is growingmore and more unnerved at Commodus' unusual serenity.

A beat. Commoduslaughs. A beat.

A beat as he looksat her.

She does not answer.

He picks up a modeltiger and puts it in the arena. He looks at the model tigerand smiles.

Maximus silently awaits Commodus' assassins with Juba. They hear footsteps outside the cell. Maximus stands, preparing for death.

The door swings openand they are surprised to see Proximo sweeping in with acloaked woman. The woman gives Proximo a bag of money.

He beckons to Juba,they go, shutting the door behind them. The woman pulls offher cloak, it is Lucilla.

Maximus glares ather, his muscles tensing.

Maximus backs up,fighting the urge to strangle her on the spot. He finallybumps into a wall of the cell.

A long, tense moment.

She does not lookat him.

She finally looksup at Maximus.

A beat. Despite himself, Maximus is moved.

A beat.

A beat. Maximus issurprised at her direct answer.

A beat.

She rivets him intensely with her eyes.

A beat.

A long beat. Maximus' cold eyes give away nothing.

Lucilla turns andstarts to go. She stops, not looking back.

She then pulls something from her robes and sets it down, a little bundle wrapped in cloth. She sweeps out. The sound of the door beingbolted shut on the other side.

Maximus stands fora moment and then goes to what she has left. He opens thecloth. Inside are his six "ancestor" figures.

He picks up one ofthe figures. He looks at it deeply, gently feeling alongthe contours with a finger.

The Colosseum is again packed. Commodus, Lucilla and her son Lucius are in theImperial Box.

It is late in theday and teams of slaves are cleaning the arena after a bout. They haul off carcasses and toss down fresh sand.

Meanwhile, Cassiusis orating to the crowd:

The crowd erupts inparoxysms of joy as TIGER explodes into the arena in an ornate chariot. Tiger is a fierce man in his 40's, his brutal,scarred face and hugely muscled body a testament to his many years in the arena.

Tiger speeds aroundthe rim of the arena in his chariot, raising an arm intriumph. The crowd roars.

Proximo stands withMaximus, who is busy strapping on armor.

Tiger waits. He stands in the center of the arena.He has only a traditionalshort sword. The crowd is breathless with anticipation. As:

The crowd cheers. Maximus appears from his gate. His fans have increased innumber considerably. They eagerly crane forward and celebrate him.

Meanwhile, Maximuslooks at Tiger. Only one man with a sword? Maximus approaches, cautious but confident.

He stops a few feetfrom Tiger. They lock eyes, salute each other and then turnto the Imperial Box, raising their swords.

The crowd waits eagerly for the immortal words...

The crowd cheers andMaximus immediately turns and starts slashing -- Tigereasily blocks and strikes back --

The sword play isvery fast -- they block and parry and hack like lightning --constantly attacking -- they are perfectly matched --

As he fights Maximusbecomes aware of a strange sound over the roar of the crowd -- a low rumbling -- then he feels something -- a vibration in the ground --

Suddenly traps doorsswing open and four enormous platforms rise into view. Oneach platform is a snarling Bengal tiger restrained by a chain. Tiger's teams of "cornermen" hold the chains through a pulley system. The cornermen are safely inside cages. Theplatforms stop at ground level.

The four feroc ioustigers now mark the four corners of the battleground.

Tiger takes advantage of Maximus' momentary confusion and assaults brutally-- forcing him back toward one of the tigers -- the tigerclaws for Maximus -- Maximus just evades it claws -- rollsfor a new position -- another tiger snaps at him --

Tiger attacks -- Maximus is on the defensive -- fighting off Tiger and evadingthe four snarling beasts --

And then all fourtigers are suddenly closer. The teams of cornermen are letting the chains play out, bit by bit, gradually reducingthe size of the battle ground. The crowd roars.

But the fight is hardly fair. Whenever Tiger is near one of the tigers the cornermenpull back the tiger slightly -- when Maximus is near atiger they let it out a bit. Maximus and Tiger fight -- swirlingaction -- finally, Maximus has the edge -- he circlesso that the sun stabs into Tiger's eyes -- then Maximus lungesforward under Tiger's swinging sword and SLAMS into him --they fall -- a tiger swats at Maximus' face -- he jerks his headback -- he shoots out a leg and kicks Tiger's sword towardone of the tigers -- it is out of reach - - Maximus leaps upand stands over the winded Tiger, sword to his throat.

Tiger is gasping forbreath, crushed.

Then one of Tiger'scorners suddenly cheats -- they completely releasea tiger -- it leaps for Maximus --

Maximus barely hastime to turn -- the tiger crashes into him -- its claws slashing into his back, cutting through his leather armor -- Maximus shoves an armored forearm into the tiger's jaws and stabs with hissword --

Tiger takes this chance to pull himself up -- one of his corners throws himanother sword -- the crowd boos --

Maximus wrestles with the tiger -- spinning it around with superhuman effortso it is always between himself and Tiger -- so that Tiger can'tget at him --

Maximus finally kills the tiger and leaps for Tiger -- he quickly disarms himand tosses him to the ground --

Maximus stands overhim -- ready to administer the coup de grace.

All eyes turn to theEmperor.

Commodus slowly stands and steps to the edge of the Imperial Box. He raises hisarm and gives the fatal thumbs down.

Maximus looks up athim. And then defiantly tosses the sword to the ground, refusing to kill Tiger.

Commodus is stunned.

The crowd gasps --a collective intake of breath -- and then an enormous roar building. It cascades around the Colosseum. It is a roaring celebration of the unexpected act of mercy. And the deliciousact of defiance of the Emperor.

Commodus slowly sits.

Maximus walks acrossthe arena -- the people stand and cheer for him. Cries of"Maximus the Merciful" can be heard.

It is the birth ofa hero.

Maximus is restingin his cell after the battle, head down, deep in thought.

Maximus looks up,Lucius is standing at his cell. Maximus has no idea who theboy is -- just another young fan -- but Maximus is immediately struck by Lucius' resemblance to his own son.

A beat.

These simple wordsstrike something deep in Maximus.

Lucilla appears fromthe shadows and puts her hands on Lucius' shoulders.

Lucius runs off tohis Male ATTENDANT, who leads him away.

A long beat as Maximus and Lucilla look at each other.

Finally:

A drum beat is heard. It increases throughout the following scenes, building momentum like a Roman gallery accelerating to ramming speed.

The conspiracy scenes are enclosed in a montage of scenes in and around the arenashowing Maximus' growing popularity with the People of Rome...

Maximus is fightingan opponent.

The drums continue...

Lucilla conspireswith Senators Gracchus and Gaius and Captain Marcellusin a dark corner of the Senate. Whispers.

A beat.

A beat.

A beat.

A beat. She glancesat him.

The drums continue...

Maximus defeats hisopponent. He stands over him. He does not kill him.

He tosses his sworddown and walks away. The crowd goes crazy, roaring theirapproval of Maximus.

Senator Falco, sitsin the stands and watches with some alarm. He glancesaround as the crowd exalts Maximus. He is becoming a hero tothe people.

The drums continue...

Maximus returns tothe holding cells. Vibius and Juba are waiting.

Maximus goes. Vibius thinks about it, listening to the adulation of the crowd.

The drums continue...

Maximus and the other gladiators are in a slave cart on the way from the arena. A gang of children run alongside the cart, cheering andchanting:

The drums continue...

Maximus and Juba arewith Lucilla and Gracchus. Lucilla is writing on a pieceof parchment.

A beat.

A beat.

A beat.

A long beat.

A beat.

The drums continue...

Vibius defeats anopponent -- he stands over him. He looks around at the crowd. Then he tosses down his sword and walks off.

The crowd goes madwith pleasure. Vibius eats it up, raising his arms and soakingup the applause.

Maximus watches fromthe holding cells. He smiles.

The drums continue...

Proximo supervisesas a huge banner is unfurled. It covers the side of a tallbuilding.

It shows a dramaticpainting of Maximus.

Proximo superviseshappily as torches and braziers are lit to illuminate the mammoth banner.

The drums continue...

The ending of a group fight -- Proximo's gladiators triumphant.

The crowd waits forthe delicious act of defiance. We note many placard and banners honoring "MAXIMUS THE MERCIFUL."

Maximus, Vibius, Juba and a few other gladiators toss down their weapons andwalk off, leaving their opponents alive.

The crowd roars. They have completely embraced Maximus and his fellow gladiators.

Gracchus, in the stands, laughs.

The drums finallyconclude.

Lucilla is with herHANDMAIDEN. They sit before a large mirror, the Handmaiden perfecting Lucilla's makeup for the day.

One of Commodus' Centurion Body Guards enters, bows.

Lucilla quickly glances to her Handmaiden in the mirror and then braces herself,stands, and quickly leaves with the Centurion.

Lucilla strides quickly, nervously, down the long corridor to Commodus' chambers. She enters...

Commodus is wrappedin a sheet, gazing out a window.

He turns. She stops.

He looks as if hehas not slept for days. If a word could now sum up his clouded face it is this: tormented.

She goes to him, embraces him. He holds her tightly.

He moves away fromher, slowly moving around the room.

A beat. Commodus'strange philosophical bent is unnerving Lucilla.

A beat. He standsbefore a bust of Marcus Aurelius. He touches it.

A beat.

A beat.

Commodus continuesto slowly move around the room.

This odd statementhangs in the air for a moment. Then:

He stops. Looks ather.

Something in her words has struck a chord in him.

He looks at her.

Maximus is fightinga thick GIANT of a man.

A few quick blowsand the Giant falls -- like a mighty tree he crashes to thesand.

The arena cheers their hero. Maximus stands over the beaten Giant. The crowdwaits for the famous act.

Maximus salutes theGiant and tosses down his sword, refusing to kill. He walksaway.

The arena explodesin cheers -- a chant of "Maximus the Merciful" grows todeafening proportions.

Suddenly the arenais filled with Praetorians -- they block Maximus' exit fromthe arena -- the crowd boos -- horrified --

The Praetorians surround Maximus. He is unarmed, but coils for the inevitablebattle.

Then the Praetorianspart...

And Commodus walksthrough them. He carries something wrapped in a richcloth. Maximus glares at him. The Praetorians move back and the crowd watches eagerly. The Emperor and the Gladiator, at last.

Maximus and Commodusstare at each other. The crowd cannot hear what is said,but strain to observe this incredible confrontation.

Maximus doesn't answer.

Commodus unwraps thecloth bundle. Inside is a small wooden sword. He holds itup so the crowd can see.

A collective gasp. The wooden sword, prized by all gladiators above allelse. Freedom.

He holds out the wooden sword. A beat.

A beat.

Commodus visibly flinches at that, but still holds the wooden sword out. The crowd is breathless.

With that, Maximusdoes the unimaginable. He simply turns his back on the Emperor and walks away.

And the crowd goesmad. They cheer the defiant gladiator, their champion.

And, equally, theyderide the Emperor. They mock him by holding out food andtrash like Commodus is holding out the wooden sword. Theylaugh and jeer.

Commodus glances around at his children, lost.

Then he turns to theImperial Box. He sees Lucilla slipping out the back of thebox. He watches her go.

And the crowd continues to jeer.

The crowd laughs riotously as Roman Actors perform a typically ribald comedy in a secluded street:

An outrageously dressed version of Maximus is parading around on an outrageouslydressed version of Commodus, riding him like a donkey andslapping his rear with a wooden sword. The "Commodus" actor mews and brays and wails like an infant.

Captain Marcellusof the City Guard gallops past them, on his way out of Rome.

Maximus stands withJuba and Vibius. He draws a circle in the sand with a stick. He draws a line to the circle.

Maximus draws a lineto the Imperial Box.

A beat.

Maximus points tothe huge statue of Mars.

A beat. Vibius thinks about it.

Commodus sweeps in. Thinks Lucilla is standing there. The woman turns, it isLucilla's Handmaiden.

Commodus looks ather for a moment.

And then he slowlywalks right to her. His face an inch away from hers.

Proximo sits, considering Maximus.

A beat.

A beat.

Something flashesacross Proximo's eyes, something like tragedy.

A pause.

A beat.

Proximo suddenly begins to weep rather histrionically -- Maximus is a bit taken aback -- Proximo dramatically flicks tears from his eyes-- and then can't keep the show up -- he bursts into laughter.

Maximus stares athim.

Maximus can only laugh as well.

Maximus shakes hishead, smiling, and goes.

Proximo sits for amoment. Then he rises and goes to a heavy chest. He looks atthe chest for a moment and then opens it.

Inside is his oldLorica Segmentata. He gazes at his armor, considering what heonce was. And what he now is.

Maximus enters. Lucilla is waiting, extremely tense.

A pause.

A beat.

She leans againsta wall.

A pause.

A long beat.

He steps to her.

A beat.

A long, difficultbeat. She fights back tears.

He puts a gentle finger to her lips.

He holds her closely, tenderly.

Lucilla enters, deepin thought, still drained from her meeting with Maximus.

She suddenly stops. Frozen.

Commodus is sittingacross the chamber, Lucius at his knee. An open scroll onCommodus' lap.

Lucilla has not moved.

Lucilla goes to them, sits.

Lucilla looks as ifshe is going to be ill.

Lucius is busy scanning the scroll. Commodus gently strokes his hair, his coldeyes never leaving Lucilla's.

The bee told him everything. Lucilla's face is tortured.

Proximo is asleep-- a sound outside wakes him -- the steady clip-clop of horseson stone. A lot of horses.

He rises and goesto a window overlooking the street outside.

A stern PraetorianGuard cavalry unit is cantering into position at his gates. Proximo grabs his clothes --

With cool militaryprecision the Praetorians take up position at the gates beforeProximo's compound, an unassailable line. They quickly preparetheir bows.

Meanwhile, anotherPraetorian unit has taken up position at the other end of Proximo's compound -- sealing that entrance as well.

Proximo is hurryingacross his open courtyard when the first flaming arrow archesinto the compound -- it is followed by hundreds more --

The Praetorians oneither end of his compound keep up a ceaseless hail offlaming arrows -- everything begins to burn -- the caged gladiators are stirring now -- shouting --

Proximo races to hispanicked guards --

The guards sprintto the cells -- unlocking the gladiators as quickly as they can--

Not quick enough formany -- Praetorians are now pouring pitch through thegutter that runs along the bottom of the cells -- ignitingit and incinerating all those trapped inside --

The compound is soona raging inferno --

Proximo releases Maximus and Juba --

Proximo hauls Maximus and Juba off as Vibius and the other gladiators arm themselves --

Proximo is leadingMaximus and Juba quickly through a decaying cramped tunnel.

Maximus stops as well.

Maximus nods.

He leads Maximus down the disintegrating catacomb of tunnels - -

Vibius hoped to diefighting -- he never got the chance.

It is not a battle,it is a slaughter.

The Praetorians ruthlessly shoot anyone even approaching the gates -- all the walls are covered -- most of the gladiators die in the hellishinferno -- the relentless rain of flaming arrows continues --

Vibius coughs in thethick smoke and rages for someone to fight -- Praetoriansnipers cut him down -- he dies reaching for the statue ofMars.

Proximo and Maximusemerge deep in the bowels of the Colosseum.

He races back intothe tunnel.

Maximus moves quickly down the corridor. He can finally see...

Grisly carcasses ofevery description hang from hooks. Two bored butchers hackthem up. The good bits are tossed into a wagon to fed to theColosseum animals. The waste and offal are shoveled intoa large sewer opening. A butcher occasionally liftsa sluice-gate and a gush of water flows into the sewer fromabove, washing down the blood and carcasses.

Maximus crouches andcreeps through the nightmare of hanging carcasses and flies.

When the butchersare looking elsewhere, Maximus creeps to the sewer openingand climbs in -- he immediately slides down for a few yards inthe slanting, slippery blood sluice -- out of sight --

Then he thuds to astop. He can go no further because the remains of an animalcarcass blocks his way. He tries to slither past the carcass --

Finally, one of thebutchers above lifts the sluice-gate and a torrent of waterflows down.

Maximus is washeddown the hideous sewer.

Proximo and Juba arequickly marching back down the tunnel toward the compound-- they are very close now -- the roar of flame is heard --the creak of falling timber -- and the screams of burningmen. They run.

They round a cornerand see there is no way past the world of flame ahead of them. The tunnel to the compound has collapsed.

Proximo leads themup a cramped stairway to...

They emerge througha sewer entrance -- right into the arms of the PraetorianGuard. Proximo and Juba are bound. Proximo sees his compoundburning. Sees the Praetorian archers taking out any lastsurvivors. Hears the screams.

A quick sequence ofbrutal arrests as Praetorian Guard units round up many associated with the plot. And many that are not.

GAIUS' BEDROOM: Gaius and his wife are yanked awake and hauled out.

CHRISTIAN HOME: Acongregation of Christians is chained together, their secret altar smashed.

CAFE: Greek Scholars are hauled away from their scrolls.

STREET THEATER: Actors are dragged off in the midst of a performance.

GRACCHUS' STEAM ROOM: Gracchus is enjoying grapes with his handsome catamite. A unit of Praetorian bursts in. Gracchus looks at them. Sighs.

Commodus stands withLucius on a balcony overlooking the city.

The roaring flamesof the fire at Proximo's compound can easily be seen.

He puts his hand onthe boy's shoulder.

Behind them, Lucillasits slumped in a chair. Her face is a mask of anguish atwhat she has been forced to do.

Two Praetorians enter with a bucket.

Commodus goes to them. He talks quietly with them for a moment and glancesat what they are carrying.

They bring the bucket to Lucilla and set it before her.

Commodus ignores herand goes back to Lucius on the balcony.

Lucilla glances inside the bucket...

Captain Marcellus'head is floating in brine. Lucilla moans. All is lost.

Maximus splashes tothe surface of the filthy Tiber, gasping for air.

Animal carcasses float up next to him. He grabs onto one and floats down the gently flowing river.

The Wolf of Rome sleeps. Then its ears rise. Then its head. It sniffs the air. The wolf slowly rises and begins loping through the camp.

It passes slumberingsoldiers and tents, smoke lazily drifting up from campfires.

The wolf finally stops and looks up.

Maximus is on a horse. He climbs down. The wolf goes to him and licks his hand.

Maximus begins marching through the camp, the wolf at his side. Soldiers stir, amazed to see their General is alive.

Gallus leaps up, stunned, and goes to Maximus. They continue to march through thecamp, more and more astonished soldiers joining them.

They march towardthe large tents at the center of the encampment.

Titus emerges fromhis tent. Slams to a stop --

He goes to Maximusand embraces him.

Just then Quintusemerges from the largest tent. He stares at Maximus, unbelieving.

A long beat as theylook at each other.

Quintus knows hisdestiny. With quiet dignity he begins whispering a prayer. Maximus moves to him, embracing him:

He stabs Quintus with a dagger as he embraces him.

Quintus falls.

A beat.

Titus goes to thedead Quintus and pulls the seal of office from his uniform. He hands it to Maximus.

An enormous roar ofcelebration from the Felix Regiment.

A castrati choir sings a gentle hymn of celebration. Their eerie voices and otherworldly harmonies undulate around Commodus' bedroom.

The Emperor himselfis in a chair, wrapped in a robe. His body slaves work over him closely.

He is staring intoa mirror, lost in another world as the slaves carefully apply golden eye makeup to him.

The castrati hymncontinues...

The hymn is all wehear as we see crowds moving into the Colosseum...

It seems that allof Rome is here for this great day. Huge throngs of citizensmove like a massive wave toward the Colosseum entrances. Vendors are doing brisk business. Praetorian units infull dress uniform canter past.

We elegantly floatup along the outer tiers of the Colosseum and then glide overthe edge to see the arena stands...

The hymn is all wehear as we see...

The stands are filling. We see the rich and poor alike. We see the orator Cassius. We see Senator Falco and most of the Senate. We see thecohort of fifty Praetorian taking up position around theImperial Box.

A golden platform,with stairs down to the arena sand, now extends about twentyfeet from the Imperial Box to a spot over the arena.

We float down thestairs and then we see the arena itself...

It is stunning inits simplicity.

The days victims aretied to posts in the center of the arena. Suspendedabove them is an enormous cloud. A thick, tumescent bladderpainted to look like a threatening rain cloud.

We see Proximo andJuba. We see Senators Gracchus and Gaius. We see Gaius' wifeand Gracchus catamite and Christian families and scholars and actors.

Seven stylized hillssurround them. The hymn comes to its soaring conclusionas we see the damned.

TIME CUT:

Later. By now, theColosseum is packed. All fifty-five thousand seats aretaken. Another ten thousand stand wherever they can. A feral anticipation buzzes through the crowd.

Outside the Colosseum, the streets are crowded with thousands more who couldn'tget in.

Trumpets blare.

Commodus' six Centurion Body Guards stride into the Imperial Box.

Then Commodus enters. He is shrouded in a full lion's skin, the head of the lionconcealing his own. His head is down, he does not look up.

Lucilla and Luciusenter after him and sit. Lucilla's face is drained, her eyesdefeated. Lucius is wearing a miniature set of Lorica Segmentata, complete with ceremonial dagger.

A mangy dog is slowly crossing a dusty street on the outskirts of Rome. The street is deserted. It seems that almost everyone isat the Colosseum.

The dog stops. Looks up.

Then a sound is heard. The steady cadence of horses' hooves.

The Felix Regimentrounds a corner. Maximus leads the cavalry. He wearsLorica Segmentata. His corps of archers and soldiers follow. They troop down the dusty street.

Maximus and the cavalry canter past the mystified dog.

QUICK CUTS:

The Felix Regimentmoves through the streets. The few pedestrians quicklydisappear into shops and around corners. The roar of the Colosseum can be heard far in the distance...

Arrows slice intoisolated Praetorian sentries. The Felix Regiment continuesits stealth invasion...

Finally, Maximus reins his horse and his troops stop.

The mounted City Guard are waiting.

Without a word, theCity Guard joins Maximus and the two combined forces continue their inexorable march to the Colosseum.

Commodus, still swathed in the lion skin, his head down, slowly walks out onthe platform that now extends from the Imperial Box.

The crowd grows hushed.

Commodus reaches theend of the platform and waits for a moment. Then he dramatically flings off the lion skin.

The crowd gasps.

He is almost naked,his entire chiseled body is painted in gold. His eyes arelost in an eerie reverie as he looks around at his people.

He finally speaks:

The crowd is stunned. A few scattered laughs.

Lucilla stares athim, disbelieving.

Maximus continuesto lead the combined Felix Regiment and City Guard cavalrythrough the streets. The roaring is closer now. Theyare nearing the Colosseum, they can just glimpse the edge ofthe top tier over some building.

Commodus continues:

He raises his arms. At his cue the Praetorian archers raise their bows, ready,aiming at the victims.

The Praetorians suddenly point their bows higher and fire--

They shoot the cloud-- the bladder EXPLODES and thick blood rains down on thevictims -- the blood splashes over them, coating them.

The roar from theColosseum is now deafening as Maximus and the City Guard roundthe final corner -- the Colosseum is before them -- themassive Praetorian Guard force is caught of guard -- with crisp military efficiency the Felix Regiment and the City Guardquickly canter into place, an unbroken line of seasoned warriors facing thePraetorians.

The huge mob outsidethe Colosseum is confused, intrigued, watching the face-off. The mounted archers of the Felix Regiment have drawntheir bows.

Maximus looks downfrom his horse at a Praetorian Officer.

A beat.

The Praetorian Officer glances at the formidable force against him. He drops his sword. His men follow suit.

He spurs his horseand the Felix Regiment roars, springing into action -- theygallop through the crowd and to the Colosseum -- meanwhile the City Guard disarm and guard the Praetorian --

Commodus continues:

At his cue, two elevator platforms rumble into view, rising from the bowels ofthe Colosseum to the arena sand.

On each platform isa cage full of ferocious wolves, they snap and growl, straining to be released.

Suddenly -- the hugewooden doors of the arena burst open and Maximus leads theFelix Regiment cavalry thundering into the arena.

The crowd is stunned-- Commodus is stunned -- Lucilla bolts up --

Commodus immediatelyspins to Lucilla, his eyes burning --

His Praetorian aremomentarily confused --

At Gallus' commandthe Felix Regiment archers let fly -- multiple arrows andbolts cut through most of the Praetorians -- some confusingskirmishes as the remaining Praetorians fire back --

Maximus leaps fromhis horse and begins cutting the prisoners free --

Meanwhile, Commodusstrides back down the platform toward Lucilla in the Imperial Box, murder in his eyes --

She suddenly hugsLucius quickly and kisses him --

She pulls the ceremonial dagger from his little uniform and pushes him to hisattendant -- his attendant pulls him away as --

Lucilla spins to Commodus -- he grabs her into an embrace -- he turns the knifeon her -- thrusting deeply as he kisses her --

A long kiss as heholds her tightly to him. Then he gently sits her down on herthrone. Her eyes wide, dying.

One of Commodus' Body Guards grabs him:

Commodus' six Centurion Body Guards begin hustling him out of the Imperial Box --

He grabs Lucius fromhis attendant and drags him off --

They try to escapeout the back of the Imperial Box -- but Felix Regiment troops are blocking their way -- racing up toward them --

Below, through theconfusion, Maximus sees Commodus escaping with Lucius down through a side tunnel.

Maximus cuts Jubaand Proximo free. Juba immediately snatches up a sword. Maximus quickly offers a sword to Proximo.

Proximo takes thesword.

They race across thearena and into a tunnel...

Proximo leads themthrough a series of catacombs -- damp tunnels shoot offin every direction -- everywhere around them the heavy machinery of the games rise like mammoth creatures to the arena above -- a baroque network of ropes and pulleys and counterweights and elevator platforms and air shafts and blood sewers-- And they suddenly run directly into Commodus, dragging Lucius, and his six Centurions coming the other direction.

The final battle begins with no preamble --

Maximus launches himself forward -- instantly separating Commodus and Lucius-- he slams at Commodus with his sword -- Commodus slams back--

Proximo and Juba race into the six Centurions -- a wild free- for-all as they prove their worth as warriors -- Juba fights with his usual elegant precision -- Proximo fights as a man reborn, alive again--

Proximo takes cageyadvantage of his knowledge of this subterranean world-- spinning around machinery and leaping over blood sewersand swinging heavy counterweights --

Maximus and Commodushack at each other with all the fiery passion in them --Commodus is a perfect match for Maximus and equally ruthless-- their swords thrust and parry and slice at amazing speed -- one false move, one mistake, means death --

Meanwhile, the battle is turning into a victory for Juba and Proximo -- they aredefeating the Centurions -- Commodus sees this -- and sees Lucius crying in a corner --

He screams to oneof his remaining Centurions:

Maximus whirls toLucius -- Commodus attacks -- slashing Maximus' shoulders-- Maximus sees Proximo racing to try and save Lucius as hespins back to battle Commodus --

A Centurion raiseshis sword to kill Lucius -- Juba kills his final opponent, turns -- Proximo just manages to push Lucius out of the way --the Centurion's sword slices into him --

Juba flings his sword across the room -- the final Centurion falls -- Maximus sees Proximo collapse to a wall -- dying -- Proximo locks eyeswith Maximus as he slides down the wall. The old pirate shrugs. And is dead.

Juba races to Luciusand holds the boy, turning his face away from the slaughter--

Maximus, his furiouspassion redoubled at Proximo's death, attacks Commodus with every ounce of strength in him --

Commodus' eyes beginto flash with something we have never seen before, fear.

Maximus strikes mercilessly -- forcing Commodus steadily back until they are fighting atop one of the elevator platforms to the arena above.

Maximus strike hard-- Commodus barely blocks the blow --

He strikes harder-- Commodus is losing --

He strikes with everything he's got -- slashing Commodus -- Commodus sails back-- his sword falling --

Maximus stands overhim. Glaring. Commodus is panting, defeated, glaringup at him.

A beat.

Maximus raises hissword high -- Commodus raises an arm -- Maximus SMASHES thesword down -- and Commodus is dead.

A moment as Maximusstands over Commodus. Then he looks at the series of counterweight ropes around the elevator platform.

He slices throughone of the ropes and the platform begins to rise...

A trap door springsopen and the elevator platform rises to the sand of the arena. Maximus stands above the dead Emperor.

The crowd stares inamazement -- and then begins to cheer in joy at the returnof their hero. A chant begins... "Maximus the Merciful... Maximus the Merciful... Maximus the Merciful..." whichthen grows to a refrain of "Caesar... Caesar... Caesar..."

Maximus ignores them, his eyes drawn to one sight: Lucilla.

He goes to the stepsof the platform leading to the Imperial Box. He slowly climbs the steps.

In the Imperial Box,Senator Gracchus is standing. So too Juba and others.

Lucius is kneelingby his mother, holding her hand, his head down. Lucilla isdead. Lucius mourns with quiet dignity.

Maximus looks at Lucilla and kneels. He takes her other hand. A long moment. He looks at Lucius.

Then he slowly bendsforward and kisses Lucilla deeply, the ritual farewell.

He stands.

Senator Gracchus steps to him:

Maximus looks at him. And then at the people. The chant of "Caesar... Caesar...Caesar..." is like a powerful beating heart.

Maximus moves to theedge of the Imperial Box to address the people. The crowdgrows silent.

Maximus looks aroundat the blood of the arena.

A beat.

With that he slowlyturns and walks down the steps to the arena sand. The crowd is absolutely silent.

He goes to Titus:

Titus salutes.

Maximus return thesalute and then leaps onto his horse. As he canters towardthe exit he turns for one final look at Lucilla.

He sees that Luciusis now at the foot of the stairs, on the arena sand, gazingat him.

Maximus stops hishorse.

He canters back toLucius. The boy looks up at him. A moment between them.

Lucius thrusts uphis hand. Maximus grabs his hand and swings him onto thehorse behind him.

A look to Juba. Juba bows his head with respect.

Farewell.

Maximus spins thehorse around and begins cantering out of the Colosseum.

Juba disappears intothe crowd.

Maximus and Luciuscanter across the arena and through the huge doors...

From high above wesee Maximus and Lucius riding out of the Colosseum and disappearing into the streets of Rome.

Maximus stands withLucius at his old vineyard.

It is still scorchedand dead, weeds overgrowing the vineyards, the houseruined.

Maximus puts a handon the boy's shoulder, this boy so like his own son.

We leave them, dreaming of the future.