"SCHINDLER'S LIST" (1993)

USE FOR EDUCATIONAL PURPOSES ONLY

A small depot set down against monotonous countryside in the far hinterlands of rural Poland. A folding table on the wood- plank platform. Pens, ink well, forms.

A three year old girl holding the hand of woman watches a clerk register her name and those of two or three families of farmers standing before him. Finishing, he motions to an SS guard nearby to escort them to a waiting, empty, idling passenger train.

The people climb aboard as the clerk gathers his paperwork. He folds up his little table, signals with a wave to the engineer, and climbs up after them.

The nearly-empty train pulls out of the sleepy station.

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 an ARMY OF CLERKS moving alongside the tracks.

HUNDREDS OF BEWILDERED RURAL FACES coming down off the train. FORMS being set out on the folding tables. HANDS straightening pens and pencils and ink pads and stamps.

TYPEWRITER KEYS rapping a name onto a list. A FACE. Keys typing another NAME. Another FACE.

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.

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, like an echo... and the stripe bleeds into color, into BRIGHT YELLOW INK.

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 and the wallpaper's peeling, but the clothes laid out across the single bed are beautiful.

The hands of a man lay a tie against a shirt on the bed, then try it against another. Arm sliding through the sleeve of the first shirt, buttoning it. Pulling cufflinks through holes. Knotting a tie. Folding a handkerchief and tucking it into the pocket of double-breasted linen jacket - all with great deliberation.

A bureau. Some currency, cigarettes, shot glass, bottle, passport... and an elaborate gold-on-black enamel Hakenkreuz, or swastika, which gets pinned to the lapel of the elegant dinner jacket.

Oskar Schindler steps back to consider his reflection in the mirror. He likes what he sees. He almost looks reputable in his one nice suit. Even in this awful room.

The love song from the radio segues to another, simpler version, without vocals, and -

A spotlight slicing across a crowded smoke-choked club finds on a small stage, performing the same song, a man embracing an accordion and another bowing a violin.

Below, drinking, socializing and conducting business, is a strange clientele: SS and Army officers, gangsters and girls and entrepreneurs, thrown together by the circumstance of war.

Oscar Schindler steps into the club and, with a 50-Zloty note pinched between his fingers, gestures, "one." He's shown to a table, a decent one, where another 50-Zloty note slipped from his billfold lures three waiters to him like fish to bait.

As the waiter who made it there first steps away with the order, Schindler calmly surveys 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... a conspicuously empty table, the best in the place by the stage, with a little "reserved" card on it... money, a payoff of some kind as it's slipped into a hand that disappears into the pocket of an SS uniform.

A WAITER SETS DOWN DRINKS

in front of the SS officer who took the bribe. He's at a table with his girlfriend and a lower-ranking officer. Some businessmen hover, eager for an invitation to join.

The waiter indicates a table across the room where Schindler, seemingly unaware of the SS men, flirts with a girl with a big camera.

His sergeant doesn't. His girlfriend doesn't.

Czurda watches his sergeant make his way over to Schindler's table. There's a handshake and introductions before his man - and Czurda can't believe it - accepts the chair Schindler's dragging over.

Czurda waits, but the his man doesn't come back; he's forgotten, apparently, he went there for a reason. Eventually, and it irritates him, Czurda has to get up and go over there. To his girlfriend -

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, wavinq at the girl to come join them, motioning to waiters to slide some tables together.

WAITERS ARRIVE WITH PLATES OF CAVIAR

and another round of drinks for the party in Schindler's corner that has swelled to eight people.

Czurda makes a half-hearted move for his wallet.

Schindler's money is already out. He pays the waiter, tipping him extravagantly, and sweeps the room with his eyes again.

He laughs at the audacity of the SS making the Jews pay for their own fares on cattle cars, and looks to Schindler, but his attention is on a table across the room where three more high-ranking SS men, without dates, watch the girls who have replaced the Rosner brothers on stage. The instant Schindler's billfold comes back out a waiter appears out of nowhere.

He's noticed the approaching girls and turns their way, groaning elaborately.

He shakes his head in embarrassment, like this is the last thing he wanted, and -

He gestures to the three SS officers at the table.

Schindler laughs along with the others politely while supervising the placement of more arriving food. That interests him much more than politics.

Returning to the head of the table, Schindler sweeps the room again with his eyes, noting the arrival of - and the fuss that's made over - an SS Oberfuhrer, or colonel.

As the colonel and his date are led across the club to the reserved table by the stage, great deference is afforded him by waiters, the maitre 'd and the businessmen in the club.

Now it's hysteria. They're having trouble staying upright in their chairs. They're teary-eyed, exhausted from all the laughing, their faces aching.

Across the room, at the reserved table, the SS colonel, Scherner, stares; nobody's having a better time than those people over there. He gestures to an officer coming past - Czurda - the one who, a couple of hours ago, sent his own man to find out who the hell Schindler was.

THE GIRL WITH THE BIG CAMERA

screws in a flashbulb as she approaches some businessmen sitting sullenly at a table. Before she can even ask if they want a picture -

All the important people, including Scherner, are over at Schindler's table(s), engaged in animated conversation until he clinks at a goblet with the tines of his fork, gaining their attention. Rising -

Scherner's right there, in the chair next to Schindler's.

I told him, and this is the truth, I've never been able to tell the two apart.

He gestures very subtly to the girl with the camera to get ready to take a picture, and picks up his glass.

They do, the last of many, and raise them for a toast.

As they all clink their glasses, Schindler nods to the girl with the camera. The bulb flashes and the noise of the club suddenly drops out as the moment is caught forever - Oskar Schindler, surrounded by his many new friends, smiling urbanely.

From a loud speaker mounted on a truck negotiating a narrow street issues a voice alerting the Untermensch (the subhumans) of Cracow to the latest of many restrictive edicts, this one forbidding the kosher preparation of meats.

It's September, 1939. General Sigmund List's armored divisions, driving north from the Sudetenland, have taken Cracow, and the signs of the Occupation are everywhere:

A poster on a wall depicting a virginal Polish girl handing food to a hook-nosed Jew with a shadow like Satan's. Another with the slogan (Subtitle) "Jews = Lice Typhus."

A shop window displaying a picture of a human skull with lines indicating the smaller circumference, and therefore lesser intelligence, of the Judaic brain.

A soldier docking the side-locks of an Orthodox man with his infantry bayonet.

A young man emerges from an alley pulling off his Jewish armband. Crossing the Centrum past German soldiers and trucks, he pockets it, pulls a small crucifix on a chain out from under the collar of his silk shirt and approaches a high- spired and ornate cathedral.

The ubiquitous loud speaker on the truck rumbling past announces another edict, this one reducing Jewish Poles' rations to half that of non-Jewish Poles'.

A dark and cavernous place. A priest at the altar performing Mass to scattered parishioners.

The young Polish Jew from the street, Poldek Pfefferberg, drags a finger through the water in the font and genuflects before moving down the center aisle past others in the shadows, Jewish black marketeers like himself, each with a little notepad, conducting whispered business -

Pfefferberg slides into a pew beside two other young man - Goldberg and Chilowicz - going over figures and notes scribbled on their little pads. He pulls a cracked container of shoe polish from his pocket and waits for Chilowicz to look at it.

Chilowicz all but ignores Pfefferberg, noting instead a gentleman changing pews (Schindler), moving closer to a couple of Jewish hustlers who, noticing him too, get up and leave.

Chilowicz doesn't care; he resumes scribbling in his little notebook as though Pfefferberg weren't there. Goldberg smiles to himself, pleased he's not involved in this particular deal, and glances to the gentleman changing pews again, moving past them.

In a quick motion Pfefferberg cuts Chilowicz's hand with a jagged edge of the glass, drawing a thin line of blood. It startles Chilowicz more than it hurts him and he stares at the "weapon," then at his associate holding it, and finally makes a notation in his little pad.

There's a creak of wood as someone sits in the pew behind them, and they all, at once, intone responses to the priest's prayers. After a moment -

Their backs to him, Goldberg, Chilowicz and Pfefferberg consider each other's shirts, wondering which of them the German is addressing.

All three of them know the wise thing would be to get up now and leave.

Even a civilian German could have you arrested for no reason whatsoever. But Pfefferberg can't resist a deal. He gives the others a look that says, I have the nerve, you don't, and glances back gesturing to his shirt.

Goldberg "prays," and tries to discourage Pfefferberg from pursuing this transaction any further with a just a look. Pfefferberg ignores it.

Goldberg and Chilowicz have had enough. They get up, cross themselves, and move out of the pew. Pfefferberg and Schindler watch them go before -

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 a notepad -

As Schindler writes down the information, Pfefferberg catches Chilowicz's glance from a doorway on his way out. Coward, Pfefferberg's look back to him says.

A mason trowels mortar onto a brick, taps it into place, scrapes off the excess cement. Shifting slightly, a crew of bricklayers is revealed, erecting a ten-foot wall where a street once ran unimpeded.

Late afternoon sunlight, partially obscured by the wall going up outside the window, filters in on a three year girl, the one glimpsed at the rural depot, perched on a couch with a small suitcase on her lap.

The girl stares vacantly at these unfamiliar surroundings as the adults across the room at a table talk about her.

The others at the table - Mr. and Mrs. Dresner, their daughter Danka and cousin Idek Schindel - consider the small silent figure across the room. Behind her, beyond the window, the masons have cemented another row of bricks, blocking more of the sun. Fifteen year old Danka gets up from the table, goes over and sits with the little girl.

Genia considers the teenager suspiciously, the stares down at the floor.

Danka glances over at the others, frowning at the fictional geneology the little girl has had to learn in order to survive.

Idek, comes over, sits on her other side, and, in a moment, produces from a pocket a small wooden toy.

He waits for her eyes to drift to it. It takes a while, but they finally do. The toy is a lumberjack and wolf with axes in their hands, and when Idek manipulates it, the blades come down on the log between the figures, just missing each other, over and over... and Genia buries a smile.

He hands her the toy. Behind them, the wall outside is finished, robbing the room of light.

Moving across the faces of representatives of the Judenrat - or Jewish Council - empathic but ultimately powerless administrators dealing as best they can with the huge influx of rural Jews arriving every day on the SS trains.

The place is crowded beyond belief, like a post office gone mad, the dispossessed and disoriented people in need of housing and jobs that just don't exist. The lines stretch back across the large room, through the door -

- onto the sidewalk, down the street, around the corner and down that street - around which a Moto-Guzzi motorcycle roars into view, comes past the last person in line, past those curving around the corner, and those on this sidewalk, downshifts and rolls to a stop.

Schindler climbs down, strolls past the people funnelling in through the doorway -

- past those in the lines splaying across the room and to the front of one of them where, unceremoniously, he interrupts the man standing there in order to address the administrator -

A bespectacled man at a desk in the corner glances up at the mention of his name. He has the face and manner of a Talmudic scholar, and tries not to look too long at the German being given elbow room by the Jew at the head of the line.

Stern seems unable to answer, wondering perhaps if his number has just come up. His silence begins to annoy Schindler.

Schindler approaches the desk, dragging a chair over on the way. He sits down in it and offers a hand, which Stern stares at confused for a moment. He tentatively reaches for it and finds his own grasped firmly. The hands part and Schindler buries his into a pocket. The hand reappears with flask in it and he pours a shot of cognac in the cap.

Stern stares at the cognac Schindler's offering him. He doesn't know who this man is, or what he wants. He could be a member of the Gestapo for all Stern knows.

Schindler looks puzzled; then shrugs, dismissing it.

He keeps holding out the drink. Stern declines it by not reaching for it.

Schindler drinks, takes out a streamlined cigarette case and holds it out in offering. Stern declines again and Schindler tamps a cigarette and sets it between his lips.

He fires the cigarette with the flame of a lighter and lowers his voice in case anyone is listening in.

He spits out a speck of tobacco and waits for a reaction. It doesn't come; Stern is waiting for the other shoe to drop. Schindler misinterprets Stern's silence for a lack of understanding.

His shrug adds, Right? Stern nods mechanically.

He smiles broadly, good-naturedly, perhaps imagining the fortune he could amass. Stern dampens contempt with a matter of fact tone -

Schindler tries for a moment to imagine what they could possibly be. He can't, even though there are people all around desperate in the face of the latest rash of edicts.

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 laughs again. But then, just as abruptly, he's dead serious. Stern stares nonplussed.

Stern takes a long astonished look at him, sitting there taking another sip of his cognac, placid as a large dog.

He shrugs; it sounds more than fair to him. In fact, so taken with the spirit of his own largesse, he offers even more:

Stern studies him. This man sitting before him is not the Gestapo. He's nothing more than a carpetbagging salesman with a salesman's pitch.

Schindler takes no offense; he reads it as an honest question deserving of an honest answer -

He waits for Stern's response. It's eventually given, imbued with cool finality -

In absolute silence, a suitcase thrown from a second story window arcs through the air. As it hits the pavement, spilling open - sound on - and:

Thousands of families pushing barrows piled high with chairs, mattresses, grandfather clocks. On a mass forced exodus from their homes in Kazimierz, they trundle their belongings across the Vistula bridge as loud speakers mounted on trucks blare Edict #44/91 -

An elegant apartment from which its wealthy inhabitants, the Nussbaums, are being unceremoniously evicted at gunpoint. They gather as much as they can carry - jewelry, a case of silver-ware, landscapes in gilded frames - and are herded out -

The Nussbaums emerge from their fashionable building - #7 Straszewskiego Street - and join the throngs carrying furs and kettles and furniture and children. A German soldier kicks apart an outlawed radio.

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.

The ghetto gate greets its new citizens with a mixed message. Its scalloped ramparts at once suggest Arabesque elegance and gravestones, and the sign in Hebrew above its arches, "Jewish Town," strives to reassure while the broken glass cemented along its nine-foot rim dissuades thoughts of escape.

The little folding tables have been dragged out and set up again, and at them sit the clerks, making lists, stamping cards and assigning housing vouchers. The Dresners can be glimpsed, and Rosner brothers and their families.

Chilowicz, 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 moves through the crowds aiding the Gestapo.

Pfefferberg, with his wife Mila, in a line that seems to stretch back forever, flicks at Chilowicz's armband.

They consider each other for a long moment until Pfefferberg notices, some distance away, Goldberg waving to him. He's wearing an OD armband, too. That figures.

Pfefferberg leads his wife past Chilowicz and into the ghetto.

An impossibly crowded staircase leading up past four landings and hallways. Families, including the Nussbaums, hauling their belonginqs, entangled with one another, hunt for their assigned living quarters.

A real estate agent meets Schindler at the entrance to #7 Straszewskiego Street, leads him along the ground floor hall and into an elevator. As the gate closes -

a door opens revealing to the Nussbaums and their maid a one- room apartment already occupied by a family of six.

Schindler moves through the Nussbaums' vacated apartment, considering it's many fine appointments - polished hardwood floors, Persian rugs, nice furniture, French doors, modern kitchen -

- clothes boiling in big pots on the stove, stirred by a woman in rags, sheets hanging from lines stretched across the room over a few sticks of furniture and some children with coughs, the Nussbaums staring in dismay from the doorway -

Schindler steps out on a balcony that overlooks a quiet park. His glance up the street finds, not half a block away, Wawel Castle. This is nice. This is a nice place.

Nestled among their few possessions in a corner of the dingy room, the Nussbaums stare at the other family, who are staring at them. In a whisper -

Very slowly, he turns his head to her in disbelief.

He's answered not by her, but by the scuffle of shoes of another family, Orthodox Jews, dragging their things in from the hall and staring at the Nussbaums in dismay.

Laundry hangs across narrow streets like flags of a dispossessed nation. From somewhere comes the liturgical solo of a cantor.

The singing filters in through the thin walls to the next apartment. In this one, looking like they can't bear much more of it, sit some non-Orthodox businessmen, Stern and Schindler.

He lets them think about it, pours a shot of cognac from his flask and offers it to Stern who brought this group together and now sits at Schindler's side. The accountant declines.

Schindler lights a cigarette and waits for an answer. Which doesn't come. Which irritates him.

He caps his flask, pockets it and reaches for his top coat. The investors glance among themselves. Schindler slips into his coat.

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. Eventually, one of the men nods, He's in. Then another. And another.

A power button is pushed, starting the motor of a metal press. The machine coughs to life, and -

Schindler, at a wall of windows, peers down at the lone technician making adjustments to the machine. Row after row of presses, lathes and furnaces, all in bad shape, sit on the floor that's awash in debris.

Schindler turns from the wall of glass to face his new accountant/plant manager.

Stern hesitates, then nods. The look on Schindler's face says, Well, what's to debate, the answer's clear to any fool.

Another machine starting up, growling louder, louder -

To an identity card with a 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.

The man tries to hand over documentation supporting the claim along with his Kennkarte to a German clerk.

Over there, other "non-essential people" are climbing onto trucks bound for unknown destinations. The teacher reluctantly relinquishes his place in line.

The teacher at the head of the line again, but this time with Stern at his side.

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.

The world's gone mad.

Another machine starting up, a lathe. A technician points things out to the teacher and a dozen others recruited by Stern.

A valise full of money. The investors around a table. Schindler noting the amounts contributed.

A garage door slides open revealing a gleaming black Adler limousine. Schindler steps past Pfefferberg and, moving around the car, carefully touches its smooth lines.

While the citizens of Cracow move along streets trying to make themselves invisible, Schindler drives past them and military trucks in the back of the conspicuous limousine.

A sign painter brushes the words, "Herr Direktor," discreetly proportioned, on the frosted glass of the door.

Inside the large office, painters on ladders scrape at the walls while Schindler, behind a desk draped with drop-cloths, considers a young woman seated before him.

THE KEYS OF A TYPEWRITER slapping at paper. As Schindler slowly circles around her, the first girl JUMPCUTS to a second at the typewriter, and to a third, a fourth, a fifth, a sixth - the painters' ladders moving around the room on each cut until, on the eighteenth girl, the office is completely painted and Schindler is back at his desk, awash with resumes.

Schindler glances up to Stern who has stepped inside and stands by the door. The girls are gone. Schindler shrugs hopelessly.

Men and pulleys hoisting a big "IF" up the side of the building and setting it into place: "D.E.F."

Down below, Schindler, with all eighteen of the young good- looking women - his new secretaries - poses for a photographer.

The National Socialist flag unfurls behind them in the breeze.

Music. Swastikas. On uniforms and on Schindler's lapel. He moves among his many party guests, making sure each of the SS men has enough to eat and drink.

Another machine starting up. Another. Another.

Stern pulls Mrs. Dresner and her daughter Danka from a line of people climbing aboard a military truck.

A clerk affixes the all-important blue sticker to the womens' work cards.

A furnace ignites with a whoosh. The needle on a gauge climbs. A technician points out to the Dresners and others recruited off the street the correct firing temperature.

A hand rummaging under a rusty basin comes down with a fistful of zloty. Following it and the woman grasping it out of the kitchen, the investors around a table are revealed.

As they hand over their money to Schindler, he notes the amounts in a careless scrawl on a little pad.

The woman gives her husband the money from the kitchen and he in turn gives it to the German entrepreneur.

Schindler pulls the decks of money from his pockets and sets them on a table. As he scribbles a list of luxury goods on his note pad, Pfefferberg calculates his commission and hands it mechanically over his shoulder to his wife who retreats into the kitchen and hides it.

A ferret of a man under the Podgorze Bridge counts and pockets Pfefferberg's-Schindler's-the-investors' money before throwing aside a tarpaulin covering boxes of fresh fruit in the bottom of a row boat.

A doctor unlocks a glass cabinet and pushes aside medicines and instruments, revealing a cavity in the wall. From it, he takes several bottles of cognac, handing each to Pfefferberg.

Flanked by headstones on every side, a Pole jams a crowbar at the earth, wedges it under a buried length of timber, and, with Pfefferberg's help, pries it off, revealing cases of cigarettes.

The eighteen secretaries assemble gift baskets of liquor, cigarettes, coffee, tea, fresh fruit and other luxury goods.

Moving among them, checking the cards designating the recipients, Schindler plucks a jar of caviar and a box of cigars from one basket and drops them in another.

Glancing down at the hundred or so workers on the factory floor, Schindler dictates a letter to one of his secretaries:

The elaborate gift baskets are wheeled past the workers struggling to master the mechanics of enamelware production, and failing.

As Unterscharfuhrer Herman Toffel considers the wondrous contents of the gift basket on his desk, his secretary reads from the note that accompanied it -

As Obersturmbannfuhrer Czurda examines the label of French champagne from his (larger) gift basket, his secretary reads -

As Oberfuhrer Scherner lifts the lid of a box of Havana cigars from his (even larger) basket, his secretary reads -

Nudging aside a plate of pate to get to his pen set, Toffel initials Schindler's submitted bids.

Czurda initials the bids.

Scherner signs several Armaments contracts, the letters "D.E.F." appearing on all of them.

Workers slide raw sheets of metal into presses that stamp them into plates, bowls and cups -

The products are carted over to other workers who dip them into vats of enamel and carry them on long sticks to and into furnaces -

Mess kits already baked and dried are wheeled to the packing area, boxed and sealed and marked and carted outside to the loading dock and put into trucks -

As the trucks roll out, the Adler limousine pulls in. The driver hurries out, opens a rear door, and Schindler emerges -

Few of the 300 Jewish laborers glance up from their work at Herr Direktor - the big gold party pin stuck into the lapel of his fur-collared top coat as he moves through the place, his place, his factory -

He climbs the stairs to the office foyer, comes past his army of beautiful secretaries and crooks a finger to Stern at a desk covered with ledgers.

The accountant follows after Schindler to his office, passing the girl nearest it, the prettiest, Klonowska, hunting and pecking at a typewriter, and the sign painter, kneeling, repainting "Herr Direktor" larger on the door -

Schindler crosses his office to the wall of windows, his favorite place in the world, and looks down at all the activity below.

Stern takes a seat. Schindler pours two drinks from a decanter and, turning back, holds one out to Stern. Stern, of course, declines. Schindler groans.

He puts the drink in Stern's hand, moves behind his desk and sits.

He dismisses them with a shrug.

He raises his glass in recognition of the accountant. Stern's stays in his lap.

Stern acquiesces, raises the glass slightly, but it's an empty mechanical gesture. Schindler drinks. Stern doesn't; he sets his glass down.

Schindler stares at him, bewildered by the hollowness of his tone. In fact, everything about Stern puzzles him.

Stern gets up and leaves.

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 with a suitcase.

A series of realizations is made by each of them, quickly, silently, ending up with Klonowska looking ill.

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.

Emilie Schindler begrudges him a glance to the bedroom, catching the girl just as she looks up - embarrassed.

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.

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.

He nods; he's proud of it. He studies her.

They emerge from the building in formal clothes, both of them looking great. It's wet and slick out; the doorman offers Emilie his arm.

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.

A nice place. "No Jews or Dogs Allowed." The maitre 'd welcomes the couple warmly, shakes Schindler's hand. Nodding to his date -

The maitre 'd tries to bury his surprise. He's almost successful.

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.

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 -

He waits for her to guess what the thing is. His look says, It's so simple, how can you not know?

"Gloomy Sunday" from a combo on a stage. Schindler and Emilie in each others' arms, dancing. Both have had a few.

Pressed against her, he can feel her laugh to herself.

He smiles, even as his eyes roam the room and find and meet the eyes of a German girl dancing with another man.

Schindler and Emilie lounging in bed, champagne bottle on the nightstand. Long silence before -

That's not the answer she's looking for and he knows it.

That's not it either.

Schindler stares out at the lights of the city. They look like jewels.

He promises her nothing.

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, where soldiers and clerks are supervising the boarding of hundreds of Jews onto another train.

Tight on pencils and pens being borrowed, changing hands, and names being carefully written on labels.

As workers load crates of enamelware onto trucks, Stern and Schindler and the dock foreman confer over an invoice. More to Stern -

On the surface, Schindler remains calm; underneath, he's livid. Clearly it's not "okay" with him.

Stern and Schindler exchange a glance. Then -

The foreman nods.

Schindler and two thugs bang in through the front door, startling a woman at a desk. They move past her without a word and into the back of the place, into a storeroom, and 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 one of the thugs grabs him and locks an arm tightly around his neck while the other warns the boys to stay back with a truncheon.

Silence. Then, calmly -

He turns and walks away. The thug loosens his grip and, with the other, follows. The investor's sons help their father up off the floor. Gasping, he yells -

- but Schindler is already gone, coming through the front office and out the front door.

The long tables accommodate most of the workers. The rest eat their lunch on the floor. Soup and bread.

An elegant place setting for one. Meat and vegetables and a glass of wine, all untouched. Unaffected by the episode with the investor, he calmly leafs through pages of a report Stern has prepared for him.

Better this month than last?

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.

Schindler gives his accountant a long-suffering look.

Schindler's silence says, Is this really necessary? Stern pretends it's a tacit okay, goes to the door and pokes his head out.

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.

Schindler shakes the man's hand perfunctorily and tells Stern with a look, Okay, that's enough, get him out of here.

Schindler is dying, and telling Stern with his eyes, Get this guy out of here. Stern takes the man's arm.

They disappear out the door. Schindler sits down to his meal. And tries to eat it.

Stern and Schindler emerge from the rear of the factory. The limousine is waiting, the back door held open by a driver. Climbing in -

Stern knows what he means. And Schindler knows he knows.

The driver closes the door.

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.

Shovels scraping at snow; the D.E.F. workers clearing 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 frame.

Herman Toffel, the SS contact of Schindler's he actually likes, sits behind his desk.

No.

Schindler knows it's not Toffel's fault, but the whole situation is maddening to him. He shakes his head in disgust.

Schindler gets up, shakes Toffel's hand, turns to leave.

Toffel smiles, Sure.

To the melody of "Old Tannenbaum," Schindler's driver, axe in his hand, trails after his boss who's walking along the side of the road considering the trees lining it.

- clumps of snow falling from the top of the tree Schindler has picked - a thirty-footer as his driver hacks at its trunk. The MUSIC continues over:

Schindler moving past the tree, beautifully trimmed with decorations, handing out fistsful of cigarettes to the workers, wishing them a merry Christmas.

Amid more Christmas decorations, Schindler's many secretaries open presents from him. Klonowska's at her desk, her eyes closed tight.

She opens her eyes and smiles. Schindler is holding a poodle in his arms. As she comes around to kiss him, he sets the dog on the desk, and Stern, across the room, watches blank-faced.

Oskar Schindler?

Schindler, Stern, Klonowska and the others turn to the voice. Two Gestapo men have entered unannounced.

Schindler stares at them in disbelief. Stern quietly slips one of the ledgers on his desk into a drawer.

He doesn't wait for their approval. He scribbles down some names - Toffel, Czurda, Reeder, Scherner. Underlining Scherner, he glances to Klonowska. She understands.

Schindler lounges in the back seat, watching Pomorska Street and SS Headquarters coming into view.

A humorless middle-level bureaucrat sits behind a desk and D.E.F.'s ledgers and cashbooks.

The man slowly shakes his head 'no' to Schindler's offer of a cigarette. Schindler tamps it against the crystal of his gold watch.

Schindler lights the cigarette and drags on it, all but ignoring the man.

(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 as he wonders, perhaps, Just who Schindler's "friends" might be. There's a long silence.

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.

Inside, Schindler smiles. There are thin drapes over the barred windows, toiletries laid out on the washbasin. If this is a cell, it's a cell for dignitaries.

Schindler knocks on the inside of the door. A Waffen SS man opens it. The "prisoner" peels several bills from a thick wad.

He hands the young guard five times the going price.

The guard turns to leave.

He peels off several more bills and hands them over.

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.

I'm sorry to disturb you, sir. Whenever you're ready, you're free to leave.

The guard leads Schindler across the foyer. Waiting for him near the front doors of the building are the bureaucrat and the arresting officers. Reaching them -

Schindler ignores him completely. The man tries to turn over the D.E.F. records to their owner, but Schindler makes no move to take them.

An awkward silence as the others look to the clerk. Eventually, to the arresting officer -

A Gestapo limousine pulls in through the gates of the factory, parks near the loading docks. The driver-arresting officer waits for Schindler to climb out, but he doesn't; he waits for the officer to come around and open the door for him.

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 SS man calls to one of them.

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.

Elegantly dressed for a night out, Schindler and Klonowska emerge from the building. As they're escorted to the waiting car, Schindler hesitates. Pfefferberg, 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 Pfefferberg hurries off.

From the locomotive, looking back, the string of slatted livestock carriages stretches into darkness. There's a lot of activity on the platform:

Guards mill. Handcarts 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 - humans and cattle cars - this is something else.

Recovering, he tells Klonowska to stay in the car and, moving alongside the train, calls Stern's name to the faces peering out from behind the slats and barbed wire.

- several pages-worth on a clipboard; a Gestapo clerk methodically leafing through them.

The clerk shows him the list, points out the name to him.

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:

As Schindler writes it down, the clerk has second thoughts and calls to a superior, an SS sergeant, who comes over.

The sergeant takes a good hard look at the clothes, at the gold Nazi party pin, at the man wearing them.

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.

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!

Wheels grind against track as the train begins to move. The sergeant and clerk, with some urgency, motion to other clerks and officers, who, at first puzzled, pick up the chant -

OTHER CLERKS & SS Stern! Itzhak Stern!

Soon it seems as if everybody except Schindler is yelling out the name. The faces behind the slats of the livestock cars begin to blur as the locomotive gains speed.

The sergeant calls to a brakeman to halt the train, but the order sinks under the noise of the train. He yells louder and motions with desperation. The trainman finally acts, running the length of the platform, blowing at a whistle. The train slows, and eventually grinds to a halt.

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.

As Schindler signs three or four forms, the guards slide the carriage gate closed. Those left inside seem grateful for the extra space.

Schindler returns the clipboard. The sergeant motions to a corporal who motions to the engineer. As the train pulls away from the station, Stern tries to keep up with Schindler who's striding away.

Schindler silences him abruptly with a look. He's livid. Stern's glance settles on his own shoes.

Looking away to the train disappearing into the night, Stern nods contritely.

Stern's glance back wonders whose fate Schindler was more concerned about - Stern's or his own. Schindler turns away and heads for the car.

Stern hesitates, then trails after him, passing an area where all the luggage, carefully tagged, has been left -

Mechanics' hook-lamps throw down pools of light through which men wheel handcarts piled high with suitcases, briefcases, steamer trunks.

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, under SS guard, Mordecai Wulken and three other Jewish jewelers sift and sort and weigh and grade diamonds, pearls, pendants, brooches and children's rings - faltering only once, when a uniformed figure upends a box, spilling out gold teeth smeared with blood.

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.

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.

Ignoring the other (lower-ranking) SS officers in the car, Goeth gazes out the window at the broken tombstones moving past like a tourist noting a place that might be nice to return to someday.

Outside Cracow, a previously abandoned limestone quarry lies nestled between two hills. The stone and brick buildings look like they've been here forever; 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.

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.

Goeth considers the foundation as if he knew about such things. He nods pensively. Then turns to Hujar.

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 -

Hujar unholsters his pistol but holds it limply at his side. The workers become aware of what's happening and still their hammers.

Goeth groans and takes the gun from him and puts it to the woman's head. Calmly to her -

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:

HE TURNS AND WALKS AWAY.

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.

Smoke from cigarettes curls into the chilly pre-dawn air.

Sonderkommandos, at ease with the confidence that comes in knowing they're going into battle without physical risk, that they can achieve honor without the ordeal of being shot at, lounge against walls and lampposts and the fenders of idling trucks, chatting and smoking.

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.

Ingrid, perched on the edge of the bed, pulls on riding boots. In the bathroom, Schindler brushes shaving soap on his face and picks up a straight razor -

The blade of a straight razor slides through lather on Goeth's cheek. He dips it in water and touches it to his skin again.

A fourteen year old kid hurries across the square pulling on his O.D. armband.

Several others of the Jewish Ghetto Police, Goldberg and Chilowicz among them, are already assembled there. The clerks, the list makers, scissor open their folding tables, set out their ink pads and stamps.

The stable boys hoist saddles onto the horses, cinch the straps. Leaning against the hood of a Mercedes, Schindler and Ingrid, in long hacking jackets, riding breeches and boots, share cognac from his flask.

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 -

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.

The fresh young faces of the Sonderkommandos, listening to their commander.

The horses panting hard. Their hoofs hammering at the ground, climbing a hill. Riding boots kicking at their flanks.

The boots of Amon Goeth slowly pacing. He stops. Tight on his face, smiling pleasantly.

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, another across the bridge at Podgorze, a third along Zablocie Street, all angling in on the ghetto like spokes to a hub.

The wheels of the last truck clear the portals at Lwowska Street and the Sonderkommandos jump down.

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 halted by the snap of dog's jaws or the report of a gun.

Spilling out of the buildings, they're herded into lines without regard to family considerations;

some other unfathomable system is at work here, something to do with the "W's" and "Z's" and "R's" stamped across the workcards the clerks are demanding to see.

Throwing on some clothes, Pfefferberg hurries past his young wife Mila issuing instructions -

He holds his hands apart chest-width.

And he's out the door.

The Dresners are split up - Mr. Dresner to one line, his wife and daughter Danka to another. A frantic woman's wailing appeals to join her husband's line are abruptly cut off by a short burst of gunfire.

From here, the action down below seems staged, unreal, the rifle bursts no louder than caps. A man falls to the ground well before the sound of the shot that killed him arrives.

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.

Small red shoes against a forest of gleaming black boots.

A Waffen SS man occasionally corrects three year old Genia'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.

Moving with a long line toward an idling truck, Mrs. Dresner pulls her daughter into an alcove.

Schindler watches as the girl in red slowly wanders away unnoticed by the SS. Against the grays of the buildings and street she's a bright moving target.

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, and Pfefferberg prying off a manhole cover -

Pfefferberg descends metal rungs into a sewer tunnel. The noise from above - the dogs and the trucks and orders shouted through megaphones - echoes weirdly off the walls.

He comes around a corner and sees light - and figures silhouetted against it - up ahead. They make it to the end of the tunnel, by the banks of the Vistula, but are gunned down by waiting troops as they emerge. Shielding his head from the stray bullets ricocheting off the walls, Pfefferberg turns abruptly back the way he came and runs.

A frightened woman ushers her elderly parents into a cavity behind a false wall. Closing herself into it, she sees Danka and Mrs. Dresner hurrying into the room and motions to the girl to get inside. Danka slides past the woman into the nook and the wall-door closes plunging it into darkness.

Her mother has been intentionally left outside. Too stunned to move at first, Mrs. Dresner recovers and raps at the wall and it opens a crack revealing the frightened woman's face.

The wall closes up again. The bark of Dobermans and the megaphoned roaring of Oberscharfuhrers echo from up the street. Mrs. Dresner pounds at the wall and the false door opens a little again.

Shots from up the block sweep away the last of the woman's reason and she slams the wall shut again.

Mrs. Dresner hurries out of the room.

Schindler keeps watching the girl in red, so conspicuous, yet still moving past crowds, past dogs, past trucks, as though she were invisible.

Patients in white gowns, and doctors and nurses in white, are herded out the doors of a convalescent hospital. As the small figure in red moves past them, shots explode behind her.

Mrs. Dresner hurries down the apartment stairs. As she's nearing the doorway of the building, a figure appears in it and she stops, paralyzed with fear.

It's a boy, no more than fourteen. Cap on his head, OD armband, he works for the Germans and is terrifying because of it. Time seems to stand still as he considers Mrs. Dresner. Finally -

Mrs. Dresner nods anxiously; her life is in the hands of a child.

They'll be here in a minute, hide under the stairs.

She does as she's told, and listens to the sound of the boy's steps out onto the street and -

Peering out from her hiding place, she sees some SS men. Satisfied with the boy's report, they move on, and Mrs. Dresner hurries back up the stairs to retrieve Danka.

Short bursts of light flash throughout the ghetto like stars. Schindler, fixated still on the figure in red, loses sight of her as she turns a corner.

Pfefferberg hurries past the girl, into his building and up a flight of stairs to his apartment.

She's not there. There are no suitcases. She's gone. He hurries back down the stairs and out onto the street just as three SS men appear around a corner down the block.

There's nowhere to hide; the second he moves he'll be seen and probably shot. Trying to think - fast - his glance shifts to the suitcases littering the street.

Flanked by Hujar and another NCO, Anon Goeth notices the man stacking suitcases against a wall up ahead. As they draw near, Pfefferberg turns to face them, clicks his heels and salutes.

He clicks his heels again, salutes, remains at attention. All of which seems to amuse Goeth.

Goeth and his men move on, leaving the heel-clicking Ghettomensch to finish with the bundles. Pfefferberg lets out the breath he hadn't realized he was holding.

Schindler catches sight of the girl in red again, moving past a line of men filing toward and onto trucks.

Coming around a corner Genia sees ahead, in the middle of the street, a unit of Sonderkommandos, and beyond them, at the end of the block, slipping out of a line of men, her uncle Idek.

Without slowing, her eyes consider the uniformed men, their backs to her, and the shake of her uncle's head that seems to be saying, against all his natural impulses, Don't run to me, don't call out, you'll give yourself away.

Without a knowing look back, indeed as if by instinct, she keeps moving toward her destination, veering off to it just short of the Sonderkommandos in the street - her apartment.

She climbs the stairs. The building is empty. She steps inside an apartment and moves through it - it's been ransacked - and crawls under the bed.

The gunfire outside sounds like firecrackers.

Night. Silence. Schindler and Ingrid are gone.

Broken shop windows. Uninhabited buildings. Bundles and suitcases strewn across deserted streets like bodies. There's no movement. No sound. Until -

Several trucks, as before, roll across the Vistula bridge. They pass through the unmanned ghetto gate and split off down different streets.

Einsatzgruppe squads (Special-Duty groups) climb down and move in packs along the streets. Elite and ferocious men, they wear long overcoats and carry rifles and shotguns.

They come up staircases and in through open doors. Unshouldering their weapons, they listen to the quiet... before shattering it with gunfire.

Windows up and down the streets flash with light.

Bullets pepper an attic floor, splinter walls, tear through cupboards and pantries, searching for unseen targets, exploding from the muzzles of the Einsatzgruppen's weapons.

As the last shot echoes into temporary silence, the men are already out the door, on their way to the next apartment. Just before shots ring out there, blood, here, seeps from the holes in the ceiling and the walls and the cupboard doors.

Below, the ghetto perimeter and interior are clearly distinguishable by the dots of light flashing in the windows of the apartments.

Gradually they diminish in number until the last shot is finally fired and the ghetto disappears into darkness, like a void in the city of Cracow. Outside its boundaries, lights, from lamps not guns, glimmer.

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.

Bloody wheelbarrows, stark against the tree line of a forest above the completed forced labor camp, PLASZOW.

Names on lists. Names called out. Tight on faces.

Goldberg at one of several folding tables. The black marketeer-turned-ghetto-co is now the Lord of Lists inside Plaszow. He and other listmakers call out names, accounting for the fifteen thousand who survived the liquidation of the ghetto and now stand in long straight rows.

Stern is among them.

Amon Goeth stirs, wakes, glances at the woman asleep beside him. Hungover, he drags himself slowly out of bed.

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.

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.

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.

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.

She buries her head under a pillow. Goeth reappears. He pads to his bathroom, goes inside and urinates.

Schindler's Mercedes winds through the camp on a road made entirely of broken tombstones scavenged from the Jewish cemetery.

As it passes warehouses and workshops, barracks and guard blocks and work details, some of the workers from Schindler's factory can be glimpsed among the prisoners. A man standing alone wears a sign around his neck (subtitle), "I am a potato thief."

The Mercedes pulls in next to some other nice cars parked alongside Goeth's villa.

A table set with crystal, china, silver. Goeth and Leo John are there, in pressed SS uniforms, and two industrialists, Bosch and Madritsch. one chair is empty.

John 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.

He works his way around the table, patting Bosch and Madritsch on the back - he knows them - shaking John's hand, who he doesn't know. He reaches Goeth.

Goeth takes a good long look at the handsomely dressed entrepreneur and allows him to shake his hand.

Schindler takes a seat, shakes a napkin onto his lap, nods to a servant holding out a bottle of champagne to him.

Goeth watches him. The others watch Goeth.

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 John to continue.

Schindler laughs out loud, cutting John off, and starts in on the plate of food that's set down in front of him. John glances over to Goeth nonplussed. To Schindler -

Goeth slowly shakes his head no... then smiles.

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.

The others have gone. It's just Goeth and Schindler now. Goeth pours glasses of cognac.

Schindler nods pensively, perhaps in agreement, perhaps at some other thought. There's a silence, broken finally by -

His roar echoes into silence. An acquiescent shrug from Goeth finally, and a nod; Schindler's right.

They study each other, trying to determine perhaps who's more powerful. Eventually, Goeth shrugs.

He glances off to his maid coming in quietly with a tray of sweets. There's a bruise on her face. She sets the tray down carefully, trying to avoid clatter, and looks to Goeth for further instructions.

He smiles pleasantly, watches after her as she leaves, genuinely fond of her it seems. Glancing back to his guest -

Schindler nods, That's true. Goeth tries to put the situation in perspective:

Schindler admits it by not disagreeing. Goeth thinks about it, nods to himself again, then frowns.

Goeth mulls it over, his shrug saying "maybe, maybe not." A silence before -

There's the word Goeth was waiting to hear.

An SS surveyor measures with even paces a distance of the bare field adjacent to the factory. He sticks a little flag into the ground.

At a folding table set down in the middle of the field, Schindler signs a check made out to the Construction Office, Plaszow, tears it from the large book and hands it and a stack of requisitions to an SS building contractor.

The check and requisitions on a clipboard in Wilek Chilowicz's hands. The Jewish gangster has apparently achieved a status of some importance here already, and moves along trucks being loaded with lumber and cement, electrical and plumbing supplies and rolls of barped wire. Goeth appears, comes over.

Goeth nods to himself, reaches for the clipboard and browses through the paperwork.

A convoy of six trucks moving along a narrow road lined with trees. At a fork, three split off to the left, the other three to the right.

Checking the building supplies being off-loaded from three trucks against carbons of the requisitions on his clipboard, the contractor glances over to one of the drivers.

The rest is being handed down from the other three trucks and carried into a barn where a man, who looks nothing like a farmer, is paying Chilowicz for the delivery in cash.

Schindler at the folding table writing out another check. The contractor approaches, clipboard in hand and reports.

Before the statement's out of the man's mouth, Schindler tears the signed check from the book and hands it over without a look or a word.

The new check on Chilowicz's clipboard. Three more trucks being loaded. Goeth appears again, is handed the cash by his bagman Chilowicz, and walks away. T*u

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 height; it has to be nine feet, exactly. Schindler and an SS officer come past some SS architects groaning over a set of blueprints.

He shrugs, Too bad, what're you going to do? The SS officer frowns. Yeah, that's a problem. Two huge dogs on leashes yank another SS man across their path.

As five hundred Plaszow prisoners are marched back onto the grounds of Emalia, any hope they may have had of a more amicable environment is quickly dashed. The place - completed now - looks like a fortress: barbed-wire, towers, and dogs.

Flanked by armed SS guards, Schindler watches impassively as the workers, the Dresners among them, pass through the factory gates. But as the last of them straggles in, and Stern is not among them, Schindler's stoicism is betrayed by concern.

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.

Schindler, with yet another girl on his arm, endures the officer's lies while sweeping the room with his eyes.

Schindler looks at him for the first time, knowingly.

She run an orphanage, your aunt?

Schindler's girl excuses herself to get a drink.

Schindler nods, Done. Both watch his date across the room getting a drink. As usual, she's the best-looking one there.

Whatever tolerance Schindler's had up to this point with John leaves his face; the look he gives him now is pure contempt.

Helen the maid moves around the important end of the table carefully setting down appetizers of herring in sauce. There's a fresh bruise on her face.

Goeth's girl tonight, a Polish prostitute, eighteen, nineteen, deadpans as she dips a fork into the herring -

The others at the table - Czurda and Leo John and their girlfriends - smile. Schindler doesn't, but also doesn't protest. Czurda's girl places a hand on his sleeve.

Everyone laughs.

Everybody laughs.

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.

Goeth finds Schindler alone outside smoking a cigarette.

Schindler acknowledges him, but that's about it. Finally -

If he's important to your business, he's important to mine. He's going to work for me.

Goeth heads back inside. Schindler stays outside, finishing his cigarette.

A folding table outside the prisoners' barracks. At it, playing cards, two night sentries. A figure appears out of the darkness. Schindler. He sets a fifth of vodka down on the table.

Stern has been summoned from his barracks. As Schindler digs through his pockets and hands over tins of food scavenged from the party, Stern offers back in a hushed tone -

Schindler nods, he understands. Over at the table, drinking his vodka, sit the sentries. From the hill, the villa, the Rosners' music, faint, can be heard.

He gets the picture. Stern searches the dark sky for more.

There's a calendar on my desk. Put it on your desk, it's got the birthdays of our SS friends' wives and children. Don't forget to send something.

Schindler smiles faintly. His pockets are empty; and Stern's hands full of the things Schindler has brought him.

Stern shrugs, Yeah, it's all he can think of now. They stand around a moment more before Schindler turns to leave, to return to the party.

Stern shrugs, You did what you could, and turns to go back into his barracks. Schindler watches after him, then leaves.

Rebecca Tannenbaum, 19, climbs the stairs behind Helen like the condemned up gallows planks. Quietly matter of fact -

They reach the landing and pass a doorway where the younger girl glimpses the Commandant moving around dressing. As they continue along the hallway -

They reach another, narrower and creaking set of stairs and climb it.

An almost bare room full of light. A young prisoner with a tape measure, pulling it along the baseboards and making notations on a drafting board.

Helen and Rebecca come through past discarded frames of old beds and broken-framed paintings to a wash basin under which the maid finds a small wooden box.

She hands Rebecca the box and leaves. Inside it, the girl finds nail clippers and files, cuticle scissors and buffers, clear polish and remover.

As she cleans the instruments with soap and water, the young man watches her. He measures the windows and the height of the ceiling, the silence broken only by the splash of water in the sink, until -

Rebecca turns from her work and stares at him like he must be mad.

He comes over and stretches his measure from her shoulder to her wrist. Moving around behind her, he draws it from the nape of her neck to the small of her spine and she tenses. He comes around in front of her again and, winding his arms around her in order to measure her waist, she gasps - not at his touch, but at a sound like the click of a gun hammer -

Her startled glance finds Goeth's two large hounds, Ralf and Rolf, staring from the doorway like evil apparitions, shifting their weight from one clawed paw to another.

Rebecca takes the other beast, the human one, gently by the hand. Eyes closed, enjoying the sensation Goeth can't see the absolute terror in the girl's face as she pushes back with trembling hands the cuticle of his thumb and snips at the dead skin with little scissors. Nearby, the dogs languish on a Persian carpet.

Goeth's eyes slit to consider her and the comment itself, trying to decide, no doubt, whether it's punishable for being too much. Rebecca tries not to look at the service revolver resting in his other hand on the Louis the Fourteenth end table. The eyes slowly close again.

Goeth moves through the crowded metalworks like a good- natured foreman, nodding to this worker, wishing that one a good morning. He seems satisfied, even pleased, with the level of production. Goldberg moves alongside him with a list on a clipboard. They reach a particular bench, a particular worker, and Goeth smiles pleasantly.

Not daring to look up, all the worker sees of Goeth is the starched cuff of his shirt and his long, fine fingers.

The rabbi-turned-metalworker gestures with his head to some hinges on the floor. Goeth nods. And in a tone more like a friend than anything else -

He shrugs apologetically and pulls out a pocket watch.

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 in his head of the seconds ticking away. He finishes and lets it fall onto the others on the floor. Forty seconds.

Again the rabbi works feverishly - cutting, crimping, sanding, hearing the seconds ticking in his head - and finishing in thirty-five. Goeth nods, impressed.

He understands perfectly. So does Levartov; he has just crafted his own death in exactly 75 seconds. No one looks up from their work as Goeth leads the rabbi past their benches and out the door.

He stands Levartov against a low wall, and adjusts his shoulders. Behind the condemned man, workers pushing stone trolleys veer to the edges of the angle of probable trajectory of stray bullets before Goeth pulls out his pistol. He sets the barrel against the rabbi's head and pulls the trigger - click.

Annoyed, Goeth extracts the bullet-magazine, slaps it back in and puts the barrel back against Levartov's head. He pulls the trigger again and the rabbi's head sways as if it could absorb the impact of the bullet like a punch. Again there's only a click.

He slams the weapon across Levartov's face and the rabbi slumps dazed to the ground. Looking up into Goeth's face, he knows it's not over. As Goeth walks away with faulty gun -

A gold lighter in Schindler's hand flames a cigarette.

He hands the gold lighter to Stern and walks away toward a D.E.F. truck being loaded with supplies.

Goldberg lights a cigarette with the same gold lighter, sets it on the clutter of personnel lists, transport lists, work and train schedules on his desk, and types on a transfer form the letters D.E.F.

Rabbi Levartov, brought over to Emalia, works at a table with several others crimping metal. As Schindler strolls by, he dares to speak -

Schindler has to think a moment before he can figure out who the grateful man is.

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.

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.

He shrugs, okay, points the rifle at another worker - and a boy of fourteen, shuddering and weeping, steps out of line.

Goeth goes over to the boy, and, like a distant relative to a small child, tries to get him to look at his face.

The boy nods, weeps, screams -

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.

Stern on Schindler's heels who's moving briskly toward his car like he's late for a meeting somewhere.

Schindler comes down the stairs with Klonowska. As they're crossing through the factory -

A mechanic leaning over the hood of Goeth's car accidentally knocks a wrench off the radiator into the fan, and there's an awful clatter before the engine dies. Pfefferberg, working on a truck engine, glances over to the expression of pure terror on the other mechanic's face.

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.

The mechanic, making adjustments to a metal press, glances up as Schindler moves past toward the office stairs.

Across the street stands a nervous young woman in a faded dress. She seems to be trying to summon the courage to cross over and onto the factory grounds.

Just inside the factory, she waits as a guard telephones Schindler's office. She can see the wall of windows from where she's standing, and Schindler himself as he appears at it, phone to his ear. He glances down at her disapprovingly and the guard hangs up.

The woman alone in a dismal room pulling on nylon stockings. At a mirror, she applies make-up. She slips into a provocative dress. Puts on heels. A Parisian hat. And looks in the mirror.

Schindler waits for her on the landing of the stairs. He doesn't recognize her, but smiles to counter the unfortunate possibility she's some old girlfriend he's forgotten. Reaching him, she offers her hand.

He can tell now she doesn't know him. He seems relieved. He leads her past Klonowska's desk and into his office.

He arranges a chair for her, goes to his liquor cabinet.

He pours himself a drink, warms it in his hands, smiles, clearly taken with her.

The grace with which she's carried herself up to this point seems to evaporate as she struggles to find the words she wants.

Schindler's face changes like a wall going up, a mask of indifference like in the portrait of Adolf Hitler on the wall behind him.

Who says that?

Schindler glances away from her. He seems weary suddenly, depressed.

Schindler glances back at her, his face hard, cold, and studies her for a long, long moment before -

She stares at him, frightened and bewildered. She feels tears welling up.

She hurries out.

Schindler barges into Stern's office. In a foul and aggressive mood, he dispenses with pleasantries in order to admonish the accountant -

Stern has hardly had time to look up from the work on his desk.

He wants to kill everybody? Great, what am I supposed to do about it? Bring everybody over? Is that what you think? Yeah, send them over to Schindler, send them all. His place is a "haven," didn't you know? It's not a factory, it's not an enterprise of any kind, it's a haven for rabbis and orphans and people with no skills whatsoever.

Stern's look is all innocence, but Schindler knows better.

Silence. Schindler tries to settle down. Pulls a chair over. Sits in it.

Schindler sighs either at the predicament itself, or at the fact that he's allowed Stern to place him right in the middle of it. He gets up to leave, hesitates. Conducts a mental search for a name and eventually comes up with it:

FLASH CUT to roll call on the crowded Appellplatz -

Back to Schindler in Stern's office -

FLASH CUTS to an elderly man and woman pulled from lines -

Back to Schindler, unstrapping his watch -

FLASH CUT to the watch on Goldberg's wrist as he checks off the names Jakob and Chana Perlman from his lists.

And back to Stern's office as the substantial figure of the industrialist disappears out the door.

Distant music, Brahms' lullaby, from the Rosner Brothers way down by the women's barracks calming the inhabitants. Up here on the balcony, Schindler and Goeth, the latter so drunk he can barely stand up, stare out over Goeth's dark kingdom.

It seems almost as though this temptation toward restraint, this image Schindler has brush-stroked of the merciful emperor, holds some appeal to Goeth. Perhaps, as he stares out over his camp, he imagines himself in the role, wondering what the power Schindler describes might feel like. Eventually, he glances over drunkenly, and almost smiles.

A stable boy works to ready Goeth's white horse, anxious to finish before the Commandant arrives.

Coming down the stairs in jodhpurs and riding boots, Goeth pauses to consider a painting. Noticing an imperfection, he peers more closely. Discovers it's a fly speck. Wipes at it with a slender manicured finger and glances down to - Helen dusting in the parlor. She glances up. Sees Goeth staring down at her accusingly, raging inside, grip tightening on his riding crop.

The hand comes up and she flinches even though he's twenty feet away. But the crop doesn't slap against his leg ordering her impatiently to come forward to receive punishment; it rolls instead in a gesture for her to keep working. Mystified by his leniency, suspicious of it, she watches through the corner of her eye as he continues down the stairs and out the door.

Striding toward the stables, Goeth notices in the distance a woman prisoner being dragged by the hair from the furworks by a Ukrainian guard. He throws her to the ground and raises his truncheon, sees the Commandant and calls across to him -

Without slowing his brisk pace, Goeth nods to himself, deliberating over the sentence for such a serious crime. Death perhaps. No. He calls back -

The guard stares back stunned. So does the woman on the ground.

The stable boy sticks a bridle in the horse's mouth, throws a riding blanket onto its back. As he's dragging over the saddle Schindler bought e Commandant, Goeth arrives. The boy tries to hide his panic; he knows others have been shot for less.

As Goeth waits, patiently it seems, humming the theme from Madam Butterfly to himself, the stable boy tries to mask his confusion.

Goeth gallops around his great domain holding himself high in the saddle. But everywhere he looks, it seems, he's confronted with stoop-shouldered sloth. A worker taking a rest. Another drinking water. Goeth forces himself to smile benevolently.

Goeth comes into his bedroom sweating from his ride. A worker with a pail and cloth appears in the bathroom doorway. More to the floor -

Goeth steps past him to take a look. The worker is almost shaking, he's so terrified of the violent reprisal he expects to receive.

The worker hasn't a defense for himself. Goeth's hand drifts down as if by instinct to the gun in his holster. He stares at the worker. He so wants to shoot him he can hardly stand it, right here, right in the bathroom, put some more stains on the porcelain. He takes a deep breath to calm himself. Then gestures grandly.

The worker hurries out with his pail and cloth. Goeth just stands there for several moments - trying to feel the power of emperors Schindler described. But he doesn't feel it. No matter how hard he tries. All he feels is stupid.

The worker hurries across the dying lawn outside the villa.

He dares a glance back, and at that moment, a hand with a gun appears out the bathroom window and fires.

Bloody sides of beef lining either side of an ice room.

Idek Schindel comes in, buries a hook into one of the long carcasses and manages it onto his back. He lumbers out with it, comes through the industrial kitchen and unshoulders it onto a block.

As one of the prisoner-cooks cleaves at the meat, Schindel returns with his hook to get another. Coming into the ice room again, he stares. One entire wall is bare.

He comes back out. Moves to the back door. Sees a line of prisoners, under Chilowicz's supervision, carrying twenty sides of beef, like ants, to a waiting truck.

A side of beef and several boxes of vegetables are carried into the back door of a restaurant. The owner of the place pays Chilowicz in cash and steps away from the truck filled with food and furs and peat and paint and bolts of cloth.

Cabbages, onions and meat tear under the knives of the prisoner-cooks.

A solitary chef in starched white clothes and hat dices the tomatoes, carrots, scallions, mushrooms and meat purloined from Plaszow and purchased from Chilowicz, arranging it all in neat piles.

The Plaszow cooks upend pots of chopped cabbage and onion and meat into deep vats. It all falls far to reach the bottom.

The lone restaurant chef rakes his cornucopia of ingredients into a pot on a stove, holding back some to avoid its spilling over.

The Plaszow cooks pour buckets of water into the vats.

The restaurant cook checks the level of water in a measuring cup, dumps a little back into the sink and carefully adds the rest to the pot.

Tepid watery soup spills into the bowls of the Plaszow quarry workers as they file past the prisoner-servers.

A waiter comes through the swinging kitchen door into an elegant dining room with a steaming tureen of soup.

Under the towering mills, a Plaszow worker spoons at his thin broth searching for something solid in it. It's like a treasure hunt.

The waiter ladles rich thick soup into bowls and places them on plates in front of a well-dressed couple.

As the woman dips her soup spoon daintily into the bowl and draws it to her mouth -

The sentries at their little table again, drinking Schindler's vodka. Nearby, outside Stern's barracks, Schindler hands over items from his coat - loaf of bread, tin of ham, cigarettes. He's dressed for a party.

Stern glances across to Goeth's villa on the hill; figures moving around behind the windows. There's another party going on up there. Down here, Schindler thinks about what Stern has told him, and eventually shrugs, Fine, fuck him.

So you'll be rid of him.

But Stern slowly shakes his head 'no'.

There's the irony - Schindler's future, his life, is inextricably enmeshed with Goeth's and his deeds. Schindler understands the problem, nods.

Schindler and Senior SS Officers Toffel and Scherner share a table in the same smoke-filled nightclub they met in.

Schindler glances away to the floor show, nods to himself. Glancing back again, he considers the SS men with great sobriety.

His thinly veiled threat of exposure escapes neither SS man. The air seems thicker suddenly.

The threat still stands, despite Schindler's assurance otherwise, and they all know it. So does Scherner's threat back to him, and they all know that, too. But Schindler just grins good-naturedly, and, glancing away -

Applause (from the nightclub) CARRIES OVER work details of women and girls filing past the electrified fences separating, like a moat, their barracks from the men's. Many are whistling short calls, like mockingbirds - each devised to be distinct from the rest - and straining to pick up the answering refrains from their mates amid the forest of sibilance.

Rebecca Tannenbaum whistles her mating call and smiles to herself when it echoes back not twenty yards behind her. Glancing over her shoulder down the line she sees among the women her boyfriend Josef Bau in a scavenged dress and scarf.

The electrified gates spark as guards pull them shut.

The whistling CARRIES OVER a tomb-like room dug into the earth under the villa. There's a bed, a wash basin, and some laundry on lines that will never dry completely in the damp musty air. Rinsing out some socks, Helen turns to the sound of footsteps and sees Goeth's boots descending the cellar stairs.

Schindler sits mesmerized by the beauty of the cabaret singer on stage, unaware, or unconcerned, that Scherner and Toffel are watching him, disquieted still by his insinuations.

The singer's voice CARRIES OVER:

The women of Hut 57 at one end of the rows of four-tiered bunks, crowded together to witness the marriage of Rebecca Tannenbaum to Josef Bau. There's no rabbi; instead, one of the older women officiates, reciting the ketubah as best she can.

Her voice and the nightclub singer's CARRY OVER:

Goeth parts some hanging sheets, steps through and sits on the edge of the single bed beside Helen. He's in an introspective mood, says nothing for several moments, until -

She's not fine at all; she's terrified.

She doesn't answer. Goeth stares down, sighs.

On the barracks floor, as the old women watch, Rebecca, as prescribed by the rite, circles her fiance the first of seven times.

The cabaret singer steps down from the small stage with the microphone and begins slowly circling Schindler's table.

Goeth is on his feet, slowly circling the bed.

Circling, coming around Josef, Rebecca looks at him with pure love.

Circling the table, the cabaret singer's eyes meet Schindler's and smile mischievously.

Helen's downcast eyes follow Goeth's boots as he comes past again, circling.

His gesture includes the dank room, Plaszow, the war itself and the Reich's policies of extermination.

Josef's eyes track his bride as she circles past him again.

The nightclub singer comes past Scherner and Toffel, her eyes evaluating them, dismissing them, and circles around behind their chairs.

The arc of Goeth's path has narrowed; he's closer now as he circles past Helen again.

Circling Josef the seventh time, Rebecca glances to one of the women taking a light bulb from a bare socket.

The spotlight follows the singer as she circles around behind Schindler, very near him.

Goeth's face, tortured with doubt, comes into and out of the light of a lamp as he circles past it.

He slows to consider her. His hand slowly reaches toward her.

The light bulb passes from hand to hand.

The singer takes Schindler's hand in hers.

Goeth's delicate hand, moving closer to Helen's face to stroke it lovingly, hesitates just before it touches her skin.

Josef's shoe comes down, crushing the light bulb.

Goeth's hand slams across Helen's face.

The singer slides onto Schindler's lap and kisses him on the mouth to amused applause.

Goeth is on top of Helen, beating her savagely.

Josef takes his wife into his arms and kisses her.

The lamp crashes to the floor, pitching the room, and Goeth's beating of the one he loves, into -

- DARKNESS

Schindler comes through his factory like a king among his subjects handing out bottles of wine from cases carried by boys too young, really, to be working here. In addition to the mid-day soup and bread, bowls of fresh fruit have been set out on the long work tables.

In honor of Schindler's birthday, Goeth has brought over Stern and the Rosners - the musicians, at the moment, accompanying the best baritone in the Ukrainian garrison.

Surrounded by his friends and lovers, Schindler cuts a cake. He receives congratulations from the many SS men present and the embraces, in turn, of Ingrid and Klonowska and Goeth.

From Stern he gets a handshake.

At one of the tables, several workers are debating which of them will go upstairs to thank Schindler.

A Jewish girl from the shop floor is admitted and timidly approaches the drunken group around Schindler. The SS men consider her as a curiosity; Schindler, as he would any beautiful girl. The music breaks and out of the silence comes a small nervous voice:

She hesitates. She's surrounded by SS uniforms and swastikas and holstered guns. Schindler smiles; this is a beautiful girl.

He kisses her on the mouth, and the smiles on the faces around them strain. Stern glances to heaven. Amon cocks his head like a confused dog. The kiss is broken, finally, and Schindler smiles again with impunity.

The girl backs away nodding anxiously; all she wants now is out. Henry Rosner, nudging his brother, whispers -

They begin another song, and the party struggles to resume.

His annual physical interrupted by bad news, Goeth, in his undershirt, paces with a memorandum in his hand, frowning at the others in the room - Leo John, Hujar, Goldberg, and one of the camp physicians, Dr. Blancke.

Were they not asleep in their barracks, the prisoners would no doubt shudder at the sight: the clerks are setting up their folding tables.

Other figures move around the parade ground in the murky dawn light: these raising a banner, those wheeling filing cabinets across the Appellplatz, this one wiring a phonograph, that one saturating a pad with ink from a bottle.

Goldberg, Lord of Lists, moves from table to table handing out carbons of lists and sharing morning pleasantries with the clerks.

Some men in white appear like ghosts. A doctor's kit is opened, a stethoscope removed. Another cleans the lenses of his glasses. Someone sharpens a pencil.

A trainman waving a lantern guides an engineer who's slowly backing an empty cattle car along the tracks. It couples to another empty slatted car with a harsh clank.

The needle of the phonograph is set down on a pocked 78. The first scratchy notes of a Strauss waltz blare from the camp speakers.

Shirtless, Goeth calmly smokes his first cigarette of the morning as he listens to the music wafting up from down below.

His mistress, Majola, steps out onto the balcony in her slip, and peers down at the Appellplatz where the entire population of the camp has been concentrated - some fifteen thousand prisoners.

Though the music and banners struggle to evoke the atmosphere of a country fair, the presence of the doctors belie it. A sorting out process is going on here, the healthy from the unhealthy.

A physician wipes at his brow with his handkerchief as several prisoners run back and forth, naked, before him. He makes his selections quickly: this one into this line, that one into that, and Goldberg moves among them recording the names.

Other groups of people run naked in front of other doctors and clerks. Notations are made and lines are formed. The sun beats down and the music lies.

Some still pulling their clothes back on, the first wave of the "unfit" is marched onto the platform. A guard slides open the gate of a cattle car and this first unlucky group climbs aboard.

Behind the camouflage of other women prisoners, Mila Pfefferberg rubs a beet against her cheeks in desperate hope of adding a little color to her skin. Another woman pricks her finger and rubs the blood across her gray lips.

Amon Goeth, his shirtsleeves uncharacteristically rolled up, chats with one of the doctors as another group strips. Whether the topic is this Health Aktion or the unseasonable weather is unclear, but he nods approvingly.

He steps away and watches, thoroughly bored, a group of men taking off their clothes. His glance settles of Pfefferberg whose shrug wonders, Do I really have to go through this? Goeth turns to a clerk and points.

Pfefferberg is motioned away from the others; he's okay, he doesn't have to be put through this indignity. He gestures to the lines of women across the Appellplatz, and Goeth nods, Yeah, okay, why not. To the clerk -

The clerk accompanies Pfefferberg and, making a notation on the way, finds Mila.

The sun is higher, the cattle cars hotter. Prisoners' arms stretch out between the slats offering diamonds in exchange for a sip of water.

The needle of the phonograph is set down on another record, a children's song, "Mammi, Kauf mir ein Pferdchen" (Mommy, Buy me a Pony).

Children are yanked from the arms of their parents. Wailing protests quickly escalate to brawls with the guards. Revolvers and rifles aim at the sun and fire. Music, shots, wails.

Guards traipse through a deserted barracks peering up at the rafters, pulling planks from the floor, upending cots, looking for more children.

A small figure in red sprints across to another barracks, counts to herself five boards in from a corner and wrenches off the sixth - revealing several kids, sardine-tight in a cavity.

She runs across to another barracks and, just inside the door, counts with her bare feet seven planks from it and pulls at the eighth - finding two more kids filling a small hole.

She hurries out past a crude structure, glimpses guards coming around the corner of a barracks, turns back and throws open the door of the -

Holding a hand out to either side, Genia lowers herself into a pit into which women have defecated. She works her way slowly down, trying to find knee- and toe-holds in the foul walls, ignores the flies invading her ears, her nostrils.

Reaching the surface of the muck she lets her feet submerge, then her ankles, her shins, her knees, before finally touching harder ground. As she struggles to slow her breathing, her racing heart, she hears a hallucinatory hiss -

VOICE This is our place.

She sees eyes in the darkness; five other children are already there.

Waves of heat rise from the roofs of the long string of cattle cars. Inside, those who "failed" the medical exams bake as they wait for the last cars to be filled.

Schindler's Mercedes pulls up. He climbs out and stares transfixed.

He notices Goeth then, standing with the other industrialists, Bosch and Madritsch, and strolls over to them.

There's a makeshift bar on a mahogany table, stocked with liquor and a pitcher of iced tea. Goeth glances away to the train. The idling engine only partially covers the desperate pleas for water coming from inside the slatted cars.

He shakes his head, amused. Schindler watches as another car is loaded. It's like they're climbing into an oven.

Goeth stares at him blankly, then with a What-will-you-think- of-next? kind of look, then laughs uproariously and calls over to Hujar -

Hujar heard him, he just doesn't get it. Finally he turns to another guy and tells him to do it.

And amusing, not just to Goeth, but to the other SS officers standing around as well. Oskar moves away to talk with one of the firemen.

At full extension, apparently, the hoses still only reach halfway down the long line of cars. He returns to Goeth.

Goeth finds this especially sidesplitting, and hollers -

The joke takes on new dimensions when, from the back of the D.E.F. truck, boxes of food are unloaded. Accompanied by the laughter of the SS - and watched by Stern from the end of the platform - Schindler moves along the string of cars pushing bread through the slats.

Goeth is almost hysterical. But slowly then, slowly, the amusement on his face fades. His friend moving along the cars bringing futile mercy to the doomed in front of countless SS men, laughing or not, is not just behaving recklessly here, it's as though he were possessed.

The water rains down on the last car.

A German staff car pulls in across the factory gate, blocking it. Two Gestapo men climb out.

The girl who brought Schindler best wishes on his birthday glances up from her work to the Gestapo crossing through the factory. They climb the stairs to the upstairs offices and, moments later, appear behind Schindler's wall of glass.

Schindler leaning against his desk, drink in his hand, calmly tries to assess his humorless arresters.

Schindler glances beyond them to a point outside his office, to Klonowska. She nods, she knows what to do, she'll make the phone calls, call in the favors.

He snuffs out his cigarette.

Settled comfortably in the back seat, Schindler glances idly out the window. Taking the same route as the last time he was arrested, the car approaches SS Headquarters on Pomorska Street... then passes it.

Schindler glances back at the receding building like at a friend leaving on a train, and tries to keep his concern out of his voice -

The men up front don't answer. The car turns onto Kolejowa and approaches a building a block long with an ominous sameness to the windows.

Schindler is made to empty his pockets, his money, cigarettes, everything. Around him clerks speak in whispers, as if raised voices might set off head-splitting echoes along the narrow monotonous corridors.

He's led down a flight of stairs into a claustrophobic tunnel. He's taken past darkened cells, past shadowy figures crouched in corners and on the floor.

A water bucket. A waste bucket. No windows. This is not a cell for dignitaries; this arrest is different.

Schindler, incongruous with the dank surroundings in his double-breasted suit, slowly paces back and forth before his cellmate, a soldier who looks like he's been here forever, his greatcoat pulled up around his ears for warmth.

Schindler forces a smile. His cellmate just stares. Now there's a crime; much more impressive, much more serious, than his own.

In a stiff-backed chair sits a very unlikely defender of racial improprieties - Amon Goeth. To an impassive SS colonel behind a desk, Goeth tries to highlight extenuating circumstances:

Goeth tries to read the man behind the desk, but his face is like a wall.

Goeth shifts in his chair; He knows he's not getting anywhere with this man. He switches tacks:

In the silence that follows, Goeth realizes he has made a serious error in judgement. This man sitting soberly before him is one of that rare breed - the unbribable official.

Suddenly the man stands up and salutes, which thoroughly confuses Goeth since Goeth is his inferior in rank. But he isn't saluting Goeth, he's saluting the officer who has just stepped into the room behind him.

The colonel sits back down. Scherner pulls up a chair next to Goeth.

Scherner smiles and allows Goeth to shake his hand, but it's clear, even to Goeth himself, that he has fallen from grace.

A tall, thin, gray Waffen SS officer has a request for the Rosner brothers.

He's drunk, morose; it seems unlikely he'll be on his feet much longer.

Indeed, as Henry and Leo Rosner begin the song - that excessively melancholy tale in which a young man commits suicide for love - the field officer staggers over to a chair in the corner of the crowded room and slumps into it.

Goeth laughs too loud, drawing a weary glance from Scherner. Schindler smiles good-naturedly. He's out of jail, a little worse for wear perhaps, a little more subdued than usual.

Behind them, Helen can be glimpsed running up and down the staircase in a ritual of public humiliation for some domestic infraction.

THE THIN GRAY SS OFFICER

He is back in front of the musicians, swaying precariously, a drink in his hand -

Again they play the song. Again he staggers across the crowded room to his chair in the corner, paying no attention to the visiting commandant from Treblinka, or anybody else -

He shrugs like it's nothing, or with modesty, it's unclear. Goeth is duly impressed; Schindler, only politely so. Helen is still running up and down the stairs in the background.

The man nods and stumbles away and Henry's bow touches the strings of his violin. As the man slowly wanders out to the balcony, Henry not only plays the sad melody again, he plays with it, and this one somber man alone in the night air.

An unearthly conviction takes hold of Henry and guides his bow. He wrenches from the song all the sentimentality he can, pushing the man with unhappy memories of an affair closer to the brink. His brother glances over his accordion to him concerned.

But Henry doesn't stop. He declares war with song, filling it with more and more emotion with each stroke of the bow. No one else in the room appears aware of the exchange going on between this man on the balcony and this music - certainly not Helen who is still running up and down the stairs - but Leo is nervous.

Leo smiles tightly to the crowd he imagines suspects what's happening, trying to look benevolent. Henry's eyes glide from the neck of his violin to the officer out on the balcony. Through his clenched teeth, Leo hisses -

Goeth has glanced over, staring at the musicians, but Henry doesn't dampen the spirit of his invocation; in fact, he lays it on thicker, pours more emotion into the song, until -

A muffled shot, like a coda, ends the song. Goeth and his guests turn in time to see the silhouetted figure out on the balcony crumple against the railing with a bullet in his head and slump onto the floor.

Goeth glances back to the musicians, stunned. The brothers' faces are studies of utter unsophistication. Funereal silence fills the room. A perfectly good party has been ruined.

Goeth hasn't a clue what has happened. In fact, now that the man on the balcony is dead, only two remain in the room who do. Goeth finally finds his voice -

Tight on the accordion as it goes into its case with a wheeze, and the violin as it slides into its with a hollow clunk. The lids come down and the latches snap shut. Done.

A lone pigeon perched on the edge of a small stone fountain cocks its head at the sight of a long arrow of birds wedging across the sky as if from an impending storm.

A neat stack of mail in Helen's hand. She comes through the threshold of the study with it and places it on the desk where Goeth sits enduring the drudgery of initialing paperwork.

The pigeon takes flight, arcing up past some little German children - the sons and daughters of SS officers residing in the fashionable apartments lining the street - who suspend their games to peer into the sky at the first snowflakes of winter floating gently down.

Goeth slits an envelope addressed to him in feminine script. Reading the letter inside, reminiscences, perhaps, of some enchanted evening, his eyes smile.

He finishes and sets it aside, picks up the next envelope - official SS correspondence with a Berlin postmark - and opens it with much less enthusiasm.

Reading the two-page memo inside labeled "O.K.H." (Subtitle: Army High Command) his boredom is soon replaced by incredulity, then seething anger, then incredulity again, and finally, as he glances to the window beyond which his kingdom lies, concern.

The children run past Klonowska's poodle, tethered to the leash held in its mistress's hand. She's staring up at the sky, too, like the children, at the fine flakes of snow floating down.

So close are the mechanisms of the gun, it's impossible to determine precisely what place this is. A manicured hand with fingers like a pianist's comes up with a nail file in it and rasps at the firing pin while a voice hums Madam Butterfly.

Schindler steps out onto his balcony and waves to Klonowska across the street in the park with the dog. He glances to the sky at the snow, puzzled, perhaps, by its unseasonable appearance.

He holds out his hand to catch some. Rubs it between his fingers. It's not cold. It's warm and dry. He reaches to the railing where more of the flakes have accumulated and runs a finger along the metal. It seems to be ash.

Alone in a shed, Chilowicz paces nervously past building materials and trucks. The door opens, splashing light over the silhouette of a Ukrainian guard coming in, and Chilowicz glances to him anxiously.

The guard pulls a gun from his waistband... and hands it to the Jewish gangster. Chilowicz hands back in return fistful of diamonds and climbs into the wood furnace of fuel-burning truck.

Driving through Cracow toward his factory, anxious to reach it, Schindler uses the wipers to clear the falling ash from his windshield.

On street corners and from windows, people stare off in the direction of Plaszow, where the mysterious cloud of debris seems to be emanating.

The truck rolls toward the main gate of the camp. Someone steps out from the gatehouse and signals with an upraised hand for the driver to stop. The hand is finely manicured and belongs to Goeth.

The Ukrainian guard climbs down from the driver's seat and lumbers behind the Commandant to the rear of the truck. They exchange half-smiles as Goeth climbs onto the bed. He pulls open the furnace door and mimes surprise over his discovery of the man in the hole.

Carrying blankets and bundles, Schindler's workers are marched under heavy guard out of the factory and its annexes and across the fortified yard. The Mercedes pulls up, Schindler jumps out, crosses to an SS officer and angrily demands -

The officer hands Schindler papers, orders of some kind. The irate industrialist scans them, throws them to the ground, and strides back to his car. It's covered with ash.

Out of the furnace, at least for the moment, Chilowicz stands with Goeth on the bed of the truck. His manner is so pleasant, Goeth's, that Chilowicz can almost allow himself the delusion he's not about to die.

Chilowicz glances from Goeth to the Ukrainian traitor at the back of the truck. If he's quick enough, he might be able to get them both. There's no one else around to worry about. They're all up on the hill, by the fires.

The gangster pulls out his gun and fires at Goeth, sweeps it around to shoot the guard ... realizes he didn't hear the first shot. He swings it back again to gun down his primary target, Goeth, standing before him completely at ease, but again there's only a click.

Goeth raises his revolver and shoots Chilowicz through the neck.

The fires rage on the hill. The ash wafts up into the sky. Suddenly the roar of the flames is eclipsed by -

The trickle of water in a creek flowing gently under an umbrella of trees. Leo John and his five year old son, on their knees catching tadpoles, seem unaware of, or at least not distracted by, the ghastly endeavor going on behind them -

The roaring inferno consumes the victims of the ghetto massacre, the victims of Plaszow, the thousands exhumed from the earth out of mass graves in the forest and piled like bricks and board, layer upon layer, building materials for the huge raging pyres.

Arriving in his car, Schindler sees Goeth standing up at the tree line, like Satan against the wall of flames. Climbing the hill, furious, Schindler calls up -

Schindler slows; he's seen a wheelbarrow trundled by Pfefferberg, a corpse in it, and fears the body is Mila's. But then sees her trundling another barrow, another corpse in it. Goeth yells down -

He shrugs, It's always something. Schindler reaches the top of the hill and stares at the burning pyramids being stoked by masked and gagging workers, and at Hujar running around, having lost his mind, firing at the corpses as they're given temporary life by the flames, sitting forward, their limbs reaching, their mouths screaming.

He sighs at the task, at the unfairness of it all, the dissolution of his kingdom. His glance finds his man, Leo John, over at the stream.

Tight on the gleeful boy with a tadpole in his hand. Behind him, the ash from the pyres rises high into the sky, blotting out the sun.

Schindler comes in, finds Stern behind his desk shuffling papers. He sits, pours a drink from his flask and offers it perfunctorily to the accountant, knowing, of course, he'll decline.

I've been talking to Goeth -

Schindler waits for the accountant to stop shuffling the papers on his desk and give him his attention. Stern finally glances up from his work.

Schindler's reassurances fail to undo the resignation Stern feels regarding his and the other Plaszow prisoners' fates.

Schindler sighs. He hates all this every bit as much as Stern. Almost as much, anyway.

Schindler gives a cavalier wave at the air; the business of business seems to hold no more allure for him.

Schindler smiles faintly, remembering the time Stern explained to him the cost benefits of hiring Jews over Poles.

Stern shrugs. Schindler nurses his drink.

He downs the rest of his drink and pours another. They consider each other.

The war. They both nod, but it's hard right now for either to believe it, or that they will both survive it.

His shrug adds, But you never accept. Stern reaches out his hand. Schindler stares at him confused, then gestures to the drink, This?

Schindler hands it to him. The accountant raises the glass slightly in acknowledgement of Schindler, or in resignation, and drinks.

Schindler sitting alone in his elegant apartment smoking a cigarette. Eventually he snuffs it out in an ashtray and gets up, grasping the handles of two suitcases.

As he walks toward the door, all the furniture disappears, leaving the place completely bare, with light pouring in through the windows.

A gauge at zero. Silent machines. The wall of glass overlooking the deserted factory floor.

Schindler's Mercedes at a border crossing, the backseat piled high with suitcases.

The border guard returns Schindler's passport to him and lifts the barrier, and the Mercedes crosses onto Czech soil.

A church in the main square of a sleepy hamlet. A priest and his parishioners, including Emilie Schindler, emerging from it, morning Mass over.

Across the square, a porter pulls Schindler's steamer trunks and suitcases from his Mercedes parked outside the town's only hotel.

He's noticed his wife; and she, him. But neither makes a move toward the other. Finally she walks away, which Schindler correctly interprets to mean, Yes, check into the hotel. To the porter again -

He gestures to the man to take the things into the hotel and tips him extravagantly.

Schindler's Mercedes climbs a private tree-lined road that leads to a centuries-old estate perched alone and regally on a mountain top.

Schindler wanders through empty baronial rooms to a large balcony. From there he considers the view: the sky, rolling vine-covered hills, the cottages of the village of Brinnlitz lying far below like subjects kneeling before the monarch.

Schindler turns to find the estate's caretaker framed under a baroque arch, watching him.

The caretaker nods hesitantly. Schindler turns away, back to the view.

Except for the clothes of the working class clientele, the scene is reminiscent of the SS nightclub in Cracow: Schindler, the great entertainer, working his way around the tables making sure everybody's got enough to drink, making sure everybody's happy. A guy at a table with a girl gestures him over.

He offers the girl his hand; she takes hold of it briefly, politely. To her -

His manner is modest, but the Brinnlitz local smiles slyly. He knows Oskar well; always the hustler.

He spots the barman and gestures to him to refill his friend's and his date's drinks, pats the guy on the shoulder and wanders over to another table. Watching after him -

The man has to think; not because he doesn't know, of course, but because his old friend Oskar has been into so many things it's hard to know which one to name. Finally -

A woman asleep in the bed. The one from the bar. In his robe, at the window, Schindler calmly smokes as he stares out at the night.

The town, off in the distance, nestled against the mountains. The sun, just coming up. Closer, here, ramshackle structures, a long abandoned factory of some kind.

Schindler, in leather riding gear, climbs down off an old DKW racing motorcycle. He slowly wanders around, peers in through broken windows, wanders around some more.

He glances off into the distance. To the mansion perched on the mountain top. Then back down here at all the junk lying around the abandoned industrial buildings.

Tight on his face, torn between conflicting choices, or realizing there's no choice, or only one choice, and hating it.

Schindler and Goeth on the balcony of the villa, drinking.

Goeth considers his friend, greatly puzzled. Below them lies the camp, still operating, at least for now, until the shipment arrangements can be finalized.

Goeth finds this whole line of reasoning impossible to believe. He's sure Schindler's got something else going here he's not telling him.

Goeth studies him, searching for the real answer in his face. He can't find it.

Goeth thinks about it in a silence. Then slowly nods to himself. He's going to make some money out of this even if he can't figure it out. He smiles.

That's the question.

THE KEYS OF A TYPEWRITER slapping a name onto a list -

L E V A R T O V - the letters the size of buildings, the sound as loud as gunshots -

TIGHT ON THE FACE OF A MAN - Rabbi Levartov - the hinge-maker Goeth tried to kill with a faulty revolver -

THE KEYS HAMMER another name - P E R L M A N -

TIGHT ON TWO ELDERLY FACES - a man, a woman - the parents of "Elsa Krause."

IN HIS SMALL CLUTTERED PLASZOW OFFICE - Stern transcribes D.E.F. workers' names from a Reich Labor office document to the list in his typewriter, Schindler's List.

THE KEYS RAP - W U L K E N - the FACE of the jeweler -

S C H I N D E L - the FACE of Genia's uncle -

TIGHT ON SCHINDLER slowly pacing the six or seven steps Stern's cramped office allows, nursing a drink.

THE KEYS typing P F E F F E -

PFEFFERBERG'S face, tight. MILA'S face, tight.

CURRENCY, hard Reichmarks, in a small valise. As Goeth looks at it, he mumbles to himself -

MOVING DOWN THE LIST of names, forty, fifty. The sound of the keys. Stern pulls the sheet out of the machine, rolls in another, types a name.

HUNDREDS OF SEWING MACHINES stitching uniforms on the floor of Madritsch's Plaszow factory.

THE KEYS typing another name - D R E S N E R

A FACE, Mrs. Dresner, FACE, Mr. Dresner, FACE, Danka -

COGNAC SPILLING into a glass. The glass coming up to Schindler's mouth, hesitating there.

A NAME - A FACE - one of the original D.E.F. investors.

ANOTHER NAME - ANOTHER FACE - another of the Jewish investors.

STERN GLANCES UP with a look that asks Schindler if he's sure about this one. He is. The keys type S Z E R W I T Z -

TIGHT ON THE FACE of the investor who stole from Schindler, the one he threatened to have him killed by the SS, and the faces of his sons -

THREE OR FOUR PAGES of names next to the typewriter. Stern, trying to count them, estimates -

THE TRUNK OF SCHINDLER'S MERCEDES yawning open. He takes a small valise from it and heads for Goeth's villa.

THE KEYS typing R O S N E R -

TIGHT ON Henry Rosner, the violinist. TIGHT ON his brother Leo, the accordionist.

SCHINDLER WITH MADRITSCH again -

MOVING DOWN another page of names.

THE SOUND OF THE KEYS OVER the face of a boy, the "chicken thief." Over THE FACE OF THE MECHANIC who ruined Goeth's car. Over FACES we've never seen.

ACROSS FROM A NAME on Plaszow's books, the word SCHNEIDERIN (Subtitle: SEAMSTRESS). In the typewriter, opposite the same name, Stern types METALLARBEITERIN (Subtitle: METAL WORKER).

ANOTHER NAME on Plaszow's books and, opposite it, the word SCHUSTER (Subtitle: SHOEMAKER). Across from the same name in the typewriter, Stern types SCHWIESER (Subtitle: WELDER).

MADRITSCH turns away shaking his head 'no' to Schindler's appeal to him to make his own list, to get his workers out.

To the faint tapping of the typewriter keys across the room, Schindler runs his finger down several pages of names, counting to himself. Eventually, quietly -

Stern heard him and stops typing, glances over.

Stern resumes where he left off, but then hesitates. Glances over again. There's something he doesn't understand.

He trails off. It doesn't sound right. And Schindler doesn't answer. He's avoided telling Stern the details of the deal struck with Goeth, and balks telling him now.

Stern had no idea. And has no idea now what to say. He's astonished by what this man is doing. Schindler shrugs like it's no big deal, but Stern knows it is. Silence. Then -

Stern turns back, does as he's told. Schindler drinks. Nothing but the sound of the typewriter keys. And then nothing at all. The page is done. The rest will die.

Calmly nursing a cognac, Schindler watches Goeth leafing through the completed list of names. They number 1,076 - 780 men and 296 women - and fill ten legal-sized pages of white paper. On the last sheet, at the bottom, Goeth notices a blank line across from the number 1,077 and, tapping at it -

Helen kneels before the bed in her grave-like room and bows her head to pray for the deliverance she knows will never come.

Goeth's eyes come up from the list at Schindler's (off- screen) mention of the name he wants to add.

He imbues the two letters with such finality of tone that it seems pointless to argue. And Schindler doesn't. Instead, he produces from a pocket a deck of cards and sets it on the coffee table in front of him.

Goeth has to laugh. The proposal strikes him as ludicrous.

Goeth seems genuinely hurt that Schindler would think him capable of anything so fiendish.

Without any hint of sarcasm, Goeth shrugs, Right? Schindler just stares. Then, eventually, manages a nod. He reaches for the cards, gathers them in his hand, and is returning them to his pocket when -

THE CARDS PURRING in Goeth's hands. He's not about to risk being cheated out of the mercy killing by any sleight-of-hand abilities Schindler may possess - it's bad enough he's gambling with Helen's fate at all - and shuffles the cards himself. He does allow Schindler to cut the deck - he's not completely paranoid - takes it back and deals.

Schindler finds his face-down cards spotted with eight clubs and five diamonds. He scuffs them against the table, calling for a hit, and is skimmed another five. That's 18. Not bad. Particularly since atop Goeth's hole card, like an awkward puzzle piece, lies a five of spades.

Insanely, though, Schindler scrapes the table for a fourth card and Goeth flips him an ace of hearts. Schindler displays his cards - 19 altogether - and Goeth stares at them, then at Schindler, in disbelief.

Goeth keeps staring, unsettled by the absurdity of the move, worried, perhaps, that providence sits on Schindler's shoulder like an angel. He turns over his hole card then - a 3 - and lays it alongside his 5. He deals himself a 4 - that's 12 altogether now - and he can almost hear the explosion from the gun against the back of Helen's head.

He smiles confidently, thumbs at the top of the deck, and throws down a -

Helen's head lifts up to the muffled wail of pain issuing from somewhere above her ceiling -

A king of hearts stares up blankly from the table. Goeth's four cards total 22.

The letters - H I R S C H, H E L E N - as typewriter keys slam them opposite the number 1077 at the bottom of the tenth page of Schindler's List.

Schindler in front of a large assembly, party pin in his lapel, as usual, imposing SS guards on either side of him.

He looks out over his audience, the citizens of Brinnlitz, local government officials, many of them appearing bewildered by him or the "situation" that has arisen.

His estranged wife is there. So are the guys he was drinking with.

Everyone seems to breathe sighs of relief as if they've been waiting for him to say this, to dispel the disturbing rumors they've heard.

The noise begins, his audience's angry reaction. Raising the pitch of his own voice -

He barely gets it all out before the protests drown him out. The uproar reaches such a clamoring level there's no point in his continuing.

The tenth page of Schindler's List, the signature page, curls around the roller of a typewriter. Marcel Goldberg, Personnel Clerk, Executor of Lists, carefully aligns it and types his own name in a narrow space allowed by the bottom margin.

Stage show with political humor and songs. Club full of SS officers, the most important of them over at Schindler's table. He moves among them, like the great entertainer he is, making sure everyone has enough to eat and drink, paying for everything.

A train full of people destined for Auschwitz pulls away from the platform. As Goldberg gathers his paperwork, a prisoner approaches him.

He knows what the Idek means and Idek knows he knows. He means Schindler's List.

Idek knows that, too, and discreetly turns over to Goldberg a couple of diamonds from the lining of his coat.

At a folding table in the middle of a field Schindler signs checks and attaches them to Reich Main Office and Evacuation Board and Department of Economy forms.

Around him, the new camp is taking shape: Electric fences are going up, watchtowers, barracks; shipments of heavy equipment, huge Hilo machines, are being off-loaded from flatbed train cars; SS engineers stand around frowning at the lay of the land, some drainage problem no doubt.

Names on a little notepad, the first few crossed out.

Goldberg types the next name - IDEK SCHINDEL - onto a page of The List, squeezing it into the upper margin, and crosses it out on the pad.

He rolls the page down, types another name, tires of the exacting task, tears the handwritten page of names from the notepad, crumples it and throws it away.

Schindler, on his way back to his hotel after a night of drinking, is jumped by three men, wrestled to the ground and brutally kicked.

As the forms of his attackers move away, he catches a glimpse of one of them - his "friend" from the bar when he first arrived back in town.

Pfefferberg, his head under the hood of a German staff car, adjusting the carburetor. Goldberg comes in.

Pfefferberg glances up from his work and studies the blackmailing collaborator for a long moment.

Takes diamonds to stay on this list.

Pfefferberg suddenly attacks him with the wrench in his hand, beating him across the shoulders and head with it.

Goldberg goes down, tries to scramble away on his knees, the blows coming down hard on his back.

He makes it outside the garage and runs.

A cattle car is coupled to another, the pin dropped into place. On the platform, clerks at folding tables shuffle paper while others mill around with clipboards, calling out names.

Thousands of prisoners on the platform, some climbing onto strings of slatted cars on opposing tracks, some already in them, most standing in lines, changing lines, the end of one virtually indistinguishable from the beginning of another, saving their bribes for the most powerful figures here, the guards who close the gates.

Paperwork. Lists of names. Pens in hands checking them off. Some bound for Brinnlitz, the rest for Auschwitz, if they can be properly sorted from one another.

Six year old Olek Rosner is allowed to stay in line with his father Henry, but his mother is taken to another line composed of women and girls. This segregation is the only recognizable process going on; the others, if they exist, are apparent only to the clerks and guards, and maybe not even to them. It's chaos.

A train snakes across the dark landscape.

Stern, wedged into a corner of a crowded car. This train may be headed for Schindler's hometown but it's no more comfortable than the others on their way to Auschwitz- Birkenau. There are only male prisoners on board.

A small depot set down alongside tracks in the countryside.

The clicking of an incoming telegraph message stirs a napping trainman in an otherwise deserted depot. He glances at it perfunctorily, lumbers up and -

- wearily crosses the platform to a switching lever. Pulling at it, a section of rail separates from one trackline and joins up with another.

The rails begin to quiver. The trainman glances off to an approaching train in the distance, watches it come and thunder past, then switches the rails back to their original position.

The train pulls into the small quiet Brinnlitz station. The doors are opened and the prisoners begin climbing down. At the far end of the platform, flanked by several SS guards, stands Schindler. To his customary elegant attire he has added a careless accoutrement, a Tyrolean hat.

Graffiti scrawled on a wall in Czech reads (subtitle) "Keep the Jewish Criminals out of Brinnlitz."

Leading a procession of nine hundred male Jewish "criminals" through the center of town, Schindler ignores the angry taunts and denouncements and the occasional rock hurled by the good citizens of Brinnlitz lining the streets.

Under the towering Hilo machines, a meal of soup and bread awaits the workers. As they're sitting down to it, Schindler addresses them -

He sees Stern among the workers, almost allows a smile, turns and walks away.

The women's train clatters along tracks across bleak countryside.

In a corner of a crowded car, Pfefferberg's wife, Mila, peers out through the slats. The rhythmic pounding of the wheels over track is nearly deafening.

Silence. Tight on the switching lever. Then the tracks. They begin to vibrate.

The clicking of the telegraph receiving a message is disturbed by the flush of a toilet. The wire finishes and the trainman emerges from the WC. He crosses to his desk and picks up a newspaper, not even glancing up to -

- the women's train thunders past the switch that sends it veering off in a different direction than the men's train took.

As the train clatters past small farms, the women peer out with optimism through the slats at an idyllic image -

Kids ice skating on the frozen ground. Arcing in a figure 8, one of them, a boy no more than six, glances to the approaching train, then to another string of cattle cars, empty, coming from the other direction. To those in the full cars, he raises his hand up and across his neck making the gesture of a throat being slit.

The smiles on the women's faces fade in confusion as they look back at the figure of the smiling gesturing boy receding in the distance.

A fly lands on the forearm of a sleeping man in a cot. A sewing needle clutched in a small hand moves slowly through the air.

The fly climbs over the hair on the arm, and the needle comes down piercing it and the skin of the man - who doesn't move. He's dead, but the boy with the needle isn't - yet.

He carefully pulls his catch from the tip of his "spear" and puts it in his mouth. As he begins another hunting expedition, the barracks is revealed to be impossibly crowded - twelve men and boys on each of the four-tiered bunks lining the walls. Moving past them and out of the barracks reveals -

- row after row after row of barracks reaching to the birch trees beyond electrified fences, pillars of dark smoke rising from stacks into the sky, two sets of tracks running the length of the camp, and, slowly backing through the arched gatehouse, the train.

The women inside the cattle cars don't need a sign to tell them where they are, they've seen this place in nightmares.

The stunned women climb down from the railcars onto the concourse bisecting the already infamous camp. As they're marched across the muddy yard by guards carrying truncheons, Mila Pfefferberg stares at the place. It's so big, like a city, only one in which the inhabitants reside strictly temporarily. To Mila, under her breath -

So often terrified by the sight of a clerk with a clipboard, it is the absence of clerks which unsettles Rebecca now - as though there remains no further reason to record their names. Mila's eyes return to the constant smoke rising beyond the birch trees at the settlement's western end.

Schindler comes out of his office and, passing Stern's desk, mumbles -

Before Stern can react, Schindler is out the door.

As he strides across the factory courtyard toward his motorcycle, Schindler is intercepted by some Gestapo men who have just emerged from their car.

The looks on their faces tell him he's not going anywhere.

These men are serious.

Mila stares up at a dry shower nozzle, fearing the killing gas she expects to soon seep from the little holes. There's a line of Schindler women, stripped like her, standing inside a stone structure full of the ominous shower heads, waiting, staring.

A clang, like radiant heat rising, tells them a valve has been turned. The exposed plumbing coming out of the walls begins to shake as whatever is inside surges through, rattles across an elbow joint, through pipes branching off, jiggles the shower heads as it advances, reaches them and... icy water sprays out.

A young silver-haired doctor moves slowly along rows of Schindler's women, considering each with a pleasant smile even as he makes his selections, with tiny gestures, for the death chambers. He pauses in front Mrs. Dresner.

She could lie, and he'd have her killed for it. She could tell the truth, and he'd have her killed for that, too.

Mengele nods pensively, understandingly, it seems. Then -

He glances around hopelessly. One of the SS guards who accompanied the women from Plaszow speaks up -

Mengele nods again as if the information were valuable, as if it meant something to him. It doesn't.

He smiles to himself as he gestures Mrs. Dresner out of the line and into another. Continuing with the "examination," he lets Danka stay in line, shifts the next two women, leaves the next...

In a dank cell, in uniform, Amon Goeth waits. Schindler is on his way, hopefully. Maybe he's already here. Schindler will vouch for him. Schindler will straighten this out.

In a large room, Schindler sits before a panel of twelve sober Bureau V investigators and a judge of the SS court.

In Schindler's absence, the workers attempt to operate the unfamiliar machines, try to figure out the unfamiliar process of manufacturing artillery shells. There's movement, noise, the machines are running, but little is being produced.

Untersturmfuhrer Josef Liepold, the Commandant of Schindler's new subcamp, moves through the factory conducting an impromptu inspection. He points out to a guard a kid no more than nine, sorting casings at a work table, and another boy, ten or eleven, carrying a box.

Mila and Helen cross back toward their barracks carrying a large heavy pot of broth. Not more than a hundred meters away stand the birch trees and crematoria, the smoke pluming even now, at night.

Out of the darkness appear "apparitions," skeletal figures which surround the two woman, or rather the soup pot between them, dipping little metal cups into it, over and over.

Too startled to speak, Mila can only stare. The apparitions clamor around the pot a moment more, then furtively slip back into the same darkness from which they came. Mila and Helen exchange a glance. The pot is empty.

In his den, over cognac, Auschwitz Commandant Rudolf Hoss considers the documents Schindler has brought: the list, the travel papers, the Evacuation Board authorizations. Hoss nods at them, then at Schindler.

Schindler seems to think about the offer as he nurses his drink. It's "tempting."

The ones on the list in Hoss's hand. Silence. Then:

Why, because you get to know them? Because you begin to see them as human beings? Schindler suddenly has the awful feeling that the women are already dead. Hoss misinterprets the look.

A large assembly of women. Guards calling out names from a list, Schindler's List. As each woman and girl steps out of line, a guard unceremoniously brushes a swathe of red paint across her clothes. New columns are formed.

Schindler, standing at the end the platform stone-faced, watches the women whose names he is "stuck on," whose clothes are slashed with red paint, climbing onto the cattle cars.

As the cars fill, a train on another track arrives - the "fresh units" Schindler turned down. As gates of the women's cars begin to close, the gates of the arriving cattle cars are opened and the new people spill out, making the guards' job tougher trying to keep them all separated.

A horrified cry suddenly breaks through the noise of the engines. The daughter of one of Schindler's women is not being allowed to board the train. Another cry erupts, and another, as the children of other Schindlerjuden are prevented from climbing on.

Schindler becomes aware of what's happening and, wedging through the crowds, passes over the children from the arriving train, to try to corral these particular kids, these girls, who are now echoing their mothers' tortured cries.

As Schindler struggles to herd them together, Manci Rosner, locked into one of the cars, notices - and she can't believe it - her son, Olek - among the hundreds of arriving prisoners moving past the processing tables and into the camp.

On the other side of the electrified fence, six year old Olek Rosner turns to the desperate cry and sees, behind the slats of the cars, not just his mother, but others too, calling out to their sons and husbands filing into the camp.

Unaware of this new drama, occupied with his own, Schindler manages to gather the fifteen or twenty girls, his girls, some of them no more than seven years old, and, in the middle of the crowded platform, appeals to a guard -

He points across to the women's train. The last of the gates are being closed, and a guard is signalling to the engineer to pull out amid the cries of the mothers, some to their daughters who aren't on it, some, on the other side, to their sons and husbands in the camp. Pointing to the girls -

The guard glances from the frantic gentleman to the anxious brood around him. These are essential workers?

Schindler is nodding his head, trying to think. The train wheels are beginning to move. The women are shrieking their sons' names, their daughters' names, and the guard, who's heard it all, every excuse imaginable, is just turning away when Schindler thrusts his smallest finger at him.

The guard stares at him dumbly. This he hasn't heard. He signals to another guard who unlocks, as it's moving, the last car of the train and the girls are allowed to jump on.

As it pulls out, Manci Rosner stares at the figure of her small son and his father standing together at the wire. There, Henry is pulling his sleeve up, pointing to the bloody tattoo on his arm, and yelling to his wife on the departing train -

He quickly undoes his son's sleeve and the boy thrusts his own arm proudly into the air. Tight on the numbers etched in his skin.

Like a mirage in the distance they appear - the women, the girls, guards, Schindler - marching across a field toward the factory.

At the perimeter of the camp, at the wire, the men watch the approaching procession. It appears to them that the women are covered in blood - or - could it be paint?

Josef Bau spots Rebecca. Pfefferberg, his wife. Mr. Dresner sees his, and his daughter, Danka.

The machines are silent, the people aren't. Women are in their husbands' arms. Daughters in their fathers'. There's food on the tables but it's largely ignored.

Manci Rosner and the other women whose families have been confiscated, watch the reunions blankly.

Schindler stands before the assembled camp guards. They're seated at the long tables, their food getting cold, waiting for him to say whatever it is he has to say.

His eyes meet Liepold's, hold his icy stare, then return to the guards, most of whom look like tired middle-aged reservists.

As he steps away he gestures to some kitchen workers. They tear open cases of schnapps and begin setting the bottles out on the tables.

Schindler strolls through his factory looking over the shoulders of the workers, nodding his approval. The place is in full operation, finally; the people, having figured out the complicated Hilos, turning out shells by the caseload.

Schindler pauses at one of the machines.

Schindler nods. Then frowns. He leans down and taps at the crystal of one of the gauges.

Bau kneels down, takes a look. It looks right to him. Reaching over, Schindler changes the calibration of the machine with an cavalier adjustment to a knob - and all the gauge readings shift.

He wanders off and Bau stares after him. He's just screwed up settings that took weeks to get right.

A soot-blackened worker shoveling coal into the stokehole of one of the furnaces notices Schindler moving past.

Schindler glances back at the grime-covered man beckoning to him to come closer. The Direktor obliges, but not so close as to risk dirtying his suit.

Goldberg leans a little closer to gain confidentiality.

Schindler smiles faintly, and leaves Goldberg to toil at the furnaces for the rest of the war. He crosses the factory and comes up to another worker, Levartov, the hinge-maker, at a machine buffing shells.

Schindler nods, watches him work, eventually glances away.

Levartov, following Schindler's gaze, nods uncertainly.

Levartov just stares. It's been years since he's been allowed, indeed inclined, to perform Sabbath rites.

Schindler heads off. The rabbi stares after him. Schindler gestures back, offering casually -

Levartov looks around. Finally, he hangs up his goggles and follows after Schindler.

Under the shadow of a watchtower, among the roof-high tiers of bunks strung with laundry, Levartov recites Kiddush over a cup of wine to workers gathered around him.

On their bunks, the guards relax with schnapps, cards and magazines. One of them becomes distracted by a distant sound. Some of the others begin to hear it.

Conversations cease. The barracks gradually becomes quiet, silent, all the guards straining to hear. It sounds like... singing. It sounds like Yiddish singing.

On a watchtower, a night sentry, unsure where it's coming from, listens to the distant singing. It seems like it's emanating from the surrounding hills, from the trees.

At his small desk, Liepold is typing a letter, denouncing Schindler most likely. The pounding keys bury all other sounds but when he pauses to read what he's typed, he hears it, the singing, faint, far away. He goes to his window, peers out, listens for a moment more, then hears nothing. Only the night creatures.

The door to an apartment opens from the inside revealing Emilie Schindler. She coolly considers the visitor on her doorstep, her estranged husband, looking great as usual, bottle of wine in his hand, smiling as if nothing is wrong between them, as if nothing is wrong in the entire world.

The two of them at the kitchen table in a modest apartment, drinking, at least he is. He's trying to ask her something, but he's not sure how to put it, he wants to get it right. Finally the words just tumble out -

There, he's said it. But the bewildered look on Emilie's face wonders, That's what was hard for you to say?

She's the only woman he's ever known who could make him nervous just sitting across a table from him, saying nothing.

His voice trails off. A shrug adds, What do you think? She doesn't answer, but she does love him. He loves her, too. It really is a shame they're not right for each other and never will be.

Glancing up from a letter from the Armaments Board, Stern notices Schindler and Emilie coming through - another of Herr Director's mistresses the accountant assumes - and gets up from his desk to intercept them.

Like the doormen and waiters of Cracow, Stern too never imagined Schindler was married and has trouble hiding his astonishment now. Managing finally to extend a hand to her -

It sounds strange to Stern hearing Schindler actually say it; he's never said it before.

Stern's glance shifts to the desk outside Schindler's office where Ingrid sits brushing nail polish - but Schindler's slight shake of his head to him says, No, not there.

His glance to his wife finds hers on Ingrid across the room, whose look up senses immediately that this woman looking at her isn't another of Schindler's mistresses. She quickly caps the nail polish and feeds her typewriter with paper.

She considers him wearily. His shrug promises her he'll get rid of Ingrid is that's what she wants; doesn't want to, but he will. Eventually -

As her husband steps away, Emilie glances to Stern.

The look that passes between them admits each knows exactly what's going on here, what Ingrid is to Schindler, what Emilie is, the whole thing.

She moves off after Schindler, who glances back to find Stern gesturing at him to join him for a private conference.

He points past Ingrid to his office and follows after Stern to his desk to hear some disquieting news.

He hands Schindler a letter, but Schindler's attention is back across the room, lamenting the close proximity of his wife and mistress.

Schindler dismisses the problem with a cavalier shrug.

Well, sure. So would I. So would you. I wouldn't worry about it. We'll get it right one of these days.

But Stern is worried about it.

Stern slowly shakes his head, No.

Schindler nods soberly, in agreement it seems.

Stern's not sure he sees the logic. Whether the shells are manufactured here or elsewhere, they'll still eventually reach their intended destination, into the hearts and heads of Germany's enemies.

That's the main difference. The only one Schindler cares about. Silence. Then:

Schindler and Emilie, her arm in his, stand around like unwanted guests at the party. They probably are. Him anyway. The other guests include local politicians who fought and failed to keep his camp out of Brinnlitz. Whenever his glance meets one of theirs, they smile tightly.

It's not at all nice. He feels out of place, a feeling he's not accustomed to. Fortunately, a man in uniform, someone Schindler can relate to, approaches cheerfully, his hand outstretched.

It is nice. Big. The man lives well.

She nods. Schindler goes off in search of the bartender. Rasch watches after him.

She smiles wryly.

Rasch and Schindler sharing cognac in the privacy of the Police Chief's study. Beyond the closed doors, the party continues, the sounds filtering in.

Rasch calmly nurses his drink, his eyes revealing nothing of what's going on behind them, except that the statement requires some elaboration.

Rasch smiles faintly. Yes, he's familiar, as are officials throughout much of Europe, with the gratitude of Oskar Schindler.

Poldek Pfefferberg holds up a pistol, feels its weight, glances to Schindler standing at a window.

Pfefferberg stuffs the gun into his belt and kneels beside an open crate of weapons - revolvers, rifles, an old carbine. As he inspects them, Schindler looks out the window at guards in the towers and others patrolling the perimeter wire.

From high above the factory, Stern can be seen among the machines talking with a worker. The man points up and returns to his work.

Stern stares up, puzzled. He locates a ladder that connects the shop-floor to a series of overhead planks and, with trepidation, climbs.

He reaches a shaky landing high above the machines, navigates the primitive catwalks with great care, comes to a large water tank near the workshop ceiling.

Above the rim of the tank, amid rising steam, Schindler's head appears. Then disappears. Stern climbs a set of rungs on the tank, reaches the top and finds inside, lolling in the steaming water, Schindler and Ingrid.

Neither Schindler nor Ingrid seems the least bit embarrassed. Only Stern. He tries hard to pretend the woman isn't there, but he just can't.

Schindler floats over closer to him, waits for him to report whatever it is he has come to report, leans closer. Finally, quietly -

Schindler thinks long and hard...

Silence except for the gently lapping water. Half-joking -

Stern glances away, doesn't answer - which is an answer. And a slight, slight smile, a gambler's philosophical smile upon being purged of his wealth, appears on Schindler's face.

In the distance, a lone boxcar, stark against the winter landscape. There are patches of snow on the ground. A cold wind blows through bare trees.

Tight on Poldek Pfefferberg's eyes behind a welder's mask. He turns from his work to the voice, welding torch in his hand.

The torch firing at ice as hard as metal, blue flame, white steam. Pfefferberg's eyes behind the mask again, concentrating.

Around the abandoned boxcar, in the gruesome cold, stand Schindler, Emilie, a doctor, some workers and some SS guards, watching, waiting.

Pfefferberg steps back. Sledge hammers pound at locks. Hands pull at levers. The doors begin to slide.

Out of darkness, from inside the boxcar as the doors slide open, Schindler's face is revealed, tight. He stares for an interminable moment before walking slowly away.

Inside the boxcar is a tangle of limbs, a pyramid of corpses, frozen white.

From a distance, a tableau: the boxcar, the workers and guards and Emilie outside it, Schindler, off to himself several steps away, all of them still as statues.

Beyond a country church, among the stone markers of a small cemetery, walk Schindler and a priest.

It's been suggested I cremate them in my furnaces. As a Catholic I will not. As a human being I will not.

The priest nods; he seems relatively empathic and offers an alternative -

The priest knows that. But he also knows that the provisions of Canon Law regarding who can and cannot be buried in consecrated ground are narrow.

In a corner of the factory, workers hammer at pine lumber. They are building coffins.

As workers harness horses to carts, others hoist the coffins into them. Schindler is there, watching. He glances up at one of the guard towers, expecting, perhaps, to be felled by a bullet.

Beyond the wire, Rabbi Levartov leads the horse-drawn carts. Around him walk a minyan - a quorum of ten males necessary for the rite. A few guards lag behind.

Work continues, but it's apparent in their eyes they are only physically here; in spirit they are all walking alongside the carts, one great moral force.

The roar of a machine suddenly, inexplicably, dies. Then another. And another. Schindler, standing at the main power panel, pulls the last of the switches, and the factory plunges into absolute silence...

out of which faint sounds from the outside gradually emerge, sounds that, for years now, have been smothered by the noisy machinery of industry and war - the sounds of nature, which CONTINUE OVER:

Just beyond the perimeter of the Catholic cemetery, the minyan quietly recites Kaddish over the dead as their coffins are lowered into individual graves.

Then, there is only a low breathing of wind...

Amon Goeth, in civilian clothes, emerges from a car. His eyes, sallow from inadequate sleep, sweep across the fortified compound with envy. It's a nice place Oskar's got here.

Stern, at a window, stares down at Goeth beside the car. Softly, gravely -

Schindler appears beside Stern, glances down. He's lost weight, Goeth. The old suit he wears seems too big for him. Alone down there he seems disoriented.

Rebecca Bau, and others, glance up from their work to an apparition from the pit of their foulest dreams - Amon Goeth crossing through the factory.

Schindler's arm drapes around the killer's shoulder as if he were a long lost brother. Leading him across the shop-floor he proudly points out the huge thundering Hilo machines.

Schindler takes an old suitcase from his office closet and sets it on a coffee table. He snaps it open revealing Goeth's uniforms and medals in mothballs. The ex-Oberstrumfuhrer reaches in and touches the fabric and ribbons reverently, then glances up to his friend who has kept them safe.

Every one of them betrayed me. Hujar, Toffel, Leo John, Scherner - they all ratted on me to save their own necks. Every one of them. Except you.

As Schindler pours them each a drink, Goeth picks up one of the medals and turns it over in his hand. His nails haven't been manicured for a long time.

The one he's wearing. He pulls at a frayed lapel with disdain. Schindler hands him a cognac and -

A small measure of pride creeps back into Goeth's eyes. They do still fear him, don't they.

Beyond the frosted glass of Schindler's office door, Stern can see the wavering forms of the two Nazi Party members sharing cognac.

The bottle in Schindler's hand tips over Goeth's glass, refilling it.

Goeth tries to shake his head "no" while meaning "yes," but when Schindler doesn't rise to the bait, he has to wonder if he did it wrong.

Schindler is caught completely unprepared. He stares at Goeth, then glances away, his mind racing.

Goeth stares at the back of Schindler's head, parazlyzed by the news. After a long moment, he manages a breath.

Schindler turns back with a look that wishes he had told his friend as soon as he saw him.

Drunk and depressed, Goeth comes through the factory again carrying the suitcase. Schindler's at his side, steering him to some degree.

Goeth's hand comes up to his cheek as if to brush away a bothersome fly. But it isn't a fly. One of the workers has spit on him. He turns in disbelief.

Silence as his hand drops to his side, to the holster he forgets isn't there. He glances around for SS guards - who aren't there - and looks to Schindler thoroughly confused.

Goeth stares at him bewildered. Then again at the worker who spit. Then at other workers, the resolve in their eyes. They know he has no power here, and sense he has no power anywhere.

Is this a dream? Goeth's own eyes drift to a woman at one of the machines, her face turned partly away from him. She dares a look over her shoulder and he sees that it's Helen.

He stares, first at her, then at Schindler, knowing suddenly that he's the betrayer... but also that there's absolutely nothing he can do about it.

He'll see Goeth out; that's the extent of what he'll do for him. He steps toward the door and the workers watch as Goeth, impotent, follows.

A guard slowly turns the dial of a radio, finding and losing in static several different voices in several languages, none of them lasting more than a moment.

Depression hangs over the barracks. Most of the guards are straining to hear the news they've been fearing for some time now, some on their bunks just staring, one at a window peering out at the black face of a forest as if expecting, at any moment, to see Russian or American troops appear.

Another radio. Workers, like the guards, straining to hear. The dial finds, faint, mired in static, the idiosyncratic voice of Winston Churchill.

Schindler on Liepold's doorstep. The two men considering each other across the threshold. Radio static filters out from Liepold's room. The word "Eisenhower" cuts through before the speaker's voice is buried again.

He turns and walks away.

All twelve hundred workers and all the guards are gathered for the first time on the factory floor. Tension and uncertainty surround them. It's ominously quiet. Then -

It is not his intention to elicit celebration. Indeed, his words, echoing and fading in the cavernous factory, echo the doubts they all feel.

Not by Untersturmfuhrer Liepold. He stands with his men, dying to lift his rifle and fire.

He's looking at the guards, thanking them, which thoroughly confuses the workers. Just when they thought they knew where his sentiments lay, he's thanking guards.

Or is he attempting to adjust reality, to destroy the SS as combatants, to alter the self-image of both the guards and the prisoners? Moving across the SS men's faces, they remain inscrutable. Schindler turns his attention back to the workers, and, not at all like a confession, but rather like simple statements of fact:

That worries the workers. Whenever he leaves, something terrible always seems to happen.

In the quiet, in the silence, drifting slowly across the faces of the workers - the elderly, the lame, teenagers, wives beside husbands, children beside their parents, families together - it becomes clear, if it wasn't before, that both as a prison and a manufacturing enterprise, the Brinnlitz camp has been one long sustained confidence game.

Schindler has never stood still so long in his life. He does now, though, framed by his giant Hilo machines, silent at the close of the noisiest of wars, his head bowed, mourning the many dead.

When he finally does look up he sees that he is the last to do so. The faces, few of which he recognizes, are all looking at him. He turns to speak to the guards along the wall again.

Apprehension spreads across the factory like a wave. Pfefferberg tightens his grip on the pistol under his coat. His ragtag irregulars do the same, the rest of their ersatz "arsenal" concealed behind a machine. To the guards:

The guards hold their weapons, as they have from the moment they arrived here tonight, at attention, waiting it seems, to be given the official order from their Commander, Liepold, who appears ready to give it.

Long, long silence. Finally, one of the guards slowly lowers his rifle, breaks ranks and walks away. Then another. And another. And another. Another.

When the last is gone, the workers consider Liepold. He appears more an oddity than a threat. He is more an oddity than a threat. And he knows it. He turns and leaves.

A watchtower. Abandoned. The perimeter wire. No sentries. The guard barracks. Deserted. The SS is long gone.

Strange tools fashioned from sewing needles and screwdriver handles on a workbench. The most medieval of them is selected, probes the recesses of a man's open mouth, pries at a gold filling in a molar.

A suitcase yawning open. Two silk shirts set onto clothes already in it. Schindler moves across to a dresser and gathers socks from a drawer.

The flame of a welding torch fires at extracted fillings, melting them down. Pliers drop another into the small pool of gold.

Hand raking toiletries into a small leather bag. Schindler carries it into the other room, place it into one of the two suitcases on the bed and snaps the latches.

Wulken the jeweler works quickly to form the melted gold into a band. It's crude but it'll have to do; there's not a lot of time. With a makeshift engraving tool he begins etching a brief inscription along the inner curve.

Schindler and Emilie emerge from his quarters, each carrying a suitcase. In the dark, some distance away from the Mercedes, stand all eleven hundred workers. As the Schindlers cross the courtyard to the car, Stern and Levartov approach, the rabbi with some papers.

Schindler sees a list of signatures beginning below the typewritten text and continuing for several pages. He pockets it, this new list of names.

Stern glances away to the assembled workers who are parting for Pfefferberg, Wulken and a couple of others coming through. They reach the group by the car and Wulken hands Stern, who hands Schindler, the finished ring.

Schindler sees that it's a gold band, like a wedding ring. He notices the inscription and glances up to Stern.

Schindler slips the ring onto a finger, admires it a moment, glances to Stern and Wulken and Pfefferberg nodding his thanks, then seems to withdraw.

Stern isn't sure he heard right. Schindler steps away from him, from his wife, from the car, from the workers.

He can't.

Schindler starts to lose it, the tears coming. Stern, too. The look on Schindler's face as his eyes sweep across the faces of the workers is one of apology, begging them to forgive him for not doing more.

He rips the elaborate Hakenkreus, the swastika, from his lapel and holds it out to Stern pathetically.

He completely breaks down, weeping convulsively, the emotion he's been holding in for years spilling out, the guilt consuming him.

From above, from a watchtower, Stern can be seen down below, trying to comfort Schindler. Eventually, they separate, and Schindler and Emilie climb into the Mercedes.

As the car slowly pulls out through the gates of the camp and onto the road, Stern climbs to a vantage point to watch. After several moments, the taillights are swallowed by the night.

A Panzer emerges from the treeline well beyond the wire of the camp and just sits there growling like a beast. Suddenly it fires a shell at nothing in particular, at the night - an exhibition of random spite - then turns around and rolls back into the forest.

From a watchtower, a couple of workers, having witnessed the tank's display of impotent might, can make little sense of it. Below, many of the workers mill around the yard, waiting to be liberated. No one seems to know what else to do.

Some Czech partisans emerge from the forest. They come down the hill and casually approach the camp. Reaching the wire, they're met by Pfefferberg and some other workers, rifles slung over their shoulders. Through the fence -

The partisan shrugs, Suit yourself, and wanders back toward the trees with his friends.

Five headlights appear out of the night, five motorcycles marked with the SS Death's-head insignia. They turn onto the road leading to the camp gate and park, the riders shutting off the engines.

Shapes materialize out of the darkness within the camp. Several armed and dangerous Jews.

As the cyclists fill their tanks with gasoline borrowed from the camp, the workers keep their rifles pointed at them. The NCO in charge lines the gas cans neatly back up against the wire.

He climbs onto his motorcycle. The others climb onto theirs. And drive away.

A lone Russian officer on horseback, tattered coat, rope for reins, emerges from the forest. As he draws nearer, it becomes apparent to the workers assembling on the camp yard, that the horse is a mere pony, the Russian's feet in stirrups nearly touching the ground beneath the animal's skinny abdomen.

He reaches the camp, climbs easily down from the horse and, in a loud voice, addresses the hundreds of workers standing at the fence:

This is it? This one man? The workers wait for him to say more. He waits for them to move, to leave, to go home. Finally -

A few of the workers come out from behind the fence to talk with him.

The Russian has to think. Eventually he shrugs, 'no,' not that he saw, and climbs back onto his pony to leave.

He shrugs and gives his little horse a kick in the ribs.

The Russian looks confused, glances off. The quiet hamlet of Brinnlitz sits there against the mountains not half a mile away.

Of course it is. But the idea that they could simply walk over there is completely foreign to them. The Russian rides away.

All eleven hundred of them, a great moving crowd coming forward, crosses the land laying between the camp, behind them, and the town, in front of them.

Tight on the FACE of one of the MEN.

Tight on TYPEWRITER KEYS rapping his NAME.

Tight on A PEN scratching out the words, "METAL POLISHER" on a form.

Tight on the KEYS typing, "TEACHER."

Tight on his FACE in the crowd.

Tight on the face of a woman in the moving crowd. The keys typing her name. The pen scratching out "LATHE OPERATOR" The keys typing "PHYSICIAN." Tight on her face.

Tight on a man's face. His name. Pen scratching out "ELECTRICIAN." Keys typing "MUSICIAN." His face.

A woman's face. Name. Pen scratching out "MACHINIST." Keys typing "MERCHANT." Face.

"CARPENTER." Face. "SECRETARY." Face. "DRAFTSMAN." Face. "PAINTER." Face. "JOURNALIST." Face. "NURSE." Face. "JUDGE." Face. Face. Face. Face.

A street of apartment buildings in a working class neighborhood of the city.

From somewhere, like a memory, echo the distant, plaintive strains of "Gloomy Sunday."

A 78 of the melancholy Hungarian love song turns beneath the needle of a cheap hi-fi.

The door to the modest apartment opens and Oskar Schindler is revealed inside. The elegant clothes are gone but the familiar smile remains.

It's Poldek Pfefferberg out in the hall.

Things don't look so great. Schindler isn't penniless, but he's not far from it, living alone in the one room behind him.

Pfefferberg waits out in the hall as Schindler disappears inside for a minute. The legend below appears:

AMON GOETH WAS ARRESTED AGAIN, WHILE A PATIENT IN A SANITARIUM AT BAD TOLZ. GIVING THE NATIONAL SOCIALIST SALUTE, HE WAS HANGED IN CRACOW FOR CRIMES AGAINST HUMANITY.

Schindler reappears wearing a coat, steps out into the hall, forgets something, turns around and goes back in.

He comes back out with a nice bottle of wine in his hand. He remembered that but forgot to turn the hi-fi off and "Gloomy Sunday" keeps playing as he and Pfefferberg disappear down the stairs together -

Their voices fade. Against the empty hallway appears a faint trace of the image of the factory workers, through the wire, walking away from the Brinnlitz camp. And the legends:

THERE ARE FEWER THAN FIVE THOUSAND JEWS LEFT ALIVE IN POLAND TODAY. THERE ARE MORE THAN SIX THOUSAND DESCENDANTS OF THE SCHINDLER JEWS.

UNDER END CREDITS:

Moving slowly over the road of fractured gravestones winding through Plaszow. Tuffs of grass and weeds between the spaces.

A pick pries at one of the stones, and - Thousands of mismatched fragments of unearthed stones on the ground like pieces of a jigsaw puzzle.

A workman's hands place two together that fit, and - A wall under construction, a memorial made entirely of the recovered gravestones. Moving across them, two letters of a name are all that remain of one, four letters of another, then a full name, then half a name, three letters of another, two, and finally, only a Jewish star.