"SCHINDLER'S LIST" (1993)

SCHINDLER'S LIST

Screenplay

by

StevenZaillian

Based on the novel

by

ThomasKeneally

USE FOR EDUCATIONAL PURPOSES ONLY

IN BLACK AND WHITE:

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

A three year old girl holding the handof woman watches a clerk register hername 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 climbsup after them.

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

TRAIN WHEELS grinding against track, slowing.

FOLDING TABLE LEGSscissoring open. The lever of a train door being pulled.

NAMES ON LISTS onclipboards held by an ARMY OF CLERKS moving alongside the tracks.

HUNDREDS OF BEWILDERED RURAL FACES coming down off the train. FORMS being set outon the folding tables. HANDS straightening pensand 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 fromone 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 downstamping a gray stripe across a registration card,there is absolute silence... then MUSIC, the Hungarian lovesong, "Gloomy Sunday," distant, like an echo... and the stripe bleeds into color, into BRIGHT YELLOW INK.

The song plays froma radio on a rust-stained sink.

The light in the room is dismal, the furniture cheap. The curtains are fadedand the wallpaper's peeling, but the clothes laid out across the single bed are beautiful.

The hands of a manlay a tie against a shirt on the bed, then try it against another. Arm sliding through the sleeve of the first shirt, buttoning it. Pullingcufflinks 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 anelaborate gold-on-black enamel Hakenkreuz, or swastika, whichgets pinned to the lapel of the elegant dinner jacket.

Oskar Schindler stepsback 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 fromthe radio segues to another, simpler version, without vocals, and -

A spotlight slicingacross 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 hisfingers, gestures, "one." He's shown to a table, a decent one,where another 50-Zloty note slipped from his billfold luresthree waiters to him like fish to bait.

As the waiter whomade it there first steps away with the order, Schindler calmly surveys the room, the faces, stripping away allthat's unimportant to him, settling only on details that are:

The rank of this man, the higher rank of that one... a conspicuously emptytable, the best in the place by the stage, with a little"reserved" card on it... money, a payoff of some kind as it'sslipped into a hand that disappears into the pocket of an SSuniform.

A WAITER SETS DOWNDRINKS

in front of the SSofficer 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 indicatesa table across the room where Schindler, seemingly unawareof the SS men, flirts with a girl with a big camera.

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

Czurda watches hissergeant 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, butthe his man doesn't come back; he's forgotten, apparently, he went there for a reason. Eventually, and itirritates him, Czurda has to get up and go over there. To hisgirlfriend -

His girlfriend watches him cross toward Schindler's table. Before he even arrives, Schindler is up and berating him for leaving his date wayover there across the room, wavinqat the girl to come join them, motioning to waiters to slide some tables together.

WAITERS ARRIVE WITHPLATES OF CAVIAR

and another roundof 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 moneyis 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 oncattle cars, and looks to Schindler, but his attention is ona table across the room where three more high-ranking SS men,without dates, watch the girls who have replaced the Rosnerbrothers on stage. The instant Schindler's billfoldcomes back out a waiter appears out of nowhere.

THE THREE GIRLS

from the stage showchanging out of their costumes. One answers a knock onthe dressing room door and the waiter is revealed with an armful of flowers.

FROM THE STAGE WINGS

the waiter pointsout Schindler, across the club, shaking the hands of the dateless SS men. There -

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

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

He gestures to thethree SS officers at the table.

A TABLECLOTH BILLOWS

as a waiter lays itdown on another table that's been added to Schindler's growing encampment. Seating the girls on either side of theSS officers, he motions to a waiter to refill the men's drinks and moves among his many other guests.

Schindler laughs along with the others politely while supervising the placement of more arriving food. That interests him muchmore 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 andhis date are led across the club to the reserved table bythe stage, great deference is afforded him by waiters, the maitre 'd and the businessmen in the club.

A ROAR OF LAUGHTER

erupts from Schindler's party in the corner. His guests have increased to ten ortwelve and they're convulsing with laughter as he movesamong them pouring from two bottles of cognac.

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, atthe 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 thehell Schindler was.

THE GIRL WITH THEBIG CAMERA

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

All the importantpeople, 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 lastof many, and raise them for a toast.

As they all clinktheir glasses, Schindler nods to the girl with the camera. Thebulb flashes and the noise of the club suddenly drops outas the moment is caught forever - Oskar Schindler, surrounded by his many new friends, smiling urbanely.

From a loud speakermounted on a truck negotiating a narrow street issues a voice alerting theUntermensch (the subhumans) of Cracowto the latest of many restrictive edicts, this one forbidding the kosher preparation of meats.

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

A poster on a walldepicting a virginal Polish girl handing food to a hook-nosedJew 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 thesmaller circumference, and therefore lesser intelligence,of the Judaic brain.

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

A young man emergesfrom an alley pulling off his Jewish armband. Crossingthe Centrum past German soldiers and trucks, he pocketsit, pulls a small crucifix on a chain out from under the collar of his silk shirt and approaches a high- spired and ornatecathedral.

The ubiquitous loudspeaker on the truck rumbling past announces anotheredict, this one reducing Jewish Poles' rations to half thatof non-Jewish Poles'.

A dark and cavernousplace. A priest at the altar performing Mass to scatteredparishioners.

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

Pfefferberg slidesinto a pew beside two other young man - Goldberg and Chilowicz - going over figures and notes scribbled on theirlittle pads. He pulls a cracked container of shoe polish fromhis pocket and waits for Chilowicz to look at it.

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

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

In a quick motion Pfefferbergcuts Chilowicz's hand with a jagged edge of theglass, drawing a thin line of blood. It startles Chilowiczmore than it hurts him and he stares at the "weapon," thenat his associate holding it, and finally makes a notation inhis little pad.

There's a creak ofwood 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 themknow the wise thing would be to get up now and leave.

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

Goldberg "prays,"and tries to discourage Pfefferbergfrom pursuing this transaction any further with a just a look. Pfefferberg ignoresit.

Goldberg and Chilowicz have had enough. They get up, cross themselves, and moveout of the pew. Pfefferberg and Schindler watch themgo before -

Schindler takes outhis money and begins peeling off bills, waiting for Pfefferbergto nod when it's enough. He's being overcharged, and heknows it, but Pfefferberg keeps pushing it, More. The lookSchindler gives him lets him know that he's trying to hustle a hustler, but that, in this instance at least, he'll letit go. He hands over the money and Pfefferberg handsover a notepad -

As Schindler writesdown the information, Pfefferbergcatches Chilowicz's glancefrom a doorway on his way out. Coward, Pfefferberg's lookback 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 therural depot, perched on a couch with a small suitcase onher lap.

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

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

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

Danka glances overat the others, frowning at the fictional geneology the littlegirl 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. Thetoy is a lumberjack and wolf with axes in their hands, andwhen Idek manipulates it, the blades come down on the log between the figures, just missing each other, over and over... andGenia buries a smile.

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

Moving across thefaces 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 crowdedbeyond 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 thecorner, and those on this sidewalk, downshifts and rollsto a stop.

Schindler climbs down, strolls past the peoplefunnellingin through the doorway-

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

A bespectacled manat a desk in the corner glances up at the mention of his name.He has the face and manner of a Talmudic scholar, and triesnot to look too long at the German being given elbow room bythe Jew at the head of the line.

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

Schindler approachesthe desk, dragging a chair over on the way. He sits downin it and offers a hand, which Stern stares at confused for amoment. He tentatively reaches for it and finds his own grasped firmly. The hands part and Schindler buries his into apocket. The hand reappears with flask in it and he pours a shotof cognac in the cap.

Stern stares at thecognac 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 outthe 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 cigaretteand sets it between his lips.

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

He spits out a speckof tobacco and waits for a reaction. It doesn't come; Sternis 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 fora moment to imagine what they could possibly be. He can't, even though there are people all around desperate inthe face of the latest rash of edicts.

Stern smiles despitehimself. The man's manner is so simple, so in contrast tohis own and the complexities of being a Jew in occupied Cracowin 1939.

He laughs again. Butthen, just as abruptly, he's dead serious. Stern stares nonplussed.

Stern takes a longastonished look at him, sitting there taking another sipof his cognac, placid as a large dog.

He shrugs; it soundsmore than fair to him. In fact, so taken with the spirit ofhis 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 nooffense; he reads it as an honest question deserving of an honest answer -

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

In absolute silence,a suitcase thrown from a second story window arcs throughthe 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 Vistulabridge as loud speakers mounted on trucks blare Edict #44/91-

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

The Nussbaums emergefrom 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 linethe sidewalks like spectators on a parade route. Somewave. Some take it more soberly, as if sensing they may benext.

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

The little foldingtables have been dragged out and set up again, and at themsit the clerks, making lists, stamping cards and assigninghousing vouchers. The Dresners can be glimpsed, and Rosnerbrothers and their families.

Chilowicz, of allpeople, has somehow managed to elevate himself to a stationof some authority. Armed with something more frightening than a gun - a clipboard - he moves through the crowds aidingthe Gestapo.

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

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

Pfefferberg leadshis wife past Chilowicz and into the ghetto.

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

A real estate agentmeets 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 theNussbaums and their maid a one- room apartment already occupied by a family of six.

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

- clothes boilingin 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 Nussbaumsstaring in dismay from the doorway -

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

Nestled among theirfew possessions in a corner of the dingy room, the Nussbaumsstare at the other family, who are staring at them. Ina whisper -

Very slowly, he turnshis head to her in disbelief.

He's answered notby her, but by the scuffle of shoes of another family, Orthodox Jews, dragging their things in from the hall and staringat the Nussbaums in dismay.

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

The singing filtersin through the thin walls to the next apartment. In thisone, looking like they can't bear much more of it, sit somenon-Orthodox businessmen, Stern and Schindler.

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

Schindler lights acigarette and waits for an answer. Which doesn't come. Whichirritates him.

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

The investors studyhim. This is not a manageable German. Whether he's honestor not is impossible to say. Their glances to Stern don't help them; he doesn't know either. Eventually, one ofthe men nods, He's in. Then another. And another.

A power button ispushed, starting the motor of a metal press. The machinecoughs to life, and -

Schindler, at a wallof windows, peers down at the lone technician makingadjustments to the machine. Row after row of presses, lathesand furnaces, all in bad shape, sit on the floor that's awashin debris.

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

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

Another machine starting up, growling louder, louder -

To an identity cardwith a photograph, a German clerk attaches a blue sticker, the holyBlauschein - proof that the carrier is an essential worker. At other folding tables other clerks pass summaryjudgment on hundreds of ghetto dwellers standing in long lines.

The man tries to hand over documentation supporting the claim along with his Kennkarteto 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 thehead 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 theman's work card.

The world's gone mad.

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

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

EXT/INT. CRACOW GARAGE - DAY

A garage door slidesopen revealing a gleaming black Adler limousine. Schindlersteps past Pfefferberg and, moving around the car, carefully touches its smooth lines.

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

A sign painter brushes the words, "HerrDirektor," discreetly proportioned, on thefrosted 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 youngwoman seated before him.

THE KEYS OF A TYPEWRITER slapping at paper. As Schindler slowly circles around her, the first girlJUMPCUTS 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, onthe eighteenth girl, the office is completely paintedand Schindler is back at his desk, awash with resumes.

Schindler glancesup 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 settingit into place: "D.E.F."

Down below, Schindler, withall eighteen of the young good- looking women - hisnew 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 manyparty guests, making sure each of the SS men has enough toeat and drink.

Another machine starting up. Another. Another.

Stern pulls Mrs. Dresnerand her daughter Danka from a line of people climbingaboard a military truck.

A clerk affixes theall-important blue sticker to thewomens' work cards.

A furnace igniteswith a whoosh. The needle on a gauge climbs. A technicianpoints out to the Dresners and others recruited off thestreet 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, theinvestors around a table are revealed.

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

The woman gives herhusband the money from the kitchen and he in turn gives it tothe German entrepreneur.

Schindler pulls thedecks of money from his pockets and sets them on a table. Ashe scribbles a list of luxury goods on his note pad, Pfefferbergcalculates his commission and hands it mechanically overhis shoulder to his wife who retreats into the kitchen andhides it.

A ferret of a manunder 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 rowboat.

A doctor unlocks aglass 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, wedgesit under a buried length of timber, and, with Pfefferberg'shelp, 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 thehundred or so workers on the factory floor, Schindler dictates a letter to one of his secretaries:

The elaborate giftbaskets are wheeled past the workers struggling to masterthe mechanics of enamelware production, and failing.

As UnterscharfuhrerHerman Toffel considers the wondrous contents of the giftbasket on his desk, his secretary reads from the note thataccompanied it -

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

As Oberfuhrer Schernerlifts 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'ssubmitted bids.

Czurda initials thebids.

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

Workers slide rawsheets 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 enameland carry them on long sticks to and into furnaces -

Mess kits alreadybaked and dried are wheeled to the packing area, boxed and sealed and marked and carted outside to the loading dock and putinto trucks -

As the trucks rollout, 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 - thebig gold party pin stuck into the lapel of his fur-collaredtop coat as he moves through the place, his place, his factory -

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

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 crosseshis office to the wall of windows, his favorite place inthe 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 drinkin Stern's hand, moves behind his desk and sits.

He dismisses themwith a shrug.

He raises his glassin 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 athim, bewildered by the hollowness of his tone. In fact, everything about Stern puzzles him.

Stern gets up andleaves.

Klonowska, wearinga man's silk robe, traipses past the remains of a partyto the front door. Opening it reveals a nice looking, nicelydressed woman with a suitcase.

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

Schindler sets a cupof coffee down in front of his wife. Behind him, througha doorway, Klonowska can be seen hurriedly gatheringher things.

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

His face is completeinnocence. It's the first thing she fell in love with; andperhaps the thing that keeps her from killing him now. Klonowska emerges from the bedroom thoroughly self-conscious.

She shakes Emilie'slimp hand. Schindler sees her to the door, lets her outand returns to the table, smiling to himself. Emilie'sglancing around at the place.

He nods; he's proudof it. He studies her.

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

The doorman shootsa glance to Schindler that asks, clearly, Really? Schindleropens the passenger door of the Mercedes for his wife, andthe doorman helps her in.

A nice place. "NoJews or Dogs Allowed." The maitre 'd welcomes the couplewarmly, shakes Schindler's hand. Nodding to his date -

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

No fewer than fourwaiters attend them - refilling a glass, sliding pastries onto china, lighting Schindler's cigarette, raking crumbs fromthe table with little combs.

She doesn't know,but she does know him. And all these signs of apparent successjust don't fit his profile. Schindler lets her in on a discovery -

He waits for her toguess what the thing is. His look says, It's so simple, howcan you not know?

"Gloomy Sunday" froma 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 ashis eyes roam the room and find and meet the eyes of a Germangirl dancing with another man.

Schindler and Emilielounging 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 outat the lights of the city. They look like jewels.

He promises her nothing.

Emilie waves goodbyeto him from a first-class compartment window. Down on theplatform, he waves goodbye to her. As the train pulls away,he turns away, and -

- the platform ofthe next track is revealed, where soldiers and clerks are supervising the boarding of hundreds of Jews onto another train.

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

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

On the surface, Schindler remains calm; underneath, he's livid. Clearly it'snot "okay" with him.

Stern and Schindlerexchange a glance. Then -

The foreman nods.

Schindler and twothugs bang in through the front door, startling a womanat a desk. They move past her without a word and into theback 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 onewho questioned the German's word. The man's teenage sonsrush to their father's defense, but one of the thugs grabs himand 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 walksaway. 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 isalready gone, coming through the front office and out thefront door.

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

An elegant place setting for one. Meat and vegetables and a glass of wine, alluntouched. 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 andstarts to eat. Stern knows he is excused, but looks like hewants to say something more.

Schindler gives hisaccountant a long-suffering look.

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

An old man with onearm 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 hespeaks, only half his mouth moves; the other half is paralyzed.

Schindler shakes theman'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 outthe door. Schindler sits down to his meal. And tries to eat it.

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

Stern knows what hemeans. And Schindler knows he knows.

The driver closesthe door.

Snow on the groundand more coming down. A hundred of Schindler's workersmarching past the ghetto gate, as is the custom, under armedguard. Turning onto Zablocie Street, they're halted byan SS unit standing around some trucks.

Shovels scraping atsnow; the D.E.F. workers clearing it from the street. A dialogbetween 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, theSS contact of Schindler's he actually likes, sits behindhis desk.

No.

Schindler knows it'snot 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 "OldTannenbaum," 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-footeras his driver hacks at its trunk. The MUSIC continues over:

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

Amid more Christmasdecorations, Schindler's many secretaries open presents fromhim. Klonowska's at her desk, her eyes closed tight.

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

Oskar Schindler?

Schindler, Stern, Klonowskaand the others turn to the voice. Two Gestapo men haveentered unannounced.

Schindler stares atthem in disbelief. Stern quietly slips one of the ledgerson his desk into a drawer.

He doesn't wait fortheir approval. He scribbles down some names - Toffel, Czurda, Reeder,Scherner. Underlining Scherner, he glancesto Klonowska. She understands.

Schindler loungesin the back seat, watching PomorskaStreet and SS Headquarterscoming into view.

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

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

Schindler lights thecigarette 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 arrestedhim lead Schindler down a long hallway. They reach a door,have him step inside and close the door after him.

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

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

He hands the youngguard five times the going price.

The guard turns toleave.

He peels off severalmore bills and hands them over.

Perched on the sideof 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 onthe 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 doorsof the building are the bureaucrat and the arresting officers. Reaching them -

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

An awkward silenceas the others look to the clerk. Eventually, to thearresting officer -

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

There are no lessthan forty able-bodied Jewish laborers working on the docks, any one of which would be better suited to the task. The SSman calls to one of them.

The guy just stares.Finally he heads off with the ledgers. The poodle boundsout past him and over to Schindler. He gives the dog a paton the head.

Elegantly dressedfor 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 gesturingto him, beckoning him.

Schindler excuseshimself. Klonowska watches as he joins the man in the alcove.Their whispered conversation is over quickly and Pfefferberghurries off.

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

Guards mill. Handcarts piled with luggage trundle by. People hand up children toothers 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 hisMercedes, Schindler stares. He's heard of this, but actuallyseeing the juxtaposition - humans and cattle cars - thisis something else.

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

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

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

Schindler pulls outa small notepad and drops his voice to a hard murmur, the growl of a reasonable man who isn't ready - yet - to bring outhis heavy guns:

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

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

The sergeant takesout a pad. Now all three of them have lists. He jots downSchindler's name. Schindler jots down his and flips the padclosed.

He walks away, backtoward his car. The clerk and sergeant smile. But slowly,slowly, the smiles sour at the possibility that this man calmlywalking 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 againsttrack 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 ifeverybody except Schindler is yelling out the name. The facesbehind the slats of the livestock cars begin to blur as thelocomotive gains speed.

The sergeant callsto a brakeman to halt the train, but the order sinks underthe noise of the train. He yells louder and motions with desperation. The trainman finally acts, running the length of theplatform, 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 clipboardto Schindler.

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

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

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

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

Stern's glance backwonders whose fate Schindler was more concerned about -Stern's or his own. Schindler turns away and heads for thecar.

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

EXT/INT. MECHANICSGARAGE - NIGHT

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

Moving along withone 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. Avalise is handed to someone who dumps and sorts the contentson a greasy table. The jewelry is taken to another area, to apit, 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, MordecaiWulken 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 goldteeth smeared with blood.

Fractured gravestones like broken teeth jut from the earth of a neglected Jewishcemetery outside of town. Down the road that runs alongsideit comes a German staff car.

In the backseat, UntersturmfuhrerAmon Goeth pulls on a flask of schnapps. His ageand build are about that of Schindler's; his face open andpleasant.

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

Outside Cracow, apreviously abandoned limestone quarry lies nestled between twohills. The stone and brick buildings look like they've beenhere forever; wooden structures, those that are up, are builtof freshly-cut lumber.

There's a great dealof activity. New construction and renovation - foundations being poured, rail tracks being laid, fences and watchtowers going up, heavy segments of huts - wall panels, eavessections - being dragged uphill by teams of bescarved womenlike some ancient Egyptian industry.

Goeth surveys thesite from a knoll, clearly pleased with it. But then he's distracted by voices - a man's, a woman's - arguing down wheresome barracks are being erected.

The woman breaks offthe dialog with a disgusted wave of her hand and stalks backto a half-finished barracks. The man, one from the car, Hujar, seesGoeth, Knude and Haase coming down the hill andmoves to meet them.

Goeth watches thewoman moving around the shell of the building, pointing,directing, telling the workers to take it all down. He goesto take a closer look. She comes over.

Goeth considers thefoundation as if he knew about such things. He nods pensively. Then turns toHujar.

It's hard to tellwhich is more stunned by the order, the woman or Hujar. Bothstare at Goeth in disbelief. He gives her the reason alongwith a shrug -

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

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

I'm sure you're right.

He fires. She crumples to the ground. He returns the gun to his stunned inferiorand, gesturing down at the body, addresses the workers:

HE TURNS AND WALKSAWAY.

Stable boys lead twohorses 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, atease 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 wallsand lampposts and the fenders of idling trucks, chatting andsmoking.

An empty street. Rooftops against a lightening sky. A few of the windows in thebuildings are lighted, glowing amber; the majority are stilldark.

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

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

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

Several others ofthe 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 inkpads 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 fromhis flask.

Untersturmfuhrer Goeth, soon to be CommandantGoeth, stands before the assembledtroops with a flask of cognac in his hand. He looks outover them proudly; they're good boys, these, the best. Headdresses them -

Ingrid climbs ontoone 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 theSonderkommandos, listening to their commander.

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

The boots of AmonGoeth slowly pacing. He stops. Tight onhis face, smiling pleasantly.

The galloping horsesbreak through to a clearing high on a hill. The riders pull in the reins and the hoofs rip at the earth.

Schindler smiles atthe view, the beauty of it with the sun just coming up. Fromhere, 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; WawelCastle, from where the National Socialist Party'sHans Frank rules the Government General of Poland; beyond it,the center of town.

He begins to noticerefinements: the walls that define the ghetto; Peace Square, the assembly of men and boys. He notices a line oftrucks rolling east across the Kosciuscko Bridge, another across the bridge atPodgorze, a third along Zablocie Street, allangling in on the ghetto like spokesto a hub.

The wheels of thelast truck clear the portals at Lwowska Street and the Sonderkommandosjump down.

Families are routedfrom their apartments. An appeal to be allowed to pack isanswered 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 thebuildings, they're herded into lines without regard tofamily 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 clerksare demanding to see.

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

He holds his handsapart chest-width.

And he's out the door.

The Dresners are split up - Mr.Dresner to one line, his wife and daughter Dankato another. A frantic woman's wailing appeals to join herhusband'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 therear 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, fraternallyit seems, nudging her gently back in line with the barrel ofhis rifle. A volley of shots echoes from up the street.

Moving with a longline toward an idling truck, Mrs. Dresner pulls her daughterinto an alcove.

Schindler watchesas 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 thunderingdown the street obscures her for a moment. Then she's movingpast a pile of bodies, old people executed in the street, andPfefferberg prying off a manhole cover -

Pfefferberg descendsmetal 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 acorner and sees light - and figures silhouetted againstit - up ahead. They make it to the end of the tunnel, by thebanks of the Vistula, but are gunned down by waiting troopsas they emerge. Shielding his head from the stray bullets ricocheting off the walls,Pfefferberg turns abruptly back theway he came and runs.

A frightened womanushers 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-doorcloses plunging it into darkness.

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

The wall closes upagain. The bark of Dobermans and the megaphoned roaringof Oberscharfuhrers echo from up the street. Mrs. Dresnerpounds at the wall and the false door opens a little again.

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

Mrs. Dresner hurriesout of the room.

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

Patients in whitegowns, and doctors and nurses in white, are herded out the doorsof a convalescent hospital. As the small figure in red movespast them, shots explode behind her.

Mrs. Dresner hurriesdown the apartment stairs. As she's nearing the doorwayof the building, a figure appears in it and she stops, paralyzed with fear.

It's a boy, no morethan fourteen. Cap on his head, OD armband, he worksfor the Germans and is terrifying because of it. Time seemsto stand still as he considers Mrs. Dresner. Finally -

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

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

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

Peering out from herhiding place, she sees some SS men. Satisfied with theboy's report, they move on, and Mrs. Dresner hurries backup the stairs to retrieve Danka.

Short bursts of light flash throughout the ghetto like stars. Schindler, fixatedstill on the figure in red, loses sight of her as she turns acorner.

EXT/INT. PFEFFERBERG'S APARTMENT - DAWN

Pfefferberg hurriespast the girl, into his building and up a flight of stairs tohis apartment.

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

There's nowhere tohide; 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 andanother NCO, Anon Goeth notices the man stacking suitcasesagainst a wall up ahead. As they draw near, Pfefferbergturns to face them, clicks his heels and salutes.

He clicks his heelsagain, salutes, remains at attention. All of which seems toamuse Goeth.

Goeth and his menmove on, leaving the heel-clicking Ghettomensch to finish with the bundles.Pfefferberg letsout the breath he hadn'trealized he was holding.

Schindler catchessight of the girl in red again, moving past a line of men filingtoward 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, hereyes consider the uniformed men, their backs to her, andthe shake of her uncle's head that seems to be saying, againstall his natural impulses, Don't run to me, don't call out, you'll give yourself away.

Without a knowinglook back, indeed as if by instinct, she keeps moving towardher destination, veering off to it just short of the Sonderkommandosin the street - her apartment.

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

The gunfire outsidesounds 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, asbefore, roll across the Vistula bridge. They pass throughthe unmanned ghetto gate and split off down different streets.

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

They come up staircases and in through open doors. Unshouldering theirweapons, they listen to the quiet... before shatteringit with gunfire.

Windows up and downthe streets flash with light.

Bullets pepper anattic floor, splinter walls, tear through cupboards and pantries, searching for unseen targets, exploding from themuzzles 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 shotsring out there, blood, here, seeps from the holes in the ceilingand the walls and the cupboard doors.

Below, the ghettoperimeter and interior are clearly distinguishable bythe dots of light flashing in the windows of the apartments.

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

Tables and tools andenamelware scrap. The metal presses and lathes, still. Thefiring ovens, cold. The gauges at zero.

Against the wall ofwindows overlooking the empty factory floor, stands a figure, Schindler, in silhouette against the glass, black againstwhite, not moving, just staring down.

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

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

Goldberg at one ofseveral folding tables. The black marketeer-turned-ghetto-cois now the Lord of Lists inside Plaszow. He and otherlistmakers call out names, accounting for the fifteen thousand who survived the liquidation of the ghetto and now standin long straight rows.

Stern is among them.

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

Goeth steps out ontothe balcony in his undershirt and shorts and peers out acrossthe labor camp, his labor camp, his kingdom. Satisfiedwith it, even amazed, he's reminiscent of Schindler lookingdown on his kingdom, his factory, as he loves to do, fromhis wall of glass.

Life is great. Goethreaches 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 thebalcony of Goeth's villa - which is in fact nothing morethan a two-story stone house perched on a slight rise in thedry landscape.

The butt of the rifle against his shoulder, Goeth aims down at the quarry - atthis 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 hatesit; it's such an awful way to be woken.

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

Schindler's Mercedeswinds through the camp on a road made entirely of brokentombstones 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 signaround his neck (subtitle), "I am a potato thief."

The Mercedes pullsin next to some other nice cars parked alongside Goeth'svilla.

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 neverbeen here, the industrialist comes in like he owns the place. All but Goeth rise.

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

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

Schindler takes aseat, shakes a napkin onto his lap, nods to a servant holdingout a bottle of champagne to him.

Goeth watches him.The others watch Goeth.

Schindler clearlydoesn't care, but nods as though he did. He drinks. Goeth justwatches him with what seems to be growing amusement. He nodsto John to continue.

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

Goeth slowly shakeshis head no... then smiles.

He shrugs like, Those are the breaks, too bad. Goeth just smiles. The otherswatch the two of them, unsure how they're supposed to react.

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

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

His roar echoes intosilence. 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 tohis maid coming in quietly with a tray of sweets. There's abruise on her face. She sets the tray down carefully, tryingto avoid clatter, and looks to Goeth for further instructions.

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

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

Schindler admits itby not disagreeing. Goeth thinks about it, nods to himselfagain, 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 adjacentto the factory. He sticks a little flag into the ground.

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

The check and requisitions on a clipboard inWilek Chilowicz's hands.The Jewish gangster has apparently achieved a statusof some importance here already, and moves along trucks beingloaded with lumber and cement, electrical and plumbing supplies and rolls ofbarped 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 beinghanded down from the other three trucks and carried into a barnwhere a man, who looks nothing like a farmer, is payingChilowicz 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 ora word.

The new check on Chilowicz's clipboard. Three more trucks being loaded. Goethappears 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. Schindlerand an SS officer come past some SS architects groaningover a set of blueprints.

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

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

Flanked by armed SSguards, Schindler watches impassively as the workers, the Dresnersamong them, pass through the factory gates. Butas the last of them straggles in, and Stern is not amongthem, Schindler's stoicism is betrayed by concern.

The Rosner brothersin 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 yetanother girl on his arm, endures the officer's lies whilesweeping the room with his eyes.

Schindler looks athim 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. Asusual, she's the best-looking one there.

Whatever toleranceSchindler's had up to this point with John leaves his face; thelook he gives him now is pure contempt.

Helen the maid movesaround the important end of the table carefully settingdown appetizers of herring in sauce. There's a fresh bruise on her face.

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

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

Everyone laughs.

Everybody laughs.

Another round of laughs, only this time it's forced. Everybody knows it'strue, 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, twonight 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 pocketsand hands over tins of food scavenged from the party, Stern offers back in a hushed tone -

Schindler nods, heunderstands. Over at the table, drinking his vodka, sit thesentries. 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 thethings Schindler has brought him.

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

Stern shrugs, Youdid 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 theCommandant moving around dressing. As they continue along thehallway -

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

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

Helen and Rebeccacome 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 Rebeccathe box and leaves. Inside it, the girl finds nail clippersand files, cuticle scissors and buffers, clear polish and remover.

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

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

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

Her startled glancefinds Goeth's two large hounds, Ralfand Rolf, staring fromthe doorway like evil apparitions, shifting their weight from one clawed paw to another.

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

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

Goeth moves throughthe 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. Theyreach a particular bench, a particular worker, and Goethsmiles pleasantly.

Not daring to lookup, all the worker sees of Goeth is the starched cuff of hisshirt 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 anythingelse -

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, wrenchingthem together, smoothing the edges, all the while keeping countin his head of the seconds ticking away. He finishes and letsit fall onto the others on the floor. Forty seconds.

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

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

He stands Levartovagainst a low wall, and adjusts his shoulders. Behindthe condemned man, workers pushing stone trolleys veer to theedges of the angle of probable trajectory of straybullets before Goeth pulls out his pistol. He sets thebarrel against the rabbi's head and pulls the trigger - click.

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

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

A gold lighter inSchindler's hand flames a cigarette.

He hands the goldlighter to Stern and walks away toward a D.E.F. truck beingloaded with supplies.

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

Rabbi Levartov, brought over toEmalia, 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 fromHujar's hand, evidence of some kind. Goeth slowlypacing 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 oneof the workers at random. With this added incentive, hewaits for someone to tell him who stole the chicken. No onedoes.

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

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

The boy nods, weeps,screams -

He's pointing at thedead man. And Goeth astonishes the entire assembly ofworkers and guards by believing the boy. He returns the rifleto the guard and walks away. Hujar stares after him,then knowingly at the boy.

Stern on Schindler'sheels who's moving briskly toward his car like he's latefor a meeting somewhere.

Schindler comes downthe stairs with Klonowska. As they're crossing through thefactory -

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

As servants hoista heavy, elaborately tooled saddle from Schindler's trunk- a gift for Goeth - Schindler sees Stern coming toward himand glances skyward long-sufferingly.

The mechanic, makingadjustments to a metal press, glances up as Schindler movespast toward the office stairs.

Across the streetstands a nervous young woman in a faded dress. She seems tobe trying to summon the courage to cross over and onto thefactory 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 hangsup.

The woman alone ina 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 forher on the landing of the stairs. He doesn't recognizeher, but smiles to counter the unfortunate possibility she'ssome old girlfriend he's forgotten. Reaching him, sheoffers her hand.

He can tell now shedoesn't know him. He seems relieved. He leads her past Klonowska'sdesk and into his office.

He arranges a chairfor her, goes to his liquor cabinet.

He pours himself adrink, warms it in his hands, smiles, clearly taken withher.

The grace with whichshe's carried herself up to this point seems to evaporateas she struggles to find the words she wants.

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

Who says that?

Schindler glancesaway from her. He seems weary suddenly, depressed.

Schindler glancesback at her, his face hard, cold, and studies her for along, 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, hedispenses with pleasantries in order to admonish the accountant -

Stern has hardly hadtime 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 allinnocence, but Schindler knows better.

Silence. Schindlertries 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 upto leave, hesitates. Conducts a mental search for a nameand eventually comes up with it:

FLASH CUT to rollcall on the crowded Appellplatz -

Back to Schindlerin 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 andChana Perlman from his lists.

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

Distant music, Brahms'lullaby, from the Rosner Brothers way down by the women'sbarracks 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 asthough this temptation toward restraint, this image Schindlerhas brush-stroked of the merciful emperor, holds someappeal 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 worksto ready Goeth's white horse, anxious to finish before theCommandant arrives.

Coming down the stairs in jodhpurs and riding boots, Goeth pauses to considera 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 upand she flinches even though he's twenty feet away. But thecrop doesn't slap against his leg ordering her impatiently tocome forward to receive punishment; it rolls instead in agesture for her to keep working. Mystified by his leniency, suspicious of it, she watches through the corner of her eyeas he continues down the stairs and out the door.

Striding toward thestables, Goeth notices in the distance a woman prisoner beingdragged by the hair from the furworksby a Ukrainian guard.He throws her to the ground and raises his truncheon, sees theCommandant and calls across to him -

Without slowing hisbrisk pace, Goeth nods to himself, deliberating overthe 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 ontoits back. As he's dragging over the saddle Schindler bought e Commandant, Goeth arrives. The boy tries to hide hispanic; he knows others have been shot for less.

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

Goeth gallops aroundhis 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 hisbedroom sweating from his ride. A worker with a pail and cloth appears in the bathroom doorway. More to the floor -

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

The worker hasn'ta defense for himself. Goeth's hand drifts down as if by instinct to the gun in his holster. He stares at the worker. Heso 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 hurriesout 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 hetries. All he feels is stupid.

The worker hurriesacross the dying lawn outside the villa.

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

Bloody sides of beeflining either side of an ice room.

Idek Schindel comesin, buries a hook into one of the long carcasses and manages it onto his back. He lumbers out with it, comes throughthe industrial kitchen and unshouldersit 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, likeants, to a waiting truck.

A side of beef andseveral boxes of vegetables are carried into the back doorof a restaurant. The owner of the place pays Chilowicz incash and steps away from the truck filled with food and fursand peat and paint and bolts of cloth.

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

A solitary chef instarched 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 cooksupend pots of chopped cabbage and onionand meat into deep vats.It all falls far to reach the bottom.

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

The Plaszow cookspour buckets of water into the vats.

The restaurant cookchecks the level of water in a measuring cup, dumps a littleback into the sink and carefully adds the rest to the pot.

Tepid watery soupspills into the bowls of the Plaszowquarry workers as they filepast the prisoner-servers.

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

Under the toweringmills, a Plaszow worker spoons at his thin broth searching forsomething solid in it. It's like a treasure hunt.

The waiter ladlesrich thick soup into bowls and places them on plates in frontof a well-dressed couple.

As the woman dipsher 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 overitems from his coat - loaf of bread, tin of ham, cigarettes.He's dressed for a party.

Stern glances acrossto Goeth's villa on the hill; figures moving around behindthe windows. There's another party going on up there. Downhere, 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 SeniorSS Officers Toffel and Scherner share a table in the samesmoke-filled nightclub they met in.

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

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

The threat still stands, despite Schindler's assurance otherwise, and theyall 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 thenightclub) CARRIES OVER work details of women and girls filing past the electrified fences separating, like amoat, their barracks from the men's. Many are whistling shortcalls, like mockingbirds - each devised to be distinct fromthe rest - and straining to pick up the answering refrainsfrom their mates amid the forest of sibilance.

Rebecca Tannenbaumwhistles her mating call and smiles to herself when it echoes back not twenty yards behind her. Glancing over hershoulder down the line she sees among the women her boyfriendJosef 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. Rinsingout 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 voiceCARRIES OVER:

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

Her voice and thenightclub 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 atall; she's terrified.

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

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

The cabaret singersteps 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 includesthe dank room, Plaszow, the war itself and the Reich's policies of extermination.

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

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

The arc of Goeth'spath has narrowed; he's closer now as he circles past Helenagain.

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

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

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

He slows to considerher. 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 comesdown, crushing the light bulb.

Goeth's hand slamsacross Helen's face.

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

Goeth is on top ofHelen, beating her savagely.

Josef takes his wifeinto his arms and kisses her.

The lamp crashes tothe floor, pitching the room, and Goeth's beating of the onehe loves, into -

- DARKNESS

Schindler comes through his factory like a king among his subjects handing outbottles of wine from cases carried by boys too young, really, to be working here. In addition to the mid-day soup andbread, bowls of fresh fruit have been set out on the longwork 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 hisfriends and lovers, Schindler cuts a cake. He receives congratulations from the many SS men present and the embraces, in turn, of Ingrid andKlonowska and Goeth.

From Stern he getsa handshake.

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

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

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

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

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

They begin anothersong, and the party struggles to resume.

His annual physicalinterrupted by bad news, Goeth, in his undershirt, paceswith a memorandum in his hand, frowning at the others in theroom - Leo John, Hujar, Goldberg, and one of the camp physicians, Dr. Blancke.

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

Other figures movearound the parade ground in the murky dawn light: these raisinga banner, those wheeling filing cabinets across the Appellplatz, this one wiring a phonograph, that one saturating a padwith ink from a bottle.

Goldberg, Lord ofLists, moves from table to table handing out carbons of listsand sharing morning pleasantries with the clerks.

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

A trainman wavinga 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 thephonograph is set down on a pocked 78. The first scratchy notesof 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 atthe Appellplatz where the entire population of the camp has beenconcentrated - some fifteen thousand prisoners.

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

A physician wipesat his brow with his handkerchief as several prisonersrun back and forth, naked, before him. He makes his selectionsquickly: this one into this line, that one into that, andGoldberg 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 themusic lies.

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

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

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

He steps away andwatches, thoroughly bored, a group of men taking off their clothes. His glance settles ofPfefferberg 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 beput through this indignity. He gestures to the lines of womenacross the Appellplatz, and Goeth nods, Yeah, okay, why not.To the clerk -

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

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

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

Children are yankedfrom the arms of their parents. Wailing protests quickly escalate to brawls with the guards. Revolvers and riflesaim 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 inred sprints across to another barracks, counts to herselffive boards in from a corner and wrenches off the sixth - revealing several kids, sardine-tight in a cavity.

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

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

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

Reaching the surfaceof the muck she lets her feet submerge, then her ankles, hershins, 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 thedarkness; five other children are already there.

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

Schindler's Mercedespulls up. He climbs out and stares transfixed.

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

There's a makeshiftbar on a mahogany table, stocked with liquor and a pitcherof iced tea. Goeth glances away to the train. The idlingengine 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 likethey're climbing into an oven.

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

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

STREAMS OF WATER CASCADE

onto the scaldingrooftops. The fire trucks are there, the hoses firing the cold water at the cars and on the people inside who are roaring their gratitude.

And amusing, not just to Goeth, but to the other SS officers standing around aswell. 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 D.E.F. HOSES

Have arrived and arebeing coupled to Plaszow's. As the water drenches the carsfurther back, the people inside loudly voice their thanks,and the guards and officers outside grin at the spectacle.

The joke takes onnew dimensions when, from the back of the D.E.F. truck, boxesof food are unloaded. Accompanied by the laughter of the SS- and watched by Stern from the end of the platform - Schindlermoves along the string of cars pushing bread through theslats.

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 hewere possessed.

The water rains downon the last car.

A German staff carpulls in across the factory gate, blocking it. Two Gestapo menclimb out.

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

Schindler leaningagainst his desk, drink in his hand, calmly tries to assess hishumorless arresters.

Schindler glancesbeyond them to a point outside his office, to Klonowska. Shenods, she knows what to do, she'll make the phone calls, callin the favors.

He snuffs out hiscigarette.

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

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

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

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

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

A water bucket. Awaste bucket. No windows. This is nota 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 soldierwho looks like he's been here forever, his greatcoat pulledup around his ears for warmth.

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

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

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

Goeth shifts in hischair; He knows he's not getting anywhere with this man. Heswitches tacks:

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

Suddenly the man stands up and salutes, which thoroughly confuses Goeth sinceGoeth 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 andallows Goeth to shake his hand, but it's clear, even to Goethhimself, that he has fallen from grace.

A tall, thin, grayWaffen 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 andLeo 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 thecrowded 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, Helencan 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 frontof the musicians, swaying precariously, a drink in his hand-

Again they play thesong. Again he staggers across the crowded room to hischair in the corner, paying no attention to the visiting commandant fromTreblinka, or anybody else -

He shrugs like it'snothing, or with modesty, it's unclear. Goeth is duly impressed; Schindler, only politely so. Helen is still running upand down the stairs in the background.

AGAIN THE GRAY OFFICER

wavering before Henry and Leo. This time they don't wait for him to ask for it-

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 notonly plays the sad melody again, he plays with it, and thisone 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 withunhappy memories of an affair closer to the brink. His brother glances over his accordion to him concerned.

But Henry doesn'tstop. He declares war with song, filling it with more and moreemotion with each stroke of the bow. No one else in the roomappears aware of the exchange going on between this man onthe balcony and this music - certainly not Helen who is stillrunning up and down the stairs - but Leo is nervous.

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

Goeth has glancedover, staring at the musicians, but Henry doesn't dampen thespirit of his invocation; in fact, he lays it on thicker, poursmore emotion into the song, until -

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

Goeth glances backto the musicians, stunned. The brothers' faces are studiesof utter unsophistication. Funereal silence fills the room. Aperfectly good party has been ruined.

Goeth hasn't a cluewhat has happened. In fact, now that the man on the balconyis dead, only two remain in the room who do. Goeth finallyfinds 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 comedown and the latches snap shut. Done.

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

A neat stack of mailin 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 sonsand daughters of SS officers residing in the fashionable apartments lining the street - who suspend their games to peerinto the sky at the first snowflakes of winter floating gently down.

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

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

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

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

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

Schindler steps outonto his balcony and waves to Klonowska across the streetin 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 notcold. It's warm and dry. He reaches to the railing where moreof 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 ofa Ukrainian guard coming in, and Chilowicz glances to him anxiously.

The guard pulls agun 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 usesthe wipers to clear the falling ash from his windshield.

On street cornersand 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 thegatehouse and signals with an upraised hand for the driverto stop. The hand is finely manicured and belongs to Goeth.

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

Carrying blanketsand bundles, Schindler's workers are marched under heavyguard 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 handsSchindler papers, orders of some kind. The irate industrialistscans them, throws them to the ground, and strides back tohis car. It's covered with ash.

Out of the furnace,at least for the moment, Chilowicz stands with Goeth on thebed of the truck. His manner is so pleasant, Goeth's,that Chilowicz can almost allow himself the delusion he'snot about to die.

Chilowicz glancesfrom 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 onthe hill, by the fires.

The gangster pullsout his gun and fires at Goeth, sweeps it around to shoot theguard ... 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 onlya click.

Goeth raises his revolver and shoots Chilowicz through the neck.

The fires rage onthe hill. The ash wafts up into the sky. Suddenly the roarof the flames is eclipsed by -

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

The roaring infernoconsumes the victims of the ghetto massacre, the victims ofPlaszow, 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 isMila's. But then sees hertrundling 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 atHujar running around, having lost his mind, firing at the corpses as they're given temporary life bythe flames, sitting forward, their limbs reaching, their mouths screaming.

He sighs at the task, at the unfairness of itall, the dissolution of hiskingdom. His glance finds his man, Leo John, over at thestream.

Tight on the gleefulboy with a tadpole in his hand. Behind him, the ash fromthe 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 theaccountant, knowing, of course, he'll decline.

I've been talking to Goeth -

Schindler waits forthe accountant to stop shuffling the papers on his deskand give him his attention. Stern finally glances up from hiswork.

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

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

Schindler gives acavalier wave at the air; the business of business seems tohold no more allure for him.

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

Stern shrugs. Schindler nurses his drink.

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

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

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

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

Schindler sittingalone 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 towardthe door, all the furniture disappears, leaving the placecompletely 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 Mercedesat 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 mainsquare 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 fromhis 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 interpretsto mean, Yes, check into the hotel. To the porter again -

SCHINDLER

Okay.

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

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

Schindler wandersthrough empty baronial rooms to a large balcony. From therehe considers the view: the sky, rolling vine-covered hills,the cottages of the village of Brinnlitz lying far below likesubjects kneeling before the monarch.

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

The caretaker nodshesitantly. Schindler turns away, back to the view.

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

He offers the girlhis 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 barmanand gestures to him to refill his friend's and his date's drinks, pats the guy on the shoulder and wanders over toanother table. Watching after him -

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

A woman asleep inthe 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 thedistance, nestled against the mountains. The sun, just comingup. Closer, here, ramshackle structures, a long abandoned factory of some kind.

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

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

Tight on his face,torn between conflicting choices, or realizing there'sno choice, or only one choice, and hating it.

Schindler and Goethon the balcony of the villa, drinking.

Goeth considers hisfriend, 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 sureSchindler'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 aboutit in a silence. Then slowly nods to himself. He's goingto 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 FACEOF A MAN - Rabbi Levartov - the hinge-maker Goeth tried to killwith a faulty revolver -

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

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

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

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

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

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

THE KEYS typing PF 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 mumblesto himself -

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

HUNDREDS OF SEWINGMACHINES stitching uniforms on the floor of Madritsch's Plaszowfactory.

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

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

COGNAC SPILLING intoa 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. Heis. The keys type S Z E R W I T Z -

TIGHT ON THE FACEof 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 PAGESof names next to the typewriter. Stern, trying to count them, estimates -

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

THE KEYS typing RO S N E R -

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

SCHINDLER WITH MADRITSCH again -

MOVING DOWN anotherpage 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 NAMEon 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'sbooks and, opposite it, the word SCHUSTER (Subtitle:SHOEMAKER). Across from the same namein the typewriter, Stern typesSCHWIESER (Subtitle: WELDER).

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

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

Stern heard him andstops typing, glances over.

Stern resumes wherehe left off, but then hesitates. Glances over again. There'ssomething he doesn't understand.

He trails off. Itdoesn't sound right. And Schindler doesn't answer. He's avoidedtelling 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 whatthis 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. Thepage 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 lastsheet, at the bottom, Goeth notices a blank line acrossfrom the number 1,077 and, tapping at it -

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

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

He imbues the twoletters with such finality of tone that it seems pointless toargue. 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 anythingso fiendish.

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

THE CARDS PURRINGin Goeth's hands. He's not about to risk being cheated outof the mercy killing by any sleight-of-hand abilities Schindlermay 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 hisface-down cards spotted with eight clubs and five diamonds.He scuffs them against the table, calling for a hit, and isskimmed another five. That's 18. Not bad. Particularly sinceatop Goeth's hole card, like an awkward puzzle piece, liesa five of spades.

Insanely, though,Schindler scrapes the table for a fourth card and Goeth flipshim 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 altogethernow - and he can almost hear the explosion from thegun against the back of Helen's head.

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

Helen's head liftsup to the muffled wail of pain issuing from somewhere aboveher ceiling -

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

The letters - H IR S C H, H E L E N - as typewriter keys slam them oppositethe number 1077 at the bottom of the tenth page of Schindler'sList.

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

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

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

Everyone seems tobreathe sighs of relief as if they've been waiting for him tosay 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 itall out before the protests drown him out. The uproar reachessuch a clamoring level there's no point in his continuing.

The tenth page ofSchindler's List, the signature page, curls around the rollerof a typewriter. Marcel Goldberg, Personnel Clerk, Executor ofLists, carefully aligns it and types his own name in a narrowspace allowed by the bottom margin.

Stage show with political humor and songs. Club full of SS officers, the mostimportant of them over at Schindler's table. He moves among them, like the great entertainer he is, making sure everyonehas 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 Idekmeans and Idek knows he knows. He means Schindler'sList.

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

At a folding tablein the middle of a field Schindler signs checks and attachesthem to Reich Main Office and Evacuation Board and Departmentof Economy forms.

Around him, the newcamp is taking shape: Electric fencesare going up, watchtowers, barracks; shipments of heavy equipment, huge Hilomachines, are being off-loaded from flatbed train cars;SS engineers stand around frowning atthe lay of the land, somedrainage problem no doubt.

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

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

He rolls the pagedown, types another name, tires of the exacting task, tearsthe handwritten page of names from the notepad, crumplesit and throws it away.

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

As the forms of hisattackers 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 glancesup from his work and studies the blackmailing collaborator for a long moment.

Takes diamonds to stay on this list.

Pfefferberg suddenlyattacks him with the wrench in his hand, beating him acrossthe shoulders and head with it.

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

He makes it outsidethe 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 othersmill around with clipboards, calling out names.

Thousands of prisoners on the platform, some climbing onto strings of slattedcars on opposing tracks, some already in them, most standingin lines, changing lines, the end of one virtually indistinguishable from the beginning of another, saving their bribesfor the most powerful figures here, the guards who close thegates.

Paperwork. Lists ofnames. Pens in hands checking them off. Some bound for Brinnlitz, the rest for Auschwitz, if theycan be properly sortedfrom one another.

Six year old OlekRosner is allowed to stay in line with his father Henry, buthis mother is taken to another line composed of womenand girls. This segregation is the only recognizable processgoing on; the others, if they exist, are apparent only to theclerks and guards, and maybe not even to them. It's chaos.

A train snakes across the dark landscape.

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

A small depot setdown alongside tracks in the countryside.

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

- wearily crossesthe platform to a switching lever. Pulling at it, a section ofrail separates from one tracklineand joins up with another.

The rails begin toquiver. The trainman glances off to an approaching trainin the distance, watches it come and thunder past, thenswitches the rails back to their original position.

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

Graffiti scrawledon a wall in Czech reads (subtitle) "Keep the Jewish Criminalsout of Brinnlitz."

Leading a processionof nine hundred male Jewish "criminals" through the centerof town, Schindler ignores the angry taunts and denouncements and the occasional rock hurled by the good citizensof Brinnlitz lining the streets.

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

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

The women's trainclatters 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 nearlydeafening.

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

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

- the women's trainthunders 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 onthe frozen ground. Arcing in a figure 8, one of them, a boyno more than six, glances to the approaching train,then to another string of cattle cars, empty, coming fromthe other direction. To those in the full cars, he raises hishand up and across his neck making the gesture of a throatbeing slit.

The smiles on thewomen'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 theforearm of a sleeping man in a cot. A sewing needle clutched in a small hand moves slowly through the air.

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

He carefully pullshis 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. Movingpast 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 thesky, two sets of tracks running the length of the camp,and, slowly backing through the arched gatehouse, the train.

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

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

So often terrifiedby the sight of a clerk with a clipboard, it is the absenceof clerks which unsettles Rebecca now - as though there remainsno further reason to record their names. Mila's eyes returnto the constant smoke rising beyond the birch trees at thesettlement's western end.

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

Before Stern can react, Schindler is out the door.

As he strides acrossthe factory courtyard toward his motorcycle, Schindler is intercepted by some Gestapo men who have just emergedfrom their car.

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

These men are serious.

Mila stares up ata dry shower nozzle, fearing the killing gas she expects tosoon seep from the little holes. There's a line of Schindlerwomen, stripped like her, standing inside a stone structure fullof 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 aswhatever is inside surges through, rattles across an elbow joint, through pipes branching off, jiggles the shower heads asit 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 hisselections, with tiny gestures, for the death chambers. Hepauses in front Mrs. Dresner.

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

Mengele nods pensively, understandingly, it seems. Then -

He glances aroundhopelessly. One of the SS guards who accompanied the women fromPlaszow speaks up -

Mengele nods againas if the information were valuable, as if it meant somethingto him. It doesn't.

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

In a dank cell, inuniform, 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 JosefLiepold, the Commandant of Schindler's new subcamp, movesthrough the factory conducting an impromptu inspection. He points out to a guard a kid no more than nine, sortingcasings at a work table, and another boy, ten or eleven, carrying a box.

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

Out of the darknessappear "apparitions," skeletal figures which surround thetwo woman, or rather the soup pot between them, dipping littlemetal cups into it, over and over.

Too startled to speak, Mila can only stare. The apparitions clamor around thepot 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, theEvacuation Board authorizations. Hoss nods at them, then at Schindler.

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

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

Why, because you getto 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 ofwomen. Guards calling out names from a list, Schindler'sList. 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, standingat the end the platform stone-faced, watches the womenwhose names he is "stuck on," whose clothes are slashed with redpaint, 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 thenew people spill out, making the guards' job tougher tryingto 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 otherSchindlerjuden are prevented from climbing on.

Schindler becomesaware of what's happening and, wedging through the crowds,passes over the children from the arriving train, totry to corral these particular kids, these girls, who are nowechoing their mothers' tortured cries.

As Schindler struggles to herd them together,Manci Rosner, locked into one ofthe 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 sideof the electrified fence, six year oldOlek Rosner turns to thedesperate cry and sees, behind the slats of the cars, not just his mother, but others too, calling out to their sons andhusbands filing into the camp.

Unaware of this newdrama, occupied with his own, Schindler manages to gatherthe fifteen or twenty girls, his girls, some of them no morethan seven years old, and, in the middle of the crowded platform, appeals to a guard -

He points across tothe women's train. The last of the gates are being closed,and a guard is signalling to the engineer to pull out amid thecries of the mothers, some to their daughters who aren'ton it, some, on the other side, to their sons and husbandsin the camp. Pointing to the girls -

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

Schindler is noddinghis head, trying to think. The train wheels are beginningto move. The women are shrieking their sons' names, theirdaughters' names, and the guard, who's heard it all, everyexcuse imaginable, is just turning away when Schindler thrustshis smallest finger at him.

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

As it pulls out, ManciRosner stares at the figure of her small son and hisfather 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 undoeshis son's sleeve and the boy thrusts his own arm proudly intothe air. Tight on the numbers etched in his skin.

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

At the perimeter ofthe 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 hisdaughter, Danka.

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

Manci Rosner and theother women whose families have been confiscated, watchthe reunions blankly.

Schindler stands before the assembled camp guards. They're seated at the longtables, 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 ofwhom look like tired middle-aged reservists.

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

Schindler strollsthrough 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 thecaseload.

Schindler pauses atone of the machines.

Schindler nods. Thenfrowns. He leans down and taps at the crystal of one ofthe 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 andBau stares after him. He's just screwed up settings that tookweeks to get right.

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

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

Goldberg leans a little closer to gain confidentiality.

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

Schindler nods, watches him work, eventually glances away.

Levartov, followingSchindler'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 ofa watchtower, among the roof-high tiers of bunks strung withlaundry, Levartov recites Kiddushover a cup of wine to workers gathered around him.

On their bunks, theguards relax with schnapps, cards and magazines. One ofthem becomes distracted by a distant sound. Some of the othersbegin to hear it.

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

On a watchtower, anight sentry, unsure where it's coming from, listens to thedistant singing. It seems like it's emanating from thesurrounding 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 hepauses to read what he's typed, he hears it, the singing, faint, far away. He goes to his window, peers out, listensfor 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 inhis hand, smiling as if nothing is wrong between them, as ifnothing is wrong in the entire world.

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

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

She's the only womanhe's ever known who could make him nervous just sittingacross a table from him, saying nothing.

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

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

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

It sounds strangeto Stern hearing Schindler actually say it; he's never said itbefore.

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

His glance to hiswife finds hers on Ingrid across the room, whose look up sensesimmediately that this woman looking at her isn't anotherof Schindler's mistresses. She quickly caps the nail polish andfeeds her typewriter with paper.

She considers himwearily. His shrug promises her he'll get rid of Ingrid is that's what she wants; doesn'twant to, but he will. Eventually-

As her husband stepsaway, Emilie glances to Stern.

The look that passesbetween them admits each knows exactly what's going on here,what Ingrid is to Schindler, what Emilie is, the wholething.

She moves off afterSchindler, who glances back to find Stern gesturing at him tojoin him for a private conference.

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

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

Schindler dismissesthe 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 worriedabout it.

Stern slowly shakeshis head, No.

Schindler nods soberly, in agreement it seems.

Stern's not sure hesees the logic. Whether the shells are manufactured hereor elsewhere, they'll still eventually reach their intendeddestination, 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 atthe party. They probably are. Him anyway. The other guests include local politicians who fought and failed to keep hiscamp 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 relateto, approaches cheerfully, his hand outstretched.

It is nice. Big. Theman lives well.

She nods. Schindlergoes off in search of the bartender. Rasch watches afterhim.

She smiles wryly.

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

Rasch calmly nurseshis 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 ofEurope, with the gratitude of Oskar Schindler.

Poldek Pfefferbergholds up a pistol, feels its weight, glances to Schindlerstanding at a window.

Pfefferberg stuffsthe 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 thefactory, 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 toa series of overhead planks and, with trepidation, climbs.

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

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

Neither Schindlernor Ingrid seems the least bit embarrassed. Only Stern. He trieshard 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 hehas come to report, leans closer. Finally, quietly -

Schindler thinks long and hard...

Silence except forthe 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 hiswealth, appears on Schindler's face.

In the distance, alone boxcar, stark against the winter landscape. There arepatches of snow on the ground. A cold wind blows throughbare trees.

Tight on Poldek Pfefferberg'seyes behind a welder's mask. He turns from his workto the voice, welding torch in his hand.

The torch firing atice as hard as metal, blue flame, white steam. Pfefferberg'seyes behind the mask again, concentrating.

Around the abandonedboxcar, in the gruesome cold, stand Schindler, Emilie,a doctor, some workers and some SS guards, watching, waiting.

Pfefferberg stepsback. Sledge hammers pound at locks. Hands pull at levers. Thedoors begin to slide.

Out of darkness, from inside the boxcar as the doors slide open, Schindler'sface is revealed, tight. He stares for an interminable momentbefore walking slowly away.

Inside the boxcaris a tangle of limbs, a pyramid of corpses, frozen white.

From a distance, atableau: the boxcar, the workers and guards and Emilieoutside 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; heseems 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 groundare narrow.

In a corner of thefactory, workers hammer at pine lumber. They are buildingcoffins.

As workers harnesshorses to carts, others hoist the coffins into them. Schindleris 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 aminyan - a quorum of ten males necessary for the rite. A fewguards lag behind.

Work continues, butit's apparent in their eyes they are only physically here; inspirit 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 faintsounds from the outside gradually emerge, sounds that, for years now, have been smothered by the noisy machinery of industryand 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 onlya low breathing of wind...

Amon Goeth, in civilian clothes, emerges from a car. His eyes, sallow frominadequate sleep, sweep across the fortified compoundwith envy. It's a nice place Oskar'sgot here.

Stern, at a window,stares down at Goeth beside the car. Softly, gravely -

Schindler appearsbeside Stern, glances down. He's lost weight, Goeth. Theold suit he wears seems too big for him. Alone down there heseems disoriented.

Rebecca Bau, and others, glance up from their work to an apparition from thepit of their foulest dreams - AmonGoeth crossing through thefactory.

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 pointsout the huge thundering Hilo machines.

Schindler takes anold suitcase from his office closet and sets it on a coffeetable. He snaps it open revealing Goeth's uniforms and medalsin mothballs. The ex-Oberstrumfuhrer reaches in and touches the fabric and ribbons reverently, then glances up tohis 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 poursthem each a drink, Goeth picks up one of the medals and turnsit over in his hand. His nails haven't been manicured fora long time.

The one he's wearing. He pulls at a frayed lapel with disdain. Schindlerhands him a cognac and -

A small measure ofpride creeps back into Goeth's eyes. They do still fear him,don't they.

Beyond the frostedglass of Schindler's office door, Stern can see the waveringforms of the two Nazi Party members sharing cognac.

The bottle in Schindler's hand tips over Goeth's glass, refilling it.

Goeth tries to shakehis 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 caughtcompletely unprepared. He stares at Goeth, then glancesaway, his mind racing.

Goeth stares at theback of Schindler's head, parazlyzedby the news. After a longmoment, he manages a breath.

Schindler turns backwith a look that wishes he had told his friend as soon ashe 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 comesup to his cheek as if to brush away a bothersome fly. Butit isn't a fly. One of the workers has spit on him. He turns in disbelief.

Silence as his handdrops to his side, to the holster he forgets isn't there.He glances around for SS guards - who aren't there - andlooks to Schindler thoroughly confused.

Goeth stares at himbewildered. Then again at the worker who spit. Then at otherworkers, the resolve in their eyes. They know he has no powerhere, and sense he has no power anywhere.

Is this a dream? Goeth's own eyes drift to a woman at one of the machines, herface turned partly away from him. She dares a look over her shoulder and he sees that it's Helen.

He stares, first ather, then at Schindler, knowing suddenly that he's the betrayer... but also that there's absolutely nothing he can doabout it.

He'll see Goeth out;that's the extent of what he'll do for him. He steps towardthe door and the workers watch as Goeth, impotent, follows.

A guard slowly turnsthe dial of a radio, finding and losing in static severaldifferent voices in several languages, none of them lasting morethan a moment.

Depression hangs over the barracks. Most of the guards are straining to hearthe news they've been fearing for some time now, some on theirbunks just staring, one at a window peering out at theblack face of a forest as if expecting, at any moment, to seeRussian 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'sdoorstep. The two men considering each other across the threshold. Radio static filters out from Liepold's room. Theword "Eisenhower" cuts through beforethe speaker's voice isburied again.

He turns and walksaway.

All twelve hundredworkers and all the guards are gathered for the first timeon the factory floor. Tension and uncertainty surroundthem. It's ominously quiet. Then -

It is not his intention to elicit celebration. Indeed, his words, echoing andfading in the cavernous factory, echo the doubts they all feel.

Not by UntersturmfuhrerLiepold. He stands with his men, dying to lift hisrifle and fire.

He's looking at theguards, thanking them, which thoroughly confuses the workers. Just when they thought they knew where his sentiments lay,he's thanking guards.

Or is he attemptingto adjust reality, to destroy the SS as combatants, to alterthe 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, notat all like a confession, but rather like simple statementsof fact:

That worries the workers. Whenever he leaves, something terrible always seems to happen.

In the quiet, in thesilence, 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 hasbeen one long sustained confidence game.

Schindler has neverstood still so long in his life. He does now, though, framedby his giant Hilo machines, silent at the close of the noisiest of wars, his head bowed, mourning the many dead.

When he finally doeslook 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 tospeak to the guards along the wall again.

Apprehension spreadsacross the factory like a wave. Pfefferberg tightenshis grip on the pistol under his coat. His ragtag irregularsdo the same, the rest of their ersatz "arsenal" concealedbehind a machine. To the guards:

The guards hold their weapons, as they have from the moment they arrived heretonight, at attention, waiting it seems, to be given the official order from their Commander,Liepold, who appears readyto give it.

Long, long silence.Finally, one of the guards slowly lowers his rifle, breaksranks and walks away. Then another. And another. And another. Another.

When the last is gone, the workers considerLiepold. He appears more an oddity than a threat. Heis more an oddity than a threat. Andhe 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 therecesses of a man's open mouth, pries at a gold filling ina molar.

A suitcase yawningopen. Two silk shirts set onto clothes already in it. Schindler moves across to a dresser and gathers socks froma 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 theother room, place it into one of the two suitcases on the bedand snaps the latches.

Wulken the jewelerworks quickly to form the melted gold into a band. It's crudebut it'll have to do; there's not a lot of time. With a makeshift engraving tool he begins etching a brief inscriptionalong the inner curve.

Schindler and Emilieemerge from his quarters, each carrying a suitcase. In thedark, some distance away from the Mercedes, stand alleleven hundred workers. As the Schindlers cross the courtyardto the car, Stern and Levartov approach, the rabbi with somepapers.

Schindler sees a list of signatures beginning below the typewritten text andcontinuing for several pages. He pockets it, this new listof names.

Stern glances awayto the assembled workers who are parting for Pfefferberg, Wulkenand a couple of others coming through. They reachthe group by the car and Wulken hands Stern, who hands Schindler, the finished ring.

Schindler sees thatit's a gold band, like a wedding ring. He notices the inscription and glances up to Stern.

Schindler slips thering onto a finger, admires it a moment, glances to Stern andWulken and Pfefferberg nodding his thanks, then seemsto withdraw.

Stern isn't sure heheard right. Schindler steps away from him, from his wife,from the car, from the workers.

He can't.

Schindler starts tolose it, the tears coming. Stern, too. The look on Schindler's face as his eyes sweep across the faces of the workersis one of apology, begging them to forgive him for notdoing more.

He rips the elaborateHakenkreus, the swastika, from his lapel and holds itout to Stern pathetically.

He completely breaksdown, weeping convulsively, the emotion he's been holdingin for years spilling out, the guilt consuming him.

From above, from awatchtower, Stern can be seen down below, trying to comfortSchindler. Eventually, they separate, and Schindler and Emilieclimb into the Mercedes.

As the car slowlypulls out through the gates of the camp and onto the road, Sternclimbs to a vantage point to watch. After several moments, the taillights are swallowed by the night.

A Panzer emerges fromthe treeline well beyond the wire of the camp and justsits there growling like a beast. Suddenly it fires a shell atnothing in particular, at the night - an exhibition of randomspite - then turns around and rolls back into the forest.

From a watchtower,a couple of workers, having witnessed the tank's display ofimpotent might, can make little sense of it. Below, many ofthe workers mill around the yard, waiting to be liberated. Noone seems to know what else to do.

Some Czech partisansemerge from the forest. They come down the hill and casually approach the camp. Reaching the wire, they're met by Pfefferbergand some other workers, rifles slung over their shoulders. Through the fence -

The partisan shrugs,Suit yourself, and wanders back toward the trees with hisfriends.

Five headlights appear out of the night, five motorcycles marked with the SSDeath's-head insignia. They turn onto the road leading to thecamp gate and park, the riders shutting off the engines.

Shapes materializeout of the darkness within the camp. Several armed anddangerous Jews.

As the cyclists filltheir tanks with gasoline borrowed from the camp, the workers keep their rifles pointed at them. The NCO in charge linesthe gas cans neatly back up against the wire.

He climbs onto hismotorcycle. The others climb onto theirs. And drive away.

A lone Russian officer on horseback, tattered coat, rope for reins, emerges fromthe forest. As he draws nearer, it becomes apparent tothe workers assembling on the camp yard, that the horse isa mere pony, the Russian's feet in stirrups nearly touching theground 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 oneman? The workers wait for him to say more. He waits forthem to move, to leave, to go home. Finally -

A few of the workerscome out from behind the fence to talk with him.

The Russian has tothink. Eventually he shrugs, 'no,' not that he saw, and climbs back onto his pony to leave.

He shrugs and giveshis little horse a kick in the ribs.

The Russian looksconfused, glances off. The quiet hamlet of Brinnlitz sits thereagainst the mountains not half a mile away.

Of course it is. Butthe idea that they could simply walk over there is completely foreign to them. The Russian rides away.

All eleven hundredof them, a great moving crowd coming forward, crosses theland laying between the camp, behind them, and the town,in front of them.

Tight on the FACEof one of the MEN.

Tight on TYPEWRITERKEYS rapping his NAME.

Tight on A PEN scratching out the words, "METAL POLISHER" on a form.

Tight on the KEYStyping, "TEACHER."

Tight on his FACEin the crowd.

Tight on the faceof a woman in the moving crowd. The keys typing her name. Thepen scratching out "LATHE OPERATOR" The keys typing "PHYSICIAN." Tight on her face.

Tight on a man's face. His name. Pen scratching out "ELECTRICIAN." Keystyping "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 thecity.

From somewhere, likea memory, echo the distant, plaintive strains of "GloomySunday."

A 78 of the melancholy Hungarian love song turns beneath the needle of a cheaphi-fi.

The door to the modest apartment opens andOskar Schindler is revealed inside. Theelegant clothes are gone but the familiar smile remains.

It's Poldek Pfefferbergout in the hall.

Things don't lookso great. Schindler isn't penniless, but he's not far fromit, living alone in the one room behind him.

Pfefferberg waitsout 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 reappearswearing a coat, steps out into the hall, forgets something,turns around and goes back in.

He comes back outwith a nice bottle of wine in his hand. He remembered that butforgot to turn the hi-fi off and "Gloomy Sunday" keeps playing as he andPfefferberg disappear down the stairs together-

Their voices fade.Against the empty hallway appears a faint trace of the imageof the factory workers, through the wire, walking away fromthe 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 overthe road of fractured gravestones winding through Plaszow. Tuffs of grass and weeds between the spaces.

A pick pries at oneof the stones, and - Thousands of mismatched fragmentsof unearthed stones on the ground like pieces of a jigsawpuzzle.

A workman's handsplace two together that fit, and - A wall under construction,a memorial made entirely of the recovered gravestones. Movingacross them, two letters of a name are all that remain ofone, four letters of another, then a full name, then half aname, three letters of another, two, and finally, only a Jewish star.