"THE GODFATHER PART II" (1974)

THE GODFATHER: PART II

Written by

Mario Puzo

Francis Ford Coppola

Based on a Novel

By

Mario Puzo

FADE IN:

The Paramount Pictures logo is presented over a simple black background, as a single trumpet plays the familiar theme of a waltz. White lettering fades in:

Mario Puzo's THE GODFATHER

There is a pause, as the trumpet concludes, and there is the additional title: - Part Two -

CORLEONE - DAY

standing impassively, like a young Prince, recently crowned King.

CLOSE VIEW ON Michael's hand. ROCCO LAMPONE kisses his hand. Then it is taken away. We can SEE only the empty desk and chair of Michael's father, Vito Corleone. We HEAR, over this, very faintly a funeral dirge played in the distance, as THE VIEW MOVES SLOWLY CLOSER to the empty desk and chair.

We can barely make out the funeral procession passing over the burnt-brown of a dry river bed. The figures move slowly, seemingly from out of hundreds of years of the past.

The MUSICIANS walking unsteadily on the rocky bed, their instruments harsh and blaring.

They are followed by six young peasant men, carrying the crude wooden coffin on their shoulders. Then the widow, a strong large woman, dressed in black, and not accepting the arms of those walking with her.

Behind her, not more than twenty relatives, few children and paisani continue alone behind the coffin.

Suddenly, we HEAR the shots of the lupara, and the musicians stop their playing. The entire procession scatters in odd directions along the rocky river bed.

The young men struggle with the burden of the heavy coffin, throwing it out of balance and nearly crashing to the ground. We hear a woman SCREAMING:

across the slain body of a fourteen year old boy, lying on the parched ground. In the distance we see four or five of the mourning women, the wind blowing their black dresses and veils, running up to the body of the boy. They begin to wail, and cry out in anguished Sicilian, as the widow, the mother of the murdered boy, holds her child in her arms, his fresh blood wetting her strong hands.

A boy, eight or nine, with wide, frightened eyes, being pulled quickly by the hand. This is VITO ANDOLINI, who is to become The Godfather.

The VIEW ALTERS revealing that he is being pulled along by his Mother, the Widow, across a field leading to the ornamental gates of a Baronial Estate of some forgotten Noble.

At various positions near the gates are men with shotguns, or lupara. The gates are opened; and the Widow and her boy are shown before DON FRANCESCO, a man in his sixties. He wears his trousers with suspenders, and an open white shirt sloppily tucked in over his enormous belly. He wears a hat to protect him from the white-hot sun, and proudly displays a gold watch and chain over his vest.

He sits in a chair, near a group of his men in the garden, listening to the Widow, who stands before him with her only son.

As she pleads, the Widow moves closer to the Don, until she has practically thrown herself to her knees before him.

Suddenly, she reaches under her skirt, where she has hidden a kitchen knife.

The boy runs as fast as he can out through the gates. Then there is a lupara blast. He turns, and sees his Mother flung a distance of five feet from the short range of the terrible blast of the shotgun. Then he sees the men turn their attention to him. One fires at him; but the boy is quick, and disappears into a grove of olive trees.

Two men roam the deserted streets of Corleone, carrying lupare. Every so often, they stop, and one shouts in a loud, almost singsong voice, like a fish peddler. Their names are MOSCA and STROLLO.

A family quietly eats their dinner. The father is the local policeman, as indicated by his uniform jacket and gun, hanging nearby.

One of the children looks up, about to speak. But the father sternly indicates that nothing must be said. They go on with their dinner.

The men continue walking up and throughout the streets, far in the distance.

Four little girls watch with wide eyes as their mother and father bind Vito tightly in swaddled cloth, and then lift him up to the side of a mule; counter-balancing a heavy load of firewood. The father looks at the boy's almost stoically calm little face.

He pulls the fabric over the boy's face.

The men continue on their night-walk, up to the plaza of the church.

The figure of a single man on a mule passes them.

The man on the mule makes his way out of the village and disappears into the distance.

We begin to hear, very quietly, the Waltz repeated once again.

huddled in blankets, on the deck of the ship in Steerage. He does not say a word. The Waltz grows louder as the VIEW ALTERS, revealing the hundreds of immigrant families huddled together with all their earthly possessions on their way to America.

Then, suddenly, the Waltz stops.

THE NEW YORK HARBOR - DAY

SILENCE. We glide past the Statue of Liberty.

VIEW on the IMMIGRANTS standing on shipboard silently; looking. Vito is standing with them, his eyes wide.

CAMERA MOVES IN on the statue, then MOVING PAST, on to the beautiful buildings of Ellis Island.

A tugboat pulls a barge brimming with immigrants into the Ellis Island harbor. Uniformed officials of the Immigration Service load them up toward the main building.

The hundreds of immigrant families sit on rows of benches in the great hall. Various painted lines lead to the steps and processing rooms above.

There is the babble of many interviews going on simultaneously, uncertainly, in different languages.

Vito is bundled in an old coat, with a large tag pinned on it: "Vitone Andolini -- Corleone, Sicilia."

He stands, moves up in the line, when several other immigrant boys, older than he, rush up an push him back in the line. Weak from the trip, he falls to the floor. The boys laugh, derisive in a language he cannot understand. He struggles to his feet, lifting his makeshift bags; staring at them in an icy hatred.

Three or four interviews are crowded into the small room; they are conducted in English. From the expression on Vito's face, and from the fragmented of the English, we realize that he doesn't understand a word of it.

The man waits, impatiently.

Vito doesn't answer. The Official pulls the tag pinned onto his coat and copies to down on his form, using a typewriter.

He hands the form to another official.

CLOSE VIEW on the form. The name has been entered as Vito Corleone.

Vito is stripped to the waist, as other immigrants wait.

The DOCTOR is just finishing his examination. He shakes his head, and then writes on the medical form.

Vito stares blankly.

He doesn't understand. The doctor turns to the Immigration Official.

UNDERGROUND PASSAGEWAY - MOVING VIEW - DAY

Officials move a group of immigrant men, including Vito, to the quarantine section of the Island.

The official stops at each doorway, and reads off a name.

The man moves into the room, and the group proceeds.

No one responds. The guard moves to the boy, reads his new name tag. And then, not unkindly:

He opens the door, and Vito enters the room.

The VIEW slowly begins to pull back, revealing this to be the view from inside the quarantine cell, where Vito stands on his bench, looking out to the statue through the barred window.

Then he turns, and sits in the corner. He is silent for a long time.

Then, in a sweet, pure voice, he sings to himself in Sicilian.

A nine year old boy, dressed immaculately in white, with a large white silk bow tied to his shoulder, moving slowly down the aisle of the church with a group of other children dressed in white. He has dark black hair, and his face is unmistakably similar to young Vito's. He moves slowly, his hands clasped around a golden missal. We HEAR only the pure voice of Vito in Sicilian, his sad song reaching out from the past, as ANTHONY CORLEONE, his Grandson, moves on the way to his First Holy Communion more than fifty years later.

MOVING VIEW ON THE PRIEST

and Altar boys, as he moves along the row of kneeling children, blessing them, and administering their first Communion.

CLOSE MOVING VIEW

as the innocent faces receive the Host; finally, the Priest comes to Anthony.

The lawns of this great estate on the shore of Lake Tahoe are covered with guests of a wonderful party to honor the First Holy Communion of Anthony Corleone, the son of Mr. and Mrs. Michael Corleone. A full dance orchestra plays music of the times on a pavilion bandstand built especially for the occasion. Speedboats roar through the water, pulling youthful waterskiers; and the pool and private harbor are filled with laughing, swimming guests. It is Fall of 1958.

He does, and a flash goes off.

KAY CORLEONE enters from the side, leading her four year old daughter, MARY, and MAMA CORLEONE to pose with Anthony.

She smiles as she leaves the photographer, and then lets out a weary sigh to Mama, as she touches the slightly protruding belly.

VOICE (O.S.) Oh, Mrs. Corleone.

A slender, aristocratic WOMAN in her late forties is waving to KAY.

Kay puts her arm around little Anthony's shoulder.

A confusion of cars; arriving and parking. The squad of parking attendants are supplemented by a whole team of the local Police, working as high-class parking valets.

A very beautiful, statuesque woman, though slightly drunk, DEANNA DUNN, slams the door of a powder blue Mercedes and hurries barefoot through the great stone gate.

She is followed by a harried, FREDDIE CORLEONE, dressed with flash in the Hollywood style, and carrying her shoes in his hands.

Deanna pauses reflectively a moment, allowing Fredo to get her shoes on.

She kicks off the shoes, giggling, and runs toward a waiter.

She extends her hand to him.

Disgusted, she turns around, and heads toward the music.

Rushing through the tables, waving an arm jangling with gold jewelry, and carrying several gift-wrapped packages, is a hardened and aging CONNIE CORLEONE. She is followed by a blond, and wrinkled-handsome escort named MERLE.

She throws her arms around her Mother, who returns the affection somewhat reproachfully.

A porch-like foyer of the boathouse, where a group of five or six men wait, some nervously. Some sit, and some pace.

MED. CLOSE VIEW

on one of these men, FRANKIE PENTANGELI, approaching his sixties, with gray hair (the little of it left). He's a bit scruffy, this morning's shave of his white beard is not perfect, and he seems tired. He is accompanied by an associate-bodyguard, WILLY CICCI; thin and dark, and also dressed up for the occasion. Frankie tries to get the attention of one of the waiters; a college-groomed young man in white sports jacket and black bow-tie.

Finally, he sees someone he recognizes, Fredo, and shouts out in a husky voice:

Fredo squints in his direction; finally recognizes him.

They get a good laugh at this fresh breath of New York.

The orchestra wears white summer sportcoats and black tuxedo slacks as they play a tango behind monogrammed music stands. A professional dance team, probably imported from Vegas, dance the tango for the excited guests.

A large and very beautiful room overlooking the lake. It is dominated by an enormous bar, behind which stands ALBERT NERI, discreetly in the background.

MICHAEL CORLEONE sits on a large sofa, his back to us. Standing to one side is a tired and somewhat uneasy TOM HAGEN. Standing before Michael is SANDRA CORLEONE, Sonny's widow; her daughter, one of the twins, FRANCESCA CORLEONE, and a handsome young man of twenty, GARDNER SHAW.

The couple sit themselves on the sofa opposite Michael.

VIEW ON MICHAEL, calm, thoughtful. One can tell that he has special affection for his niece.

There is a loud KNOCKING on the door; then Fredo's voice.

Neri goes to answer it, cracks the door open.

Neri closes the door, and Michael looks at the nervous young man.

They all smile, and rise.

They laugh; Michael moves toward them. Francesca throws her arms around him, and kisses her favorite uncle. The flushed young man shakes his hand heartily.

They all take their leave; Michael turns to Hagen.

Francesca and Gardner are greeted by her twin sister and their young friends, who squeal and embrace at the good news. Someone throws someone in the pool, and life is good.

VIEW on Kay - happy for her niece.

Michael sits in the darkened boathouse. Tom Hagen paces. Michael is looking at photographs. Neri stands over him.

CLOSE ON MICHAEL

studying the pictures.

CLOSE ON THE PICTURES

Snapshots of a middle-aged man, handsome, Italian. There is something familiar about him.

Michael looks at another picture. The same man. Only younger, and dressed in Sicilian shepherd's clothing. We remember him as FABRIZZIO...Michael's traitorous bodyguard in Sicily.

Michael puts the pictures down.

Michael glances at Hagen, who has been waiting in the room.

Hagen brings him a folder; then, as Michael glances through it:

Neri moves to the bar, to prepare Michael a drink.

Michael glances at Hagen, as though that last remark was unnecessary.

Michael doesn't want to see her.

Michael nods.

Neri opens the door; Hagen exits, and Connie steps in impatiently, followed by Merle.

Connie steps forward, kisses Michael on the cheek.

Michael is silent. Then he rises, and moves to the window overlooking the lake.

She turns angrily, leaving Michael standing face to face with Merle.

Merle puts out his cigarette and leaves, quickly.

The orchestra has struck up a "Paul Jones," where two concentric circles of young people march in opposite directions, until the music stops. Then they take whomever is opposite them as their new dance partner.

VIEW ON THE HARBOR AREA

Francesca and her twin, Gardner and their elite young friends roar out of the private harbor, to get up on the water skis. We notice ROCCO LAMPONE, move along a path leading to a separate and more private boathouse. A small covered craft approaches, ties off, and a group of three men step on to the pathway, shake hands with Lampone - and follow him to the large boathouse where Michael conducts his business.

He waves his hands, conducting, and singing. The piano starts a vamp, the drums uncertainly join in. A clarinet starts to play "Pop Goes the Weasel," and soon the rest of the orchestra is playing that.

They look to Pentangeli for approval. Disgusted, he goes back to his table, eating a handful of canapes.

Rocco ushers an older Italian, bundled up against the cold and wet of his boatride, to Michael.

The man shows respect to Michael, who quickly indicates that Neri should get him a drink.

The older man, JOHNNY 'BLUE BOY' OLA, gestures to his bodyguards, and they follow Lampone.

Tom shakes hands with Ola, remembering him, and his importance.

He gathers up some of his papers, as the three men remain silent, waiting for him to go before they talk. It's clear Tom doesn't want to be excluded.

Hagen nods and leaves. As soon as the door closes:

There's a KNOCK on the door; a moment, and then Rocco quietly enters and takes his place without disturbing the conversation.

The door opens suddenly, and standing there in his white Communion suit, is Michael's boy Anthony. A moment later, Kay appears, and takes the boy's hand.

Pause; she stands there a moment.

Kay closes the door. It seems as though Michael has violated some sort of promise to her by having this man here today. She looks up toward the first boathouse.

WHAT SHE SEES:

The covered launch, and Ola's three bodyguards, eating while they wait.

Moodily, the boy stops, turns, and walks back to his table of honor without answering her.

The orchestra has taken its break; now two couples in formal dress are performing the Quartet from Rigoletto.

VIEW ON HAGEN

sitting by himself, a little down, having a drink. He's waiting for Michael to re-summon him. SANDRA, Sonny's widow, sits opposite him.

Sandra gets up, still an attractive woman, and walks alone to the back path that leads to her home on the estate.

VIEW ON THE PAVILION

The returned orchestra strikes a big, show-biz chord, intended to command the guests' attention.

The orchestra LEADER raises his hands for silence, and makes an announcement over the P.A. system.

A big hand, as the smiling SENATOR introduces his WIFE by holding her arm up to the crowd, and then proceeds alone to the bandstand.

A little distance away, his beautiful son Anthony sits quietly, in an unmistakably morose mood.

We HEAR the applause and whistles echoing in the distance. Sandra stands in her bedroom, looking at the door. We SEE a photograph of SONNY, and also one of their wedding.

A moment goes by, and then Tom Hagen enters, closing the door behind him.

We begin to HEAR Senator Geary's amplified voice resounding over the lake. Hagen moves to Sandra. She takes him in her arms, comforting, holding his head against her full breast.

He moves to the dresser; pours himself a drink.

Sandra pulls Hagen to her, and kisses him passionately on the mouth.

Sandra knows he needs her. Slowly she begins to undress.

Applause. Senator Geary returns the microphone to the Maestro who adds:

He turns to a small Choir Master, who leads the Boys' Choir in a choral arrangement of "MR. WONDERFUL."

VIEW ON SENATOR GEARY

shaking hands with Michael, as Press Photographers snap pictures, showing the check; showing a special award of Gratitude from the State; Mrs. Corleone and Mrs. Geary; all together; Michael and his son; Senator Geary and Michael's son; and on and on. In the midst of this:

Michael indicates the boathouse a distance away, where Neri seems to be waiting for them. Then Michael leans to Rocco:

Rocco sets off; as more pictures are taken, and the:

Michael, the Senator, Neri and Rocco make a group in the dark, large room.

The door opens, and Hagen sheepishly makes his way in.

He addresses that to Neri, who resentfully goes to fetch the Senator a glass of water.

Michael nods, indicating that he should do so.

Michael is taken aback; he looks at Hagen.

Hagen is frustrated; all his information was wrong.

VIEW ON HAGEN

glances at Michael.

VIEW ON MICHAEL

makes no outward reaction.

VIEW ON GEARY

rising.

He is almost out the door.

Geary turns back.

Geary returns Michael's hard look; then laughs and leaves. Slowly Michael turns to Hagen.

VIEW ON HAGEN

embarrassed at being so off the mark.

Now the light has faltered, and the young waiters have put up the night lights. The tables are all properly set for dinner, with candles on each one.

The orchestra is playing quiet, unobtrusive dinner music, and many of the guests have begun to help themselves to the impressive buffet, under a party tent.

This, the table of honor, all raise their glasses and repeat the toast.

By now, the conversation has become exclusively Sicilian, with Merle and Deanna, looking from side to side like in a tennis match. Finally, Kay, to be polite:

Pentangeli is angry; but because it is Michael he is talking to, he keeps his voice low and represses his desire to shout.

Pentangeli takes his hat, and leaves.

By now the sun has fallen and the lawns of the Corleone estate are lit by moonlight. Beautifully dressed couples dance as the orchestra plays a foxtrot of the late fifties.

VIEW ON THE DANCE FLOOR

Deanna has been dancing with Fredo; she has gotten drunk and it teasing her husband by flirting with other men on the floor.

By now guests are starting to notice the disturbance; Michael is with Kay, and some friends; Rocco catches his eye.

VIEW on Kay, listening, embarrassed by her flashy sister-in- law.

VIEW ON FREDO AND DEANNA

Rocco passes by Fredo and whispers:

Without another word, Rocco grabs firm hold of her and whisks her out of the crowd.

Freddie mops his forehead, and moves to Michael.

A large group of Tahoe teenagers join the Corleone youngsters sitting around a large fire out by the harbor. Gardner and Francie, sitting arm in arm.

Little Anthony, in his white suit, sitting alone.

A taxi pulls up, and is signaled over to the gate by a policeman carrying a torch flashlight.

Connie and Merle enter; Merle tips the cop, and the cab drives off.

Kay and Michael dancing in the moonlight.

He has no answer for her; except that he loves and values her, and holds her tight, as they dance amid their guests, all dressed elegantly for the social event of the season.

The VIEW LOOSENS to show the entire, night-lit party.

A Cadillac limousine waits for some people inside the tacky, Las Vegas marriage mill.

Some quiet, informally dressed couples wait in the rear of the chapel; some talking, others sitting nervously.

A single organ plays some standard wedding music.

The VIEW PANS up to the altar, where Connie and Merle, in the same clothing they wore to the Tahoe party, are being married by a Justice of the Peace.

The Justice goes through the bored, simple ceremony, and we begin to HEAR an echo of the waltz Connie danced with her father, when she was married all those years ago in Long Island.

A dark car pulls up to the glitter of the neon facade. Albert Neri, alone, leaves it to the parking valets, and moves quickly through the automatic doors, into the main casino. We still hear the CORLEONE WALTZ.

Albert Neri enters the room; glances around a moment, and then heads toward the crap table, where a short, middle-aged man, KLINGMAN, stands by the pit boss. Several security guards of the casino, are at their posts.

Neri stands in front of him, smiling.

Quickly, Neri moves toward Klingman, and slaps him hard several times in the face, knocking off his glasses... Red- faced, Klingman gets down on his knees to pick them up once, again. Glasses on, he looks to his guards.

WHAT HE SEES

They stand, motionless.

VIEW ON KLINGMAN

Humiliated, Klingman moves across the casino floor, past a few interested gamblers, and his own people. Neri slowly follows.

A typical, Lido de Paris type of show is in rehearsal, as Klingman backs into the showroom.

VIEW ON KLINGMAN

realizes that no one will help him. He finally capitulates.

Neri keeps moving, then heads past the terrified man, sits down at a table, and looks up at the stage.

The neon lights that spell out "FRED'S PIZZERIA" go out; after a moment a man in an overcoat steps out, and turns to lock the door of his restaurant. The Corleone Waltz continues over this. He turns.

MED. CLOSE VIEW

FRED VINCENT, whom we remember as the Sicilian Fabrizzio. He moves toward his parked car. Gets in.

MED. LONG VIEW

The starter turns, and the automobile blows in a great explosion.

The waltz continues over the VIEW of the empty, but still illuminated pavilion. There is the debris of the great party spread over the grounds, which a silent crew of workmen are at work cleaning up,

He walks to the water line, and looks out across the lake. He picks up a stick, and throws it for the dogs; who go scampering after it.

We notice that a respectful distance away, there are bodyguards watching every move he makes.

CLOSE VIEW ON MICHAEL

looking across the lake. There is much on his mind. The SOUND of the waltz, begins to segue into the echoed music and laughter of an old Italian Music Hall from the past.

VITO CORLEONE is a shy young man of 23, holding his hat in his hand, being led down the crowded aisle of this Italian Vaudeville theatre by an energetic and fulfilled GENCO ABBANDANDO, his friend in America. This entire sequence is played in Sicilian.

VIEW ON THE STAGE

A tattered melodrama is in progress in Neapolitan. The sets are two-dimensional, and flap whenever there's an entrance or exit.

The hero, PEPPINO, is weeping as he sings about how he's left his Mother in Italy, while he is in this new country, America.

VIEW ON THE AUDIENCE

All poor, Italo-Americans. Genco finds a few seats, and leads Vito to them, stepping on a few shoes in the process. They have barely come to their seats, when an excited Genco nudges Vito, and points to the stage. People shout that they should sit down.

VIEW ON THE STAGE

There is a knock on the door, and a young girl enters, delivering a letter to Peppino in his tenement in America. The girl is pretty; and obviously the object of Genco's affection. The letter brings bad news. Peppino's Mother is dead. He weeps, and sings the final song, which most of the audience knows: SENZA MAMMA.

VIEW ON THE AUDIENCE

Genco is enthralled with the young actress. The people in the audience are singing along with Peppino.

VIEW ON THE STAGE

The actress, object of Genco's affection, makes a dramatic exit.

VIEW ON THE AUDIENCE

Genco pulls on Vito's jacket, indicating that now that his love is offstage, they should leave. Vito rises with him, and they make their way all the way down the aisle.

Genco hurrying down the backstage corridor, hoping to catch a glimpse of the actress. He is followed by Vito. Suddenly, Genco stops short.

VIEW ON VITO

watching. The two men argue in Italian.

But Fanucci grabs her easily by her slender wrist, and with lightning speed, produces a knife which he holds against her cheek. The impresario wrings his hands in agony.

Whereupon he begins to unlock the box which holds the receipts for the night's box-office.

VIEW ON GENCO AND VITO

hiding, watching. At first, Genco is enraged, as though he would rush up to help his enamorata.

Then he backs away. Vito looks at him shocked and disappointed in this cowardly behavior. Genco shakes his head, and points, as though to say that where Fanucci is concerned, there is nothing to be done.

VIEW ON FANUCCI

has released the girl. Her father pulls her away from him, and slaps her for no reason; then he pays Fanucci.

Genco and Vito; Genco leans against the wall, breathlessly, as though he's had a near escape.

Genco embraces his good friend, and they laughingly walk down the alley.

The stage door opens, and Fanucci exits, a sinister figure in white, moving down the alley just in front of them, into the night.

The two friends hold their breath, until he disappears.

Vito moves through the street, carrying groceries that he is to deliver.

It is cold, and so vendors are huddled around fires they have lit in old cans and drums.

He turns up an alleyway, and then stops.

VIEW UP THE ALLEY

With great strength, Fanucci lifts one of them up into the air and throws him down hard to the concrete; but another, holding onto his back, manages to produce a switchblade knife and awkwardly reaching around from behind the moving man, slits Fanucci's throat from one side to the other.

Fanucci groans like some great hurt animal. Blood pours from the deep, smile-like slit in his throat.

He throws the young man off his back.

VIEW ON VITO

stepping back in the alley.

VIEW ON FANUCCI

He takes off his white fedora, and runs down the alley toward Vito, catching the flowing blood in his hat.

The young attackers scurry off in various directions.

A tiny shop featuring imported food: trays of cured meats, prosciutto, copagole, mortadella lies on the counter covered with netting to keep away the thousands of flies.

Olive oil is sold in bulk, as well as wine, cheese and bacala.

Genco works here for his father, and is busy slicing paper thin prosciutto for a customer, by hand. Vito works in the back as a stock clerk.

Finished with his customer, Genco moves to his friend.

A customer enters; and Genco moves away to serve him.

CLOSE VIEW ON VITO

recalling what he had seen and thought.

A young man, one of those who had tried to kill Fanucci, runs down an alleyway, breathlessly. Then he stops, and looks behind himself. Whoever was following him is gone. He turns and walks ahead. Then the mammoth, white-suited figure of Fanucci leaps down before him from the fire-escape. He grins at the young man, and then raises his neck, showing the gruesome wound that marks his throat.

He takes out his pistol and fires point-blank at his attacker.

The very small, railroad type flat where Vito lives with his new family.

It is late at night, and he is exhausted.

He returns home; where his young wife, CARMELLA, goes through the silent ritual of preparing a simple meal for him. He sits and eats quietly.

Vito and Carmella enter the darkened bedroom, and approach a metal crib. Vito reaches down and takes the small hand of the baby between his thick peasant fingers. Carmella waits a respectful distance behind him.

The shop bell RINGS; SINGER ABBANDANDO turns to see a smiling Fanucci tipping his hat, like an old customer.

Immediately, Vito turns back to his work, and Signor Abbandando moves to Fanucci with a sigh.

Vito notices the two men talking quietly at one side of the store, while he goes about his work. Genco works his way closer to his friend.

Vito watches the heated, but inevitable transaction.

It is clear that he has something difficult to tell the young man.

Vito looks at him a while, as the old man struggles to tell him.

The old man nods, regretfully.

Vito takes off his apron, and leaves, passing the youth who loiters by the counter.

making his way from the store.

He turns, and Abbandando has followed him out of the shop, holding a basket of some groceries.

Vito and his wife sit quietly at the table; the two are quiet and sad.

Suddenly, we HEAR a noise, and Vito is astonished to see a young man, PETER CLEMENZA, leaning out of the window on the other side of the air shaft which separates their apartments.

Automatically Vito reaches over to the empty space at the air shaft, and takes the bundle of rags. Clemenza's round face is strained and urgent, obviously in some kind of trouble. Suddenly, he closes the window and there is activity that we cannot see in the other apartment.

Vito looks to his wife, and then closes the window and window dressing and takes the bundle into a private part of his kitchen and begins to unwrap it.

WHAT HE SEES:

Five oily guns. He immediately wraps them again, and carries them to a private closet, and hides it, and returns to his wife. He sits down back at the table; and she knows not to ask him what has happened.

Vito is walking through the crowded streets with a group of workmen; they all wear work clothes, and paper hats on their heads.

Vito looks to his left, and realizes that Clemenza is walking silently with him; by contrast, Clemenza dresses well.

Vito nods.

Vito, his face impassive, shakes his head 'no.'

Vito and Clemenza drinking wine; they've become friends.

Vito thinks, then nods.

The two men proceed up the hallway; Vito is impressed with the opulence.

Clemenza knocks on the door as though he is well known here; then rings. No answer.

Quickly and expertly he takes out a tool and pries open the door.

Vito looks in awe at the luxurious apartment, which features a fabulous rich red wool rug.

Clemenza immediately moves some of the furniture away, and drops to the floor.

Vito joins him, and the two begin rolling the rug. We HEAR a BUZZER RING. Clemenza immediately drops his side of the roll, and moves to the window. He pulls a gun from his jacket.

VIEW ON Vito watching. He moves so he can see out the window.

VIEW ON CLEMENZA

cocking his gun. Vito realizes that if the Policeman should pursue it any further he is a dead man. The Policeman gives up and leaves.

Clemenza puts away his gun.

The two men run up the steps, laughing, carrying the fine rug.

They are on their knees cutting the rug to fit the small room. Carmella watches, holding the baby SANTINO.

MED. CLOSE ON CLEMENZA

Like a professional, cutting quickly, with the proper tools. He sings as he works.

Clemenza knocks on the steel door of this downtown building. Vito waits with him, holding some packages; and another youth, TESSIO, tall and thin and deadly waits with them.

The door is lifted, and they are greeted by a bright, middle- aged Italian named AUGUSTINO who leads them into a machine shop.

Clemenza looks up on a higher level.

The men then quickly open the packages they've brought; revealing gun, including a more sophisticated machine weapon.

Augustino takes them and expertly begins to clean and prepare them.

VIEW ON THE BOY

wide-eyed... he shuts off the press; and takes out a shabby wooden flute. And begins to play a simple and pure melody.

CLOSE ON VITO

listening.

CLOSE ON AUGUSTINO

proudly smiling, as he prepares the machine gun.

CLOSE ON TESSIO

listening, smiling.

Tessio and Clemenza quickly load racks of cheap dresses.

Vito sits behind the wheel of the truck. He seems reserved, and we get the impression that he is studying every move his two friends are making.

Clemenza runs up a flight of stairs with an armful of dresses. He knocks on a door, and a pretty HOUSEWIFE answers.

He holds the dresses up and the woman seems interested. She handles a couple of them and stands aside so Clemenza can enter her apartment.

She holds the dresses against her body, Clemenza approving of each one; and then she goes to her purse and takes out five singles and gives them to him.

She holds one up, then another. She is torn. Clemenza shakes his head and straightens the dress on her body. His hand brushes her arm; she looks at him smiling.

She smiles back.

Clemenza jumps down the stairs, and out to the middle of the street, where Vito and Tessio are waiting in the car with some of the stock.

Tessio and Clemenza each take more armsful of dresses and divide the neighborhood.

The three part. Vito drives the truck off.

Suddenly, to his left, he sees the formidable figure of Fanucci.

He grabs young Corleone by the shoulder.

CLOSE VIEW ON FANUCCI

frightening, revealing the large circular scar, now healed.

Vito says nothing. Fanucci thumbs through the stock.

Fanucci takes a few of the dresses.

Vito smiles at him and nods.

He takes Vito's hands and clasps them in his own.

Fanucci turns with the dresses draped over his arms, waving to Vito.

Vito throws the truck in gear, and drives off.

CLOSE VIEW ON VITO

We know that throughout this encounter he has seethed with an icy rage.

He wife serves a dinner for her husband and his two friends. They discuss Fanucci as they eat.

Clemenza doesn't even bother checking for Vito's opinion.

Tessio and Clemenza regard him suspiciously.

Clemenza, irritated, makes a large belch, and washes his food down with wine.

Both Clemenza and Tessio are impressed with their young friend; his willingness to risk his life on his perception of the situation.

A ten piece Italian street band plays in front of the church to commemorate the first night of the Festa di San Gennaro. People swarm in crowds, delighted by the music, as out of the church four men carry the statue of San Gennaro down to the street.

The wheel stops; they both lose.

Vito has left while Clemenza jokes with the Priest.

Vito passes the booths of food, crossing toward a small and dark club.

We can still HEAR the crowds and music of the festa. Vito enters; the club is empty, except for the large white figure sitting alone at a small table. Fanucci barely acknowledges Vito as he joins him.

Without a word, Vito counts out two hundred dollars on the table. Fanucci looks, then takes off his fedora and puts it on the table over the money.

By now the musicians have left, but still families are walking the street, and stopping at the booths.

Fanucci stands there a moment; he is known by everyone, and considers himself highly loved.

Then Fanucci begins the walk through the festa, on his way home.

Vito silently moves along the rooftop; paralleling Fanucci's walk.

We HEAR the sounds of the festa, and every so often catch a glimpse of the patterned lights, and the crowds below.

walking through the crowded streets. The statue of San Gennaro is arranged in some midnight religious ceremony.

The VIEW LIFTS UP, to the rooftops.

Vito makes the leap that separates two buildings; then crosses toward the large skylight in the center of the building.

The procession in the streets is preceded by ten altar boys; and the glittering Monstrance, something of an altar carried out into the streets.

The priest begins this nocturnal service, as the crowds in the street kneel down in prayer.

Fanucci unlocks the door to his building; we can HEAR the services in the background.

Vito tries the trap door on the roof; it is stuck firmly shut; despite Clemenza's instructions. He struggles with it, but no luck.

From the distance, the Choir begins to Latin. Vito moves around the skylight, to an identical trap, tries this one; it opens.

performing the services in Latin. The ten altar boys are in attendance.

Vito reaches down into the trap, and pulls out the newly oiled gun that has been left for him. He slides down into the building.

Fanucci proceeds up the staircase with loud, heavy steps. An OLD WOMAN on one of the flights sees him, and immediately moves to her apartment.

She quickly disappears behind her door. Fanucci laughs, continues up, singing to himself. The MASS outside is always in evidence.

Vito climbs down from the attic, and finds Fanucci's rear door open. He slips in, and makes his way past the open windows, out of which pour the music and chanting of the Mass. Slowly and quietly he pulls them down, shut.

He moves quietly to a glass door, and peeks out.

WHAT HE SEES:

Three young women, Fanucci's DAUGHTERS, laughing and talking.

VIEW ON VITO

A slip up. Tessio had said they were out. He steps outside to the alley where he can look into the apartment.

CLOSE VIEW ON VITO

He begins to wrap the gun.

VIEW ON THE DAUGHTERS

Their father greets them with a kiss; and a little religious gift he has bought for each.

CLOSE ON THE GUN

wrapped in this primitive method of a silencer. The VIEW TILTS to Vito, caught in the dilemma of having to kill all or none of them. Then something catches his eye.

WHAT HE SEES:

A small gray alley cat is attracted to the young man, comes up to him and rubs itself against him. Vito rubs the animal, speaking softly in Sicilian, then, gaining its confidence, lifts it up and carefully lets it into Fanucci's apartment.

He steps back, holding the gun. We HEAR some Italian shouted in the house; a loud sound from the cat, and some of the thumping footsteps of Fanucci.

VIEW ON VITO

holding the wrapped gun, waiting.

WHAT HE SEES:

The white blob of Fanucci opening the door and cursing in Italian as he throws the cat out.

VIEW ON VITO

squeezing the trigger; the muffled, but still LOUD BLAST resounding in the building.

VIEW ON FANUCCI

He holds onto the door frame, trying to stand erect, trying to reach for his gun. The force of his struggle has torn the buttons off his jacket and made it swing loose. His gun is exposed but so is a spidery vein on the white shirtfront of his stomach. Carefully, as if plunging a needle into this vein, Vito Corleone fires a second bullet.

Fanucci falls to his knees, propping the door open, giving a terrible groan. We begin to hear the VOICES of girls inside the apartment.

Vito quickly opens his wallet, removes the two hundred, quickly fires one last bullet into Fanucci's sweaty cheek. Now the towel the gun was wrapped with catches fire, literally on Vito's hand; quickly he throws it to the ground, stamps it out...and disappears upward.

Vito moves like a cat along the rooftops; we HEAR the conclusion of the Mass down below.

CLOSE ON VITO

Pausing; we can SEE the great spectacle of lights and candles on the streets below.

He empties the gun of bullets and smashes the barrel against the side of the roof ledge. He reverses it in his hand, and breaks the butt into two separate halves against the chimney. He smashes it again, and the pistol breaks into barrel and handle, two separate pieces.

He then moves along the rooftop, dropping the two separate fragments into various air shafts.

The Priest, having completed the ceremony, follows as the Monstrance is carried off through the streets, as the Choir sings.

Vito is a dark figure, moving with agility across the rooftops.

The corpse that was Fanucci, stained with blood.

The statue of San Gennaro, followed by the altar boys.

Vito's wife; her baby and several friends and neighbors sit happily on the front stoop of their tenement. Some of the men drink wine poured out of a pitcher; we can still HEAR the music and night sounds of the Festa.

A neighbor is singing a Neapolitan song.

Quietly, without a word, and with only a momentary glance from his wife, Vito joins the little group; takes a glass of wine, and listens to the song.

CLOSE VIEW ON VITO

listening to the song. He reaches out and takes the small hand of his son.

The room is large, lit from the outside by a bright evening. We can see the outline of many toys on the shelves built along the wall. We see the dark figure of Michael Corleone enter the room and approach the bed where his son Anthony lies curled in messy blankets. Michael quietly arranges his small hands and feet and covers the little boy.

Suddenly, Anthony turns, his eyes open. He is staring, perfectly awake, at his father.

No answer.

He kisses his boy, and then turns.

Michael kisses him again.

The room is lit from a small night lamp on Michael's side of the large bed.

Kay is huddled in blankets, asleep. Michael closes the door to his room, moves to his side of the bed, and glances down to the pillow.

VIEW ON THE PILLOW

is a child's drawing of a long limousine, with a man in a hat sitting in the back seat.

An arrow pointing to him is marked "DAD." Under it, a nine year old's handwriting says: "Do you like it? Check YES __ I liked it or NO __ I didn't like it." Michael turns, looking for a pencil, and moves to the dresser, where he places a check next to "YES."

He starts to cross back toward his side of the bed, when Kay turns, almost in her sleep:

His eyes dart back to the curved, beautifully leaded windows of the room. The DRAPES are opened. Then, without a second's hesitation, he leaps to the floor, still holding his son's drawing, as a spray of machine gun bullets sweep across the windows; glass shattering all over the room.

Kay screams out; rising, still half-asleep. Michael crawls toward her, and pulls her down to the floor to him.

Then, for a moment, there is silence, soon filled by the shouts of men; as flashes of light sweep by the window, as guards with flashlights come running.

Michael holds Kay to him, knowing they have both survived, and then gently:

Suddenly, the great floodlights are turned on, bathing lawns in an intense blue light.

Groups of ordinarily dressed security men drawn in from all directions; a state of confusion prevails. There is no sign of the attackers.

VIEW BY MICHAEL'S HOUSE

Michael is joined by Rocco Lampone, his gun drawn.

Six men take up posts by Michael's house.

He returns inside.

The character of the summer estate has changed: bright floodlights illuminate the main points of entry: the main gate; the waterway; the stone wall that encompasses the estate on all sides.

Several men with flashlights reinforce the guard at the main gate.

VIEW ON THE KENNELS

The wire gates are opened, and the trained dogs go out yelping into the outer edge of the estate.

ROOFTOP One of Rocco's men turns the large floodlight scanning darkened forest areas, where men could hide.

Some of the bodyguards by the shattered windows of Michael's bedroom.

The curtains are drawn from inside.

Kay, the children, and some women servants have come down from the various rooms into the central living area, that can be most easily secured. The little girl is still asleep; they make you think of an immigrant family, with their blankets and frightened faces, all waiting in a central room.

Michael goes up to Kay, squeezes her hand, and whispers:

She says nothing; but her face expresses the anger she feels over the jeopardy Michael has placed his children in. She holds her young daughter in her arms.

The door opens, and Rocco enters. He quickly realizes he is holding his gun in plain view in front of the family, and puts it away. Michael moves to him, and they talk a distance away from Kay.

We HEAR loud shouting from outside.

Deanna, in her nightgown, has been frightened by the gunshots; while Fredo in his bathrobe, tries to get her back into the house.

The bodyguards, gracefully help Fredo bring the hysterical Deanna into the safety of the house.

Michael walks the short distance from his house, to the boathouse where he conducts his business away from his family.

A small group of bodyguards, carrying machine guns, make the walk with him from all sides, a respectful distance away. It gives the appearance of a lonely President moving in his compound, followed by teams of Secret Service men.

The boathouse is already secured by teams of men, hastily wakened from their lodge house; a barracks-like structure where reinforcements are lodged just for this kind of emergency.

Michael alone in the great room. He moves to a walk-in safe, quickly runs through the combination, and opens it. He takes out an envelope, and puts it into his pocket; there's a KNOCK on the door, and Hagen enters. He had been asleep, and has quickly thrown on a robe.

From outside the leaded windows, a disoriented Hagen sits down; Michael starts to talk to him; obviously about something very serious.

The patrol securing the boathouse, walk past the window. Michael says something to Tom, who rises, and pulls the drapes, obscuring OUR VIEW.

Michael talks intimately to Tom.

Hagen in very moved.

VIEW ON HAGEN

A man who has steadily declined over the last five years, realizing that total power and responsibility is being placed on him.

VIEW ON MICHAEL

taking out the envelope.

There is a KNOCK on the door.

The door opens; it is Rocco; Michael rises, after making a knowing glance toward Tom, and moves to talk quietly to a frightened and agitated Rocco.

A group of men with flashlights and guns lead Michael, Tom and Rocco to the stone bridge spanning the stream which runs through the estate.

LOW CLOSE VIEW

Michael's dispassionate face, looking down. THE VIEW MOVES to Hagen's, and then down to the murky water under the bridge, where we see the bodies of three strangers, lying in the moving water; machine-type guns nearby, with their throats cut. Light from the many flashlights illuminates the grotesque scene.

Several of the men wade down into the stream; Rocco helps, and even Tom steps down to get a better look at who they were. They are total strangers; Rocco examines the type of guns they used.

When they climb back onto the ground, Michael is gone. Everyone notices it, but no one says anything.

Hagen stands there, holding the envelope Michael had given him in his hand.

He realizes that now, he is the DON.

The men respond; Hagen makes the lonely walk back to the lighted section of the compound, which now resembles a prison camp.

FADE IN:

The Senate is in session; Senator Geary is on the floor during a vote. An aide approaches him, with a slip of paper.

The Senator steps behind his desk.

He flicks the switch of a small tape recorder.

The Senator immediately shuts the tape recorder off.

Hagen leans forward, and deposits a handful of paper on the Senator's desk.

Geary quickly looks through the paid markers.

There are more men on duty than usual; not that there are guns apparent, but it's clear that the boundaries are being patrolled.

VIEW BY MICHAEL'S HOUSE

Kay exits her house, followed by her children; she helps them into her station wagon like any housewife, and drives along the path leading to the main gate.

She's about to drive through, when one of the men steps in front of her, raising his hand.

We notice Hagen walking to them in the background.

VIEW THROUGH THE GATE

Hagen approaches the car; Kay gets out so they can talk away from the children.

He walks with her a little way from the others; the children run out of the station wagon, and start to play.

Angrily, without another word, Kay turns away from him, and walks to her children, ignoring the running station wagon.

The luxury liner making its way across the Atlantic.

The PURSER followed by several white uniformed associates knocks on the door of something designated the "Leonardo Suite." He is holding a telegram.

The door opens, and a tanned Merle peeks out of the door.

This entourage enters the suite, an impressive and beautifully spacious luxury suite. Connie is relaxing.

And with that, the men in white begin to pack Connie and Merle's luggage.

Connie and Merle are attempting to sleep in the miniature cabin in bunk beds. The little space is crowded with their trunks and luggage. Merle can barely hang onto the bunk, the boat pitches so violently below.

A train speeds across the countryside.

Inside the corridor, a porter advances, and knocks on the door of a stateroom. A voice tells him to enter. OUR VIEW enters with him as he carries a tray of lunch. From this POV we see Michael Corleone sitting in the compartment.

The porter does so; as he places the tray down, he catches a glimpse of a second person in the compartment with Michael.

The porter takes his advice and leaves quickly, closing the door behind him.

VIEW THROUGH THE WINDOW

Michael and his mysterious companion have lunch together on the moving train.

The empty parking lot of the Gulfstream track, on an off- race day.

Another car swings into the lot. Michael starts his car, and pulls out of the lot; the second car following.

Michael's car begins to slow down, allowing the other car to overtake them.

The overtaking car hesitates a moment, moving side by side with them.

Michael glances toward the driver.

Ola's car leads Michael's through a middle-class suburban area of $30,000 to $40,000 homes. There are small channels with sporting and fishing boats parked near the houses.

Ola's car pulls up in front of a very simple, tract-type home. Michael's car parks nearby.

Ola has gotten out of his car and walks up the little path to the front door. Michael waits.

Ola rings the bell, and after a moment, a rather pretty, middle-aged WOMAN answers, remaining behind the screen door. Ola says a few things to her and she disappears, leaving the door open.

Ola comes down the steps, looks at Michael, nodding to him. Ola then gets into his car and drives off. Michael walks up the walkway and enters the little house, closing the door behind him.

This woman, TERRI ROTH, is in the kitchen, looking out at Michael.

She hurries halfway up the staircase.

He continues upstairs; she goes into the kitchen.

Michael continues up to a small den on the second floor; we can HEAR the sound of a baseball game coming over the television.

Michael enters the den: it's very comfortable, but somewhat like a senior citizen's retirement home in Florida.

The old man touches Michael's hand, warmly.

He turns to Michael, turning the volume higher on the television, and moving closer to his young partner.

There is a KNOCK on the door, and Terri Roth pushes the door open with her hip.

She puts the tray down, and turns down the television.

The sinister Bussetta waits patiently in the rear seat of the car, outside Roth's modest house.

A black Cadillac moves down the street, slowed by the Festivities of the Festa that is in progress: people milling around, buying souvenirs at the many stands set up.

Sausage and grilled meats are prepared, just as they were years ago. Electric lights are strung from the street lamps, and brightly colored banners pronounce the "Festa of the Madonna."

MOVING CLOSE VIEW

Willy Cicci drives, frustrated that he cannot go any faster. Next to him, Frankie Pentangeli sits, catching a few seconds' snooze.

One of Pentangeli's button men gets out of the car, and steps into a small Italian restaurant; he exits quickly, and nods affirmatively toward Pentangeli's Cadillac.

The group of them step out quickly, men huddled around Pentangeli, and enter the restaurant.

The restaurant is quite empty, despite the excitement out on the street.

Pentangeli immediately sits at a table with a tall, dark, snappily dressed young man, CARMINE ROSATO.

Nearby, on the other side of the room is Rosato's brother, TONY, seated with a group of their men.

At another table in the restaurant is a table of Pentangeli's people: they are joined by bodyguards.

Pentangeli glances behind himself.

One of Pentangeli's men approaches with a plate of Italian food.

Pentangeli stands up, angered by this remark of Rosato's; he pushes the dish of food out of the surprised Bodyguard's hands.

Pentangeli walks out of the restaurant; there's a little tension between the bodyguards of the two factions.

He gives him the arm.

Frankie's face turns red, like he wants to have it out here and now; but Willy Cicci calms his down, and they all make their move out.

Pentangeli gets into the car.

He slams the door.

Part of the old estate of Don Corleone. By now, the wall has been torn down, and the other houses sold off.

His car is parked; Pentangeli steps out, still angry over the confrontation. As he approaches the house, he notices something strained about the bodyguards who discreetly guard his house. No one seems to want to tell him.

Pentangeli glances over to the front door foyer.

Pentangeli enters; he sees his WIFE, standing oddly in the hallway.

He knows it is very very serious for Michael to be here in his home.

He automatically moves into his study.

Michael stands quietly in the room. This was once his father's study, although it is totally redecorated. Pentangeli starts sweating, and moves toward the young Don, and kisses his hand.

He's terrified Pentangeli with his anger; then, just as suddenly, he talks quietly, calmly.

They embrace; Michael kisses him. He looks at the young Don, thoughtfully.

The money trays are carefully unloaded from the gaming tables, and put on a cart with others.

The cart, preceded and followed by security guards, is then wheeled through the casino, into a private, counting room.

The guards leave the room; the door is locked after them, leaving only Hagen. Neri and an ACCOUNTANT, a very fat man. The numbered boxes are opened, and cash and checks are spread out on the counting table.

The accountant begins with amazing speed and skill, to count and divide the money.

The accountant stops, and looks up to Neri.

Neri nods, and the accountant continues. Neri opens a door, allowing a sandy-haired man, a COURIER, into the room. The cream is placed into his pouch personally by Neri.

Neri has finished putting the 'creamed' money into the pouch.

He is just about to close and lock the pouch, when Hagen gestures that he should wait, and adds more stacks of carefully packaged bills into the pouch. Then Neri locks it, and handcuffs it to the courier's arm, looking inquiringly at Hagen.

The courier is shown out through a private door, and then the first door is opened. Two accountants come in with the guards, and the trays are opened, and the counting process is begun all over again, this time with the State Tally sheets.

The courier continues on his way; followed by Hagen and Neri.

This hurts Tom; but he is a reasonable man, and he knows he owes Neri some explanation.

Michael is led to a desolate, night-lit private dock. He is followed by the ever-present Bussetta, and they are helped onto a light-weight, luxury cabin cruiser. The crew cast off various ropes, and the boat sets out into the night.

FADE IN:

A seaplane lands nicely by the private Corleone harbor; Hagen disembarks with his inevitable overloaded briefcase. He continues down the ramp, past several Buttonmen, dressed in summer casual attire, and who resemble secret service men rather than thugs.

His wife THERESA lies on a blanket on the great lawn, with her youngest children, who run to their father for a kiss.

Hagen and Sonny's boys are throwing a football around on the lawn; the littler kids running after them.

Coals are burning in the old style stone barbecue, and several tables are set for the family.

In the distance, there is always evidence of the bodyguards.

Theresa, Mama and Sandra prepare the steaks.

Hagen relaxes in a sports shirt.

He crosses the lawn, to the house on the beach where Michael and his family live. Is about to knock on the door:

The football is flying in his direction; he catches it and throws it back. Then he cracks the door open, and peeks in.

He steps in, the beautiful summer living room is neat, but empty.

He moves through the house more quickly; into the dining and recreation room areas. A cat jumps off a pile of cushions and runs across the room.

Sandra has followed him into Michael's house.

Hagen rushes out of the house.

Hagen moves quickly out of Michael's house; moving across the lawn to the boathouse.

This time he ignores the thrown ball, and moves directly to Rocco, who is by some men near the boathouse.

They enter the boathouse.

The man hurries behind the bar.

He swallows the drink down in several gulps. And then looks up to his men watching him. He's embarrassed to have shown such weakness.

Rocco clears the men out.

Rocco gone, Hagen moves behind the enormous bar, and pours himself a giant drink. He drinks that, and calms himself.

A beautiful coastal view of a tropical Caribbean city. An extraordinary view, high buildings, palm trees, all set right on the bay.

MED. CLOSE VIEW ON MICHAEL

on the cruiser, Bussetta a little distance away, watching, but never speaking. The dark-skinned CAPTAIN of the cruiser keeps pointing repeatedly.

Michael and Bussetta are driven in a Mercury sedan, making its way through the streets of Havana.

CLOSE VIEW ON MICHAEL

looking out the window.

Michael is led through a beautiful wooden lobby of the hotel, done in Spanish style, apparently just recently completed. He is approached by a thin, mousy man, SAM ROTH, who ushers him toward the casino entrance.

He leads Michael into the main casino.

Sam turns to Bussetta and extends his glad-hand.

He gets no response whatsoever from Bussetta.

An extremely tall, well-built Cuban, tanned and wearing an attractive mustache, LEON, in his middle forties, reads from a prepared paper. His sentences are translated by a smaller man, standing to his rear.

THE VIEW BEGINS TO MOVE along the various men gathered for this meeting.

VIEW ON THE ENTIRE GROUP

Leon pauses to take a drink of water. Then proudly, he lifts a shiny yellow telephone for all to see.

He hands the heavy phone set to one of his aides, and it is passed in turn to each of the men in attendance.

MED. CLOSE VIEW ON MICHAEL

He receives the telephone, and glances at it before passing it on to Hyman Roth.

Michael passes the phone on to Roth.

General subdued laughter.

A CUBAN STREET - LATE DAY

Police are stopping traffic. Michael's Mercury is among the cars; a police officer, seeing that some important person is being driven, walks up to the driver. He leans forward, and says something in Spanish to the driver.

The driver, in turn, leans over to Michael.

Michael looks out the window.

They are moved over to some military truck, where they are frisked before being loaded.

All of a sudden, one of the civilian rebels breaks loose, and rushes toward the command vehicle. He hurls himself into the vehicle, as two police try to pull him out. A second later, and there is an explosion; the man obviously having hidden a grenade on his body, sacrificing his own life to take the life of the Captain.

There is a commotion, but the military quickly quell it.

CLOSE VIEW ON MICHAEL

watching. The police rush to Michael's car and guide it outside of the trouble area.

Some glasses; rum is poured into them; then Coca Cola. Quarter limes are squeezed.

Sam prepares the drinks for his brother, Hyman, and a group of men, including Michael.

A moment's hesitation, then a few of the men laugh. Now two Cubans in white carry a table which has a lovely small cake on it.

They all raise their glasses to the old man.

Roth glances at the cake and its inscription, is pleased.

Some laugh. He nods, and they begin to cut it, put a piece on plates, and carry them to the different men.

VIEW ON MICHAEL

is handed a piece of cake. Roth moves over to a folder of documents.

And seeing that all of his friends have been served, Roth raises his fork.

The various men look up as Michael eats his cake, wondering what the point of it is.

VIEW ON ROTH

He understands Michael's point, if the others do not.

And he returns his attention to the men who are gathered with him on his birthday.

Michael sits alone with the old man, on a terrace that overlooks the city.

He laughs slyly, as though this is some private joke between them. Then his laughter becomes a cough, which he painfully stifles with a handkerchief.

The telephone has just rung; Michael listens.

Michael is openly disturbed that Hagen is not there. He hangs up without answering.

Tom Hagen steps out of a taxicab a bit tentatively, and then steps toward the door of a pleasant New England house. He rings the bell and waits, hat in hand. A moment later, the door opens, and Kay is standing there.

Out to the yard, where we can see glimpses of little Anthony playing by himself.

The little boy, moodily by himself.

VIEW ON KAY

obviously moved.

VIEW ON HAGEN

listening, calmly.

VIEW ON KAY

There is a long silence.

Then Hagen shakes his head; he can tell her no more.

He looks at her; it's clear that he has been entrusted with her safety and her children's.

He is a kind, good man, and seems very nervous and overwrought.

VIEW ON THE WINDOW

Little Anthony is pressing his face against the glass pane, as though he senses the adults are discussing something of importance to him.

The Baccarat table. Busy, hundred dollar bills being played.

VIEW ON THE CRAP TABLES

The play is fast; pit boss presiding; but no sign of Fredo.

ANOTHER PART OF THE CASINO

We see Neri, ominous, presiding over the entire store. He picks up a pit telephone.

Fredo is entertaining two showgirls done up in feathers and what-have-you.

He takes the phone; we can catch a VIEW of the show going on from the wings.

He hangs up thoughtfully.

There is a light rain. Pentangeli steps out of his car; points to Willy Cicci.

He walks up the street, to the bar, where he is greeted by the tall, handsome Carmine Rosato. They shake hands. Pentangeli looks in his hand.

He puts his arm around Pentangeli, and they walk into the bar.

The bar is fairly empty; and very dark. Pentangeli and Rosato step up to the bar; the bartender momentarily stops polishing glasses to pour a couple of drinks.

He holds up the glass.

Suddenly, a garrote is thrown around Pentangeli's throat; and he is forcefully yanked back into the shadows, all the way into a wooden telephone booth.

MED. CLOSE - THE PHONE BOOTH

We see only Pentangeli's feet and legs, struggling. We HEAR the terrible sounds of a man being strangled.

CLOSE ON ROSATO

Calm, and then he sees something that disturbs him.

Suddenly, the side door opens, and a shaft of sunlight cuts through the darkness.

CLOSE ON THE PHONE BOOTH

Pentangeli's feet stop moving.

VOICE Okay.

Two figures race through the shadows and race through the doors.

We see that a patrol car had stopped for its routine visit. STUTZ, the second patrolman, is just stepping out of his car;

Pentangeli's bodyguard, seeing the commotion, leaps out. Three men, including Rosato, rush out. There is gunfire; Cicci is wounded.

The stricken Pentangeli comes back to life. He can barely move his lips.

He sees the patrolman leaning over him.

The Sergeant is on the car radio.

His wizened face, pale. Right now, though, his eyes have a sparkle as he watches three million dollars in cold cash being counted on a card table in front of him.

His brother Sam is present, and the sandy-haired Courier, a little nervous; the one who had left from the Tropicana with the Corleone skim-money. Also Johnny Ola. The money is evidently all there; Roth picks up a packet; probably a hundred thousand dollars, and throws it over to the Courier.

Ola leads the Courier to the adjoining room where two smartly dressed Military (Cuban) Police are standing, and a civilian. The Courier sees them, looks back to Ola. One of the police steps forward, placing the Courier under arrest; handcuffing him.

The other takes the packet of money, and hands it to the civilian, who places it in the briefcase he carries. The other officer kneels down and fastens leg manacles.

The Captain strikes him expertly across the side of his head with his pistol.

Ola closes the door on this scene.

Fredo Corleone steps out of a car, squints up at the sunshine and palm trees. He is holding on tightly to a small satchel, which he won't let the bellman carry along with his other things.

Michael and Fredo in a brother's embrace; they kiss each other. Fredo is still in his jacket, holding the satchel.

He glances up at Bussetta, who doesn't say a word. Fredo extends his hand.

Then Bussetta offers his hand back to Fredo.

He undoes the combination of the briefcase starts taking out cash. Then he stops, remembering that there's a stranger in the room.

Michael stands at Roth's door carrying the briefcase that Fredo had brought.

A hotel DOCTOR takes Hyman Roth's blood pressure, while his wife waits nervously.

The doctor is shown out. Roth gestures to the hotel man, who also leaves. Then he looks to his wife.

They kiss, and she leaves. Also Bussetta and Ola remain.

Ola locks the door; Michael nods, and opens the bag, spilling its contents on the card table.

Roth looks patiently at Michael, as though he were a child who hadn't minded the lesson that he had been taught over and over again.

Roth glances to Ola; he is not a fool; he realizes Michael has begun to suspect him.

He regards Michael silently a moment.

The old man turns, and moves in his slippers, toward his bedroom.

Michael closes the door, and moves down the hallway. He is followed by Bussetta, who had waited in the corridor.

A Havana extravaganza, with tall, beautiful showgirls done up in flamboyant, 'South-of-the-Border' Carmen Miranda costumes; the lead singer is a six foot blonde doing "Rum and Coca Cola" in that style. Her name is YOLANDA.

Michael rises, to be introduced by Fredo to some conservative looking Senatorial types, including Senator Pat Geary of Nevada. We notice Bussetta standing nearby.

Geary warmly shakes Michael's hand.

They all make themselves comfortable. A waiter with a tray of drinks appears.

Laughter.

The various tropical drinks are distributed.

They all join in.

By now the group has made its way into the casino. Some of them are crowded around the crap table; Senator Geary is with the enormous and beautiful Yolanda, who barely speaks English. There are other girls with some of the men; not with Michael, who gambles dollars while talking to Corngold.

Johnny Ola approaches Michael.

Michael follows Ola toward the Baccarat table; a watchful Bussetta moves, a distance away, with them.

We can see Senator Ream at the table, making thousand dollar bets on the Bank.

Fredo puts his arm around his brother; he is high with the first attention Mike has ever given him, as though finally he is being taken seriously; as though his brother needs him.

Our group are in a large Havana bar; the walls totally covered with hundreds of fifths of different types of rum and other liquor.

A couple of the girls from the show are out with the men; Yolanda herself is giving them a private song and dance.

Fredo is a little loaded, and especially attentive to Michael this night.

CLOSE ON MICHAEL

A growing feeling about his brother.

The street is lit with tons of neon signs; it is alive with people; some roving bands of musicians. Everywhere are little boys running around, begging for money. And in doorways and windows are silent, dark-skinned women.

A large room with a succession of platforms arranged step- like around a circular area which becomes a stage.

There are a hundred or so people, practically all men, tourists and business men, standing on the different levels, forming the audience.

In the center of the stage is a thick, telephone type pole, to which is tied a young Cuban girl, in a flimsy white sacrificial slip. A small band, mostly drummers, play some Latin music.

VIEW ON THE ARENA

Now two high priestesses, scantily clad, bring in a tall and muscular Cuban, done up in chains and loin cloth, as though he were a captured slave. This is SUPERMAN

VIEW ACROSS THE MEN TO THE STAGE

Some preliminary pornographic proceedings go on, as the priestesses lead the slave to the virgin tied to the post. The music is percussive and wild.

MED. VIEW ON THE MEN

CLOSE on Michael turning away. Not because of the spectacle which he finds disgusting, but at what his brother is saying.

If Michael would ever allow himself to cry, it would be now.

FADE IN:

Michael is alone in his bedroom; it seems as though he hasn't slept very much, but sits by his window, looking out at the city. He is troubled and tired.

His radio is on:

This street in Havana is like a Caribbean tourist city with no indication of the revolution in progress.

Michael walks along the street, alone, past the Cubans on their way to work; past the American ladies who have gotten up early for their shopping spree.

One full block away, Bussetta rides in the front seat of the dark Mercury, driving slowly, giving Michael his privacy, but never letting him out of Bussetta's sight.

CLOSE ON MICHAEL

watching.

VIEW ON MICHAEL

glances back to the dark car following him. In a moment, it pulls up to him, and he gets into the back seat.

standing by his car, looking through the cyclone fencing that borders this military training camp operated by the American Army near the city.

CLOSER VIEW INTO THE CAMP

A street singer, followed by a guitarist sings Jose Marti's words of "Guantanamera." It is solemn, as though it is a song of protest, a song of the revolution.

Nearby, in a restaurant, Michael has lunch with Fredo.

Michael turns, distracted for a moment at something the singer has sung.

Fredo realizes what he means; looks immediately to Bussetta, who had been sitting near the door and the musicians. He is gone.

The first time ever away from Michael, moving toward us quickly. He stops, knocks on the door of Roth's suite. Then quickly for a man his size, he moves without noise to the adjoining door, opens it with a key, and disappears inside.

A moment elapses on the empty corridor, and then a roused Johnny Ola, opens the first door. He steps out into the corridor, to see who had knocked. Confused, he is about to return inside, when Bussetta easily breaks his neck in two from behind.

as Bussetta quietly pulls the limp body of Johnny Ola, his head bent at an impossible angle, and lays it at the foot of the couch.

Guards who are regular troops patrol the Palace in twos, carrying machine weapons.

Now an elite officer, checks the identification of the various cars carrying dignitaries, as they are driven up to the Palace. The one being inspected at the moment contains Fredo and Michael.

We can see the beautifully dressed people on their way to the reception, and sense the cheerful mood of this New Year's Eve.

Bussetta bends over Ola's body, tying the wrists and knees with electrical extensions. He then easily carries the body to the small balcony which all the rooms have.

Bussetta swings the body over the side of the balcony railing; tying the extension cord to the railing, and suspending the body so that it is invisible both from the inside and out during the night.

The PRESIDENT, his WIFE and six oldest CHILDREN great formally the many beautifully and affluently dressed guests. He speaks to them in Spanish, as one by one they file to him.

Michael and Fredo are presented in a group with several other Americans, including several of the American businessmen with interests in Cuba.

The excitement of the night is beginning to build; people are out in the streets; poor people, but they are enthusiastic and lively.

Bussetta delicately picks up a small satin cushion that had fallen from the couch, and replaces it as though nothing had happened. Slowly he cracks the door open which adjoins Roth's bedroom. There is a slight commotion; whispered voices.

CLOSE ON BUSSETTA

realizes that this is the man he is to kill.

CLOSER VIEW ON ROTH

He is alive; breathing hard with his mouth dry and open. The doctor examines him, and then gives instructions to the orderly who carries him out, presumably to the ambulance.

Bussetta closes the door on this VIEW.

An orchestra plays for the guests, as an army of waiters serve champagne and hors d'oeuvres. Michael relaxes with Senator Geary, Major Leon, and several of the Americans.

Michael glances at his watch; Fredo concentrates on this.

The ambulance makes its way up to the emergency section of the hospital. The orderlies quickly carry the old man inside. His wife and the doctor, and several of his men, follow in another car.

THE VIEW ALTERS

and we see Bussetta waiting in the shadows.

The growing crowds of Cubans begin their celebration.

A full sitdown dinner is being served the guests. Michael sits at a table at dinner with several of the distinguished Cubans, and some of the American businessmen.

Fredo looks up at Michael.

In the back of the room, we notice the detachment of military moving quickly through the reception room on their way to the President's private quarters. Michael notices it as well.

The activity at the end of the hall has come to rest; we can tell that the doctor tells Mrs. Roth that she should go, the old man will be taken to a room where he can rest. Gradually, these people leave him in the care of the hospital staff.

Bussetta watches from the distance of the hallway; after the old man has been moved, he quietly walks down the hallway to the room.

VIEW ON BUSSETTA

hears footsteps, quickly steps away from the door, and into another room.

Some nurses and attendants speak to the nurse in the room in Spanish; one has brought a small bottle of wine, and obviously they are inviting the nurse to have a New Year's toast with them. They laugh; and the nurse steps away from the room for a moment.

Bussetta moves slowly back into the room, alone with the helpless Roth.

seeing in the New Year; a great banner is hoisted up in Spanish, welcoming 1959.

Hands are shaken; kisses exchanged.

MED. CLOSE VIEW

Michael and Fredo in an embrace; they kiss one another.

He kisses his brother once again.

Slowly, understanding, Fredo backs away from his brother, taking the kiss another way.

A little distance away, Major Leon notices an old woman, one of the President's maids, moving across the alcove, carrying her suitcases.

The gathered crowd joyously welcomes the New Year. We notice the continual military movement.

Bussetta raises a hospital pillow, and easily begins to smother the thin old man, who can barely struggle.

OUT IN THE HALL

A detachment of military move quickly, accompanied by some of Roth's men, as though they have important news that must be dealt with.

They pass the small group of aides and nurses welcoming the New Year.

Seeing them, the nurse assigned to him, puts down her glass and moves quickly to the room.

She opens the door, and lays bare the sight of Bussetta smothering Roth. Bussetta turns quickly; and one of the military takes out his pistol and shoots several times at his head.

The entire reception has been disrupted for an announcement; all the guests in their formal dress and evening gowns, standing with frightened faces like first class passengers on a doomed ship. The President himself, his back to our VIEW, is making an announcement in Spanish. While he speaks, we notice continuous movement of his personal staff, carrying suitcases and possessions.

The crowd is stunned; already whispers are moving throughout the guests.

The only one who is not completely taken off guard is Michael, who quietly steps back, and disappears from the room.

By now, there is only one thought among the guests: how can they get out, and with what.

We see evidence of the confusion at this late hour; already cars are beginning to move; people leaving the Palace in haste. Michael moves quickly toward his car. He sees Fredo, watching him in fear.

VIEW ON FREDO

Terrified of his brother, and what he knows; Fredo backs away into the growing noise and confusion of the crowd.

VIEW ON MICHAEL

Finally, he has to step into the car and it roars off.

Rebel cars with loudspeakers have already picked up the news that Batista has conceded...this throws the crowds already gathered for the New Year into cheers of joy.

They harass a wealthy family who are trying to get away in their car.

The people pull them out of the car, opening their suitcases, out of which spill piles of cash and jewelry into street.

Michael's car makes its way as the crowd cheers: "El animale se fue!"

Crowds of panicked and frightened tourists, and Batistianos are trying to get to the safety of the Embassy with the families and possessions.

We see Geary, and some of the Americans we had met, working their way through the crowds, shouting that they are Americans in order to get preference on the line. Often that declaration brings 'boos' from the crowds.

Sometimes the joyous Cubans will let a family through, but again, taking away the suitcases, rich leather, filled with money and valuables. Money seems to be stuffed everywhere.

All forms of private transportation are jammed with people trying to get out, holding cash in their hands for anyone with a yacht or small boat to get them to Florida.

A car pulls up; and we see Sam Roth, Terri Roth and some of their men, carry the sickly, but still alive Hyman Roth to a private cruiser which is protected by men with machine guns.

Within seconds, they are on their way to Miami.

Things are no different at the airport; where anything that can fly is being jammed with refugees and their money.

A wealthy family is arguing with the pilot of a fast airplane; trying to force cash on him, and his family into the plane. The PILOT steadfastly refuses, although checking his watch, as though his passengers are late. He speaks only English.

Finally Michael's Mercury pulls up, and Michael approaches the Pilot.

The Pilot lets Michael in, as the Cuban screams curses at them, and begins searching for another plane for his family.

as the propeller turns over.

Groups of the cheering, celebrating Cubans sing "Guantanamera," now as a song of triumph.

Closer to him, his personal and business life caught in the middle of history.

He stops to pick out some choice oranges and peaches from a fruit stand. Then he reaches into his pocket for change.

CLOSE VIEW ON VITO

Despite his new position of 'respect,' there is little changed about his home. Only that they have lived there a while now, and the rooms are fuller with the inevitable possessions a young family acquires.

He kisses his wife, who seems a big apprehensive. He shows her the fruit; and from her reaction knows she has something on her mind.

They step into the tiny parlor, where we see an older woman, waiting nervously.

He seems surprised; looks to his wife.

Vito nods to the frightened old woman.

Carmella breaks into a smile; which her husband des not acknowledge.

The old woman starts to leave the room; but she is not convinced.

SIGNOR ROBERTO, a pompous, rather well-dressed Patrone angrily walks down the steps of one of his tenement buildings.

He carries a check list, and makes marks with a pencil concerning the condition of his various buildings; a broken window here, some missing tile there. He bends over to pick up some garbage left by a thoughtless tenant, muttering to himself, when he sees the shoes and legs of a young worker.

He rises to be face to face with a polite Vito Corleone.

Signor Roberto brusquely answers, and continues on his way.

MOVING SHOT ON THE TWO

Vito reaches into his pocket, and takes out a roll of bills.

Vito raises his hands in surprise; his voice is reasonable.

Without a word more, Vito leaves a hypnotized Roberto standing in front of the tenement, his hand clasping the money.

A thin young man, almost gawky, walks down the street in this Italian neighborhood, his name is HYMAN SUCHOWSKY.

He carries his tools as he comes home from work. He is pursued and tormented by a couple of Italian youths, about his own age, eighteen.

He tries not to be intimidated; finally one of the boys, steps in front of him and stops him.

An amused Peter Clemenza steps forward from a local coffee house, to preside over the fuss. He's a 'big' man in the neighborhood, and loves a fight.

He giggles at his own joke.

The boy doesn't answer, tries to keep going.

And with that, he rounds a blow squarely to the boy's face, sending him sprawling to the cement, his tools flying with a clatter.

The other Italian immediately joins in with a few kicks to the boy's stomach. Hyman tries to fight back; grabs a hold of his tormentor's foot, and brings him down on the cement as well. For a moment, they are rolling around on the sidewalk, two against one, Hyman taking the worst of it.

Clemenza pulls him off, and kicks him in the ass.

The boy seems agreeable.

He leads the boy down the street, whispering to him, on the side:

A newly acquired warehouse, stocked with cases of the new product "GENCO PURA" olive oil. It is the beginning of a new business, in the American tradition. Now they have one rattling old truck, and a few stock boys.

Genco has become the accountant-business manager, based on the experience working with his father. But it is clear, that Vito is the leader, and undisputed 'President' of the new enterprise.

Genco moves through the darkness of the warehouse, to the small divided area that Vito uses as his office.

Vito nods that he will see him; and soon Roberto enters, on tiptoe, his hat in his hand, and in a apologetic voice.

Then abruptly, he puts the roll of money on Vito's table, and steps back a respectful distance.

Vito embraces him warmly.

He quickly takes his leave, bowing several times, and then makes it back to the safety of the warehouse; he sighs, deflates his lungs, and mops his brow; his bones have turned too jelly with fear at his narrow escape. He all but runs out of the warehouse.

Genco laughs as he watches.

Clemenza has been waiting with his new mechanic. We notice the subtle difference in the way he treats Vito. He is no longer a junior apprentice in their petty crimes; but an imposing leader.

Vito looks over the lanky young man.

Genco is out in the alley; he calls out with glee.

Vito moves out to the smiling Genco; Clemenza and the newly christened Hyman Rothstein follow a distance behind.

Genco stands beaming, as two workers raise up high, the freshly painted sign: "GENCO OLIVE OIL COMPANY."

The young men watch as the sign is hoisted into place. OUR VIEW goes from one to the other: Clemenza, Genco, Vito and Hyman Rothstein.

Willy Cicci, Pentangeli's associate and bodyguard takes a drink of water.

VIEW ON SENATOR KANE

A thin, angular Baptist with a Mid-Western accent.

The Senators treat Cicci with a surface courtesy, as if he were a curious kind of animal, not really human. Cicci reacts to this by being even more brutally forthright than he has to be, to show his contempt for what he considers a hypocrisy.

The VIEW ALTERS from Senator Kane to the Committee's attorney, Mr. Questadt.

A limousine pulls up at a private area near the side of the hotel. Michael exits the limousine followed by Hagen and Neri.

Michael smiles to him, but it's a cold, deadly smile.

DAY

A Corleone bodyguard waits outside on the balcony overlooking the pool area. Through the translucent draperies, we see a grouping of me.

Michael, Hagen, Neri and Rocco are seated in this luxury in the hotel. Michael sits in a comfortable chair in his apartment. Neri comes and brings him a drink without asking, but Michael refuses it.

Hagen nods.

Neri comes around with a wet face towel, which Michael uses to cool his eyes. He puts the used towel down on the table.

They know what he means and leave the apartment, going out to the balcony where we can see them but they cannot hear. Only Hagen remains.

Hagen pauses; doesn't know how to begin.

After a moment:

The first snow of the New Year has fallen; the trees are bare, and there is hush all over this part of the Sierras. Michael is driven in his car, looking out at the familiar sight of the home he has been forced to be away from.

VIEW ON MICHAEL

looking out from his window. The last time he had seen the estate it was warm, and the trees were full.

The Grandchildren are in school now, and so the estate is especially quiet. Although there are signs that children live here; a bicycle, a sled, a swing and gymnastic set, wet and with a rim of snow still on it.

to the outside, where Michael walks slowly. He stops and looks at a little Italian red sportscar made for children.

He moves toward his and Kay's bedroom, where we can HEAR the SOUND of a sewing machine running.

Quietly he opens the door.

VIEW ON MICHAEL

stands there a moment, watching, not making a sound. And then without a word, he steps back, and closes the door, so that she doesn't see him.

VIEW FROM INSIDE THE HOUSE

onto Michael, moving outside, walking through the snow, he moves to the house next to his own.

This is the house where Mama lives with Connie's children, Connie so rarely is there.

He steps in; his mother is asleep in a chair in the living room. He moves to her, and bends low, whispers.

She opens her eyes, which are red and small with age.

FULL VIEW IN ROOM - MICHAEL AND HIS MOTHER

Quietly we HEAR the music of a small band playing an Italian march. From the orchestration, we know it is from the past.

Vitone and his young family: Mama, Santino, Fredo and the baby Michael are met at the small station in Sicily by friends, and Mama's relatives. There is a small band, playing for the occasion. A small man has brought a motor car to pick the family up; and there are certain dark men, with shotguns slung over their shoulders to preside over the occasion.

The family is helped into the car; the luggage is packed on the roof, and the car drives off. The second car, with bodyguards following.

The villa is bloomed with flowers and DON TOMASINO at this point is a man in his late twenties. He embraces Vitone and pats the heads of his children, and leads them all into the garden.

A sumptuous table is set for the visiting family from America. There is a warm atmosphere as Vito, his wife and children eat. Tomasino and his family received presents from Carmella and to Tomasino's mother, and gifts are given to all of the children.

All typically American representing some of the prosperity and interests in the consumer goods that followed a great war.

The family exits the church on the plaza of the town. Vito shakes hands warmly with the priest.

The door is open -- the footsteps of a man enter the room. We follow these footsteps without quite knowing to whom they belong. They lead us to a bed, where we see asleep an OLD MAN. He sleeps in his undershirt and is sweating, covered by mosquito netting.

We remember that the man is MOSCA, one of three men, who almost twenty years before had hunted down Vito when he was a boy. With lightning speed, Vito slashes through the mosquito netting with a knife. And with the movement precise as a butcher's he disembowls this man.

Vito has brought his wife and children to see the Olive Oil Depot which is the link to his New York importing business. They go inside.

They are led by one of Vito's associates through rows and rows of large vats of olive oil. Vito very proudly shows his associates in Italy the olive oil can that will be used in the United States. They all stand around at the link to their new importing business and share a toast of wine.

A team of Sicilian fisherman are at work mending their nets. One sings accompanied by a guitar.

VIEW MOVES TO ONE OF THE OLD FISHERMAN

He is recognized as the second of the men who had hunted Vito down. STROLLO. As he walks we notice there is a figure that is moving through the drying sails and barrels, it is Vito. He moves quietly, stepping up behind the old man. In an instant, he has thrown a garrote around his throat, twisting it tight, so that there is very little sound.

Then, almost silently dragging him through the space hidden by the drying sails.

We see an old car approach. Its driver is the young Tomasino. Sitting in the car with him is Vito.

The car stops at the gates, and an old guard sees and recognizes Tomasino, opens the gates allowing them to enter.

We notice in a little distance in the rear, there are some younger shepherds with shotguns thrown over their shoulders.

The old man and his eyes glance up at a notion of a man who has taken the name of this town as his name.

Tomasino respectfully puts a can of olive oil where the old man can look at it. The old man nods, accepting the notion of this business.

Vito takes those several steps, so that he is standing right in front of the old man.

VIEW ON DON FRANCESCO

looking up, squinting against the sun.

DON FRANCESCO'S VIEW

Strangely backlit, almost blurry image of the young man from America.

CLOSE VIEW ON THE OLD MAN

The recognition of the name throws a shudder through him. It is as though he recognizes that this is the boy; the son of his old enemy, whom he had killed, and whose sons he had tried to wipe out. The old man raises his feeble hands signalling his guard, and in his weak voice, he shouts:

But he is too late; Vito steps forward.

And uses the knife, ritualistically plunging it into the old man's belly, and then up to his throat, which is severed.

VIEW ON TOMASINO

has drawn his pistol and quickly shoots one of the guards, helping Vito to escape back into the motor car.

VIEW ON A GUARD

raising his shotgun.

VIEW ON THE MOTOR CAR

Just as Tomasino is about to get into the car, the shotgun is fired, and he is hit in the legs.

Vito manages to pull him up into the car, and they make their escape.

Some of the townspeople have come bringing flowers and gifts for Vito and his family.

His wife is radiant with the flowers given her.

The train has arrived and the crowd shout "Ciao, come back soon."

THE VIEW ALTERS

revealing his good friend Tomasino, waving from his wheelchair.

VIEW ON VITO

and his wife. She holds up the baby Michael, and helps him wave his hand.

GODFATHER?

There is a pause for a while, while the New York Senator poses for the TV cameras and leaves the hearing so that he will not be associated with hearing the rough stuff.

Michael had checked this point with Hagen, before answering, and then once again after the answer.

A pause. Silence, as the Chairman whispers something to his assistant.

Tom Hagen takes a paper out of his briefcase, and addresses the Chair.

At this point Senator Rogers contemptuously walks out of the hearing room.

The television cameras have documented this moment, as Hagen hands the document over to the committee lawyer.

An army post somewhere in the East. It is safely guarded.

where Pentangeli is being held by his constant companions, the two FBI MEN.

FBI MAN #1 Get a good night's sleep. We got a new suit, new shirt, new tie, and I'm going to shave you myself. Tomorrow we want you to look respectable for fifty million of your fellow Americans.

FBI MAN #1 We have a special home for you for the rest of your life. Nobody gets near you. You're not going any place.

FBI MAN #2 You live like a king. You'll be a hero. You'll live better in here than most people on the outside.

FBI MAN #1 Why'd you do it, Frankie? After all these years, why'd you turn against him?

A somewhat frightened Fredo Corleone sits in the easy chair overlooking the lake in this canopied section of the boathouse. Rocco sits with him.

Michael is in the dark room with Hagen and Neri.

Fredo sits on the couch. When Rocco sees Michael, he automatically takes his leave. Michael sits in the chair opposite Fredo.

Fredo gets up, walks to the glass panel that separates the terrace from the lake.

Michael turns, and starts to leave. A frightened voice behind him:

Michael doesn't stop, doesn't turn back. He continues off through the veranda, and out the summer doors.

Neri stops by him.

Michael leaves.

Five cars brimming with Army guards and Agents are waiting to move Pentangeli. There is one empty car.

The two FBI Agents are helping Pentangeli get dressed. He's in brightly colored striped shorts and bare-chested. The Agents help him with the shirt and tie. One holds out the trousers but Pentangeli ignores it and looks at himself in the mirror.

FBI MAN #1 Ready, Frankie.

The Agents open the door, and precede him, surveying the area. They check the cars waiting, each with two Agents. They check the gate and note the military sentries. Then they stand aside, and let Pentangeli come out. They get close to his side, and it is obvious they will protect his life with their own.

The Agents put him in the front seat of the empty car, and get in with him, one at each side. Another Agent drives. Now, the first cars start out; the Sentries opening the gates, and letting the caravan pass.

An Army supply truck comes very close to them, and the Agents next to Pentangeli become very tense. Pentangeli grins. Then the truck passes on, and they relax.

The room is crowded with TV journalists, cameras, etc. We pick Pentangeli up, closely guarded, being led to witness chair.

Pentangeli is seated, and made to take his oath. FBI Agents are all around him.

VIEW ON HAGEN

waiting at his long table, very nervous. He seems startled by the appearance of Pentangeli.

VIEW ON PENTANGELI

catching Hagen's eye. It's as though he is pleading for some kind of understanding of the fact that he has become a traitor.

VIEW ON HAGEN

cold; then he turns away.

VIEW ON THE ENTRANCE

The bustle is settling down; then Michael Corleone enters, and with him is someone very peculiar and out of keeping for this setting. A burly-chested imposing man of middle age. Very powerful-looking with frightening magnetic eyes. His dress is odd: boots, rough tie, and shirt. He could be the tenor out of a Sicilian opera. He is clearly a country Don, direct from Sicily, and he dominates the room.

VIEW ON PENTANGELI

At first his view is blocked. Then he sees Michael and is a bit shamefaced, but still defiant.

VIEW ON PENTANGELI

He is terror stricken; obviously he recognizes the man.

VIEW ON HAGEN'S TABLE

Michael and the Sicilian sit by Hagen, where they can stare directly at Pentangeli; he is frozen with fear.

VIEW ON THE SENATOR

Notices the tension in the room. The Chairman commences:

There is a long silence.

VIEW ON PENTANGELI

He seems unable to speak.

VIEW ON THE SICILIAN

gazing at him.

VIEW ON PENTANGELI

Senator Kane is stunned. The two FBI men are alert, their eyes searching the room for what has intimidated their witness at the last moment.

The die is cast and like a good soldier, Pentangeli will go all the way now. So he is brazen in his defiance of the Senator.

He makes a big grin to show how he has made fools of everybody.

VIEW ON THE FBI AGENTS

glancing around the room; their eyes have settled on the Sicilian. One of them scribbles a note on a piece of paper, and passes it to the Committee lawyer. Then in turn it goes to Senator Kane.

VIEW ON MICHAEL AND VINCENZO PENTANGELI

They wait with no expression.

Vincenzo stares at him, uncomprehending. There may just be a shadow of contempt. He doesn't answer.

The guards and FBI Agents quickly remove Pentangeli, as everybody else in the room is required to sit still.

For the first time, in the midst of the confusion, Hagen smiles. A bitter, contemptuous smile.

VIEW ON MICHAEL

The modest champion. He rises and they take their leave.

VIEW ON THE TWO FBI AGENTS

They watch the Corleone party as they exit.

The Corleone nurse is waiting, playing with the little girl MARY. A distance away, the boy, Anthony, is standing by himself.

The door to Michael's suite opens; Rocco leans in.

Michael is sitting in an easy chair; he seems to have difficulty with his eyes.

Michael rises, surprised. Rocco steps back, and Kay enters.

Kay begins to realize.

He moves to her; he does love her, and is tender with her.

I.

VIEW ON MICHAEL

He had no hint, not in his wildest imagination could he have guessed that she would do such a thing.

He is silent, though raging -- then, with all his passion, and his strength, he raises his arms, and strikes her across her neck, literally knocking her down to the floor, and hurting her badly.

FADE IN:

A collection of dark cars and black limousines are gathered to one side. A few drivers wait quietly.

And then, to the other extreme of the estate, is a small grouping of about twenty to thirty people, gathered near Michael's house.

MED. CLOSE SHOT

Connie Corleone, dressed simply and now showing her age without the carefully applied makeup which we have been used to, kneels down before the shrine of Santa Theresa, and puts down a bouquet of flowers, along with others that have been placed there. We see that some have the simple silk ribbon with the word "Mama" hand-lettered upon it.

Her two children stand close behind her; they had been raised by their Grandmother.

Connie steps back, and moves through the small group of friends and relatives, into Michael's house.

Fredo, kneeling by the coffin of his mother in a portion of the house that has been set aside for the wake. Fredo concludes his prayer, wipes away the tears in his eyes and steps away from the coffin.

He stops when he notices Neri, a little distance away, looking at him.

VIEW ON NERI

After a moment, he nods respectfully to Fredo, and steps forward, moving to the old woman's coffin. Fredo moves to Hagen, who is there with his wife and children.

Michael sits quietly in the darkened room in one of the big sofas, dressed immaculately in suit and tie. His two children, also dressed for the wake sit opposite him in the other oversized sofa, their shoes not touching the floor. We regard this tableau for a long moment.

She comes in, and sits down by his knees.

Michael nods.

The children don't move; Connie realizes they will only listen to Michael.

Slowly, Michael puts his hand on her hair, and touches her gently.

Friends, relatives; Francesca and her new husband, Gardner and their baby; Sandra Corleone; Teresa, her children; all the familiar faces of the family are present, quietly paying their respects to Mama.

Some of the men can be seen in the kitchen, drinking wine, and talking in low voices.

Fredo is there, broken-hearted over the loss of his Mother; like some lost child with no friends.

He approaches his brother, and then embraces. Fredo breaks into tears.

VIEW ON MICHAEL

embracing his brother, he glances up.

VIEW ON NERI

quiet, and deadly.

Tom Hagen is talking in the distance to his wife, and one of his older sons; he kisses, and moves toward the boathouse. After crossing the lawn, he stops.

VIEW ON SANDRA CORLEONE

waiting there; obviously wanting to talk to him. He continues, and she walks with him.

MOVING VIEW ON THE TWO

as they cross toward the boathouse.

She stops him.

He continues past her, without answering her. Continues up to the boathouse. He stops before he enters.

looking through the window at his son and brother. Neri sits in the room, dressed informally.

Fredo sits with Anthony, with a silly-looking fishing hat on his head, covered with lure and flies.

The guards step aside as Tom Hagen enters the foyer of the house. He shows a court order to them and they lead him up the stairs where he knocks on the door.

There is a KNOCK at the door. The two guards show Hagen in and Hagen presents the court order to one of the FBI men.

FBI MAN #1 This room is not bugged.

FBI MAN #1 Okay.

They pass out of the room.

Hagen and Pentangeli outside, by the electric fence. They cannot be overheard. Pentangeli takes out some cigars and offers Hagen one. Hagen takes it and Pentangeli lights both their cigars. They puff on them contentedly. They are comfortable together, almost.

The light is beginning to turn reddish as the sun falls.

They both puff on their cigars. Pentangeli lets himself be carried away by thoughts of old days of glory; Hagen thinks of other days too.

Pentangeli looks at Hagen; he understands.

Hagen throws away his cigar. Pentangeli puffs on his.

They shake hands. The FBI Agents come out to let Hagen out the gate. Pentangeli is led back to the house.

FBI MAN #1 Your lawyer tell you he can get that 600 years reduced to 500?

Pentangeli puffs on his cigar and reflects.

FBI MAN #2 We got some nice books.

Pentangeli puffs on his cigar and gives the Agent a smile an old man gives a child. He starts upstairs.

Hagen walks away; glances back. Then gets into his waiting car and drives off.

Michael sits alone in the empty boathouse; in the shadows.

Neri stands by the dock area under the boathouse. He pushes the button which lowers a boat by winch and tackle. He wears a fishing cap.

He steps into the boat, and pulls the small outboard, which glides the boat out into the harbor.

He lifts Anthony into the boat.

He lifts the boy out of the boat, and puts him on the shore.

Neri stands the motor; and the boat with the two fisherman glides off.

VIEW ON MICHAEL

watching, from the dark window of the boathouse.

The FBI man knocks on the bathroom door in the house where they have kept Pentangeli.

FBI MAN #1 Frankie, open up. You okay?

No answer; he hammers on the door. Using his elbow, and then a kick he breaks into the bathroom.

Fredo and Neri are fishing, each with lines out. The VIEW MOVES CLOSER, and we can hear Fredo as he holds the pole.

We hear a quiet, echoing GUNSHOT; and then silence.

An exhausted Hyman Roth, ill-shaven, and in shirt-sleeves in taken into custody by a swarm of Customs, and FBI men. They allow him to be photographed by press people; and television cameramen.

Some flashbulbs go off.

The newsmen and photographers all laugh, as the FBI men move him away.

He moves closer to Roth, and shoves his revolver right against his head, and in a second, on camera, assassinates Roth. People scream, as Rocco attempts to run down the airport corridor, limping as he does.

FBI men easily pick him off.

A taxi cab waits by the house; its driver sleeping with a newspaper over his face.

The cleaning woman, Esther, who had been with Kay for years, sits by the dining room table, weeping profusely. Behind her, in the recreation room, we can see the tableau of Kay sitting on the couch, her little daughter Mary, between her knees, talking quietly about things we cannot hear.

Her son Anthony sits by himself, in another chair by the side of the room.

This prompts Esther to weep all the more. Kay hugs her daughter, and kisses her many times.

Kay puts her coat on; then stands, and reaches out for her son.

He doesn't move.

He rises, and walks to her. Hugs her lifelessly.

MED. CLOSE VIEW

on Kay, kissing her boy.

She restrains any tears; she has become too strong for tears. Kay starts to go; picks up Mary, kisses her, and starts to go.

Then she looks up, and slowly rises.

VIEW ON KAY

looks at him; instinctively, she takes a step back.

VIEW ON MICHAEL

slowly steps toward her.

VIEW ON KAY

Another step back; the door is still open.

VIEW ON MICHAEL

He moves closer to the door; stops, looks at her. And then closes it obscuring any view of her.

It is late fall -- most of the leaves have fallen on the grounds and there is quite a wind.

VIEW ON THE SWIMMING POOLS

They have not been used in several months; they are drained and the bottoms are mossy and dark.

VIEW ON THE MAIN GATE

Leaves blowing past it; we don't see the button men; only a hint of someone in the gatehouse.

VIEW ON THE HOUSES

Some of the houses have had the summer awnings taken down, and put away. Some of the windows have been boarded up.

VIEW ON THE KENNELS

There are still the guard dogs; some sleeping, some moving impatiently.

As the MUSIC concludes its statement.

She picks up some of the serving plates that he has left untouched.

She moves back to the main house.

MED. CLOSE VIEW ON MICHAEL

He turns and looks at the rough water of the lake for a moment. He slowly takes a sip of wine.

There are a few chairs.

MED. VIEW ON ANTHONY CORLEONE

He is eighteen years old.

VIEW ON MICHAEL

squinting up at his son.

He rises, and reaches up to his son, who is now taller than he; he embraces him.

Connie approaches them.

She begins to give Michael the shot.

Anthony goes on his way to the house with his things. Connie gives Michael the shot.

She finishes the shot, puts her things away.

She leaves.

VIEW ON MICHAEL

Alone in the garden.

OUR VIEW begins to MOVE CLOSER to him. We begin to HEAR MUSIC of the forties; happy music, swing music, as we move CLOSER to Michael.

SONNY CORLEONE, his arm wrapped around a smiling red-faced Carlo Rizzi, pulls him into the Corleone dining room.

An older, lanky man enters the room, his arms laden with presents. This is TESSIO.

Now the study door opens, and DON CORLEONE enters.

The Don happily regards his family; his sons and daughters and even some Grandchildren. He raises a glass.

They all drink.

They refill glasses; then Tessio proposes a toast.

They all drink.

The family is happily at Christmas dinner. Don Corleone seated at the head of the table.

VIEW ON MICHAEL

He has been listening to this discussion.

A quiet hush descends over the table, as though everyone knows the effect this will have on the old man. Sonny tries to make light of it.

VIEW ON DON CORLEONE

Disturbed; but wise and prudent.

He rises, and starts across the room toward his study. Then he looks back.

He disappears into his study. Michael rises, glances around. People are generally tense over the situation. Michael follows his father into the study.

The Don closes the door behind his son, and then moves across the room. He stops at the little bar there, and pours himself a brandy.

CLOSE VIEW ON MICHAEL

looking at his father with a mixture of great love, and also fear, and confusion.

The leaves are blowing. MUSIC comes up.

Michael and his young son, Anthony, walk through the grounds

of the estate, talking about things we cannot hear.