Schindler's List

Writers: Steven Zaillian

Genres: Drama, War

 

                                    "SCHINDLER'S LIST"

                                            BY

                                     Steven Zaillian

                                       Final Draft

                

               IN BLACK AND WHITE:

               TRAIN WHEELS grinding against track, slowing. FOLDING TABLE 
               LEGS scissoring open. The LEVER of a train door being pulled. 
               NAMES on lists on clipboards held by clerks moving alongside 
               the tracks.

                                     CLERKS (V.O.)
                         ...Rossen... Lieberman... Wachsberg...

               BEWILDERED RURAL FACES coming down off the passenger train.

               FORMS being set out on the folding tables. HANDS straightening 
               pens and pencils and ink pads and stamps.

                                     CLERKS (V.O.)
                         ...When your name is called go over 
                         there... take this over to that 
                         table...

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

                                     CLERKS (V.O.)
                         ...you’re in the wrong line, wait 
                         over there... you, come over here...

               A MAN is taken from one long line and led to the back of 
               another. A HAND hammers a rubber stamp at a form. Tight on a 
               FACE. KEYS type another NAME. Another FACE. Another NAME.

                                     CLERKS (V.O.)
                         ...Biberman... Steinberg... 
                         Chilowitz...

               As a hand comes down stamping a GRAY STRIPE across a 
               registration card, there is absolute silence... then MUSIC, 
               the Hungarian love song, "Gloomy Sunday," distant... and the 
               stripe bleeds into COLOR, into BRIGHT YELLOW INK.

               INT. HOTEL ROOM - CRACOW, POLAND - NIGHT

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

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

               The hands of a man button the shirt, belt the slacks. He 
               slips into the double-breasted jacket, knots the silk tie, 
               folds a handkerchief and tucks it into the jacket pocket, 
               all with great deliberation.

               A bureau. Some currency, cigarettes, liquor, passport. And 
               an elaborate gold-on-black enamel Hakenkreuz (or swastika) 
               which the gentleman pins to the lapel of his elegant dinner 
               jacket.

               He steps back to consider his reflection in the mirror. He 
               likes what he sees: Oskar Schindler -- salesman from Zwittau -- 
               looking almost reputable in his one nice suit.

               Even in this awful room.

               INT. NIGHTCLUB - CRACOW, POLAND - NIGHT

               A spotlight slicing across a crowded smoke-choked club to a 
               small stage where a cabaret performer sings.

               It’s September, 1939. General Sigmund List's armored 
               divisions, driving north from the Sudetenland, have taken 
               Cracow, and now, in this club, drinking, socializing, 
               conducting business, is a strange clientele: SS officers and 
               Polish cops, gangsters and girls and entrepreneurs, thrown 
               together by the circumstance of war.

               Oskar Schindler, drinking alone, slowly scans the room, the 
               faces, stripping away all that’s unimportant to him, settling 
               only on details that are: the rank of this man, the higher 
               rank of that one, money being slipped into a hand.

               WAITER SETS DOWN DRINKS

               in front of the SS officer who took the money. A lieutenant, 
               he’s at a table with his girlfriend and a lower-ranking 
               officer.

                                     WAITER
                         From the gentleman.

               The waiter is gesturing to a table across the room where 
               Schindler, seemingly unaware of the SS men, drinks with the 
               best-looking woman in the place.

                                     LIEUTENANT
                         Do I know him?

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

                                     LIEUTENANT
                         Find out who he is.

               The sergeant makes his way over to Schindler's table.

               There's a handshake and introductions before -- and the 
               lieutenant, watching, can't believe it -- his guy accepts 
               the chair Schindler's dragging over.

               The lieutenant waits, but his man doesn't come back; he's 
               forgotten already he went there for a reason. Finally, and 
               it irritates the SS man, he has to get up and go over there.

                                     LIEUTENANT
                         Stay here.

               His girlfriend watches him cross toward Schindler's table.

               Before he even arrives, Schindler is up and berating him for 
               leaving his date way over there across the room, waving at 
               the girl to come join them, motioning to waiter to slide 
               some tables together.

               WAITERS ARRIVE WITH PLATES OF CAVIAR

               and another round of drinks. The lieutenant makes a 
               halfhearted move for his wallet.

                                     LIEUTENANT
                         Let me get this one.

                                     SCHINDLER
                         No, put it away, put it away.

               Schindler's already got his money out. Even as he's paying, 
               his eyes are working the room, settling on a table where a 
               girl is declining the advances of two more high-ranking SS 
               men.

               A TABLECLOTH BILLOWS

               as a waiter lays it down on another table that's been added 
               to the others. Schindler seats the SS officers on either 
               side of his own "date" --

                                     SCHINDLER
                         What are you drinking, gin?

               He motions to a waiter to refill the men's drinks, and, 
               returning to the head of the table(s), sweeps the room again 
               with his eyes.

               ROAR OF LAUGHTER

               erupts from Schindler's party in the corner. Nobody's having 
               a better time than those people over there. His guests have 
               swelled to ten or twelve -- SS men, Polish cops, girls -- 
               and he moves among them like the great entertainer he is, 
               making sure everybody's got enough to eat and drink.

               Here, closer, at this table across the room, an SS officer 
               gestures to one of the SS men who an hour ago couldn't get 
               the girl to sit at his table. The guy comes over.

                                     SS OFFICER 1
                         Who is that?

                                     SS OFFICER 2
                              (like everyone knows)
                         That's Oskar Schindler. He's an old 
                         friend of... I don't know, somebody's.

               GIRL WITH A BIG CAMERA

               screws in a flashbulb. She lifts the unwieldy thing to her 
               face and focuses.

               As the bulb flashes, the noise of the club suddenly drops 
               out, and the moment is caught in BLACK and WHITE: Oskar 
               Schindler, surrounded by his many new friends, smiling 
               urbanely.

               EXT. SQUARE - CRACOW - DAY

               A photograph of a face on a work card, BLACK and WHITE. A 
               typed name, black and white. A hand affixes a sticker to the 
               card and it saturates with COLOR, DEEP BLUE.

               People in long lines, waiting. Others near idling trucks, 
               waiting. Others against sides of buildings, waiting. Clerks 
               with clipboards move through the crowds, calling out names.

                                     CLERKS
                         Groder... Gemeinerowa... Libeskind...

               INT. APARTMENT BUILDING - CRACOW - DAY

               The party pin in his lapel catches the light in the hallway.

                                     SCHINDLER
                         Stern?

               Behind Schindler, the door to another apartment closes softly. 
               A radio, somewhere, is suddenly silenced.

                                     SCHINDLER
                         Are you Itzhak Stern?

               At the door of this apartment, a man with the face and manner 
               of a Talmudic scholar, finally nods in resignation, like his 
               number has just come up.

                                     STERN
                         I am.

               Schindler offers a hand. Confused, Stern tentatively reaches 
               for it, and finds his own grasped firmly.

               INT. STERN'S APARTMENT - DAY

               Settled into an overstuffed chair in a simple apartment, 
               Schindler pours a shot of cognac from a flask.

                                     SCHINDLER
                         There's a company you did the books 
                         for on Lipowa Street, made what, 
                         pots and pans?

               Stern stares at the cognac Schindler's offering him. He 
               doesn't know who this man is, or what he wants.

                                     STERN
                              (pause)
                         By law, I have to tell you, sir, I'm 
                         a Jew.

               Schindler looks puzzled, then shrugs, dismissing it.

                                     SCHINDLER
                         All right, you've done it -- good 
                         company, you think?

               He keeps holding out the drink. Stern declines it with a 
               slow shake of his head.

                                     STERN
                         It did all right.

               Schindler nods, takes out a cigarette case.

                                     SCHINDLER
                         I don't know anything about 
                         enamelware, do you?

               He offers Stern a cigarette. Stern declines again.

                                     STERN
                         I was just the accountant.

                                     SCHINDLER
                         Simple engineering, though, wouldn't 
                         you think? Change the machines around, 
                         whatever you do, you could make other 
                         things, couldn't you?

               Schindler lowers his voice as if there could possibly be 
               someone else listening in somewhere.

                                     SCHINDLER
                         Field kits, mess kits...

               He waits for a reaction, and misinterprets Stern's silence 
               for a lack of understanding.

                                     SCHINDLER
                         Army contracts.

               But Stern does understand. He understands too well.

               Schindler grins good-naturedly.

                                     SCHINDLER
                         Once the war ends, forget it, but 
                         for now it's great, you could make a 
                         fortune. Don't you think?

                                     STERN
                              (with an edge)
                         I think most people right now have 
                         other priorities.

               Schindler tries for a moment to imagine what they could 
               possibly be. He can't.

                                     SCHINDLER
                         Like what?

               Stern smiles despite himself. The man's manner is so simple, 
               so in contrast to his own and the complexities of being a 
               Jew in occupied Cracow in 1939. He really doesn't know. Stern 
               decides to end the conversation.

                                     STERN
                         Get the contracts and I'm sure you'll 
                         do very well. In fact the worse things 
                         get the better you'll do. It was a 
                         "pleasure."

                                     SCHINDLER
                         The contracts? That's the easy part. 
                         Finding the money to buy the company, 
                         that's hard.

               He laughs loudly, uproariously. But then, just as abruptly 
               as the laugh erupted, he's dead serious, all kidding aside --

                                     SCHINDLER
                         You know anybody?

               Stern stares at him curiously, sitting there taking another 
               sip of his cognac, placid as a large dog.

                                     SCHINDLER
                         Jews, yeah. Investors.

                                     STERN
                              (pause)
                         Jews can no longer own businesses, 
                         sir, that's why this one's for sale.

                                     SCHINDLER
                         Well, they wouldn't own it, I'd own 
                         it. I'd pay them back in product. 
                         They can trade it on the black market, 
                         do whatever they want, everybody's 
                         happy.

               He shrugs; it sounds more than fair to him. But not to Stern.

                                     STERN
                         Pots and pans.

                                     SCHINDLER
                              (nodding)
                         Something they can hold in their 
                         hands.

               Stern studies him. This man is nothing more than a salesman 
               with a salesman's pitch; just dressed better than most.

                                     STERN
                         I don't know anybody who'd be 
                         interested in that.

                                     SCHINDLER
                              (a slow knowing nod)
                         They should be.

               Silence.

               EXT. CRACOW - NIGHT

               A mason trowels mortar onto a brick. As he taps it into a 
               place and scrapes off the excess cement, the image DRAINS OF 
               COLOR.

               Under lights, a crew of brick-layers is erecting a ten-foot 
               wall where a street once ran unimpeded.

               EXT. STREET - CRACOW - DAY

               A young man emerges from an alley pocketing his Jewish 
               armband. He crosses a street past German soldiers and trucks 
               and climbs the steps of St. Mary's cathedral.

               INT. ST. MARY'S CATHEDRAL - DAY

               A dark and cavernous place. A priest performing Mass to 
               scattered parishioners. Lots of empty pews.

               The young Polish Jew from the street, Poldek Pfefferberg, 
               kneels, crosses himself, and slides in next to another young 
               man, Goldberg, going over notes scribbled on a little pad 
               inside a missal. Pfefferberg shows him a container of shoe 
               polish he takes from his pocket. Whispered, bored --

                                     GOLDBERG
                         What's that?

                                     PFEFFERBERG
                         You don't recognize it? Maybe that's 
                         because it's not what I asked for.

                                     GOLDBERG
                         You asked for shoe polish.

                                     PFEFFERBERG
                         My buyers sold it to a guy who sold 
                         it to the Army. But by the time it 
                         got there -- because of the cold -- 
                         it broke, the whole truckload.

                                     GOLDBERG
                              (pause)
                         So I'm responsible for the weather?

                                     PFEFFERBERG
                         I asked for metal, you gave me glass.

                                     GOLDBERG
                         This is not my problem.

                                     PFEFFERBERG
                         Look it up.

               Goldberg doesn't bother; he pockets his little notepad and 
               intones a response to the priest's prayer, all but ignoring 
               Pfefferberg.

                                     PFEFFERBERG
                         This is not your problem? Everybody 
                         wants to know who I got it from, and 
                         I'm going to tell them.

               Goldberg glances to Pfefferberg for the first time, and, 
               greatly put upon, takes out his little notepad again and 
               makes a notation in it.

                                     GOLDBERG
                         Metal.

               He flips the pad closed, pockets it, crosses himself as he 
               gets up, and leaves.

               INT. HOTEL - DAY

               Pfefferberg at the front desk of a sleepy hotel with another 
               black market middleman, the desk clerk. Both are wearing 
               their armbands. Pfefferberg underlines figures on a little 
               notepad of his own --

                                     PFEFFERBERG
                         Let's say this is what you give me. 
                         These are fees I have to pay some 
                         guys. This is my commission. This is 
                         what I bring you back in Occupation 
                         currency.

               The clerk, satisfied with the figures, is about to hand over 
               to Pfefferberg some outlawed Polish notes from an envelope 
               when Schindler comes in from the street. The clerk puts the 
               money away, gets Schindler his room key, waits for him to 
               leave so he can finish his business with Pfefferberg... but 
               Schindler doesn't leave; he just keeps looking over at 
               Pfefferberg's shirt, at the cuffs, the collar.

                                     PFEFFERBERG
                         That's a nice shirt.

               Pfefferberg nods, Yeah, thanks, and waits for Schindler to 
               leave; but he doesn't. Nor does he appear to hear the short 
               burst of muffled gunfire that erupts from somewhere up the 
               street.

                                     SCHINDLER
                         You don't know where I could find a 
                         shirt like that.

               Pfefferberg knows he should say 'no,' let that be the end of 
               it. It's not wise doing business with a German who could 
               have you arrested for no reason whatsoever. But there's 
               something guileless about it.

                                     PFEFFERBERG
                         Like this?

                                     SCHINDLER
                              (nodding)
                         There's nothing in the stores.

               The clerk tries to discourage Pfefferberg from pursuing this 
               transaction with just a look. Pfefferberg ignores it.

                                     PFEFFERBERG
                         You have any idea what a shirt like 
                         this costs?

                                     SCHINDLER
                         Nice things cost money.

               The clerk tries to tell Pfefferberg again with a look that 
               this isn't smart.

                                     PFEFFERBERG
                         How many?

                                     SCHINDLER
                         I don't know, ten or twelve. That's 
                         a good color. Dark blues, grays.

               Schindler takes out his money and begins peeling off bills, 
               waiting for Pfefferberg to nod when it's enough. He's being 
               overcharged, and he knows it, but Pfefferberg keeps pushing 
               it, more. The look Schindler gives him lets him know that 
               he's trying to hustle a hustler, but that, in this instance 
               at least, he'll let it go. He hands over the money and 
               Pfefferberg hands over his notepad.

                                     PFEFFERBERG
                         Write down your measurements.

               As he writes down the information, Pfefferberg glances to 
               the desk clerk and offers a shrug. As he writes --

                                     SCHINDLER
                         I'm going to need some other things. 
                         As things come up.

               EXT. GARDEN - SCHERNER'S RESIDENCE - CRACOW - DAY

               As Oberfuhrer Scherner and his daughter, in a wedding gown, 
               dance to the music of a quartet on a bandstand, the reception 
               guests drink and eat at tables set up on an expansive lawn.

                                     CZURDA
                         The SS doesn't own the trains, 
                         somebody's got to pay. Whether it's 
                         a passenger car or a livestock car, 
                         it doesn't matter -- which, by the 
                         way, you have to see. You have to 
                         set aside an afternoon, go down to 
                         the station and see this.

               Other SS and Army officers share the table with Czurda.

               Schindler, too, nice blue shirt, jacket, only he doesn't 
               seem to be paying attention; rather his attention and 
               affections are directed to the blonde next to him, Ingrid.

                                     CZURDA
                         So you got thousands of fares that 
                         have to be paid. Since it's the SS 
                         that's reserved the trains, logically 
                         they should pay. But this is a lot 
                         of money.
                              (pause)
                         The Jews. They're the ones riding 
                         the trains, they should pay. So you 
                         got Jews paying their own fares to 
                         ride on cattle cars to God knows 
                         where. They pay the SS full fare, 
                         the SS turns around, pays the railroad 
                         a reduced excursion fare, and pockets 
                         the difference.

               He shrugs, There you have it. Brilliant. He glances off, 
               sees something odd across the yard. Two horses, saddled-up, 
               being led into the garden by a stable boy.

                                     SCHINDLER
                              (to Ingrid)
                         Excuse me.

               Schindler gets up from the table. Scherner, his wife and 
               daughter and son-in-law stare at the horses; they're 
               beautiful.

               Schindler appears, takes the reins from the stable boy, hands 
               one set to the bride and the other to the groom.

                                     SCHINDLER
                         There's nothing more sacred than 
                         marriage. No happier an occasion 
                         than one's wedding day. I wish you 
                         all the best.

               Scherner hails a photographer. As the guy comes over with 
               his camera, so does just about everybody else. Scherner 
               insists Schindler pose with the astonished bride and groom.

               Big smiles. Flash.

               INT. STOREFRONT - CRACOW - DAY

               A neighborhood place. Bread, pastries, couple of tables. At 
               one sits owner and a well-dressed man in his seventies, Max 
               Redlicht.

                                     OWNER
                         I go to the bank, I go in, they tell 
                         me my account's been placed in Trust. 
                         In Trust? What are they talking about, 
                         whose Trust? The Germans'. I look 
                         around. Now I see that everybody's 
                         arguing, they can't get to their 
                         money either.

                                     MAX REDLICHT
                         This is true?

                                     OWNER
                         I'll take you there.

               Max looks at the man not without sympathy. He's never heard 
               of such a thing. It's really a bad deal. But then --

                                     MAX REDLICHT
                         Let me understand. The Nazis have 
                         taken your money. So because they've 
                         done this to you, you expect me to 
                         go unpaid. That's what you're saying.

               The owner of the place just stares at Redlicht.

                                     MAX REDLICHT
                         That makes sense to you?

               The man doesn't answer. He watches Max get up and cross to 
               the front door where he says something to two of his guys 
               and leaves. The guys come in and start carting out anything 
               of any value: cash register, a chair, a loaf of bread...

               EXT. CRACOW STREET - DAY

               Max strolls along the sidewalk, browsing in store windows.

               People inside and out nod hello, but they despise him, they 
               fear him.

               Just as he's passing a synagogue, some men in long overcoats 
               cross the street. Einsatzgruppen, they are an elite and wild 
               bunch, one of six Special Chivalrous Duty squads assigned to 
               Cracow.

               INT. STARAR BOZNICA SYNAGOGUE - SAME TIME - DAY

               The Sabbath prayers of a congregation of Orthodox Jews are 
               interrupted by a commotion at the rear of the ancient temple.

               Several non-Orthodox Jews from the street, including Max 
               Redlicht, are being herded inside by the Einsatz Boys.

               They're made to stand before the Ark in two lines: Orthodox 
               and non. One of the Einsatzgruppen squad removes the parchment 
               Torah scroll while another calmly addresses the assembly:

                                     EINSATZ NCO
                         I want you to spit on it. I want you 
                         to walk past, spit on it, and stand 
                         over there.

               No one does anything for a moment. The liberals from the 
               street seem to say with their eyes, Come on, we're all too 
               sophisticated for this; the others, with the beards and 
               sidelocks, silently check with their rabbi.

               One by one then they file past and spit on the scroll. The 
               last two, the rabbi and Max Redlicht hesitate. They exchange 
               a glance. The rabbi finally does it; the gangster doesn't. 

               After a long tense silence.

                                     MAX REDLICHT
                         I haven't been to temple must be 
                         fifty years.
                              (to the rabbi)
                         Nor have I been invited.

               The Einsatz NCO glances from Max to the rabbi and smiles to 
               himself. This is unexpected, this rift.

                                     MAX REDLICHT
                              (to the rabbi)
                         You don't approve of the way I make 
                         my living? I'm a bad man, I do bad 
                         things?

               Max admits it with a shrug.

                                     MAX REDLICHT
                         I've done some things... but I won't 
                         do this.

               Silence. The Einsatz NCO glances away to the others, amused.

                                     EINSATZ NCO
                         What does this mean? Of all of you, 
                         there's only one who has the guts to 
                         say no? One? And he doesn't even 
                         believe?
                              (no one, of course 
                              answer him)
                         I come in here, I ask you to do 
                         something no one should ever ask. 
                         And you do it?
                              (pause)
                         What won't you do?

               Nobody answers. He turns to Max.

                                     EINSATZ NCO
                         You, sir, I respect.

               He pulls out a revolver and shoots the old gangster in the 
               head. He's dead before he hits the floor.

                                     EINSATZ NCO
                         The rest of you... ...are beneath 
                         his contempt.

               He turns and walks away. The other Einsatz Boys pull rifles 
               and revolvers from their coats and open fire.

               EXT. CRACOW - DAY

               In BLACK AND WHITE and absolute silence, a suitcase thrown

               from a second story window arcs slowly through the air. As 
               it hits the pavement, spilling open -- SOUND ON -- and, 
               returning to COLOR --

               Thousands of families pushing barrows through the streets of 
               Kazimierz, dragging mattresses over the bridge at Podgorze, 
               carrying kettles and fur coats and children on a mass forced 
               exodus into the ghetto.

               Crowds of Poles line the sidewalks like spectators on a parade 
               route. Some wave. Some take it more soberly, as if sensing 
               they may be next.

                                     POLISH GIRL
                         Goodbye, Jews.

               EXT. GHETTO GATE - DAY

               The little folding tables have been dragged out and set up 
               again, and at them sit the clerks.

               Goldberg, of all people, has somehow managed to elevate 
               himself to a station of some authority. Armed with something 
               more frightening than a gun -- a clipboard -- he abets the 
               Gestapo in their task of deciding who passes through the 
               ghetto gate and who detours to the train station.

                                     PFEFFERBERG
                         What's this?

               Pfefferberg, with his wife Mila, at the head of a line that 
               seems to stretch back forever, flicks at Goldberg's OD armband 
               with disgust.

                                     GOLDBERG
                         Ghetto Police. I'm a policeman now, 
                         can you believe it?

                                     PFEFFERBERG
                         Yeah, I can.

               They consider each other for a long moment before Pfefferberg 
               leads his wife past Goldberg and into the ghetto.

               INT. APARTMENT BUILDING, GHETTO - NIGHT

               Dismayed by each others' close proximity, Orthodox and liberal 
               Jews wait to use the floor's single bathroom.

               INT. GHETTO APARTMENT - NIGHT

               From the next apartment comes the liturgical solo of a cantor. 
               In this apartment, looking like they can't bear much more of 
               it, sit some non-Orthodox businessmen, Stern and Schindler.

                                     SCHINDLER
                         For each thousand you invest, you 
                         take from the loading dock five 
                         hundred kilos of product a month -- 
                         to begin in July and to continue for 
                         one year -- after which time, we're 
                         even.
                              (he shrugs)
                         That's it.

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

                                     INVESTOR 1
                         Not good enough.

                                     SCHINDLER
                         Not good enough? Look where you're 
                         living. Look where you've been put. 
                         "Not good enough."
                              (he almost laughs at 
                              the squalor)
                         A couple of months ago, you'd be 
                         right. Not anymore.

                                     INVESTOR 1
                         Money's still money.

                                     SCHINDLER
                         No, it isn't, that's why we're here.

               Schindler lights a cigarette and waits for their answer. It 
               doesn't come. Just a silence. Which irritates him.

                                     SCHINDLER
                         Did I call this meeting? You told 
                         Mr. Stern you wanted to speak to me. 
                         I'm here. Now you want to negotiate? 
                         The offer's withdrawn.

               He caps his flask, pockets it, reaches for his top coat.

                                     INVESTOR 2
                         How do we know you'll do what you 
                         say?

                                     SCHINDLER
                         Because I said I would. What do you 
                         want, a contract? To be filed where?
                              (he slips into his 
                              coat)
                         I said what I'll do, that's our 
                         contract.

               The investors study him. This is not a manageable German.

               Whether he's honest or not is impossible to say. Their glances 
               to Stern don't help them; he doesn't know either.

               The silence in the room is filled by the muffled singing 
               next door. One of the men eventually nods, He's in. Then 
               another. And another.

               INT. FACTORY FLOOR - DAY

               A red power button is pushed, starting the motor of a huge 
               metal press. The machine whirs, louder, louder.

               INT. UPSTAIRS OFFICE - SAME TIME - DAY

               Schindler, at a wall of a windows, is peering down at the 
               lone technician making adjustments to the machine.

                                     STERN
                         The standard SS rate for Jewish 
                         skilled labor is seven Marks a day, 
                         five for unskilled and women. This 
                         is what you pay the Economic Office, 
                         the laborers themselves receive 
                         nothing. Poles you pay wages. 
                         Generally, they get a little more. 
                         Are you listening?

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

                                     SCHINDLER
                         What was that about the SS, the rate, 
                         the... ?

                                     STERN
                         The Jewish worker's salary, you pay 
                         it directly to the SS, not to the 
                         worker. He gets nothing.

                                     SCHINDLER
                         But it's less. It's less than what I 
                         would pay a Pole. That's the point 
                         I'm trying to make. Poles cost more.

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

                                     SCHINDLER
                         Why should I hire Poles?

               INT. FACTORY FLOOR - DAY

               Another machine starting up, growling louder, louder --

               EXT. PEACE SQUARE, THE GHETTO - DAY

               To a yellow identity card with a sepia photograph a German 
               clerk attaches a blue sticker, the holy Blauschein, proof 
               that the carrier is an essential worker. At other folding 
               tables other clerks pass summary judgment on hundreds of 
               ghetto dwellers standing in long lines.

                                     TEACHER
                         I'm a teacher.

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

                                     CLERK
                         Not essential work, stand over there.

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

               EXT. PEACE SQUARE - LATER - DAY

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

                                     TEACHER
                         I'm a metal polisher.

               He hands over a piece of paper. The clerk takes a look, is 
               satisfied with it, brushes glue on the back of a Blauschein 
               and sticks it to the man's work card.

                                     CLERK
                         Good.

               The world's gone mad.

               INT. FACTORY FLOOR - DAY

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

               The motor grinds louder, louder.

               INT. APARTMENT - DAY

               Schindler wanders around a large empty apartment. There's 
               lots of light, glass bricks, modern lines, windows looking 
               out on a park.

               INT. THE APARTMENT - NIGHT

               The same place full of furniture and people. Lots of SS in 
               uniform. Wine. Girls. Schindler, drinking with Oberfuhrer 
               Scherner, keeps glancing across the room to a particularly 
               good-looking Polish girl with another guy in uniform.

                                     SCHERNER
                         I'd never ask you for money, you 
                         know that. I don't even like talking 
                         about it -- money, favors -- I find 
                         it very awkward, it makes me very 
                         uncomfortable --

                                     SCHINDLER
                         No, look. It's the others. They're 
                         the ones causing these delays.

                                     SCHERNER
                         What others?

                                     SCHINDLER
                         Whoever. They're the ones. They'd 
                         appreciate some kind of gesture from 
                         me.

               Scherner thinks he understands what Schindler's saying. Just 
               in case he doesn't --

                                     SCHINDLER
                         I should send it to you, though, 
                         don't you think? You can forward it 
                         on? I'd be grateful.

               Scherner nods. Yes, they understand each other.

                                     SCHERNER
                         That'd be fine.

                                     SCHINDLER
                         Done. Let's not talk about it anymore, 
                         let's have a good time.

               INT. SS OFFICE - DAY

               Scherner at his desk initialing several Armaments contracts.

               The letters D.E.F. appear on all of them.

               EXT. FACTORY - DAY

               Men and pulleys hoist a big "F" up the side of the building.

               Down below, Schindler watches as the letter is set into place -- 
               D.E.F.

               INT. FACTORY OFFICES - DAY

               The good-looking Polish girl from the party, Klonowska, is 
               shown to her desk by Stern. It's right outside Schindler's 
               office. This girl has never typed in her life.

               INT. FACTORY FLOOR - DAY

               Flames ignite with a whoosh in one of the huge furnaces. The 
               needle on a gauge slowly climbs.

               EXT. CRACOW - DAY

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

               INT. FACTORY - DAY

               Another machine starts up. Another. Another.

               EXT. PEACE SQUARE - DAY

               Stern with a woman at the head of a line. The clerk affixes 
               the all-important blue sticker to her work card.

               INT. FACTORY DAY - DAY

               Three hundred Jewish laborers, men and women, work at the 
               long tables, at the presses, the latches, the furnaces, 
               turning out field kitchenware and mess kits.

               Few glance up from their work at Schindler, the big gold 
               party pin stuck into his lapel, as he moves through the place, 
               his place, his factory, in full operation.

               He climbs the stairs to the offices where several secretaries 
               process Armaments orders. He gestures to Stern, at a desk 
               covered with ledgers, to join him in his office.

               INT. SCHINDLER'S OFFICE - CONTINUOUS - DAY

               The accountant follows Schindler into the office.

                                     SCHINDLER
                         Sit down.

               Schindler goes to the wall of windows, his favorite place in 
               the world, and looks down at all the activity below. He pours 
               two drinks from a decanter and, turning back, holds one out 
               to Stern. Stern, of course, declines. Schinder groans.

                                     SCHINDLER
                         Oh, come on.

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

                                     SCHINDLER
                         My father was fond of saying you 
                         need three things in life. A good 
                         doctor, a forgiving priest and a 
                         clever accountant. The first two...

               He dismisses them with a shrug; he's never had much use for 
               either. But the third -- he raises his glass to the 
               accountant. Stern's glass stays in his lap.

                                     SCHINDLER
                              (long sufferingly)
                         Just pretend for Christ's sake.

               Stern slowly raises his glass.

                                     SCHINDLER
                         Thank you.

               Schindler drinks; Stern doesn't.

               INT. SCHINDLER'S APARTMENT - MORNING

               Klonowska, wearing a man's silk robe, traipses past the 
               remains of a party to the front door. Opening it reveals a 
               nice looking, nicely dressed woman.

                                     KLONOWSKA
                         Yes?

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

                                     SCHINDLER (O.S.)
                         Who is it?

               INT. SCHINDLER'S APARTMENT - MORNING

               Schindler sets a cup of coffee down in front of his wife.

               Behind him, through a doorway, Klonowska can be seen hurriedly 
               gathering her things.

                                     SCHINDLER
                         She's so embarrassed -- look at her --

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

                                     SCHINDLER
                         You know what, you'd like her.

                                     EMILIE
                         Oskar, please --

                                     SCHINDLER
                         What --

                                     EMILIE
                         I don't have to like her just because 
                         you do. It doesn't work that way.

                                     SCHINDLER
                         You would, though. That's what I'm 
                         saying.

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

                                     KLONOWSKA
                         Goodbye. It was a pleasure meeting 
                         you.

               She shakes Emilie's limp hand. Schindler sees her to the 
               door, lets her out and returns to the table, smiling to 
               himself. Emilie's glancing around at the place.

                                     EMILIE
                         You've done well here.

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

                                     SCHINDLER
                         You look great.

               EXT. SCHINDLER'S APARTMENT BUILDING - NIGHT

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

                                     DOORMAN
                         Careful of the pavement --

                                     SCHINDLER
                         -- Mrs. Schindler.

               The doorman shoots a glance to Schindler that asks, clearly, 
               Really? Schindler opens the passenger door of the Mercedes 
               for his wife, and the doorman helps her in.

               INT. RESTAURANT - NIGHT

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

                                     SCHINDLER
                         Mrs. Schindler.

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

               INT. RESTAURANT - LATER - NIGHT

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

                                     EMILIE
                         It's not a charade, all this?

                                     SCHINDLER
                         A charade? How could it be a charade?

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

                                     SCHINDLER
                         There's no way I could have known 
                         this before, but there was always 
                         something missing. In every business 
                         I tried, I see now it wasn't me that 
                         was failing, it was this thing, this 
                         missing thing. Even if I'd known 
                         what it was, there's nothing I could 
                         have done about it, because you can't 
                         create this sort of thing. And it 
                         makes all the difference in the world 
                         between success and failure.

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

                                     EMILIE
                         Luck.

                                     SCHINDLER
                         War.

               INT. NIGHTCLUB - NIGHT

               "Gloomy Sunday" from a combo on a stage. Schindler and Emilie 
               dancing. Pressed against her -- both have had a few -- he 
               can feel her laugh to herself.

                                     SCHINDLER
                         What?

                                     EMILIE
                         I feel like an old-fashioned couple. 
                         It feels good.

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

               INT. SCHINDLER'S APARTMENT - LATER - NIGHT

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

                                     EMILIE
                         Should I stay?

                                     SCHINDLER
                              (pause)
                         It's a beautiful city.

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

                                     EMILIE
                         Should I stay?

                                     SCHINDLER
                              (pause)
                         It's up to you.

               That's not it either.

                                     EMILIE
                         No, it's up to you.

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

                                     EMILIE
                         Promise me no doorman or maitre 'd 
                         will presume I am anyone other than 
                         Mrs. Schindler... and I'll stay.

               He promises her nothing.

               EXT. TRAIN STATION - DAY

               Emilie waves goodbye to him from a first-class compartment 
               window. Down on the platform, he waves goodbye to her. as 
               the train pulls away, he turns away, and the platform of the 
               next track is revealed -- soldiers and clerks supervising 
               the boarding of hundreds of people onto another train -- the 
               image turning BLACK AND WHITE.

                                     CLERKS
                         Your luggage will follow you. Make 
                         sure it's clearly labeled. Leave 
                         your luggage on the platform.

               EXT. D.E.F. LOADING DOCK - DAY

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

               More to Stern --

                                     FOREMAN
                         Every other time it's been all right. 
                         This time when I weigh the truck, I 
                         see he's heavy, he's loaded too much. 
                         I point this out to him, I tell him 
                         to wait, he tells me he's got a new 
                         arrangement with Mr. Schindler --
                              (to Schindler)
                         -- that you know all about it and 
                         it's okay with you.

                                     SCHINDLER
                         It's "okay" with me?

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

                                     STERN
                         How heavy was he?

                                     FOREMAN
                         Not that much, just too much for it 
                         to be a mistake -- 200 kilos.

               Stern and Schindler exchange a glance. Then --

                                     SCHINDLER
                              (pause)
                         You're sure.

               The foreman nods.

               INT. GHETTO STOREFRONT - DAY

               Pfefferberg and Schindler bang in through the front door, 
               startling a woman at a desk.

                                     WOMAN AT DESK
                         Can I help you?

               They move past her without a word and into the back of the 
               place, into a storeroom. They stride past long racks full of 
               enamelware and other goods.

               A man glances up, sees them coming. He's one of Schindler's 
               investors, the one who questioned the German's word. The 
               man's teenage sons rush to their father's defense, but 
               Pfefferberg grabs him and locks an arm tightly around his 
               neck.

               Silence. Then, calmly --

                                     SCHINDLER
                         If you or anyone acting as an agent 
                         for you comes to my factory again, 
                         I'll have you arrested.

                                     INVESTOR
                         It was a mistake.

                                     SCHINDLER
                         It was a mistake? What was a mistake? 
                         How do you know what I'm talking 
                         about?

                                     INVESTOR
                         All right, it wasn't a mistake, but 
                         it was one time.

                                     SCHINDLER
                         We had a deal, you broke it. One 
                         phone call and your whole family is 
                         dead.

               He turns and walks away. Pfefferberg lets the guy go and 
               follows. The investor's sons help their father up off the 
               floor. Gasping, he yells.

                                     INVESTOR
                         I gave you money.

               -- but Schindler and Pfefferberg are already gone, coming 
               through the front office and out the front door --

               EXT. STOREFRONT - CONTINUOUS - DAY

               -- to the street. Pfefferberg looks a little shaken from the 
               experience. Schindler straightens his friend's clothes.

                                     SCHINDLER
                         How you feeling, all right?

                                     PFEFFERBERG
                         Yeah.

                                     SCHINDLER
                         What's the matter, everything all 
                         right at home?
                              (Pfefferberg nods)
                         Mila's okay?

                                     PFEFFERBERG
                         She's good.

               Well, then, Schindler can't imagine what could be wrong. He 
               pats Pfefferberg on the shoulder and leads him away.

                                     SCHINDLER
                         Good.

               INT. FACTORY FLOOR - DAY

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

               INT. SCHINDLER'S OFFICE - SAME TIME - DAY

               An elegant place setting for one. Meat, vegetables, glass of 
               wine, all untouched. Schindler leafing through pages of a 
               report Stern has prepared for him.

                                     SCHINDLER
                         I could try to read this or I could 
                         eat my lunch while it's till hot. 
                         We're doing well?

                                     STERN
                         Yes.

                                     SCHINDLER
                         Better this month than last?

                                     STERN
                         Yes.

                                     SCHINDLER
                         Any reason to think next month will 
                         be worse?

                                     STERN
                         The war could end.

               No chance of that. Satisfied, Schindler returns the report 
               to his accountant and starts to eat. Stern knows he is 
               excused, but looks like he wants to say something more; he 
               just doesn't know how to say it.

                                     SCHINDLER
                              (impatient)
                         What?

                                     STERN
                              (pause)
                         There's a machinist outside who'd 
                         like to thank you personally for 
                         giving him a job.

               Schindler gives his accountant a long-suffering look.

                                     STERN
                         He asks every day. It'll just take a 
                         minute. He's very grateful.

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

                                     STERN
                         Mr. Lowenstein?

               An old man with one arm appears in the doorway and Schindler 
               glances to the ceiling, to heaven. As the man slowly makes 
               his way into the room, Schindler sees the bruises on his 
               face. And when he speaks, only half his mouth moves; the 
               other half is paralyzed.

                                     LOWENSTEIN
                         I want to thank you, sir, for giving 
                         me the opportunity to work.

                                     SCHINDLER
                         You're welcome, I'm sure you're doing 
                         a great job.

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

                                     LOWENSTEIN
                         The SS beat me up. They would have 
                         killed me, but I'm essential to the 
                         war effort, thanks to you.

                                     SCHINDLER
                         That's great.

                                     LOWENSTEIN
                         I work hard for you. I'll continue 
                         to work hard for you.

                                     SCHINDLER
                         That's great, thanks.

                                     LOWENSTEIN
                         God bless you, sir.

                                     SCHINDLER
                         Yeah, okay.

                                     LOWENSTEIN
                         You're a good man.

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

                                     STERN
                         Okay, Mr. Lowenstein.

                                     LOWENSTEIN
                         He saved my life.

                                     STERN
                         Yes, he did.

                                     LOWENSTEIN
                         God bless him.

                                     STERN
                         Yes.

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

               EXT. FACTORY - DAY

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

               Climbing in --

                                     SCHINDLER
                         Don't ever do that to me again.

                                     STERN
                         Do what?

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

                                     SCHINDLER
                         Close the door.

               The driver closes the door.

               EXT. GHETTO GATE - DAY

               Snow on the ground and more coming down. A hundred of 
               Schindler's workers marching past the ghetto gate, as is the 
               custom, under armed guard. Turning onto Zablocie Street, 
               they're halted by an SS unit standing around some trucks.

               EXT. ZABLOCIE STREET - DAY

               Shovels scraping at snow. The marchers working to clear it 
               from the street. A dialog between one of the guards and an 
               SS officer is interrupted by a shot -- and the face of the 
               one-armed machinist falls into the frame.

               INT. OFFICE, SS HEADQUARTERS - DAY

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

                                     TOFFEL
                         It's got nothing to do with reality, 
                         Oskar, I know it and you know it, 
                         it's a matter of national priority 
                         to these guys. It's got a ritual 
                         significance to them, Jews shoveling 
                         snow.

                                     SCHINDLER
                         I lost a day of production. I lost a 
                         worker. I expect to be compensated.

                                     TOFFEL
                         File a grievance with the Economic 
                         Office, it's your right.

                                     SCHINDLER
                         Would it do any good?

                                     TOFFEL
                         No.

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

                                     TOFFEL
                         I think you're going to have to put 
                         up with a lot of snow shoveling yet.

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

                                     TOFFEL
                         A one-armed machinist, Oskar?

                                     SCHINDLER
                              (right back)
                         He was a metal press operator, quite 
                         skilled.

               Toffel nods, smiles.

               EXT. FIELD - DAY

               From a distance, Stern and Schindler slowly walk a wasteland 
               that lies between the rear of DEF and two other factories -- 
               a radiator works and a box plant.

               Stern's doing all the talking, in his usual quiet but 
               persuasive manner. Every so often, Schindler, glancing from 
               his own factory to the others, nods.

               INT. SCHINDLER'S OFFICE - DAY

               The party pins the two other German businessmen wear are 
               nothing compared to the elaborate thing in Schindler's lapel.

               He sits at his desk sipping cognac, a large portrait of Hitler 
               hanging prominently on the wall behind him.

                                     SCHINDLER
                         Unlike your radiators -- and your 
                         boxes -- my products aren't for sale 
                         on the open market. This company has 
                         only one client, the German Army. 
                         And lately I've been having trouble 
                         fulfilling my obligations to my 
                         client. With your help, I hope the 
                         problem can be solved. The problem, 
                         simply, is space.

               Stern, who has been keeping a low profile, hands the gentlemen 
               each a set of documents.

                                     SCHINDLER
                         I'd like you to consider a proposal 
                         which I think you'll find equitable. 
                         I'd like you to think about it and 
                         get back to me as soon as --

                                     KUHNPAST
                         Excuse me -- do you really think 
                         this is appropriate?

               The man glances to Stern, and back to Schindler, his look 
               saying, This is wrong, having a Jew present while we discuss 
               business. If Schindler catches his meaning, he doesn't admit 
               it. Kuhnpast almost sighs.

                                     KUHNPAST
                         I can appreciate your problem. If I 
                         had any space I could lease you, I 
                         would. I don't. I'm sorry.

                                     HOHNE
                         Me neither, sorry.

                                     SCHINDLER
                         I don't want to lease your facilities, 
                         I want to buy them. I'm prepared to 
                         offer you fair market value. And to 
                         let you stay on, if you want, as 
                         supervisors.
                              (pause)
                         On salary.

               There's a long stunned silence. The Germans can't believe 
               it. After the initial shock wears off, Kuhnpast has to laugh.

                                     KUHNPAST
                         You've got to be kidding.

               Nobody is kidding.

                                     KUHNPAST
                              (pause)
                         Thanks for the drink.

               He sets it down, gets up. Hohne gets up. They return the 
               documents to Stern and turn to leave. They aren't quite out 
               the door when Schindler wonders out loud to Stern:

                                     SCHINDLER
                         You try to be fair to people, they 
                         walk out the door; I've never 
                         understood that. What's next?

                                     STERN
                         Christmas presents.

                                     SCHINDLER
                         Ah, yes.

               The businessmen slow, but don't look back into the room.

               EXT. SCHERNER'S RESIDENCE - CRACOW - MORNING

               Pfefferberg wipes a smudge from the hood of an otherwise 
               pristine BMW Cabriolet. As Scherner and his wife emerge from 
               their house in robes, Scherner whispers to himself --

                                     SCHERNER
                         Oskar...

               EXT. KUHNPAST'S RADIATOR FACTORY - DAY

               Workers high on the side of the building toss down the letters 
               of the radiator sign as others hoist up a big "D." Under 
               armed guard, others unload a metal press machine from a truck.

               INT. RADIATOR FACTORY / DEF ANNEX - DAY

               Technicians make adjustments to presses already in place.

               Others test the new firing ovens. Kuhnpast is being forcibly 
               removed from the premises.

               INT. GHETTO EMPLOYMENT OFFICE - DAY

               Crowded beyond belief, the place is like a post office gone 
               mad. Stern, moving along one of the impossibly crowded lines, 
               pauses to speak with an elderly couple.

               EXT. PEACE SQUARE - DAY

               A hand slaps a blue sticker on a work card. Slap, another.

               And another. And another.

               INT. D.E.F. FRONT OFFICE - DAY

               Christmas decorations. Klonowska at her desk, her eyes closed 
               tight.

                                     SCHINDLER
                         All right.

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

                                     GESTAPO (O.S.)
                         Oskar Schindler?

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

                                     GESTAPO
                         We have a warrant to take your 
                         company's business records with us. 
                         And another to take you.

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

                                     SCHINDLER
                         Am I permitted to have my secretary 
                         cancel my appointments for the day?

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

               INT. OFFICE, SS HEADQUARTERS, CRACOW - DAY

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

                                     GESTAPO CLERK
                         You live very well.

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

                                     GESTAPO CLERK
                         This standard of living comes entirely 
                         from legitimate sources, I take it?

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

                                     GESTAPO CLERK
                         As an SS supplier, you have a moral 
                         obligation to desist from blackmarket 
                         dealings. You're in business to 
                         support the war effort, not to fatten --

                                     SCHINDLER
                              (interrupting)
                         You know? When my friends ask, I'd 
                         love to be able to tell them you 
                         treated me with the utmost courtesy 
                         and respect.

               The quiet matter-of-fact tone, more than the comment itself, 
               throws the bureaucrat off his rhythm. His eyes narrow 
               slightly. There's a long silence.

               INT. HALLWAY/ROOM - SS HEADQUARTERS - DAY

               The two who arrested him lead Schindler down a long hallway.

               They reach a door, have him step inside and close the door 
               after him.

               INT. SS "CELL" - EVENING

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

                                     SCHINDLER
                         Chances of getting a bottle of vodka 
                         pretty good?

               He hands the young guard five times the going price.

                                     WAFFEN GUARD
                         Yes, sir.

               The guard turns to leave.

                                     SCHINDLER
                         Wait a minute.

               He peels off several more bills and hands them over.

                                     SCHINDLER
                         Pajamas.

               INT. SS "CELL" - MORNING

               Perched on the side of the bed in pajamas, Schindler works 
               on a breakfast of herring and eggs, cheeses, rolls and coffee.

               Someone has also brought him a newspaper. There's an 
               apologetic knock on the door before it opens.

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

               INT. FOYER, SS HEADQUARTERS - MORNING

               Schindler, the Gestapo clerk and one of the arresting officers 
               cross the foyer.

                                     GESTAPO CLERK
                         I'd advise you not to get too 
                         comfortable. Sooner or later, law 
                         prevails. No matter who your friends 
                         are.

               Schindler ignores the man completely. Reaching the front 
               doors, the clerk turns over the D.E.F. records to their owner 
               and offers his hand. Schindler lets it hang there.

                                     SCHINDLER
                         You expect me to walk home, or what?

                                     GESTAPO CLERK
                              (tightly)
                         Bring a car around for Mr. Schindler.

               EXT. D.E.F. FACTORY - DAY

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

                                     SCHINDLER
                         If you'd return the ledgers to my 
                         office I'd appreciate it.

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

                                     SCHINDLER
                         Excuse me -- hey --
                              (the guy turns)
                         They're working.

               The guy just stares. Finally he heads off with the ledgers.

               The poodle bounds out past him and over to Schindler. He 
               gives the dog a pat on the head.

               EXT. SCHINDLER'S BUILDING - EVENING

               Elegantly dressed for a night out, Schindler and Klonowska 
               emerge from the building. As they're escorted to the waiting 
               car, Schindler hesitates. A nervous figure in the shadows of 
               an alcove is gesturing to him, beckoning him.

               Schindler excuses himself. Klonowska watches as he joins the 
               man in the alcove. Their whispered conversation is over 
               quickly and the man hurries off.

               EXT. PROKOCIM DEPOT - CRACOW - LATER - NIGHT

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

               Guards mill. Handcards piled with luggage trundle by.

               People hand up children to others already in the cars and 
               climb aboard after them. The clerks are out in full force 
               with their lists and clipboards, reminding the travelers to 
               label their suitcases.

               Climbing from his Mercedes, Schindler stares. He's heard of 
               this, but actually seeing the juxtaposition -- human and 
               cattle cars -- this is something else.

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

               AN ENORMOUS LIST OF NAMES --

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

                                     SCHINDLER (O.S.)
                         He's essential. Without him, 
                         everything comes to a grinding halt. 
                         If that happens --

                                     CLERK
                         Itzhak Stern?
                              (Schindler nods)
                         He's on the list.

                                     SCHINDLER
                         He is.

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

                                     SCHINDLER
                         Well, let's find him.

                                     CLERK
                         He's on the list. If he were an 
                         essential worker, he would not be on 
                         the list. He's on the list. You can't 
                         have him.

                                     SCHINDLER
                         I'm talking to a clerk.

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

                                     SCHINDLER
                         What's your name?

                                     CLERK
                         Sir, the list is correct.

                                     SCHINDLER
                         I didn't ask you about the list, I 
                         asked you your name.

                                     CLERK
                         Klaus Tauber.

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

                                     CLERK
                         The gentleman thinks a mistake's 
                         been made.

                                     SCHINDLER
                         My plant manager is somewhere on 
                         this train. If it leaves with him on 
                         it, it'll disrupt production and the 
                         Armaments Board will want to know 
                         why.

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

                                     SERGEANT
                              (to the clerk)
                         Is he on the list?

                                     CLERK
                         Yes, sir.

                                     SERGEANT
                              (to Schindler)
                         The list is correct, sir. There's 
                         nothing I can do.

                                     SCHINDLER
                         May as well get your name while you're 
                         here.

                                     SERGEANT
                         My name? My name is Kunder. Sergeant 
                         Kunder. What's yours?

                                     SCHINDLER
                         Schindler.

               The sergeant takes out a pad. Now all three of them have 
               lists. He jots down Schindler's name. Schindler jots down 
               his and flips the pad closed.

                                     SCHINDLER
                         Sergeant, Mr. Tauber, thank you very 
                         much. I think I can guarantee you 
                         you'll both be in Southern Russia 
                         before the end of the month. Good 
                         evening.

               He walks away, back toward his car. The clerk and sergeant 
               smile. But slowly, slowly, the smiles sour at the possibility 
               that this man calmly walking away from them could somehow 
               arrange such a fate...

               ALL THREE OF THEM --

               -- Schindler, the clerk and the sergeant -- stride along the 
               side of the cars. Two of them are calling out loudly --

                                     CLERK & SERGEANT
                         Stern! Itzhak Stern!

               Soon it seems as if everybody except Schindler is yelling 
               out the name. As they reach the last few cars, the 
               accountant's face appears through the slats.

                                     SCHINDLER
                         There he is.

                                     SERGEANT
                         Open it.

               Guards yank at a lever, slide the gate open. Stern climbs 
               down. The clerk draws a line through his name on the list 
               and hands the clipboard to Schindler.

                                     CLERK
                         Initial it, please.
                              (Schindler initials 
                              the change)
                         And this...

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

                                     CLERK
                         It makes no difference to us, you 
                         understand -- this one, that one. 
                         It's the inconvenience to the list. 
                         It's the paperwork.

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

                                     STERN
                         I somehow left my work card at home. 
                         I tried to tell them it was a mistake, 
                         but they --

               Schindler silences him with a look. He's livid. Stern glances 
               down at the ground.

                                     STERN
                         I'm sorry. It was stupid.
                              (contrite)
                         Thank you.

               Schindler turns away and heads for the car. Stern hurries 
               after him. They pass an area where all the luggage, carefully 
               tagged, has been left -- the image becoming BLACK and WHITE.

               EXT./INT. MECHANICS GARAGE - NIGHT

               Mechanics' hood-lamps throw down pools of light through which 
               me wheel handcarts piled high with suitcases, briefcases, 
               steamer trunks -- BLACK and WHITE.

               Moving along with one of the handcarts into a huge garage 
               past racks of clothes, each item tagged, past musical 
               instruments, furniture, paintings, against one wall -- 
               children's toys, sorted by size.

               The cart stops. A valise is handed to someone who dumps and 
               sorts the contents on a greasy table. The jewelry is taken 
               to another area, to a pit, one of two deep lubrication bays 
               filled with watches, bracelets, necklaces, candelabra, 
               Passover platters, gold in one, silver the other, and tossed 
               in.

               At workbenches, four Jewish jewelers under SS guard sift and 
               sort and weigh and grade diamonds, pearls, pendants, brooches 
               children's rings -- faltering only once, when a uniformed 
               figure upends a box, spilling out gold teeth smeared with 
               blood -- the image saturating with COLOR.

               EXT. COUNTRYSIDE - DAY

               Fractured gravestones like broken teeth jut from the earth 
               of a neglected Jewish cemetery outside of town. Down the 
               road that runs alongside it comes a German staff car.

               INT. STAFF CAR - MOVING - DAY

               In the backseat, Untersturmfuhrer Amon Goeth pulls on a flask 
               of schnapps. His age and build are about that of Schindler's; 
               his face open and pleasant.

                                     GOETH
                         Make a nice driveway.

               The other SS officers in the car -- Knude, Haase and Hujar -- 
               aren't sure what he means. He's peering out the window at 
               the tombstones.

               EXT. GHETTO - DAY

               The staff car passes through the portals of the ghetto and 
               down the trolley lines of Lwowska Street.

               INT. STAFF CAR - MOVING - DAY

               As the car slowly cruises through the ghetto, Knude, like a 
               tour guide, briefs the new man, Goeth --

                                     KNUDE
                         This street divides the ghetto just 
                         about in half. On the right -- Ghetto 
                         A: civil employees, industry workers, 
                         so on. On the left, Ghetto B: surplus 
                         labor, the elderly mostly. Which is 
                         where you'll probably want to start.

               The look Goeth gives Knude tells him to refrain, if he would, 
               from offering tactical opinions.

                                     KNUDE
                         Of course that's entirely up to you.

               EXT. PLASZOW FORCED LABOR SITE - DAY

               Outside of town, a previously abandoned limestone quarry 
               lies nestled between two hills. The stone and brick buildings 
               look like they've been here forever; the wooden structures, 
               those that are up, are built of freshly-cut lumber.

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

               Goeth surveys the site from a knoll, clearly pleased with 
               it.

               But then he's distracted by voices -- a man's, a woman's -- 
               arguing down where some barracks are being erected.

               The woman breaks off the dialog with a disgusted wave of her 
               hand and stalks back to a half-finished barracks. The man, 
               one from the car, Hujar, sees Goeth, Knude and Haase coming 
               down the hill and moves to meet them.

                                     HUJAR
                         She says the foundation was poured 
                         wrong, she's got to take it down. I 
                         told her it's a barracks, not a 
                         fucking hotel, fucking Jew engineer.

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

                                     ENGINEER
                         The entire foundation has to be dug 
                         up and re-poured. If it isn't, the 
                         thing will collapse before it's even 
                         completed.

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

                                     GOETH
                              (calmly)
                         Shoot her.

               It's hard to tell which is more stunned by the order, the 
               woman or Hujar. Both stare at Goeth in disbelief. He gives 
               her the reason along with a shrug --

                                     GOETH
                         You argued with my man.
                              (to Hujar)
                         Shoot her.

               Hujar unholsters his pistol but holds it limply at his side.

               The workers become aware of what's happening and still their 
               hammers.

                                     HUJAR
                         Sir...

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

                                     GOETH
                         I'm sure you're right.

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

                                     GOETH
                         That's somebody who knew what they 
                         were doing. That's somebody I needed.
                              (pause)
                         Take it down, re-pour it, rebuild 
                         it, like she said.

               He turns and walks away.

               EXT. STABLES - DAWN

               Stable boys lead two horses into the pre-dawn light. The 
               animals' hoofs shatter tufts of weeds like fingers of glass; 
               fog plumes from their nostrils.

               EXT. PARK, CRACOW - DAWN

               In addition to the exhaust from idling trucks and the curling 
               smoke from the Sonderkommando units' cigarettes, there is 
               excitement in the chilly pre-dawn air.

               EXT. GHETTO - DAWN

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

               EXT. STABLES - DAWN

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

               EXT. PARK, CRACOW - DAWN

               Untersturmfuhrer Goeth, soon to be Commandant Goeth, stands 
               before the assembled troops with a flask of cognac in his 
               hand. He looks out over them proudly; they're good boys, 
               these, the best. He addresses them --

                                     GOETH
                         Today is history. The young will ask 
                         with wonder about this day. Today is 
                         history and you are a part of it.

               EXT. PEACE SQUARE, GHETTO - DAWN

               A fourteen year old kid hurries across to the square pulling 
               on his O.D. armband. Several others of the Jewish Ghetto 
               Police, Golberg among them, are already assembled there. The 
               clerks, the list makers, scissor open their folding tables, 
               set out their ink pads and stamps.

                                     GOETH (V.O.)
                         When, elsewhere, they were footing 
                         the blame for the Black Death, 
                         Kazimierz the Great, so called, told 
                         the Jews they could come to Cracow. 
                         They came.

               EXT. STABLES - DAWN

               Ingrid climbs onto one of the horses, Schindler onto the 
               other. As the animals gallop away with their riders toward a 
               wood, the stable boys wave.

                                     GOETH (V.O.)
                         They trundled their belongings into 
                         this city, they settled, they took 
                         hold, they prospered.

               EXT. PARK, CRACOW - DAWN

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

                                     GOETH
                         For six centuries, there has been a 
                         Jewish Cracow.

               EXT. WOODS - DAWN

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

               EXT. PARK, CRACOW - DAWN

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

                                     GOETH
                         By this weekend, those six centuries, 
                         they're a rumor. They never happened. 
                         Today is history.

               EXT. HILLTOP CLEARING - DAWN

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

               Schindler smiles at the view, the beauty of it with the sun 
               just coming up. From here, all of Cracow can be seen in 
               striking relief, like a model of a town.

               He can see the Vistula, the river that separates the ghetto 
               from Kazimierz; Wawel Castle, from where the National 
               Socialist Party's Hans Frank rules the Government General of 
               Poland; beyond it, the center of town.

               He begins to notice refinements: the walls that define the 
               ghetto; Peace Square, the assembly of men and boys. He notices 
               a line of trucks rolling east across the Kosciuscko Bridge, 
               and another across the bridge at Podgorze, a third along 
               Zablocie Street, all angling in on the ghetto like spokes to 
               a hub.

               EXT. GHETTO - DAY

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

               INT. APARTMENT BUILDINGS - DAWN

               Families are routed from their apartments. An appeal to be 
               allowed to pack is answered with a rifle butt; an unannounced 
               move to a desk drawer is countered with a shot.

               EXT. STREETS, GHETTO - DAWN

               Spilling out of the buildings, they're herded into lines 
               without regard to family consideration; some other 
               unfathomable system is at work here. The wailing protests of 
               a woman to join her husband's line are abruptly cut off by a 
               short burst of gunfire.

               EXT. HILLTOP - DAWN

               From here, the action down below seems staged, unreal; the 
               rifle bursts no louder than caps. Dismounting, Schindler 
               moves closer to the edge of the hill, curious.

               His attention is drawn to a small distant figure, all in 
               red, at the rear of one of the many columns.

               EXT. STREET - DAWN

               Small red shoes against a forest of gleaming black boots. A 
               Waffen SS man occasionally corrects the little girl's drift, 
               fraternally it seems, nudging her gently back in line with 
               the barrel of his rifle. A volley of shots echoes from up 
               the street.

               EXT. HILLTOP - DAWN

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

               EXT. STREET - DAWN

               A truck thundering down the street obscures her for a moment.

               Then she's moving past a pile of bodies, old people executed 
               in the street.

               EXT. HILLTOP - DAWN

               Schindler watches: she's so conspicuous, yet she keeps moving -- 
               past crowds, past dogs, past trucks -- as though she were 
               invisible.

               EXT. STREET - DAWN

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

               EXT. HILLTOP - DAWN

               Short bursts of light flash throughout the ghetto like stars.

               Schindler, fixated on the figure in red, loses sight of her 
               as she turns a corner.

               INT. APARTMENT BUILDING - DAWN

               She climbs the stairs. The building is empty. She steps inside 
               an apartment and moves through it. It's been ransacked. As 
               she crawls under the bed, the scene DRAINS of COLOR.

               The gunfire outside sounds like firecrackers.

               EXT. HILLTOP - NIGHT

               NIGHT Silence. Schindler and Ingrid are gone.

               Below, the ghetto lies like a void within the city, its 
               perimeter and interior clearly distinguishable by darkness.

               Outside it, the lights of the rest of Cracow glimmer.

               INT. D.E.F. FACTORY - NIGHT

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

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

               EXT. FOREST - PLASZOW - MORNING

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

               EXT. PLASZOW FORCED LABOR CAMP - MORNING

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

               Goldberg at one of several folding tables. The gangsterturned -- 
               ghetto-cop is now the Lord of Lists inside Plaszow.

               He and other listmakers call out names, accounting for those 
               thousands who survived the liquidation of the ghetto and now 
               stand before them in long straight rows.

               INT. GOETH'S BEDROOM, PLASZOW - MORNING

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

               EXT. GOETH'S BALCONY - MOMENTS LATER - MORNING

               Goeth steps out onto the balcony in his undershirt and shorts 
               and peers out across the labor camp, his labor camp, his 
               kingdom. Satisfied with it, even amazed, he's reminiscent of 
               Schindler looking down on his kingdom, his factory, as he 
               loves to do, from his wall of glass.

               Life is great. Goeth reaches for a rifle.

               EXT. PLASZOW SAME TIME - MORNING

               Workers loading quarry rock onto trolleys under Ukrainian 
               guard and a low morning sun. Every so often, one glances 
               with anticipation to the balcony of Goeth's "villa" -- which 
               is in fact nothing more than a two-story stone house perched 
               on a slight rise in the dry landscape.

               EXT. GOETH'S BALCONY - CONTINUED - MORNING

               The butt of the rifle against his shoulder, Goeth aims down

               at the quarry -- at this worker, at that one -- 
               indiscriminately, inscrutably. He fires a shot and a distant 
               figure falls.

               INT. GOETH'S BEDROOM - SAME TIME - MORNING

               The woman in bed groans at the echoing shot. She's used to 
               it but she still hates it; it's such an awful way to be woken.

                                     MAJOLA
                              (mutters)
                         Amon... Christ...

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

               EXT. PLASZOW - DAY

               Schindler's Mercedes winds through the camp, past warehouses 
               and workshops, trucks full of furs and furniture, work 
               details, barracks, guard blocks. A man standing alone wears 
               a sign around his neck -- "I am a potato thief."

               EXT. GOETH'S VILLA - PLASZOW - DAY

               The Mercedes pulls in next to some other nice cars parked on 
               a driveway made of tombstones from the Jewish cemetery.

               EXT. PATIO, GOETH'S VILLA - DAY

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

                                     HUJAR
                         Your machinery will be moved and 
                         installed by the SS at no cost to 
                         you. You will pay no rent, no 
                         maintenance --

               Hujar glances off, interrupted by Schindler's arrival.

               Although he's never been here, the industrialist comes in 
               like he owns the place. All but Goeth rise.

                                     SCHINDLER
                         No, no, come on, sit --

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

                                     SCHINDLER
                         How you doing?

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

                                     GOETH
                         We started without you.

                                     SCHINDLER
                         Good.

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

                                     SCHINDLER
                         Please.

               Goeth watches him. The others watch Goeth.

                                     SCHINDLER
                         I miss anything important?

                                     HUJAR
                         I was explaining to Mr. Bosch and 
                         Mr. Madritsch some of the benefits 
                         of moving their factories into 
                         Plaszow.

                                     SCHINDLER
                         Oh, good, yeah.

               Schindler clearly doesn't care, but nods as though he did.

               He drinks. Goeth just watches him with what seems to be 
               growing amusement. He nods to Hujar to continue.

                                     HUJAR
                         Since your labor is housed on-site, 
                         it's available to you at all times. 
                         You can work them all night if you 
                         want. Your factory policies, whatever 
                         they've been in the past, they'll 
                         continue to be, they'll be respected --

               Schindler laughs out loud, cutting Hujar off. Hujar glances 
               over to Goeth nonplussed.

                                     SCHINDLER
                         I'm sorry.

               He's not sorry at all, and starts in on the plate of food 
               that's set down in front of him.

                                     GOETH
                         You know, they told me you were going 
                         to be trouble -- Czurda and Scherner.

                                     SCHINDLER
                         You're kidding.

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

                                     GOETH
                         He looks great, though, doesn't he? 
                         I have to know -- where do you get a 
                         suit like that? what is that, silk?
                              (Schindler nods)
                         It's great.

                                     SCHINDLER
                         I'd say I'd get you one but the guy 
                         who made it, he's probably dead, I 
                         don't know.

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

               INT. GOETH'S OFFICE - PLASZOW - LATER - DAY

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

               Goeth pours glasses of cognac.

                                     GOETH
                         Something wonderful's happened, do 
                         you know what it is? Without planning 
                         it, we've reached that happy point 
                         in our careers where duty and 
                         financial opportunity meet.

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

                                     SCHINDLER
                         I go to work the other day, there's 
                         nobody there. Nobody tells me about 
                         this, I have to find out, I have to 
                         go in, everybody's gone --

                                     GOETH
                         They're not gone, they're here.

                                     SCHINDLER
                         They're mine!

               His voice echoes into silence. An acquiescent shrug from 
               Goeth finally. And a nod; Schindler's right.

                                     SCHINDLER
                         Every day that goes by, I'm losing 
                         money. Every worker that is shot, 
                         costs me money -- I have to get 
                         somebody else, I have to train them --

                                     GOETH
                         We're going to be making so much 
                         money, none of this is going to matter --

                                     SCHINDLER
                              (cutting him off)
                         It's bad business.

                                     GOETH
                              (shrugs)
                         Some of the boys went crazy, what're 
                         you going to do? You're right, it's 
                         bad business, but it's over with, 
                         it's done.
                              (pause)
                         Occasionally, sure, okay, you got to 
                         make an example. But that's good 
                         business.

               Schindler pours himself another shot from the bottle, nurses 
               it. He's in a foul mood. They study each other, trying to 
               determine perhaps who's more powerful. Eventually --

                                     GOETH
                         Scherner told me something else about 
                         you.

                                     SCHINDLER
                         Yeah, what's that?

                                     GOETH
                         That you know the meaning of the 
                         word gratitude. That it's not some 
                         vague thing with you like with some 
                         guys.

                                     SCHINDLER
                         True.

               Goeth tries to put the situation in perspective:

                                     GOETH
                         You want to stay where you are. You 
                         got things going on the side, things 
                         are good, you don't want anybody 
                         telling you what to do -- I can 
                         understand all that.
                              (pause)
                         What you want is your own sub-camp.

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

                                     GOETH
                         Do you have any idea what's involved? 
                         The paperwork alone? Forget you got 
                         to build it all, getting the fucking 
                         permits, that's enough to drive you 
                         crazy. Then the engineers show up. 
                         They stand around and they argue 
                         about drainage -- I'm telling you, 
                         you'll want to shoot somebody, I've 
                         been through it, I know.

                                     SCHINDLER
                         Well, you've been through it. You 
                         know. You could make things easier 
                         for me.

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

                                     SCHINDLER
                         I'd be grateful.

               There's the word Goeth was waiting to hear.

               EXT. D.E.F. SUBCAMP SITE - DAY

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

               EXT. D.E.F. SUBCAMP SITE - DAY

               A watchtower, half-erected, the little flag still in the 
               ground. Laborers hammer at it while others roll out barbed 
               wire fencing. A surveyor supervises the placement of a post 
               and carefully measures its heights; it has to be nine feet, 
               exactly.

               At a folding table in the middle of the field, Schindler 
               signs checks made out to the Construction Office, Plaszow -- 
               requisitioning more lumber, cement and hardware.

               EXT. CONSTRUCTION OFFICE, PLASZOW - DAY

               Plaszow prisoners load the requisitioned building supplies -- 
               the lumber, cement and hardware -- onto trucks.

               EXT/INT. WAREHOUSE, CRACOW - DAY

               The trucks parked not at Schindler's sub-camp, but at the 
               loading dock of Goeth's private warehouse in Cracow. Inside 
               the building can be glimpsed all kinds of Plaszow goods: 
               clothes, food, construction equipment, furniture.

               Checkbook laid out on the hood of his Mercedes, Schindler 
               pays for the requested materials a second time -- this time 
               with a check made out to Amon Goeth personally -- and hands 
               it over to his bagman, Hujar.

               EXT. D.E.F. SUBCAMP FIELD - DAY

               Some SS architects groan over a set of blueprints. Schindler 
               and an SS officer walk by.

                                     SS OFFICER
                         You have the Poles beat the Czechs, 
                         you have the Czechs beat the Poles, 
                         that way everybody stays in line.

                                     SCHINDLER
                         All I have is Jews.

               He shrugs, Too bad, what're you going to do? The SS guy has 
               to think. Yeah, that's a problem. Two huge leashed dogs yank 
               another SS man across their path.

               EXT. D.E.F. - DAY

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

               INT. D.E.F. FACTORY - DAY

               Where once they glimpsed the not too threatening figure of 
               Oskar Schindler strolling through the factory, the workers 
               who dare glance up now find armed guards moving past. And 
               further up, behind the wall of windows, Schindler moving 
               around, entertaining SS officer.

               INT. GOETH'S VILLA - NIGHT

               The Rosner brothers in evening clothes, Leo on accordion, 
               Henry on violin, playing a Strauss melody, trying to keep it 
               muted, inoffensive. Few of the guests pay attention, which 
               is fine with them. An SS officer chats with Schindler.

                                     LEO JOHN
                         -- she's seventy years old, she's 
                         been there forever -- they bomb her 
                         house. Everything's gone. The 
                         furniture, everything.

                                     SCHINDLER
                              (well aware the man 
                              is lying)
                         Thank God she wasn't there.

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

                                     LEO JOHN
                         I was thinking maybe you could help 
                         her out. Some plates and mugs, some 
                         stew pots, I don't know. Say half a 
                         gross of everything?

               Schindler looks at him for the first time, knowingly.

                                     SCHINDLER
                         She run an orphanage, your aunt?

                                     LEO JOHN
                         She's old. What she can't use maybe 
                         she can sell.

               Schindler's girl excuses herself to get a drink.

                                     SCHINDLER
                         You want it sent directly to her or 
                         through you?

                                     LEO JOHN
                         Through me, I think. I'd like to 
                         enclose a card.

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

                                     LEO JOHN
                         Your wife must be a saint.

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

                                     SCHINDLER
                         She is.

               INT. GOETH'S VILLA - LATER - NIGHT

               Goeth's girl tonight, a Pole, eighteen, nineteen, places a 
               hand on Schindler's sleeve. They're at the important end of 
               the large table with Goeth, along with Czurda and Leo John 
               and their girlfriends.

                                     GOETH'S GIRL
                         You're not a soldier?

                                     SCHINDLER
                         No, dear.

                                     CZURDA
                         There's a picture. Private Schindler? 
                         Blanket around his shoulders over in 
                         Kharkov?

               Everyone laughs.

                                     GOETH
                         Happened to what's his name -- up in 
                         Warsaw -- and he was bigger than 
                         you, Oskar.

                                     CZURDA
                         Toebbens.

                                     GOETH
                         Happened to Toebbens. Almost. Himmler 
                         goes up to Warsaw, tells the armament 
                         guys, "Get the fucking Jews out of 
                         Toebbens' factory and put Toebbens 
                         in the army," and -- "and sent him 
                         to the Front." I mean, the Front.

               Everybody laughs.

                                     GOETH
                         It's true. Never happen in Cracow, 
                         though, we all love you too much.

                                     SCHINDLER
                         I pay you too much.

               Another round of laughs, only this time it's forced.

               Everybody knows it's true, but you don't say it out loud, 
               and Schindler knows better. Goeth gives him a look; they'll 
               talk later.

               EXT. GOETH'S VILLA - LATER - NIGHT

               Goeth finds Schindler alon