Ninotchka

Writers: Melchior Lengyel, Charles Brackett, Billy Wilder, Walter Reisch

Genres: Comedy, Romance

 

                                        NINOTCHKA

                                       Written by

                      Charles Brackett, Billy Wilder & Walter Reisch


                                   Based on a story by

                                     Melchior Lengyel


                                      SHOOTING DRAFT

                                           1939

                

               FADE IN ON:

               AN ESTABLISHING SHOT OF PARIS IN THE MONTH OF APRIL

                                                               DISSOLVE TO:

               THE LUXURIOUS LOBBY OF THE HOTEL CLARENCE

               CAMERA MOVES to a CLOSE SHOT of the desk. In the background 
               is a revolving door leading to the street. Through the 
               revolving door comes a strangely dressed individual, obviously 
               one who doesn't belong in such surroundings. It is Comrade 
               Buljanoff, a member of the Russian Board of Trade. Despite 
               the spring climate of Paris, he still wears his typical 
               Russian clothes, consisting of a coat with a fur collar, a 
               fur cap, and heavy boots.

               Buljanoff glances around the lobby, obviously over-whelmed 
               by its magnificence. The Manager, puzzled by Buljanoff's 
               strange appearance, approaches him.

                                     MANAGER
                              (politely)
                         Is there anything I can do for you, 
                         monsieur?

                                     BULJANOFF
                         No, no.

               He exits toward the street. The Manager returns to his 
               customary duties, when suddenly a second Russian, similarly 
               dressed, pushes his way through the door and gazes around. 
               It is Comrade Iranoff.

               The Manager, definitely mystified by now, approaches him.

                                     MANAGER
                         Yes, monsieur?

                                     IRANOFF
                         Just looking around.

               Iranoff exits. Again the Manager returns to his duties, when 
               suddenly he sees that a third man, dressed in the same 
               fashion, has appeared in the revolving door. It is Comrade 
               Kopalski.

               Kopalski doesn't leave the revolving door at all but as it 
               turns, drinks in the whole spectacle of the lobby. The Manager 
               is by now dumfounded.

               STREET IN FRONT OF THE HOTEL CLARENCE

               A taxi stands at the curb. Buljanoff and Iranoff are waiting 
               beside it, Iranoff holding a suitcase. Kopalski, returning 
               from the hotel, joins the group.

                                     KOPALSKI
                         Comrades, why should we lie to each 
                         other? It's wonderful.

                                     IRANOFF
                         Let's be honest. Have we anything 
                         like it in Russia?

                                     ALL THREE
                              (agreeing with him)
                         No, no, no.

                                     IRANOFF
                         Can you imagine what the beds would 
                         be in a hotel like that?

                                     KOPALSKI
                         They tell me when you ring once the 
                         valet comes in; when you ring twice 
                         you get the waiter; and do you know 
                         what happens when you ring three 
                         times? A maid comes in -- a French 
                         maid.

                                     IRANOFF
                              (with a gleam in his 
                              eye)
                         Comrades, if we ring nine times... 
                         let's go in.

                                     BULJANOFF
                              (stopping him)
                         Just a minute -- just a minute -- I 
                         have nothing against the idea but I 
                         still say let's go back to the Hotel 
                         Terminus. Moscow made our reservations 
                         there, we are on an official mission, 
                         and we have no right to change the 
                         orders of our superior.

                                     IRANOFF
                         Where is your courage, Comrade 
                         Buljanoff?

                                     KOPALSKI
                         Are you the Buljanoff who fought on 
                         the barricades? And now you are afraid 
                         to take a room with a bath?

                                     BULJANOFF
                              (stepping back into 
                              the taxi)
                         I don't want to go to Siberia.

               Iranoff and Kopalski follow him reluctantly.

                                     IRANOFF
                         I don't want to go to the Hotel 
                         Terminus.

                                     KOPALSKI
                         If Lenin were alive he would say, 
                         "Buljanoff, Comrade, for once in 
                         your life you're in Paris. Don't be 
                         a fool. Go in there and ring three 
                         times."

                                     IRANOFF
                         He wouldn't say that. What he would 
                         say is "Buljanoff, you can't afford 
                         to live in a cheap hotel. Doesn't 
                         the prestige of the Bolsheviks mean 
                         anything to you? Do you want to live 
                         in a hotel where you press for the 
                         hot water and cold water comes and 
                         when you press for the cold water 
                         nothing comes out at all? Phooey, 
                         Buljanoff!"

                                     BULJANOFF
                              (weakening)
                         I still say our place is with the 
                         common people, but who am I to 
                         contradict Lenin? Let's go in.

               All three start to leave the taxi, as we

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE -- AT THE DESK

               Buljanoff, Iranoff, and Kopalski are approaching the Manager, 
               their only suitcase carried by two of them.

                                     KOPALSKI
                         Are you the manager?

                                     MANAGER
                              (eyeing the three 
                              suspiciously)
                         Yes.

                                     KOPALSKI
                         Pardon me for introducing Comrade 
                         Iranoff, member of the Russian Board 
                         of Trade.

                                     MANAGER
                              (bowing with strained 
                              politeness)
                         Monsieur.

                                     IRANOFF
                         This is Comrade Kopalski.

                                     MANAGER
                         Monsieur.

                                     BULJANOFF
                         I am Comrade Buljanoff.

                                     MANAGER
                         Monsieur.

                                     BULJANOFF
                         May I ask how much your rooms are?

                                     MANAGER
                              (trying to get rid of 
                              them)
                         Well, gentlemen, I'm afraid our rates 
                         are rather high.

                                     BULJANOFF
                         Why should you be afraid?

               The other two nod their agreement. The Manager has noted the 
               single suitcase.

                                     MANAGER
                              (haughtily)
                         I might be able to accommodate you. 
                         Is there some more luggage?

                                     IRANOFF
                         Oh, yes, but have you a safe here 
                         big enough to hold this?

                                     MANAGER
                         I'm afraid we have no boxes of that 
                         size in our vault, but there is one 
                         suite with a private safe...

                                     IRANOFF
                         That's even better.

                                     MANAGER
                         But, gentlemen, I am afraid...

                                     BULJANOFF
                         He's always afraid.

               The other two exchange a look of agreement again.

                                     MANAGER
                              (a little annoyed)
                         I just wanted to explain. The 
                         apartment may suit your convenience 
                         but I doubt that it will fit your 
                         convictions. It's the Royal Suite.

               The mention of the Royal Suite startles the three.

                                     BULJANOFF
                         Royal Suite!
                              (To the manager)
                         Just a minute.

               The Three Russians take a step away from the manager and go 
               into a huddle.

                                     BULJANOFF
                              (in a low voice)
                         Now Comrades, I warn you... if it 
                         gets out in Moscow that we stay in 
                         the Royal Suite we will get into 
                         terrible trouble.

                                     IRANOFF
                              (defending his right 
                              to a good time)
                         We'll just say we had to take it on 
                         account of the safe. That's a perfect 
                         excuse. There was no other safe big 
                         enough.

               The other two welcome the suggestion with relish.

                                     BULJANOFF AND IRANOFF
                         That's right. Good, very good.

               Suddenly Buljanoff grows skeptical again.

                                     BULJANOFF
                         Of course, we could take out the 
                         pieces and distribute them in three 
                         or four boxes in the vault and take 
                         a small room. That's an idea, isn't 
                         it?

               For a moment all three see their bright plans crumble. Then 
               Iranoff comes to the rescue.

                                     IRANOFF
                         Yes, it's an idea, but who says we 
                         have to have an idea?

               Buljanoff and Kopalski see the logic of this and their faces 
               light up.

                                     BOTH
                         That's right... that's right.

                                     BULJANOFF
                              (turning to the Manager)
                         Give us the Royal Suite.

               The Manager leads the three toward the elevator. The CAMERA 
               FOLLOWS THEM and NARROWS DOWN to the suitcase carried by two 
               of the Russians.

                                                               DISSOLVE TO:

               DARK INTERIOR OF SAFE -- ROYAL SUITE

               We hear from the outside the turning of a key, the opening 
               of a door, then the turning of the dial, and then we see the 
               safe door open. Through the open door we now see the Royal 
               Suite. The Three Russians are standing in front of the safe. 
               One of them puts the suitcase into it.

               MEDIUM SHOT -- ROYAL SUITE OF THE HOTEL CLARENCE

               Shooting from the interior of the room toward the safe. The 
               Three Russians are standing around it. As Buljanoff and 
               Iranoff close the safe door, Kopalski walks out of the shot. 
               The CAMERA STAYS for a few seconds on Buljanoff and Iranoff, 
               then PANS OVER to the center of the room, where a waiter is 
               setting a breakfast table. He is the former Count Rakonin, a 
               Russian exile employed by the Hotel Clarence. Rakonin is 
               looking with great interest toward the safe, and as he does 
               so we hear Kopalski's voice talking into the telephone.

                                     KOPALSKI'S VOICE
                         Will you connect me with Mercier... 
                         yes, the jeweler...

               Rakonin pricks up his ears and looks toward the telephone.

               CLOSE SHOT -- KOPALSKI -- AT TELEPHONE

                                     KOPALSKI
                         I want to speak with Monsieur Mercier 
                         personally... Hello, Monsieur Mercier? 
                         This is Kopalski of the Russian Board 
                         of Trade. We arrived this morning... 
                         Thank you.

               CLOSE SHOT -- RAKONIN

               As he sets the breakfast table, his interest in the telephone 
               conversation increases.

                                     KOPALSKI'S VOICE
                         Yes, everything is here. The necklace 
                         too. All fourteen pieces... What? 
                         No, Monsieur Mercier, the court jewels 
                         of the Duchess Swana consisted of 
                         fourteen pieces. Why don't you check 
                         on that? Naturally, we have all the 
                         necessary credentials.

               As the voice continues, we

                                                               DISSOLVE TO:

               SERVICE STAIRCASE -- HOTEL CLARENCE

               Rakonin hurries down the stairs, buttoning his overcoat around 
               him. He exits through a door to the street.

               STREET CORNER NEAR THE HOTEL CLARENCE

                                                                   WIPE TO:

               Rakonin is getting into a taxi.

                                     RAKONIN
                              (to taxi driver)
                         Eight Rue de Chalon.

                                                                   WIPE TO:

               INSERT the House Number "8"

               above the doorway of a Parisian apartment house. Camera pulls 
               back to medium shot of the whole entrance. Into it is striding 
               a typical Parisian playboy. He is Count Leon d'Algout.

               ENTRANCE HALL -- SWANA'S APARTMENT

               The door is being opened by Swana's maid. Leon enters like a 
               man thoroughly at home.

                                     MAID
                         Good morning, Count.

                                     LEON
                         Good morning.

                                     MAID
                         Her Highness is still dressing.

                                     LEON
                              (as he walks toward 
                              Swana's door)
                         That's all right.

               LONG SHOT -- SWANA'S ROOM

               Swana sits at her dressing table in a negligee. Leon enters 
               with the easy air of an old friend. He kisses her lightly.

                                     SWANA
                         Hello, Leon!

                                     LEON
                         Good morning, Swana.

               During Swana's long speech he sits down, not paying much 
               attention to her patter, lights a cigarette, and glances 
               through a magazine.

                                     SWANA
                         It's really a wretched morning... 
                         wretched. I can't get myself right. 
                         I wanted to look mellow and I look 
                         brittle. My face doesn't compose 
                         well... all highlights... how can I 
                         dim myself down, Leon? Suggest 
                         something. I am so bored with this 
                         face. I wish I had someone else's 
                         face. Whose face would you have if 
                         you had your choice? Oh, well, I 
                         guess one gets the face one deserves.

                                     LEON
                         Your conversation has one marvelous 
                         advantage, Swana. However many 
                         questions you ask you never expect 
                         an answer.

                                     SWANA
                         Don't you find that restful?... Why 
                         didn't you come last night?

                                     LEON
                         Darling, I was busy looking out for 
                         your interests.

                                     SWANA
                         Did you win?

                                     LEON
                              (enthusiastically)
                         We can forget horse racing, roulette, 
                         the stock market... our worries are 
                         over! You remember that platinum 
                         watch with the diamond numbers? You 
                         will be in a position to give it to 
                         me.

                                     SWANA
                              (with humor)
                         Oh, Leon, you are so good to me.
                              (She kisses him)

                                     LEON
                         We can be rich if you say the word. 
                         I had dinner with the Guizots last 
                         night.

                                     SWANA
                              (contemptuously)
                         Those newspaper people?

                                     LEON
                         You'd be surprised how many nice 
                         people dine with the Guizots.

                                     SWANA
                         What a gruesome proof of the power 
                         of the press!

                                     LEON
                         Now listen, Swana... I sold Monsieur 
                         Guizot the idea of publishing your 
                         memoirs in the Gazette Parisienne. 
                         "The Life and Loves of the Grand 
                         Duchess Swana of Russia"!

                                     SWANA
                              (protestingly)
                         Oh, Leon!

                                     LEON
                         Sweetheart, we won't have to bother 
                         about our future if you are willing 
                         to raffle off your past!

                                     SWANA
                         Was it for this that I refused to 
                         endorse Dr. Bertrand's Mouthwash? I 
                         could have made a little fortune by 
                         saying that the Vincent Vacuum Cleaner 
                         was the only vacuum cleaner ever 
                         used by the Romanoffs... and now you 
                         want them to smear my life's secrets 
                         over the front page of a tabloid?

                                     LEON
                         I understand how you feel, but there 
                         is a limit to everything, particularly 
                         pride and dignity. They are willing 
                         to pay any price! They have a 
                         circulation of two million!

                                     SWANA
                         Imagine two million clerks and shop 
                         girls peeking into my life for a 
                         sou! Think of my lovely life being 
                         wrapped around cheese and blood 
                         sausages! I can see a big grease 
                         spot in the midst of my most intimate 
                         moments!

               Leon knows on which note to play for Swana's benefit.

                                     LEON
                         Well, I am the last person to persuade 
                         you, but don't do it blindly... if 
                         this is your decision, you must be 
                         prepared to face the consequences...
                              (With the expression 
                              of a man ready to 
                              give his all)
                         I will have to go to work.

               Swana rises and goes over to Leon. His method has been highly 
               successful.

                                     SWANA
                         My little Volga boatman! Stop 
                         threatening! I don't deserve this.
                              (Embracing him)
                         Are you my little Volga boatman?

                                     LEON
                         Now, Swana...

                                     SWANA
                         First tell me, are you my little 
                         Volga boatman?

                                     LEON
                              (anything to stop her)
                         Yes, I'm your little Volga boatman.

                                     SWANA
                              (walking back to the 
                              dressing table)
                         Well... two million readers... I 
                         know exactly what they want. Chapter 
                         One: "A Childhood behind Golden Bars. 
                         Lovely Little Princess Plays with 
                         Rasputin's Beard."

               Leon sits down next to her, growing enthusiastic.

                                     LEON
                         I've got one chapter Guizot thinks 
                         is terrific. "Caviar and Blood." 
                         Swana escapes over the ice!

                                     SWANA
                         A couple of bloodhounds and we have 
                         Uncle Tom's Cabin.

                                     LEON
                              (thinking of another 
                              idea)
                         Darling, this would be wonderful! 
                         Just once... weren't you attacked by 
                         a Bolshevik?

                                     SWANA
                              (straining her memory)
                         Was I? No... not by a Bolshevik!

                                     LEON
                         Too bad! Brings our price down ten 
                         thousand francs!

               There is a knock on the door.

                                     SWANA
                         Come in.

               The Maid enters.

                                     MAID
                         Count Rakonin asks the privilege of 
                         a few words, Your Highness.

                                     LEON
                         Count Rakonin?

                                     SWANA
                         He's a waiter at the Clarence, poor 
                         devil. You know him.

                                     LEON
                         Oh, yes.

                                     SWANA
                         Tell him I won't be able to see him 
                         for a half an hour.

                                     MAID
                         The Count says if it could be as 
                         soon as possible. It is luncheon 
                         time and he is just between courses.

               The Maid exits. Swana walks toward the door of the living 
               room.

               LIVING ROOM -- SWANA'S APARTMENT

               A charming room, which manages to create a little of the 
               atmosphere of Old Russia. Rakonin stands, his overcoat still 
               buttoned about him, waiting nervously. Swana enters, leaving 
               the door ajar. Rakonin approaches her with the respect he 
               would have paid her at the Imperial Court.

                                     RAKONIN
                         Your Highness.

                                     SWANA
                         How do you do, my friend.

                                     RAKONIN
                         Your Highness, forgive this intrusion, 
                         but...

                                     SWANA
                         What is it, Rakonin? Did you lose 
                         your job?

                                     RAKONIN
                         No, madame, something of the utmost 
                         importance... it concerns your jewels.

                                     SWANA
                         My jewels?!

                                     RAKONIN
                         I remember one birthday of His 
                         Majesty, our beloved Czar... I had 
                         the honor of being on guard at the 
                         summer palace... I still see you 
                         bending before His Majesty... You 
                         wore your diadem and a necklace... 
                         your face seemed to be lighted by 
                         the jewels.

                                     SWANA
                              (puzzled)
                         Why do you bring this up after so 
                         many years?

                                     RAKONIN
                         They are here!... Your jewels!... 
                         Here in Paris!

                                     SWANA
                         Alexis! Do you know what you are 
                         saying?

                                     RAKONIN
                         This morning three Soviet agents 
                         arrived. I overheard a telephone 
                         conversation with Mercier, the 
                         jeweler. Your Highness, they are 
                         going to sell them!

               MEDIUM SHOT -- DOOR OF BEDROOM

               From the door of the bedroom appears Leon, his face alert.

                                     LEON
                         Did I hear something about jewels?

                                     SWANA
                         Rakonin, bless him, has given me the 
                         most amazing news!

               MEDIUM CLOSE -- SWANA AND RAKONIN

               Swana goes to the telephone.

                                     SWANA
                              (into phone)
                         Balzac 2769...
                              (to Leon)
                         My lawyer...

               Leon steps to her side, highly interested.

                                     RAKONIN
                         I am sorry... I have to leave.

                                     SWANA
                              (to Rakonin)
                         Thank you so much, my friend. I will 
                         get in touch with you.

               Count Rakonin leaves.

                                     SWANA
                              (into phone)
                         This is the Duchess Swana... I want 
                         to speak to Monsieur Cornillon... 
                         it's very important... please get 
                         him right away... Hello, Monsieur 
                         Cornillon? The most incredible thing 
                         has happened! My jewels are here in 
                         Paris! Three Bolshevik swine are 
                         trying to sell them! Yes... yes... 
                         we must act immediately!... Call the 
                         police... Have them arrested!... 
                         Well, then, get an injunction!... 
                         But do something, Monsieur Cornillon!
                              (apparently the answer 
                              is some objection 
                              from Cornillon)
                         ...But they are my jewels! There 
                         must be some way of getting them 
                         back!

                                     LEON
                              (just as nervous as 
                              Swana)
                         What does he say?

                                     SWANA
                              (to Leon)
                         Shhh!
                              (into phone)
                         ...But how can there be a question?... 
                         Are you my lawyer or theirs?... All 
                         right, I'll let you know!

               She hangs up, rises, the legal situation whirling around in 
               her brain.

                                     LEON
                         What did he say?

                                     SWANA
                              (discouraged)
                         It looks pretty hopeless... there 
                         may be a chance... that's all... The 
                         French Government has recognized 
                         Soviet Russia and he doubts that 
                         they will risk a war for my poor 
                         sake. He might be able to make up 
                         some kind of a case but it would 
                         cost money, money, money!... That's 
                         all they are interested in -- those 
                         lawyers!

                                     LEON
                              (taking her in his 
                              arms)
                         Darling, calm down. Why do you need 
                         a lawyer? Haven't you your little 
                         Volga boatman?

               Swana looks up at him, hope dawning in her eyes, as we

               INSERT OF THE JEWELS

                                                               DISSOLVE TO:

               spread out on a table in the Royal Suite. Camera pulls back 
               to a LONGER SHOT. We see Mercier, the jeweler, examining the 
               jewels with an eyepiece screwed in his eye. Around him stand 
               the Three Russians. Mercier, a middle-aged man of the greatest 
               suavity and elegance, but a shrewd trader none the less, 
               looks up.

                                     MERCIER
                         Very good... superb... excellent... 
                         it would be foolish to belittle the 
                         quality of the merchandise but your 
                         terms are impossible. My counteroffer 
                         is the absolute maximum.

                                     KOPALSKI
                         But, Monsieur Mercier...

                                     MERCIER
                              (continuing)
                         Gentlemen, I'll let you in on a little 
                         secret... we are only undertaking 
                         this deal for the prestige involved, 
                         and, quite frankly, we are expecting 
                         to take a loss.

               Iranoff draws Buljanoff aside and whispers in his ear.

                                     IRANOFF
                              (whispering)
                         Capitalistic methods...

                                     BULJANOFF
                         They accumulate millions by taking 
                         loss after loss.

               The telephone rings.

                                     BULJANOFF
                              (answering phone)
                         Hello... this is Buljanoff, Iranoff, 
                         and Kopalski... Who?... Count 
                         d'Algout?... No, no... it must be a 
                         mistake... we can't be disturbed.

                                     MERCIER
                              (continuing)
                         I assure you no one else could meet 
                         the figure named by my syndicate... 
                         at least under the present economic 
                         conditions.

                                     KOPALSKI
                         We can wait.

                                     IRANOFF
                              (pompously)
                         Do we give the impression of people 
                         who are pressed for money?

                                     MERCIER
                         Yes. Gentlemen... let's put our cards 
                         face down. Right now there is a 
                         Russian commission in New York trying 
                         to sell fifteen Rembrandts. There is 
                         another in London mortgaging the oil 
                         fields in Baku. You need money and 
                         you need it quickly. I think my offer 
                         is fair and does not even take 
                         advantage of your situation.

               CLOSE-UP -- BULJANOFF, IRANOFF, AND KOPALSKI

                                     KOPALSKI
                              (to Mercier)
                         Just a minute.

               The Three Russians step to one side.

                                     IRANOFF
                              (in a low voice)
                         He's cutting our throat...

                                     BULJANOFF
                         But what can we do?... We have to 
                         accept.

                                     KOPALSKI
                         Comrades! Comrades! Don't let's give 
                         in so quickly. After all we have to 
                         uphold the prestige of Russia.

                                     BULJANOFF
                         All right, let's uphold it for another 
                         ten minutes.

               SHOT OF THE WHOLE GROUP

               There is a knock at the door. Iranoff walks toward it, unlocks 
               it, opens it a little. In the door appears Leon.

                                     IRANOFF
                         We don't want to be disturbed.

                                     LEON
                         My name is Count d'Algout. I 
                         telephoned.

                                     IRANOFF
                         If you want to see us you must come 
                         later.

                                     LEON
                         I just want a word with Monsieur 
                         Mercier.

                                     IRANOFF
                         But you can't...

               Leon pushes his way in. He approaches Monsieur Mercier. The 
               Russians get between him and the jewels and during the 
               following scene put them back into the safe.

                                     LEON
                         Monsieur Mercier. May I introduce 
                         myself? I am Count Leon d'Algout. I 
                         think I had the pleasure of meeting 
                         you in your beautiful shop. I was 
                         admiring a platinum watch with diamond 
                         numbers.

                                     MERCIER
                         Oh, yes, yes...

                                     LEON
                              (glancing at the jewels)
                         Glorious, aren't they?

                                     KOPALSKI
                         Now, monsieur, you have no right...

                                     LEON
                              (very charmingly)
                         Just a moment.
                              (to Mercier)
                         I hope you haven't closed this deal, 
                         Monsieur Mercier. It might bring you 
                         into serious difficulties.

                                     ALL THREE RUSSIANS
                         Who are you? What do you want? What 
                         is this?

                                     LEON
                         These jewels are the property of the 
                         Duchess Swana of Russia, and were 
                         seized illegally by the Soviet 
                         Government. I am acting for Her 
                         Highness, the Duchess. Here is my 
                         power of attorney.

               He hands it to Mercier, who reads it.

                                     IRANOFF
                              (excitedly)
                         You know, Monsieur Mercier, this is 
                         all non-sense.

                                     KOPALSKI
                         These may have been the jewels of 
                         the Duchess Swana, but, like all 
                         private property, they were 
                         confiscated by the State.

                                     LEON
                         We'll leave the problem of their 
                         ownership to the French courts. 
                         Meanwhile I have filed a petition 
                         for an injunction to prohibit you 
                         from either selling or removing the 
                         jewels. Here is a copy.

               The Russians take the copy of the injunction, read it 
               flabbergasted. As they do so, Leon turns to Monsieur Mercier.

                                     LEON
                         I thought it my duty to warn you. I 
                         would hate to see you get in any 
                         trouble, monsieur.

                                     MERCIER
                         Thank you.
                              (he turns to the 
                              Russians)
                         Gentlemen, this introduces a new 
                         element into our negotiations. Until 
                         this claim is completely settled...

                                     KOPALSKI
                         We can call our ambassador.

                                     IRANOFF
                         I give you my word! They were 
                         confiscated legally!

                                     MERCIER
                         Please try to understand my position. 
                         I am not with-drawing. My offer stands 
                         and as soon as you produce a clear 
                         title, approved by the French courts, 
                         the deal is settled. Until then, 
                         good day.

               He bows and starts toward the door. Leon accompanies him, 
               opening the door as though he were the host.

                                     LEON
                              (intimately)
                         I hope you will forgive me, Monsieur 
                         Mercier.

                                     MERCIER
                              (in a low voice)
                         On the contrary. I consider myself 
                         very lucky. Good day.

               He bows.

                                     LEON
                              (bowing)
                         Good day, monsieur.

               Mercier leaves. Leon closes the door and turns back into the 
               room to the three outraged Russians.

                                     LEON
                              (jauntily)
                         Well, gentlemen... how about a little 
                         lunch?

                                     IRANOFF
                         Get out of here!

                                     LEON
                         Don't look so gloomy, gentlemen. All 
                         is not lost. You may have a chance.

                                     KOPALSKI
                              (bursting forth)
                         We may have a chance.

                                     LEON
                         Yes... a very slim one. I want to be 
                         fair. I don't deny that you might 
                         make out some kind of a case.

                                     KOPALSKI
                         We haven't anything to discuss with 
                         you. We'll talk to a lawyer!

                                     LEON
                         All right -- go ahead... you talk to 
                         the lawyer and I'll talk to the judge!

                                     IRANOFF
                         That won't help you! You can't 
                         intimidate us!

                                     KOPALSKI
                         Soviet Russia will put all its might 
                         behind this case.

                                     BULJANOFF
                         You think because you represent the 
                         former Duchess...

                                     LEON
                         The Duchess...

                                     BULJANOFF
                         The former Duchess!

                                     LEON
                         In any case, gentlemen, a charming, 
                         beautiful, exquisite woman. I warn 
                         you, if this case comes to trial it 
                         will be before a French court, and 
                         when the Duchess takes the stand...

                                     IRANOFF
                         All right, go ahead, get her on the 
                         witness stand! What can she say?

                                     LEON
                         But how will she look? The fashions 
                         this spring are very becoming to 
                         her. Gentlemen, the judge will be 
                         French, the jury will be French, 
                         everybody in that courtroom will be 
                         French. Have you ever seen a French 
                         court when a beautiful woman sits on 
                         the witness stand and lifts her skirt 
                         a little? You sit down and pull up 
                         your pants and where will it get 
                         you?

                                     IRANOFF
                         I suppose you expect us to hand over 
                         the jewels?

                                     LEON
                         Oh, no, no. I am not a highwayman, 
                         I'm just a nuisance. All I'm trying 
                         to do is make things as difficult as 
                         possible.

                                     BULJANOFF
                         Not that we are giving in one inch, 
                         but tell us... what is in your mind?

                                     LEON
                         Well, gentlemen, how about my 
                         proposition?

                                     IRANOFF
                         What proposition?

                                     LEON
                         I just said let's have a little lunch.
                              (picking up the 
                              telephone)
                         Room service.

               MEDIUM SHOT -- CORRIDOR OF THE HOTEL CLARENCE

                                                               DISSOLVE TO:

               shooting toward door leading to the Royal Suite. Two waiters 
               are wheeling in a table on which is a block of ice filled 
               with caviar and a collection of the most delicious hors 
               d'oeuvres. They enter the room. After the door is closed we 
               hear from within loud SOUNDS of approval from Buljanoff, 
               Iranoff, and Kopalski. The CAMERA STAYS on the door. After a 
               few seconds a very good-looking cigarette girl enters the 
               room and from within we HEAR even louder SOUNDS of approval. 
               Next a waiter enters carrying champagne and another with 
               glasses on a tray. As they are going into the room, the 
               cigarette girl comes out and runs excitedly down the corridor. 
               Camera pans with her away from the door as she starts down 
               the staircase.

               MEDIUM SHOT -- DOOR OF THE ROYAL SUITE

               Some of the waiters come out, others go in, carrying further 
               delicacies.

               MEDIUM SHOT -- HEAD OF STAIRCASE

               Up the staircase pants the cigarette girl, followed by two 
               other cigarette girls. Camera pans with them as they rush 
               toward the door of the Royal Suite and enter. From within we 
               HEAR terrific greetings. The CAMERA REMAINS ON THE DOOR as 
               we SLOWLY DISSOLVE INTO EVENING.

               The electric lights are lit and a band of five Hungarian 
               musicians enters carrying typical Hungarian instruments, 
               including a cimbalom.

               LONG SHOT -- ROYAL SUITE

               The orchestra is playing; the Three Russians, very high by 
               now, are dancing with the girls. One of them is wearing the 
               cigarette tray of one of the girls. It is a harmless but 
               loud and hilarious party. Apart from all the hullabaloo sits 
               Leon at the desk, a telegraph blank before him.

                                     LEON
                         Hey, Sascha! Serge! Misha!

               The three come to him, all in the gayest, most agreeable 
               mood.

                                     KOPALSKI
                         Yes, Leon...

                                     IRANOFF
                              (pawing him)
                         What is it, my boy?

                                     LEON
                         About this telegram to Moscow. Why 
                         should you bother? I'll write it for 
                         you.

                                     BULJANOFF
                         Leon... Leonitchka...
                              (he embraces Leon)
                         Why are you so good to us?
                              (he kisses Leon)

                                     IRANOFF
                              (kissing Leon too)
                         Leon, my little boy.

                                     KOPALSKI
                              (joining them)
                         Oh, Leon, you are so good.

                                     LEON
                              (freeing himself as 
                              best he can)
                         What's the name of that Commissar on 
                         the Board of Trade?

                                     IRANOFF
                         Razinin.

                                     LEON
                              (writing)
                         Razinin, Board of Trade, Moscow.

                                     KOPALSKI
                         You wouldn't like Razinin.

                                     BULJANOFF
                         He's a bad man. Sends people to 
                         Siberia!

                                     IRANOFF
                         We don't like Razinin.

                                     BULJANOFF
                              (again pawing Leon)
                         We like you, Leon -- don't we like 
                         Leon?

               The others join him and kiss Leon.

                                     IRANOFF AND KOPALSKI
                         Yes, we like Leon... little 
                         Leonitchka.

               This brings on a new frenzy of Russian affection. Leon frees 
               himself and rises.

                                     LEON
                         How does this strike you? Commissar 
                         Razinin, Board of Trade, Moscow. 
                         Unexpected situation here. Duchess 
                         Swana in Paris claims jewels, and 
                         has already brought injunction against 
                         sale or removal. After long and 
                         careful study we suggest in the 
                         interest of our beloved country a 
                         fifty-fifty settlement as best 
                         solution. Iranoff, Buljanoff, and 
                         Kopalski.

                                     KOPALSKI
                         If we say that, Leon... we'll be 
                         sent to Siberia!

                                     IRANOFF
                         And if we have to go to Siberia...

                                     LEON
                              (still looking over 
                              the telegram)
                         I'll send you a muff.

                                     BULJANOFF
                         Oh, why are you so good to us?

                                     IRANOFF AND KOPALSKI
                         Yes, you are so good, Leon.

               Again they overwhelm Leon with an avalanche of Russian 
               affection. At this moment Rakonin enters with some new bottles 
               of champagne. The Russians immediately leave Leon and direct 
               their affection toward Rakonin, embracing and kissing him.

                                     ALL THREE RUSSIANS
                         Comrade waiter, dear waiteritchka!... 
                         Why are you so good to us? You good 
                         waiter!

               After Rakonin has turned over the champagne to the Russians, 
               Leon takes him aside.

                                     LEON
                         Take this telegram to the telegraph 
                         office at once!

                                     RAKONIN
                         Yes, monsieur.

               He leaves the room.

               CLOSE SHOT -- DOOR LEADING TO CORRIDOR OF HOTEL CLARENCE

               Rakonin comes out with the telegram. The CAMERA PANS with 
               him as he hurries down the corridor, reading it. The CAMERA 
               NARROWS DOWN on an insert of the telegram as we

                                                               DISSOLVE TO:

               TELEGRAPH WIRES OVER A WIDE SWEEP OF COUNTRY

                                                               DISSOLVE TO:

               TELEGRAPH WIRES OVER THE ROOFS OF MOSCOW

               Pan down past the roof of an official building to a CLOSE 
               SHOT of a window. Behind it stands Razinin, reading the 
               telegram. He is a violent, militant Bolshevik.

               The telegram fills him with rage. As he crumples it, and 
               stares into space, his expression bodes ill for Buljanoff, 
               Iranoff, and Kopalski.

                                                                  FADE OUT:

               MEDIUM SHOT -- UPPER CORRIDOR OF HOTEL CLARENCE

               FADE IN:

               shooting toward door of elevator. The elevator comes up and 
               stops, the door opens, and the Three Russians step out. They 
               are very smartly dressed and look like any urbane gentlemen 
               coming from the races. Two of them have racing glasses. As 
               they walk toward the Royal Suite, Lady Lavenham, an elderly 
               English aristocrat, comes out of her room.

                                     LADY LAVENHAM
                         Good afternoon, messieurs, mes 
                         Comrades.

                                     ALL THREE RUSSIANS
                         Good afternoon, Lady Lavenham.

                                     KOPALSKI
                         And how is Lord Lavenham?

                                     BULJANOFF
                         ...and little Lady Beatrice?

                                     LADY LAVENHAM
                         Very well. Did fortune favor you at 
                         the races?

                                     IRANOFF
                         Comme ci, comme ca.

                                     LADY LAVENHAM
                         I understand... nothing to write 
                         home about.

                                     BULJANOFF
                              (alarmed)
                         Who wants to write home about it?

                                     LADY LAVENHAM
                         It's just a saying. How about joining 
                         us Saturday night for dinner? We're 
                         having a few friends.

                                     KOPALSKI
                         Are we free, Buljanoff?

                                     BULJANOFF
                         Possibly.

                                     IRANOFF
                         We'll manage.

                                     LADY LAVENHAM
                         Then let's say at nine.

                                     BULJANOFF
                         Black tie or white tie?

                                     LADY LAVENHAM
                         Oh, let's make it white.

                                     BULJANOFF
                         Certainly!

                                     LADY LAVENHAM
                         Au revoir.

                                     ALL THREE RUSSIANS
                         Au revoir.

               As they walk into the Royal Suite, Buljanoff tosses off an 
               urbane comment.

                                     BULJANOFF
                         Nice people.

               ANTEROOM OF ROYAL SUITE

               As the three enter, the telephone rings. Buljanoff and 
               Kopalski go into the living room. Iranoff answers the 
               telephone.

                                     IRANOFF
                              (into telephone)
                         Yes, Leon...
                              (a little bit annoyed)
                         What is it, Leon?... You can't hurry 
                         such things... You must give Moscow 
                         a little time... There's nothing we 
                         can do about it... why don't you 
                         drop in later?... Au revoir...

               He steps into the living room.

               LIVING ROOM

               As Iranoff enters Buljanoff rushes toward him.

                                     BULJANOFF
                         Misha! Misha!

                                     IRANOFF
                         What is it?

                                     BULJANOFF
                         A telegram from Moscow! It must have 
                         been here all day!

                                     KOPALSKI
                              (joining them and 
                              reading telegram)
                         Halt negotiations immediately. Envoy 
                         extraordinary arrives Thursday six 
                         ten with full power. Your authority 
                         cancelled herewith. Razinin.

                                     IRANOFF
                         It is Thursday!

                                     BULJANOFF
                         It's six o'clock already!

               They rush into the bedroom.

                                     KOPALSKI
                         I always said it would be Siberia!

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE

               Manager at desk. Iranoff, Buljanoff, and Kopalski rush from 
               the direction of the elevator. Iranoff pauses at the desk. 
               The others go on to the door and wait for him there.

                                     IRANOFF
                              (to Manager)
                         A Special Envoy is coming from Moscow. 
                         He'll occupy the Royal Suite. Move 
                         our things to the smallest room you've 
                         got.

                                     MANAGER
                         Yes, monsieur.

                                     IRANOFF
                         Right away... instantly!

               From the door Buljanoff and Kopalski call impatiently.

                                     BULJANOFF AND KOPALSKI
                         Iranoff!

                                     IRANOFF
                         I'm coming!

               As he starts toward the door, we

                                                               DISSOLVE TO:

               PLATFORM -- PARIS RAILROAD STATION

               The train has already arrived as the Three Russians hurry 
               down the platform. Neither do they know the name of the Envoy 
               Extraordinary, nor his appearance, and they are searching 
               the crowd for some clue.

                                     IRANOFF
                         This is a fine thing. Maybe we've 
                         missed him already.

                                     KOPALSKI
                         How can you find somebody without 
                         knowing what he looks like?

               Iranoff points to a bearded man with a knapsack.

                                     IRANOFF
                         That must be the one!

                                     BULJANOFF
                         Yes, he looks like a comrade!

               They follow the man, but just as they are ready to approach 
               him he is greeted by a German Girl. Both raise their hands 
               in the Nazi salute.

                                     BEARDED MAN AND GIRL
                         Heil Hitler!

               As the two embrace, the Three Russians stop in their tracks.

                                     KOPALSKI
                         No, that's not him...

                                     BULJANOFF
                         Positively not!

               By now the platform is almost empty. As the Russians in the 
               foreground look around helplessly, we see in the background 
               a woman who obviously is also looking for someone. It is 
               Ninotchka Yakushova, the Envoy Extraordinary. The Russians 
               exchange troubled looks and go toward her. Ninotchka comes 
               forward. As they meet she speaks.

                                     NINOTCHKA
                              (to Iranoff)
                         I am looking for Michael Simonovitch 
                         Iranoff.

                                     IRANOFF
                         I am Michael Simonovitch Iranoff.

                                     NINOTCHKA
                         I am Nina Ivanovna Yakushova, Envoy 
                         Extraordinary, acting under direct 
                         orders of Comrade Commissar Razinin. 
                         Present me to your colleagues.

               They shake hands. Ninotchka's grip is strong as a man's.

                                     IRANOFF
                         Comrade Buljanoff...

                                     NINOTCHKA
                         Comrade.

                                     IRANOFF
                         Comrade Kopalski...

                                     NINOTCHKA
                         Comrade.

                                     IRANOFF
                         What a charming idea for Moscow to 
                         surprise us with a lady comrade.

                                     KOPALSKI
                         If we had known we would have greeted 
                         you with flowers.

                                     NINOTCHKA
                              (sternly)
                         Don't make an issue of my womanhood. 
                         We are here for work... all of us. 
                         Let's not waste time. Shall we go?

               The Russians are taken aback. As Ninotchka bends down to 
               lift her two suitcases, Iranoff calls:

                                     IRANOFF
                         Porter!

               A Porter steps up to them.

                                     PORTER
                         Here, please...

                                     NINOTCHKA
                         What do you want?

                                     PORTER
                         May I have your bags, madame?

                                     NINOTCHKA
                         Why?

                                     KOPALSKI
                         He is a porter. He wants to carry 
                         them.

                                     NINOTCHKA
                              (to Porter)
                         Why?... Why should you carry other 
                         people's bags?

                                     PORTER
                         Well... that's my business, madame.

                                     NINOTCHKA
                         That's no business... that's a social 
                         injustice.

                                     PORTER
                         That depends on the tip.

                                     KOPALSKI
                              (trying to take 
                              Ninotchka's bags)
                         Allow me, Comrade.

                                     NINOTCHKA
                         No, thank you.

               Ninotchka takes both suitcases and walks away with the Three 
               Russians, whose nervousness has increased with every word 
               from the Envoy Extraordinary.

                                     BULJANOFF
                         How are things in Moscow?

                                     NINOTCHKA
                         Very good. The last mass trials were 
                         a great success. There are going to 
                         be fewer but better Russians.

               The hearts of the Three Russians drop to their boots, as we

                                                               DISSOLVE TO:

               LOBBY -- HOTEL CLARENCE

               Ninotchka, followed by the Russians, comes through the lobby, 
               observing every detail of these unfamiliar surroundings.

               Suddenly she stops. In the showcase of a hat shop in the 
               lobby is displayed a hat of the John-Frederic's type.

                                     NINOTCHKA
                         What's that?

                                     KOPALSKI
                         It's a hat, Comrade, a woman's hat.

               Ninotchka shakes her head.

                                     NINOTCHKA
                         Tsk, tsk, tsk, how can such a 
                         civilization survive which permits 
                         women to put things like that on 
                         their heads. It won't be long now, 
                         Comrades.

               She walks out of the shot toward the elevator, followed by 
               the Three Russians, as we

                                                               DISSOLVE TO:

               ROYAL SUITE

               Ninotchka enters, followed by the Three Russians, who by now 
               are frightened to death.

                                     BULJANOFF
                         This is the apartment we have reserved 
                         for you, Comrade Yakushova. I hope 
                         you like it.

                                     NINOTCHKA
                              (glancing around the 
                              tremendous room)
                         Which part of the room is mine?

                                     IRANOFF
                         You see... it is a little different 
                         here. They don't rent rooms in pieces. 
                         We had to take the whole suite.

               Ninotchka begins to unpack her things and puts her typewriter 
               on the desk.

                                     NINOTCHKA
                         How much does this cost?

                                     IRANOFF
                         Two thousand francs.

                                     NINOTCHKA
                         A week?

                                     IRANOFF
                         A day.

                                     NINOTCHKA
                         Do you know how much a cow costs, 
                         Comrade Iranoff?

                                     IRANOFF
                         A cow?

                                     NINOTCHKA
                         Two thousand francs. If I stay here 
                         a week I will cost the Russian people 
                         seven cows.
                              (with an outburst of 
                              emotion)
                         Who am I to cost the Russian people 
                         seven cows?

                                     BULJANOFF
                         We had to take it on account of the 
                         safe.

                                     IRANOFF
                         For ourselves... we are much happier 
                         now since we moved to a little room 
                         next to the servants' quarters.

               Ninotchka takes Lenin's picture from her bags.

                                     NINOTCHKA
                         I am ashamed to put the picture of 
                         Lenin in a room like this.
                              (she puts the 
                              photograph on the 
                              desk)
                         Comrades, your telegram was received 
                         with great disfavor in Moscow.

                                     KOPALSKI
                         We did our best, Comrade.

                                     NINOTCHKA
                         I hope so for your sake.
                              (she sits at her desk 
                              and starts to type 
                              her report)
                         Let us examine the case. What does 
                         the lawyer say?

                                     BULJANOFF
                         Which lawyer?

                                     NINOTCHKA
                         You didn't get legal advice?

                                     BULJANOFF
                         We didn't want to get mixed up with 
                         lawyers. They are very expensive 
                         here. If you just say hello to a 
                         lawyer... well, there goes another 
                         cow.

                                     KOPALSKI
                         We dealt directly with the 
                         representative of the Grand Duchess. 
                         I am sure if we call him he will 
                         give you a very clear picture.

                                     NINOTCHKA
                         I will not repeat your mistake. I 
                         will have no dealings with the Grand 
                         Duchess nor her representative.

               Ninotchka continues to type. The Three Russians watch her 
               nervously. Each click pounds on their consciences.

                                     NINOTCHKA
                              (looking up)
                         Comrade Buljanoff...

                                     BULJANOFF
                         Yes, Comrade?

                                     NINOTCHKA
                         Do you spell Buljanoff with one or 
                         two f's?

                                     BULJANOFF
                              (with fright in his 
                              voice)
                         With two f's, if you please.

               Ninotchka goes on with her typing. Suddenly she looks up at 
               Iranoff, who becomes self-conscious and fixes his tie. As he 
               does so he sees that Ninotchka's glance is concentrated on 
               the spats which he was wearing and in his hurry forgot to 
               remove. He knows it is too late to do anything about it except 
               to stand one foot behind the other, as Ninotchka types faster, 
               the clicking of her keys twice as loud. Ninotchka picks up 
               the telephone.

                                     NINOTCHKA
                              (into phone)
                         Will you send me some cigarettes, 
                         please?
                              (suddenly getting up)
                         Comrades, I am not in a position to 
                         pass final judgment but at best you 
                         have been careless in your duty to 
                         the State.
                              (with utmost gravity)
                         You were entrusted with more than a 
                         mere sale of jewelry. Why are we 
                         peddling our precious possessions to 
                         the world at this time? Our next 
                         year's crop is in danger and you 
                         know it. Unless we can get foreign 
                         currency to buy tractors there will 
                         not be enough bread for our people. 
                         And you three comrades...

                                     KOPALSKI
                         We did it with the best intentions...

                                     NINOTCHKA
                         We cannot feed the Russian people on 
                         your intentions. Fifty per cent to a 
                         so-called Duchess!... Half of every 
                         loaf of bread to our enemy! Comrade 
                         Kopalski, go at once to our Embassy 
                         and get the address of the best lawyer 
                         in Paris.

                                     KOPALSKI
                         Yes, Comrade.

                                     NINOTCHKA
                         You, Comrade Iranoff, go to the Public 
                         Library and get me the section of 
                         the Civil Code on property.

                                     BULJANOFF
                         Is there anything I can do, Comrade?

                                     NINOTCHKA
                         You might get me an accurate map of 
                         Paris. I want to use my spare time 
                         to inspect the public utilities and 
                         make a study of all outstanding 
                         technical achievements in the city.

                                     BULJANOFF
                         Yes, Comrade.

               The buzzer rings.

                                     NINOTCHKA
                         Come in.

               The three Cigarette Girls enter.

                                     CIGARETTE GIRLS
                              (gaily)
                         Hello! Hello! Cigarettes?

               Ninotchka looks up astonished. Seeing her, the Cigarette 
               Girls freeze. The Russians stand by quietly.

                                     NINOTCHKA
                              (looking at the 
                              Russians)
                         Comrades, you seem to have been 
                         smoking a lot.

                                                                  FADE OUT:

               MEDIUM SHOT -- LOBBY -- HOTEL CLARENCE -- EVENING

               FADE IN:

               shooting past the desk toward the revolving door. The 
               telephone rings and the Desk Clerk answers.

                                     DESK CLERK
                         Desk... yes, Monsieur Kopalski...
                              (he writes down the 
                              message)
                         ...you are expecting Count d'Algout... 
                         uh huh... but he is not to go to the 
                         Royal Suite under any circumstances. 
                         He should go to your new room, 985? 
                         Thank you, monsieur.
                              (he hangs up the 
                              receiver)

               A few seconds later Ninotchka, naturally completely unaware 
               of the telephone conversation, passes by. She carries a map 
               in her hand.

                                     DESK CLERK
                         Good evening, madame.

                                     NINOTCHKA
                         Good evening. She exits out the door.

               EXTERIOR, HOTEL CLARENCE

               Ninotchka emerges, unfolds the map.

               CLOSE-UP -- MAP OF PARIS

               in the hands of Ninotchka. The CAMERA ZOOMS down to a CLOSE-
               UP of the little drawing of the Hotel Clarence on the map. 
               The CAMERA then PANS OVER from the Clarence toward the 
               opposite side of the street, but before we reach the opposite 
               side we see that in the center of the street is a little 
               isle of safety. The CAMERA proceeds PANNING to the opposite 
               side of the square and we

                                                               DISSOLVE TO:

               The Real Location Corresponding to That Seen on the Map and 
               seen from the same ANGLE. It is evening, and along the street 
               comes Leon on his way to the hotel. The CAMERA PANS with him 
               as he crosses the street. He reaches the isle of safety and 
               there passes Ninotchka, who has come from the other side. 
               They pass on the little isle without noticing each other. 
               Suddenly we hear the whistle of a traffic policeman and both 
               Ninotchka and Leon have to step back to the little isle.

               CLOSE SHOT -- NINOTCHKA AND LEON

               on the little isle. Wanting some information Ninotchka turns 
               to him -- completely impersonal.

                                     NINOTCHKA
                         You, please.

                                     LEON
                         Me?

                                     NINOTCHKA
                         Yes. Could you give me some 
                         information?

                                     LEON
                         Gladly.

                                     NINOTCHKA
                         How long do we have to wait here?

                                     LEON
                         Well -- until the policeman whistles 
                         again.

                                     NINOTCHKA
                         At what intervals does he whistle?

                                     LEON
                         What?

                                     NINOTCHKA
                         How many minutes between the first 
                         and second whistle?

                                     LEON
                         That's funny. It's interesting. I 
                         never gave it a thought before.

                                     NINOTCHKA
                         Have you never been caught in a 
                         similar situation?

                                     LEON
                         Have I? Do you know when I come to 
                         think about it it's staggering. If I 
                         add it all up I must have spent years 
                         waiting for signals. Imagine! An 
                         important part of my life wasted 
                         between whistles.

                                     NINOTCHKA
                         In other words you don't know.

                                     LEON
                         No.

                                     NINOTCHKA
                         Thank you.

                                     LEON
                         You're welcome.

               Ninotchka gets out her map, starts to unfold it.

                                     LEON
                         Can I help you?

                                     NINOTCHKA
                         You might hold this for me.

                                     LEON
                         Love to.

                                     NINOTCHKA
                              (engrossed in her 
                              geography)
                         Correct me if I am wrong... We are 
                         facing north, aren't we?

                                     LEON
                              (bewildered)
                         Facing north... I'd hate to commit 
                         myself without my compass... Pardon 
                         me... are you an explorer?

                                     NINOTCHKA
                         No... I am looking for the Eiffel 
                         Tower.

                                     LEON
                         Is that thing lost again?... Listen... 
                         if you are interested in a view...

                                     NINOTCHKA
                         I am interested in the Eiffel Tower 
                         from a technical standpoint.

                                     LEON
                         Technical... I couldn't help you 
                         from that angle. You see, a real 
                         Parisian only goes to the top of the 
                         tower in moments of despair to jump 
                         off.

                                     NINOTCHKA
                         How long does it take a man to land?

                                     LEON
                         Now, isn't that too bad! The last 
                         time I jumped I forgot to clock it!
                              (looks at map)
                         Let me see... Eiffel Tower... Your 
                         finger, please.

               He takes her finger and points to the map with it.

                                     NINOTCHKA
                              (skeptically)
                         Why do you need my finger?

                                     LEON
                         Bad manners to point with your own... 
                         Here... the Eiffel Tower.

                                     NINOTCHKA
                         And where are we?

                                     LEON
                              (shifting her finger 
                              back to the hotel)
                         Here... here we are... here you are 
                         and here I am... feel it?

                                     NINOTCHKA
                         I am interested only in the shortest 
                         distance between these two points. 
                         Must you flirt?

                                     LEON
                         I don't have to but I find it natural.

                                     NINOTCHKA
                         Suppress it.

                                     LEON
                         I'll try.

               Ninotchka starts to fold her map.

                                     NINOTCHKA
                         For my own information would you 
                         call your approach toward me typical 
                         of the local morale?

                                     LEON
                         Madame, it is that kind of approach 
                         which has made Paris what it is.

                                     NINOTCHKA
                         You are very sure of yourself, aren't 
                         you?

                                     LEON
                         Nothing has occurred recently to 
                         shake my confidence.

                                     NINOTCHKA
                         I have heard of the arrogant male in 
                         capitalistic society. It is having a 
                         superior earning power that makes 
                         you like that.

                                     LEON
                         A Russian! I love Russians! Comrade... 
                         I have been fascinated by your Five-
                         Year Plan for the past fifteen years!

                                     NINOTCHKA
                         Your type will soon be extinct.

               She walks away from him coldly. Leon stares after her, 
               fascinated.

               ENTRANCE -- GROUND FLOOR OF THE EIFFEL TOWER

                                                               DISSOLVE TO:

               Camera moves with Ninotchka as she enters. She approaches an 
               Attendant.

                                     NINOTCHKA
                         Please... can you tell me the exact 
                         width of the foundation on which the 
                         piers are resting?... and the depth?

                                     ATTENDANT
                         You don't have to worry. The thing 
                         is safe.

                                     NINOTCHKA
                         I am not afraid... I want to know...

               Leon, who apparently has taken a taxi and prepared himself 
               otherwise, enters the scene, reading from a book.

                                     LEON
                              (reading)
                         The foundation is one hundred and 
                         forty-one yards square...
                              (he tips his hat and 
                              interjects)
                         I hope you'll forgive me but I thought 
                         you'd...

                                     NINOTCHKA
                              (interrupting)
                         Go ahead.

               The CAMERA goes with Ninotchka and Leon as they walk toward 
               the steps.

                                     LEON
                              (continuing)
                         Four massive piers of masonry are 
                         sunk to a depth of forty-six feet on 
                         the side of the Seine, and twenty-
                         nine and one-half feet on the other 
                         side. The girders of interlaced iron-
                         work which stay the structure have 
                         an inclination of fifty-four 
                         degrees...

                                     NINOTCHKA
                         That's a strange angle.

                                     LEON
                         Yes, very strange.

               By now they have reached the staircase. They start up.

                                     LEON
                              (continuing to read)
                         Ascending to the tower is a staircase 
                         consisting of eight hundred and twenty-
                         nine steps...
                              (this disclosure 
                              frightens Leon as he 
                              realizes the climb 
                              ahead of him. He 
                              reads on as they 
                              walk up)
                         ...and an additional two hundred and 
                         fifty-four steps to the very top...
                              (now Leon stops but 
                              Ninotchka proceeds 
                              on out of the picture. 
                              Leon calls after her 
                              and reads from his 
                              book in a loud voice)
                         There is an elevator included in the 
                         price of admission!

               Ninotchka continues to climb.

               MEDIUM SHOT -- STAIRS (FROM LEON'S ANGLE)

               Ninotchka, paying no attention to him, walks up the stairs, 
               two at a time.

               CLOSE SHOT -- LEON

               He looks after Ninotchka, then makes up his mind and returns 
               down the stairs.

               GROUND FLOOR -- EIFFEL TOWER, shooting toward the elevator 
               door. The elevator with several passengers is just about to 
               leave when Leon hurries into it. The door closes and the 
               elevator starts to ascend quickly.

                                                               DISSOLVE TO:

               HIGHEST PLATFORM -- EIFFEL TOWER

               The CAMERA ANGLE includes the elevator door and a beautiful 
               background view of Paris. The elevator door opens and Leon 
               emerges leisurely. He is just about to step to the top of 
               the staircase, when suddenly, to his great amazement, he 
               sees Ninotchka, who stands at the balustrade overlooking 
               Paris. She has climbed the tower faster than he despite the 
               elevator. Dumbfounded, Leon approaches her. Ninotchka turns, 
               very matter-of-fact.

                                     NINOTCHKA
                         You gave me some very valuable 
                         information. Thank you.

                                     LEON
                              (looking at the 
                              dazzling view)
                         And thank you for getting me up here. 
                         I've never seen this before. 
                         Beautiful, isn't it?

                                     NINOTCHKA
                         Yes, it is.

                                     LEON
                         I'm glad I saw it before becoming 
                         extinct.

                                     NINOTCHKA
                         Do not misunderstand me. I do not 
                         hold your frivolity against you.
                              (she looks him up and 
                              down)
                         As basic material you might not be 
                         bad, but you are the unfortunate 
                         product of a doomed culture. I feel 
                         sorry for you.

                                     LEON
                         You must admit that this doomed old 
                         civilization sparkles... It glitters!

               Night View of Paris with Its Lights Ablaze, as seen from the 
               Eiffel Tower.

               NINOTCHKA AND LEON

                                     NINOTCHKA
                         I do not deny its beauty, but it is 
                         a waste of electricity.

                                     LEON
                         What a city! There are the Grands 
                         Boulevards... blasted out of the 
                         heart of the old streets. The Arc de 
                         Triomphe... made to greet Napoleon's 
                         army. The Opera! And Montmartre... 
                         Montparnasse... La Bohème... and now 
                         I'll show you the greatest attraction!
                              (he steps to a 
                              telescope and, taking 
                              some money from his 
                              pocket, drops a coin 
                              in the slot)
                         It will cost me a franc but it is 
                         worth it.
                              (he adjusts the 
                              telescope)
                         The most wonderful spot in all Paris -- 
                         unique! Here, look....
                              (she looks in telescope)
                         What do you see?

                                     NINOTCHKA
                         I see a house that looks like any 
                         other house. What's remarkable about 
                         it?

                                     LEON
                         It's not the structure but the spirit 
                         which dwells within. There are three 
                         rooms and a kitchenette dedicated to 
                         hospitality.

                                     NINOTCHKA
                         So that is your house?

                                     LEON
                         Well, let's say I live in it. Such a 
                         pleasant place... all kinds of 
                         comfort, easy to reach, close to 
                         street car, bus, and subway...

                                     NINOTCHKA
                              (straight from the 
                              shoulder)
                         Does that mean that you want me to 
                         go there?

                                     LEON
                              (feeling that he has 
                              offended her)
                         Please don't misunderstand me...

                                     NINOTCHKA
                         Then you don't want me to go there.

                                     LEON
                              (in a pickle)
                         Now I didn't say that either... 
                         naturally nothing would please me 
                         more.

                                     NINOTCHKA
                              (simply)
                         Then why don't we go?
                              (looking at him)
                         You might be an interesting subject 
                         of study.

                                     LEON
                         I will do my best.

               They walk toward the elevator as we

                                                               DISSOLVE TO:

               INTERIOR, ENTRANCE HALL -- LEON'S APARTMENT

               In the foreground stands a console on which is a telephone.

               Gaston, Leon's elderly, dignified butler, is answering the 
               phone.

                                     GASTON
                              (into phone)
                         No... Count d'Algout is still out. 
                         Yes, as soon as he returns I'll tell 
                         him. Yes... I'll tell him Monsieur 
                         Buljanoff.

               He puts down the receiver as Leon opens the door with his 
               key. Ninotchka and Leon enter. Ninotchka, during the following 
               scene, is studying every detail of the apartment with the 
               eye of a technical expert.

                                     LEON
                         Good evening, Gaston.

                                     GASTON
                         Good evening, Monsieur.

                                     NINOTCHKA
                         Is this what you call the "butler"?

                                     LEON
                         Yes.

                                     NINOTCHKA
                              (takes Gaston's hand)
                         Good evening, comrade.
                              (to Leon)
                         This man is horribly old. You should 
                         not make him work.

                                     LEON
                         He takes good care of that.

                                     NINOTCHKA
                         He looks sad. Do you whip him?

                                     LEON
                         No, though the mere thought makes my 
                         mouth water.

                                     NINOTCHKA
                              (to the completely 
                              flabbergasted Gaston)
                         The day will come when you will be 
                         free. Go to bed, little father. We 
                         want to be alone.

               Leon opens the door to the living room. Ninotchka enters. 
               Just as he is about to follow her, Gaston addresses him.

                                     GASTON
                              (in a low voice)
                         Count d'Algout, there have been 
                         several telephone...

                                     LEON
                         Go to bed.

               INTERIOR, LIVING ROOM -- LEON'S APARTMENT

               Leon enters the room. Closes the door. Ninotchka is examining 
               the room.

                                     LEON
                         Well, may I offer you a drink, or 
                         how about something to eat?

                                     NINOTCHKA
                         Thank you. I've had all the calories 
                         necessary for today.

               Leon feels a little uncertain as to how to approach this 
               creature.

                                     NINOTCHKA
                         What do we do now?

                                     LEON
                         We take off our hat and coat.
                              (he takes her things)
                         We sit down -- we make ourselves 
                         comfortable. We adjust ourselves to 
                         the prospect of a most enjoyable 
                         evening. We look at each other. We 
                         smile.
                              (Ninotchka doesn't 
                              respond)
                         Well... we don't smile. How about 
                         some music?

                                     NINOTCHKA
                         Is that customary?

                                     LEON
                         It helps. It has ever since King 
                         David wooed Bathsheba with the harp. 
                         As I am not so fortunate as to have 
                         my harp at hand, I shall turn on the 
                         radio.

                                     NINOTCHKA
                              (the observer)
                         I should say this room is eighteen 
                         by twenty-five.

                                     LEON
                         Not too big and not too small. What 
                         I'd call the typical room of an 
                         average man. Or shall we say a little 
                         above average. Now if there are any 
                         special aspects you wish to study I 
                         have nothing to conceal. Just look 
                         around. That's my desk. Those are my 
                         books, and here am I. Where shall we 
                         begin?

                                     NINOTCHKA
                         I will start with you.

                                     LEON
                         That's great. I'm thirty-five years 
                         old. Just over six feet tall. I weigh 
                         a hundred and eighty-two pounds 
                         stripped.

                                     NINOTCHKA
                         And what is your profession?

                                     LEON
                         Keeping my body fit, keeping my mind 
                         alert, keeping my landlord appeased. 
                         That's a full-time job.

                                     NINOTCHKA
                         And what do you do for mankind?

                                     LEON
                         For mankind not a thing -- for 
                         womankind the record is not quite so 
                         bleak.

                                     NINOTCHKA
                         You are something we do not have in 
                         Russia.

                                     LEON
                         Thank you. Thank you.

                                     NINOTCHKA
                         That is why I believe in the future 
                         of my country.

                                     LEON
                         I begin to believe in it myself since 
                         I've met you. I still don't know 
                         what to make of it. It confuses me, 
                         it frightens me a little, but it 
                         fascinates me, Ninotchka.

                                     NINOTCHKA
                         You pronounce it incorrectly. Ni-
                         notchka.

                                     LEON
                         Ni-notchka.

                                     NINOTCHKA
                         That is correct.

                                     LEON
                         Ninotchka, do you like me just a 
                         little bit?

                                     NINOTCHKA
                         Your general appearance is not 
                         distasteful.

                                     LEON
                         Thank you.

                                     NINOTCHKA
                         Look at me. The whites of your eyes 
                         are clear. Your cornea is excellent.

                                     LEON
                         Your cornea is terrific. Tell me -- 
                         you're so expert on things -- can it 
                         be that I'm falling in love with 
                         you?

                                     NINOTCHKA
                         You are bringing in wrong values. 
                         Love is a romantic designation for a 
                         most ordinary biological, or shall 
                         we say chemical, process. A lot of 
                         nonsense is talked and written about 
                         it.

                                     LEON
                         Oh, I see. What do you use instead?

                                     NINOTCHKA
                         I acknowledge the existence of a 
                         natural impulse common to all.

                                     LEON
                         What can I possibly do to encourage 
                         such an impulse in you?

                                     NINOTCHKA
                         You don't have to do a thing. 
                         Chemically we are already quite 
                         sympathetic.

                                     LEON
                              (bewildered, and yet 
                              completely intrigued)
                         You're the most improbable creature 
                         I've ever met in my life, Ninotchka, 
                         Ninotchka...

                                     NINOTCHKA
                         You repeat yourself.

                                     LEON
                         I'd like to say it a thousand times.

                                     NINOTCHKA
                         Don't do it, please.

                                     LEON
                         I'm at a loss, Ninotchka. You must 
                         forgive me if I appear a little old-
                         fashioned. After all, I'm just a 
                         poor bourgeois.

                                     NINOTCHKA
                         It's never too late to change. I 
                         used to belong to the petty 
                         bourgeoisie myself. My father and 
                         mother wanted me to stay and work on 
                         the farm, but I preferred the bayonet.

                                     LEON
                              (bewildered)
                         The bayonet? Did you really?

                                     NINOTCHKA
                         I was wounded before Warsaw.

                                     LEON
                         Wounded? How?

                                     NINOTCHKA
                         I was a sergeant in the Third Cavalry 
                         Brigade. Would you like to see my 
                         wound?

                                     LEON
                              (dumfounded)
                         I'd love to.
                              (she pulls the blouse 
                              off her shoulder and 
                              shows him her scar)
                         Tsk, tsk, tsk.

                                     NINOTCHKA
                         A Polish lancer. I was sixteen.

                                     LEON
                         Poor Ninotchka. Poor, poor Ninotchka.

                                     NINOTCHKA
                              (readjusting her blouse)
                         Don't pity me. Pity the Polish lancer. 
                         After all, I'm alive.

               More and more puzzled and fascinated, Leon sits down close 
               to her.

                                     LEON
                         What kind of a girl are you, anyway?

                                     NINOTCHKA
                         Just what you see. A tiny cog in the 
                         great wheel of evolution.

                                     LEON
                         You're the most adorable cog I ever 
                         saw in my life. Ninotchka, Cogitska, 
                         let me confess something. Never did 
                         I dream I could feel like this toward 
                         a sergeant.

               A clock strikes.

                                     LEON
                         Do you hear that?

                                     NINOTCHKA
                         It's twelve o'clock.

                                     LEON
                         It's midnight. One half of Paris is 
                         making love to the other half. Look 
                         at the clock. One hand has met the 
                         other hand. They kiss. Isn't that 
                         wonderful?

                                     NINOTCHKA
                         That's the way a clock works. There's 
                         nothing wonderful about it. You merely 
                         feel you must put yourself in a 
                         romantic mood to add to your 
                         exhilaration.

                                     LEON
                         I can't possibly think of a better 
                         reason.

                                     NINOTCHKA
                         It's false sentimentality.

                                     LEON
                              (trying desperately 
                              to make her mood 
                              more romantic)
                         You analyze everything out of 
                         existence. You analyze me out of 
                         existence. I won't let you. Love is 
                         not so simple. Ninotchka, Ninotchka, 
                         why do doves bill and coo? Why do 
                         snails, coldest of all creatures, 
                         circle interminably around each other? 
                         Why do moths fly hundreds of miles 
                         to find their mates? Why do flowers 
                         open their petals? Oh, Ninotchka, 
                         Ninotchka, surely you feel some slight 
                         symptom of the divine passion... a 
                         general warmth in the palms of your 
                         hands... a strange heaviness in your 
                         limbs... a burning of the lips that 
                         is not thirst but a thousand times 
                         more tantalizing, more exalting, 
                         than thirst?

               He pauses, waiting for the results of his speech.

                                     NINOTCHKA
                         You are very talkative.

               That is too much for Leon. He takes her into his arms and 
               kisses her.

                                     LEON
                         Was that talkative?

                                     NINOTCHKA
                         No, that was restful. Again.

               Leon kisses her again.

                                     NINOTCHKA
                         Thank you.

                                     LEON
                         Oh, my barbaric Ninotchka. My 
                         impossible, unromantic, statistical...

               The telephone rings.

                                     LEON
                              (continuing)
                         Glorious, analytical...

                                     NINOTCHKA
                         The telephone is ringing.

                                     LEON
                         Oh, let it ring.

                                     NINOTCHKA
                         But one of your friends may be in 
                         need of you. You must answer.

               Leon exits out of shot to answer telephone.

               CLOSE SHOT -- AT DESK

               Leon enters, sits down, takes the telephone.

                                     LEON
                              (into phone)
                         Hello?... Yes... I'm sorry but I 
                         couldn't make it. I ran into a friend 
                         from the army... What?... The deal 
                         is off! Are you crazy, Buljanoff?...

               CLOSE-UP -- NINOTCHKA

               She is startled by the name.

               LEON -- AT TELEPHONE

                                     LEON
                         ...A special envoy arrived... What?... 
                         That sounds better. I'll be glad to 
                         see her any time she wants... Oh, 
                         she doesn't want to see me? What do 
                         you know about that? Why?... Well, 
                         I'll get in touch with her myself. 
                         What's her name?...
                              (he takes a pencil 
                              and a piece of paper)
                         ...What?... Yaku... How do you spell 
                         it?... Heavens! those Russian names!
                              (he starts to write 
                              it down)
                         ...I... Oh, Y...

               Camera pulls back and Ninotchka enters the shot. She takes 
               pencil from Leon's hand, writes out the name, and leaves 
               again. At first Leon is not aware of the full significance 
               of her action. Then it dawns on him.

                                     LEON
                              (continuing)
                         Yakushova... Ninotch...

               At last the situation is entirely clear to him.

                                     LEON
                              (into phone)
                         All right. Thank you.

               He hangs up and stares at Ninotchka. She is putting on her 
               jacket.

                                     LEON
                              (camera panning with 
                              him as he walks over 
                              to her)
                         Ninotchka...

               He takes her arm.

                                     NINOTCHKA
                         I must go.

                                     LEON
                         Ninotchka, or shall I say Special 
                         Envoy Yakushova...

                                     NINOTCHKA
                         Let's forget that we ever met.

                                     LEON
                         I have a better suggestion. Let's 
                         forget that the telephone ever rang. 
                         I never heard that you are 
                         Yakushova... you are Ninotchka... my 
                         Ninotchka...

                                     NINOTCHKA
                              (firmly)
                         I was sent here by my country to 
                         fight you.

                                     LEON
                         All right, fight me, fight me as 
                         much as you want, but fight me 
                         tomorrow morning! There's nothing 
                         sweeter than sharing a secret with a 
                         bitter enemy.

                                     NINOTCHKA
                              (uncompromisingly)
                         As a representative of Moscow...

                                     LEON
                         Tonight let's not represent anybody 
                         but ourselves.

                                     NINOTCHKA
                         It is out of the question. If you 
                         wish to approach me...

                                     LEON
                         You know I want to...

                                     NINOTCHKA
                         Then do it through my lawyer!

                                     LEON
                              (desperate)
                         Ninotchka, you can't walk out like 
                         this... I'm crazy about you, and I 
                         thought I'd made an impression on 
                         you. You liked the white of my eye.

               Ninotchka looks at him for a second, then pulls herself 
               together.

                                     NINOTCHKA
                         I must go.

               She starts for the door.

                                     LEON
                         But, Ninotchka, I held you in my 
                         arms. You kissed me!

                                     NINOTCHKA
                         I kissed the Polish lancer too... 
                         before he died.

               As she goes out, we

                                                                  FADE OUT:

               THE ENTRANCE HALL -- LEON'S APARTMENT

               FADE IN:

               (Note: We have to invent some brief scene to indicate that 
               three days have gone by. From this we)

                                                               DISSOLVE TO:

               The butler opens the door. Swana enters, her manner showing 
               her complete familiarity with the place.

                                     GASTON
                         Good morning, Your Highness.

                                     SWANA
                         Good morning, Gaston.

                                     GASTON
                         Count d'Algout is still asleep.

                                     SWANA
                              (as she walks toward 
                              Leon's room)
                         That's all right.

               LEON'S BEDROOM

               The curtains are drawn. The night light is still on. Leon, a 
               dressing gown over his pajamas, is sound asleep in a big arm 
               chair. As Swana enters, she sees him with some alarm.

                                     SWANA
                         Leon! What in heaven's name...!

                                     LEON
                         Huh?

                                     SWANA
                         Is anything wrong? Are you ill?

                                     LEON
                         No.

                                     SWANA
                         Don't tell me the bed has lost its 
                         best friend.

                                     LEON
                         I just couldn't sleep. I got up and 
                         went back... and then got up again. 
                         These last few days... whew!

                                     SWANA
                         Darling, you're taking my business 
                         affairs far too seriously. Much as 
                         I'd love to rob the Bolsheviks of 
                         their filthy money, I won't do it at 
                         the expense of your health. 
                         Particularly as we know we won't get 
                         much.
                              (tenderly)
                         You look so pale... pale but 
                         interesting.

               There is a knock at the door.

                                     SWANA
                         Come in.

               Gaston enters with a breakfast tray.

                                     GASTON
                         Your breakfast, monsieur.

                                     LEON
                         I don't feel like any breakfast.

                                     SWANA
                         Nonsense. How can you fight the Reds 
                         and make yourself agreeable to the 
                         Whites if you don't keep up your 
                         strength.

                                     GASTON
                         Shall I draw your bath, sir?

                                     LEON
                         Make it ice cold.

                                     SWANA
                         Not in your condition.
                              (to Gaston)
                         Make it tepid, Gaston... tepid and 
                         tender. And lay out his gray suit.
                              (to Leon)
                         Afterwards I'll drive you through 
                         the Bois. Slowly... in Waltz time.

                                     GASTON
                         A blue shirt, perhaps?

                                     SWANA
                         Blue? Let's offset his mood. Find a 
                         striped one, and brighten it with a 
                         great blaze of tie.

                                     GASTON
                         Very well, Your Highness.

               Gaston disappears into the bath-dressing room. Swana makes 
               Leon sit down and seats herself beside him.

                                     SWANA
                         Now... here we have two very handsome 
                         soft-boiled eggs. Do you su