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The Day the Clown Cried


	THE DAY THE CLOWN CRIED 
	ORIGINAL SCREENPLAY 
	By 
	JOAN O'BRIEN 
	And 
	CHARLES DENTON 
	Based on a Story Idea by 
	JOAN O'BRIEN 
	Additional Material by Jerry Lewis

	I TOOK A CHILD BY THE HAND... 
	TO LEAD HIM ON HIS WAY. 
	I TOLD HIM OF THE LOVE OF GOD... 
	AND TAUGHT HIM HOW TO PRAY. 
	AND AS I SEARCHED FOR BETTER WAYS HIS GUIDE AND HELP TO BE... 
	I FOUND, AS WE WALKED HAND IN HAND, THAT HE WAS LEADING ME. 
	"THE DAY THE CLOWN CRIED"

				    COLD OPENING

	EXT. PARIS CIRCUS - NIGHT

	The normal activity and excitement of showtime around the 
	circus is in evidence where we see the half dark street and 
	alley directly adjacent to the circus tent which (in Paris 
	is an enclosure)... the animals, the midgets, the people and 
	the roustabouts moving with a fixed speed and getting faster 
	as we now know showtime is momentarily due.

	We MOVE TOWARD the action, slowly but definitely picking up 
	SOUNDS and actions of the busy people as we go.

						    STRAIGHT CUT TO:

	EXT. CIRCUS - FRONT OF CIRCUS - PEOPLE ENTERING - NIGHT

	We see barkers, children, people, pushing... buying tickets, 
	hats, candy... SOUNDS of children laughing, MUSIC playing 
	from o.s. within the tent area... and we...

								   CUT TO:

	EXT. BACK OF CIRCUS - NIGHT

	A continuation of the animals, trainers, clowns INTERCUT 
	with the action of the circus customers jamming the 
	entranceway to get in... (complimented CUTS from backstage 
	to out front... building to the final crescendo... as we see 
	the alley empty and clear out vs. the front area clearing 
	and also becoming empty.)

							   DISSOLVE TO:

	INT. CIRCUS PROPER - NIGHT

	The fully dressed orchestra playing the oncoming people to 
	their respective seats as we PAN ALONG the happy faces and 
	excited children... DOWN and BACK within the circus backstage 
	and SLOWLY COME TO A STOP OUTSIDE: "CLOWN ALLEY".

	CLOWN ALLEY - NIGHT

	The heartbeat of any circus... The long row of unkempt, yet 
	beautifully neat trunks where the clowns make up, with many 
	of the clowns just coming in and setting their clothes and 
	things around their own little areas... midgets running and 
	playing, like the little children they are about to 
	entertain... MUSIC is in the deep background... as we COME 
	TO A STOP at the large trunk with the letters clearly printed 
	...'GUSTAV - EUROPE'S PREMIER CLOWN."

	We PULL BACK and AWAY from the lettering on the trunk and 
	REVEAL the face of a gentle but drawn man, a man whose body 
	and movements indicate he has been at this for a long time.  
	As he sits, the little midgets run close to see what they 
	can do to help; one pulls the chair for him to sit on; another 
	brings a hot cup of coffee; another takes his coat and hangs 
	in on the hattree, adjacent to his trunk... as we PUSH PAST 
	HIM to introduce the other clowns... some half made up, others 
	finishing their make-up... and some just sitting and rapping 
	together, smoking, drinking coffee, waiting for showtime... 
	and in the very distant b.g., almost against the wall of 
	clown alley, we see the trunk and the body of a "CLOWN" in 
	silhouette... we CRAWL TOWARDS the body and the trunk... and 
	COME TO A STOP... HOLDING FULL FRAME.  The clown, already 
	made-up and dressed in his tramp outfit, has his head in his 
	hands, leaning down on the trunk table top, a depressed and 
	sad looking hulk of a man... an o.s. voice:

				  MIDGET
		Coffee?  It's nice and hot.

	The MIDGET slides the cup in front of the clown's face... as 
	he picks up his head and smiles and nods yes... he sips the 
	coffee and we see the clown is HELMUT DORQUE (pronounced 
	Doork).

	He is a depressed and very unhappy clown... the frown on his 
	face shows years of knocking around... plus fear that those 
	years are now over.  From o.s. we HEAR the SOUND of a small 
	air horn being blown and carried by one of the midgets.  He 
	is yelling through an old megaphone.

				  MIDGET
		15 Minutes to circus... 15 minutes 
		to circus.

	Upon hearing this, "Clown Alley" really gets busy... all the 
	clowns get up and put their last minute touches together... 
	touching up their make-ups... getting their coats and props 
	together... and as they get themselves up and ready, they 
	exit the clown alley area and start for the arena.  The last 
	one to go is Helmut, lingering behind intentionally as we:

								   CUT TO:

	INT. CIRCUS ARENA - CLOSEUP RINGMASTER - NIGHT

				  RINGMASTER
		Ladies and gentlemen, we proudly 
		present... "The Clowns"!

	INT. CLOWN ALLEY - NIGHT

	Helmut hangs back until the very last clown exits Clown Alley, 
	as we:

								   CUT TO:

	INT. CIRCUS PROPER - NIGHT

	The MUSIC is really going strong... and the clowns come on 
	like all forty.  They explode in the ring... doing all their 
	bits and pieces which ultimately brings them back to the 
	entrance area they just came from and they make the "West 
	Point" arch for the TIMPANI DRUM ROLL and the grand entrance 
	of "Gustav" the Great.

	CLOSER SHOT

	"Gustav" makes his famous comedy walk into the tent with the 
	longest pair of tails ever seen (at least 75 feet long) and 
	at the end holding them from dragging on the floor is Helmut, 
	the "Tramp Clown".

	WIDER SHOT

	We see Gustav taking the applause, and it is tremendous.  He 
	stops center of the ring, but Helmut keeps walking and doesn't 
	see the post in front of him as he walks around the post, 
	still holding the tails and goes on his butt, pulling Gustav 
	down as well.  The audience screams with laughter, believing 
	this all part of the act, as we:

							   DISSOLVE TO:

	INT. CLOWN ALLEY - NIGHT

	All the clowns are sitting around their respective trunks 
	and there is a sense of gloom permeating the air, as Gustav 
	and MR. SCHMIDT pace back and forth behind Helmut, both going 
	at him unmercifully.

				  MR SCHMIDT
			(in the middle of his 
			tirade)
		Not to mention how unprofessional 
		that was...

				  HELMUT
		But it was an accident...

				  GUSTAV
		Oh, sure it was... A very well planned 
		and calculated accident!

				  HELMUT
		I swear to you... it was an accident!

	Gustav stops and grabs Schmidt's arm, and with a threatening, 
	pointing finger...

				  GUSTAV
		I don't want to hear any more...  
		You will get me another stooge. I 
		don't want this man!!

				  SCHMIDT
		Don't get excited, Gustav, you shall 
		have it.

				  GUSTAV
		You bet I will, or you shall have no 
		show.

	Gustav walks away, sits at his trunk, starts taking his make-
	up off.

				  SCHMIDT
			(moving to Helmut's 
			trunk, leaning over 
			into Helmut's ear)
		You will run with the other clowns 
		and that's all you will do... is 
		that clear?

	Helmut, shattered, nods his head yes.

				  SCHMIDT
			(continuing)
		And if there is another one of your 
		cute tricks... I promise you will do 
		your bits for the "Cats" while 
		cleaning their cages!

	Schmidt walks away... leaving Helmut stunned and shocked.  
	Helmut lifts his trunk cover, which opens on a hinge and 
	stays upright, as we SLOWLY CRAB AROUND to REVEAL the "One 
	Sheets" glued to the inside of the trunk lid... as Helmut 
	reaches for a towel to clean his face, we read:

		   RINGLING BROS. & BARNUM AND BAILEY

				 PRESENTS

		  THE WORLD'S GREATEST CLOWN "HELMUT"

				 SCHMIDT

				    From Germany

	The one sheets are battered and torn and certainly appear to 
	be many years old.  As we PAN the "Lid" to see them all, 
	Helmut's face is reflected in the mirror as we see the tears 
	rolling down his face.  As we FREEZE FRAME, MUSIC hits for:

	MAIN TITLES:

	THE DAY THE CLOWN CRIED

	FOLLOWING CREDITS:

	EXT. DESERTED STREET AND BISTRO - NIGHT

	Helmut, dejected and as sad as any man could be, strolls 
	down the deserted street, alone.

	INT. BISTRO

	He comes to a small bistro and walks in... stands at the 
	bar.

				  HELMUT
		Clause... give me a double whiskey 
		with beer chaser.

				  CLAUSE
			(who knows him)
		You won't get "Funny" out of a bottle.

				  HELMUT
		And you won't make a dime sticking 
		your nose in other people's business.

	Clause pours the whiskey, and places the beer next to it; as 
	Helmut gulps the drink down and chases it with the beer from 
	the bottle... we:

						    STRAIGHT CUT TO:

	INT. THE APARTMENT - NIGHT

	Standing at the window looking out is a beautiful WOMAN, 
	simply dressed, no make-up and clean; she has the look of a 
	woman who has just bathed and one could almost smell the 
	fragrance of bath oil on her body.  She is tense and 
	concerned.

	She sees something and moves toward the door and opens it.  
	There is a beat and finally the o.s. SOUNDS of feet scuffling 
	get to the door.  It is Helmut, fairly crocked at this point.

				  ADA
		Helmut, darling, are you all right?

				  HELMUT
			(nastily)
		Do I look like I'm not all right?

				  ADA
		I was so worried about you...  Your 
		dinner is cold and I couldn't imagine 
		what happened to you...

				  HELMUT
		Were you really worried about me or 
		your stupid dinner was getting cold?

	Ada is hurt by this, but knows something is really chewing 
	away at him... and deals with it even more tenderly, which 
	only digs in deeper on Helmut.

				  ADA
		Sweetheart, I care about you...  I 
		love you... I worry about you...  I 
		can't help those feelings...

	During the above Helmut is at the small bar in the living 
	room pouring another "blast" and gulps it down... he hears 
	the words but tries to ignore them.

				  HELMUT
		If there is anything I don't need 
		right now... it's your super-
		sentimentality...

	He flops down in the armchair and stares straight ahead... 
	Again, Ada is hurt by his blasting her, but she's wise enough 
	to know this isn't the man she loves... she has to get what's 
	eating him out of there.

				  ADA
		Helmut... what's tormenting your 
		soul?  Please let me help you... 
		talk to me...  I don't care what it 
		is... I love you...  I'm your 
		friend... you can trust me to 
		understand...

				  HELMUT
		I can't trust anybody... I don't 
		know how to trust anybody...

				  ADA
		I'm not anybody!  I'm your wife!

	Helmut, hearing these words, looks up at her and sees the 
	beauty in her eyes, and he is affected by this.  He stands 
	up and takes her in his arms... almost breaking her in two.

				  HELMUT
		I'm sorry, my love... I'm so sorry...
		You're right!  You're not anybody.  
		You're my wife and I love you, too...
		So very much I just have no one to 
		fight back at... I'm lost and alone,  
		I can't handle the disgrace of 
		failure... the pain of being a has-
		been is more than I can bear...

	Ada knows now what's happened.

				  ADA
		Schmidt again?  Gustav again?  When 
		will you learn they fear you and 
		they know how vulnerable you are 
		now...  if they can beat you down 
		then they needn't worry about you 
		coming back to haunt them.

				  HELMUT
		They worry about me?  Don't be 
		ridiculous...  they just took the 
		last comic bit away from me... because 
		of a silly accident...  I'm now down 
		at the bottom, just a stooge assisting 
		a not-so-funny clown.

				  ADA
		But they can't take your talent 
		away...  That's your strongest force!

	Walking away from her, getting angry again...

				  HELMUT
		What the hell are you talking about?
		What talent?  And if I had any it's 
		being suffocated into nothing...  
		And that's just what I am now...  
		nothing... No one... just empty...  
		a prop to be used and mis-used...  
		how does my great talent stand up to 
		those odds?

				  ADA
		By not quitting... You must fight!  
		Creative survival is even more 
		difficult than human survival...  
		You must fight!!!

	Helmut gets quiet and listens, and it makes sense... Ada 
	knows she's got him now.

				  ADA
			(continuing)
		Go to Schmidt... Force a 
		confrontation...  Don't let Gustav 
		win...  make Schmidt see what an 
		injustice they are imposing on you...  
		Please, my love, fight!  Make your 
		world better by fighting for it...  
		You can do it... I know you can...

	Helmut hears it all and it sounds so good and right.

				  HELMUT
		I will go now and see Schmidt...
		I will tell him I won't take any 
		more degradation... I will tell him 
		I am a "clown" not a stooge...  A 
		"clown"... A special person...  A 
		special clown...

	Ada happily gets his hat.

				  ADA
			(placing the hat on 
			his head)
		Go, my love... Go and fight for what 
		you know is right... I will warm 
		your dinner and wait for you to come 
		home.

	She kisses him, opens the door for him and he goes.

							   DISSOLVE TO:

	INT. THE EMPTY CIRCUS - NIGHT

	The low key light and the silence of the circus is almost 
	ominous and a little frightening for Helmut as he walks across 
	the empty arena... with a small light burning from up high.  
	All the equipment is tied off.  Slight ANIMAL SOUNDS in the 
	deep background... and the faintest SOUND of circus music is 
	heard.  Helmut is now center of the main ring and stops and 
	looks around.

	HIS POV - THE EMPTY STANDS

	CLOSE SHOT - HELMUT

	His face tense, then eases as he looks around.

	HIS POV

	The stands are full, the lights come up, and the audience is 
	standing, applauding thunderously!

	MED. CLOSE - HELMUT

	In his clown outfit bowing and acknowledging the ovation.

	HIS POV - THE AUDIENCE

	as they stop applauding and sit down.

	WIDE SHOT

	Helmut -- the chair and the trombone --

	THE TROMBONE PANTOMIME

	As the completion of the "Trombone Pantomime" Helmut walks 
	away from the position he was in with the trombone and bows 
	and milks the crowd for reactions and as he bows the second 
	time... WE SHIMMER:

								  BACK TO:

	CLOSE - HELMUT

	In bowing position as he looks at the crowd.

	HIS POV - THE EMPTY STANDS

	CLOSE - HELMUT

	His face shows signs of utter despair and dejection... the 
	dream is gone and the memory of what was really hurts deep 
	down.  He looks around making sure he hasn't been noticed by 
	anyone and takes that deep sigh and strolls towards the back 
	of the circus tent area on his way to find Schmidt.

	WIDE ANGLE

	TRUCK WITH HIM, HOLDING the many empty seats in the b.g. as 
	he walks... trying to muster up the courage he's going to 
	have to call... something that has now become totally foreign 
	to him.

	HIGH SHOT - THE EMPTY CIRCUS

	We see Helmut as the tiny figure he feels like, walking out 
	of the tent area and into the backstage section.

								   CUT TO:

	BACKSTAGE OFFICE AREA - NIGHT

	Helmut enters the section of the circus where Schmidt has 
	his "Temp" office quarters.  It is a tent-like arrangement 
	with the canvas flap as his door and we see light streaming 
	from the half open canvas flap.

	HIS POV - THE TENT OFFICE

	Helmut looks and sees a shadow of a body moving around in 
	the tent office area and starts for it.

	INT. TENT OFFICE - NIGHT

	Schmidt pacing up and down... thinking, as we PULL BACK to 
	see Gustav seated in one of the fold-up chairs with a "I am 
	waiting" look on his face.

				  SCHMIDT
		Naturally, I agree... Doork is a 
		nuisance, but to just let him go 
		seems a little unfair.

				  GUSTAV
		Schmidt!  Don't make me put it on a 
		"either him or me basis".

				  SCHMIDT
		All right... all right... I'll give 
		him --

								   CUT TO:

	OUTSIDE OFFICE TENT - HELMUT - NIGHT

	listening.

				  SCHMIDT (V.O.)
		-- his two weeks notice tomorrow. 
		Will that satisfy you?

				  GUSTAV (V.O.)
		Perfectly!!  Let's have a drink...

	Helmut drops his head, completely discouraged and saddened 
	by what he knows is a losing battle.  As he starts to walk 
	away we can HEAR the tinkling of glasses and the slight 
	laughter of the two men as we watch Helmut slowly scuff his 
	way towards the backstage circus exit, as we:

	DISSOLVE (12-ft) HOLDING his walk over his limp body at bar.

	INT. THE BAR - NIGHT

	Helmut has had more than a few and really looks beaten and 
	shoddy -- he waves for the bartender to bring another.

				  CLAUSE
			(pouring still another 
			blast)
		It's your funeral.

				  HELMUT
			(not too clearly)
		A funeral is usually in order when 
		someone dies.

	Up to now, we have no idea, whatever, as to the time (in 
	history) we are indeed in Germany, but as Helmut downs another 
	blast we SLOWLY CREEP our CAMERA to include more of the bar 
	than we have seen before and it includes pictures, framed, 
	of soldiers, arms interlocked (looking somewhat like summer 
	camp stills), the German flag (1933 vintage / crisscrossed 
	with the Swastika), a large banner marked "Deutchland" Ober 
	Aliss... and finally, the larger than life photograph of 
	"Hitler".  Helmut slowly CROSSES CAMERA as he takes another 
	drink and starts spouting again.

				  HELMUT
		The trouble with man today is that 
		he takes everything for granted...  
		he thinks things he's told to think...  
		and accepts it! Just because we know 
		meanings of words we use them and we 
		fool ourselves...  people should use 
		the dictionary more...  look up words 
		like good... bad... honest... loyal...
		especially loyal,  I know what loyal 
		means, and I have always been that...  
		but does anyone care?  No!  Of course 
		not...  Only when it is expedient...  
		When it isn't ---
			(he slashes his throat 
			with his finger)
		--- ZIPPPP!  You're out!

	Helmut stops with his BACK TO CAMERA looking straight at 
	"Hitler" and screams:

				  HELMUT
		And that goes for you too... Mine 
		Fuhrer...

	He shoves his right arm up and out at the photograph of 
	"Hitler".

				  HELMUT
		... you, too, are a fool.  You allow 
		yourself to think you have "loyal" 
		followers...  Ha!  Wait until they've 
		had it with you...  You'll get 
		yours... all the smiling, bowing, 
		heel clicking idiots will shaft you 
		too.  And you will deserve it because 
		if you allow people like Herr Schmidt 
		to got about his business of lying, 
		and cheating, and being disloyal, 
		one day all the Schmidts in Germany 
		will turn on you and you will finish 
		as the dumb little corporal you 
		started as, and never know what hit 
		you...

	During the above dialogue, two S.S. men along with two Gestapo 
	men walk into the bar and sit at a table unseen by Helmut, 
	and as they sit, Helmut continues:

				  HELMUT
		He really has to be stupid --
			(indicating Hitler)
		I could help him by telling him about 
		the people he thinks are good 
		Germans... Ha!

	The two S.S. men and the two Gestapo men just happened to 
	stop in the pub, they can't really believe what they are 
	hearing, and the two S.S. men make a move to get up and secure 
	Helmut.  The head Gestapo man nods to them to stay seated 
	and wait and listen.  Helmut continues his rave and gets 
	more violent as he goes on.  Clause, the bartender, would 
	love to tell him the Germans are there, but chooses to go 
	about his business.

	Helmut is really getting the effects of the booze now and is 
	bordering on flipping his lid, completely.

	(He does the stagger routine trying to get to the table on 
	the other side of the bar furthest away from where the S.S.  
	men and Gestapo men are sitting)... We play this for visual 
	humor, but at the same time showing just how swacked he is!!!  
	Helmut finally reaches the table he has been trying 
	desperately to get to and falls into it, exhausted and 
	emotionally drained.  He looks around at the few people who 
	have been watching him, most of which are frightened at what 
	he has said, trying vainly to stay out of it.  Helmut catches 
	the eyes of the four men (S.S. and Gestapo) just looking at 
	him.

				  HELMUT
			(angrily)
		What are you staring at?  Didn't you 
		ever see a man drink before?

	The four men just stare at him with no answer.

				  HELMUT
		What's the matter?  Haven't you guys 
		got a sense of humor?  You must have!  
		Look how you're dressed!  Grown men 
		in their little soldier suits... And 
		the black coats and gloves... Like 
		in a movie...

	Helmut gets up and walks over to their table... mumbling, 
	and staggering as he goes...

				  HELMUT
		Real cloak and dagger stuff...  Didn't 
		you Gestapo guys ever know that 
		everybody can spot you a mile away?
			(leaning over and 
			whispering)
		Listen, if you really wanted to be 
		unnoticed...  You should dress like 
		plain people, then nobody would  
		know you... You might even wear straw 
		hats and shorts...

	He hears this and gets hysterical laughing.

				  HELMUT
		Straw hats and shorts!!  That's funny!  
		Now that's really funny, isn't it?  
		Straw hats and shorts!

	They just stare!

				  HELMUT
		Well, isn't that funny?   Think of 
		it...  That's funny!   Why don't you 
		laugh?

	HELMUT'S POV - THE S.S. AND GESTAPO MEN

	They are really staring now, hard to believe their ears and 
	eyes.

				  HELMUT
			(gets an idea)
		I know why you're not laughing...  
		Because things you hear, you have to 
		think about... I'll show you something 
		that you'll laugh at because all 
		you'll have to do is watch...

	DIRECTOR'S MEMO!!!    (INSERT CHAPLIN FOOTAGE)

	Helmut goes over to the bar, where a little man is standing 
	drinking his beer.  Alongside of the beer is a small plate 
	with crackers and brown jam.  Helmut takes a comb out of his 
	pocket, dips it in the man's glass of beer, combs his hair 
	down over one eye, takes a finger full of the brown jam and 
	makes a shicklegruber mustache from it... and turns on the 
	four men yelling:

				  HELMUT
		Ve vill conquer the world...  Heil 
		me!  Heil me!  Heil me!

	He screams the last "Heil" and collapses on the floor.  The 
	four men get up and proceed to pick him up and carry him out 
	of the bar.  As they get to the doorway and exit we STAY 
	on... Ada who has just arrived to see them pick him up and 
	carry him away.  She is shocked.  We STAY on a CLOSEUP OF 
	HER FACE showing the strain, pain and sadness as we:

							   DISSOLVE TO:

	INT. LT. REICHER'S OFFICE - OUTER OFFICE - BERLIN GESTAPO 
	HEADQUARTERS - DAY

	We OPEN on the shiny black boots swinging the door open in 
	front of him and as we PULL BACK we see Helmut seated in a 
	slumped position on the hard wood bench as we introduce the 
	wearer of the black boots -- LT. REICHER -- he enters his 
	office as we go with him... (Feather Edge Set)... he walks 
	briskly to the desk where there are briefs and papers stacked 
	high on his desk... he bellows, after looking at the top 
	folder.

				  REICHER
		STEINER !!!!  Get in here!

	A frightened and spineless like corporal springs into his 
	office and clicks his heels and screams.

				  CORPORAL
		Heil Hitler!
			(shooting that stiff 
			arm out like on a 
			spring!)
		Reicher flips his wrist in answer to 
		the heil, showing complete annoyance 
		at having to do it.

				  REICHER
		Do I see what I think I see here?

	The corporal leans over the desk, and in order to see puts 
	his hand on the desk to brace himself... Reicher smacks his 
	arm, knocking his face flat on the desk... he stays there 
	with his ass in the air, waiting for instructions.  Reicher 
	leans down putting his nose right to the corporal's nose.

				  REICHER
		Never put your hands on my desk...  
		is that clear?

	Still in the same position, the Corporal extends his arm for 
	a heil Hitler, which is virtually impossible in the position 
	he is in.

				  CORPORAL
			(meekly)
		Yes sir!

				  REICHER
		MOVE IT!!

	The Corporal rises and stands stiffer than ever...

				  REICHER
			(picking the folder 
			up)
		Now tell me, is this brief correct?  
		Is that prisoner, the drunk, the one 
		that impersonated the Fuehrer?

				  CORPORAL
		Yes sir!  It is!

	Reicher paces behind his desk... the Corporal still stiff at 
	attention... waits and watches in mortal fear.

				  REICHER
			(to himself)
		I get all the weirdos...  Alright, 
		Corporal, send him in!

	The corporal clicks his heels, thrilled that he can go.

				  CORPORAL
		Yes sir!!!!

	He exits, and returns with Helmut and one more guard.  Helmut 
	stands in the doorway, frightened and unsure, Reicher still 
	pacing behind his desk feels Helmut's presence...

				  REICHER
		Alright, come in, sit down!

	Helmut walks to the chair in front of Reicher's desk... The 
	spineless corporal moves towards the door... turns... and 
	takes his position on the opposite side of the door that the 
	guard is standing at...

	Reicher picks up the folder again, fingers through it.  As 
	he looks through the folder, he looks at Helmut and looks 
	and fingers pages and the silence and the anxiety is getting 
	to Helmut as he sweats and waits.

	Reicher is toying with him, and each time Reicher looks up 
	the sick, little-boy smile crosses Helmut's face, hoping to 
	endear himself to this Prussian pig!

	Reicher finally sits down beside his desk in a chair that 
	resembles a throne.  It is high and it looks down on Helmut.

	(Props:  This chair must be higher and taller than Helmut's 
	chair... for POV shots diminishing Helmut seated there.

	OVER REICHER ON HELMUT

				  REICHER
			(soft spoken)
		Are you Helmut Doork?

				  HELMUT
			(nervously)
		Doork, yes sir, Helmut Doork!  I am 
		he!  Yes sir, that is correct, Doork!

				  REICHER
		And are you a clown in the circus?

				  HELMUT
			(ego setting in and 
			forgetting for a 
			moment his trouble 
			and danger)
		Not JUST A CLOWN!  I am Helmut Doork, 
		Premier Clown!  I've clowned for the 
		royal heads of many of our finest 
		countries, why there were times when 
		I had to...

				  REICHER
			(breaking in)
		That was years ago... According to 
		these papers you are now just a helper 
		in the circus with little or no 
		importance!!

	This stuns Helmut, his facade destroyed... His face drops 
	along with his fear...

				  HELMUT
			(meekly)
		Some things are only temporary...  
		Lt. Reicher!  Only yesterday, I had 
		calls from one of the great circus 
		owners in all of Europe... he...

				  REICHER
			(breaking in, strong 
			and angry)
		You are NOTHING!!  You are a HAS 
		BEEN!!  You WERE A CLOWN...

				  REICHER
			(continuing)
		You are now a prisoner of the State 
		and that's not funny... Can you make 
		something funny out of that, Clown?

	Helmut sinks even lower in the over-stuffed chair, despair 
	in his eyes and a weight on his heart... the truth slashing 
	at his very being.

				  HELMUT
			(softly)
		No!  Lt. Reicher, I can't make 
		anything funny from that thought...

				  REICHER
		It is no thought... It is fact, Clown, 
		unquestionable fact!!  Now down to 
		the issues at hand...  Did you 
		willfully and with malice attack the 
		State and impersonate the Fuhrer?

				  HELMUT
			(softly)
		I was drunk!  It was a mistake!  I 
		meant no disrespect... Sir... 
		Honestly, I was drunk and not 
		responsible for my actions and 
		thoughts!  And my actions were 
		subconscious!

				  REICHER
			(screaming)
		Subconscious??  Meaning it was all 
		motivated by truth that came out 
		under the influence of alcohol!

				  HELMUT
			(still softly)
		I am a LOYAL German!

				  REICHER
		And what kind of commendation would 
		you expect for being a loyal German?

				  HELMUT
		I want nothing!  But I'm more loyal 
		than most Germans I know...

				  REICHER
		Like who?

	Helmut realizes this was the wrong thing to say... he 
	sweats...

				  HELMUT
		Ah, like... re...

				  REICHER
		Names!   Names!!!  Who?

				  HELMUT
		I don't know...

				  REICHER
		Sir!!!

				  HELMUT
		I don't know, sir...

				  REICHER
		But you said other Germans... What 
		OTHER Germans...  Who are they?  Why 
		aren't they loyal?  Who?

				  HELMUT
			(trying desperately 
			to cop out)
		I'm not responsible for what I say 
		now...

				  REICHER
		Why?  You're not drinking... you 
		said you weren't responsible last 
		night because you were drunk!  Are 
		you drunk now?

				  HELMUT
		No, sir!

				  REICHER
		Then why are you not responsible 
		now?

				  HELMUT
		I don't know!!

				  REICHER
		SIR!!!

				  HELMUT
		I don't know -- sir !!!

				  REICHER
		Why are you not responsible?  Why?  
		Why?  Why?  Why?

	On each attack of the word "why", Reicher creeps up closer 
	and closer to Helmut, really intimidating him... and the 
	sound of his voice echoes and becomes monotone and ominous...

	[THE NEXT TWO PAGES OF THE SCRIPT ARE MISSING AS THEY ARE IN 
	THE ORIGINAL]

	The corporal gets Reicher's point and marks his notebook, 
	flips the cover closed, snaps to attention as we:

							   DISSOLVE TO:

	INT RAILWAY STATION - DAY

	Ada walking as briskly as a woman can walk without running 
	and then her walk becomes a panic running, looking, sweating, 
	and the look on her face is evident that she is frightened 
	and close to shock... she gets to a train gate where she 
	sees the S.S. men pushing men through the gate to the train... 
	she knows she is where she has to be... she approaches one 
	of the S.S. men...

				  ADA
		Excuse me, sir, but I wonder if you 
		would help me... you see...

				  S.S. MAN
			(very briskly)
		No!  Go away!

				  ADA
		You don't understand...

				  S.S. MAN
		You don't understand...  I said go 
		away !!

	Ada backs away from the gate, and stands to one side watching 
	the prisoners being moved from the back of the huge truck 
	backed up to the railway area... she is looking through the 
	iron bars (we SHOOT the bars holding depth of field snugly 
	so that the prisoners and the bars are in sharp focus)... we 
	make QUICK CUTS between Ada and the prisoners exiting the 
	huge truck... as we see the change of expression on Ada's 
	face we know she sees what she's been looking for... Helmut... 
	he is walking in a slow rhythm following a group of men who 
	look equally as broken and sad as he looks... Ada yells 
	through the bars...

				  ADA
		HELMUT !

	Just as she yells, the voice of an S.S. Man drowns out her 
	scream as he yells...

				  S.S. MAN
		Move along... you swine... move...  
		we haven't got all day... move...  
		move... one-two-three-four --

	His voice rings loudly in echo in the vast station it's as 
	though he is timing his yells to each scream of hers... we 
	see her mouth moving with the SOUND of the S.S. Man's voice 
	coming from it... she is screaming Helmut... as the S.S. Man 
	screams...

				  S.S. MAN
		Move it... move it... move...  move... 
		hurry... faster... faster...

	Helmut and the other men push ahead faster and faster... 
	with INTERCUTS of Ada, tears streaming down her face... with 
	CUTS of Helmut walking with his head down, embarrassed and 
	shattered...

	MED. - ADA

	We MOVE the CAMERA SLOWLY towards her, peering through the 
	bars of the huge gate... and as we MOVE, we HEAR the doors 
	of the train slamming... the whistle... and the slow start 
	of the locomotive moving the train out of the station... by 
	the time we get to the (choker) of Ada... the train is almost 
	out of listening range... She drops her head, wipes her eyes 
	with her handkerchief, as we hear so.:

				  S.S. MAN
			(the same one at the 
			gate who told her to 
			go away)
		Now I would be glad to help you, 
		Fraulein... shall we start with a 
		drink?  There is a lovely little bar 
		around the corner...

	During the above dialogue we see another S.S. Man closing 
	and locking the gate to the train platform... She looks at 
	this "Pig", then down and up as though she were examining a 
	rare, never seen insect... and then right into his face... 
	and softly whispers:

				  ADA
		Go away !!

	She turns and slowly walks the long walk down the empty 
	station corridor as we

							   DISSOLVE TO:

	INT. THEIR APARTMENT - NIGHT

	Ada is sitting at the kitchen table, the table is empty, the 
	light is low and we see the picture of a lonely heartbroken 
	woman, she has a small bowl of soup in front of her and the 
	spoon in her hand is doing nothing more than swirling the 
	soup around in the bowl... she can't eat, which is evident 
	and as she swirls the spoon around, we MOVE IN SLOWLY and 
	into the bowl of soup (choker)... and HOLD on the spoon in 
	the bowl as we

						    STRAIGHT CUT TO:

	INT. CAMP MESS HALL - INSERT - BOWL OF SLOP - DAY

	We see wooden spoon doing exactly what Ada was doing, just 
	swirling the spoon around in what looks like dirty water 
	with a carrot in it, the bowl is chopped and cracked, the 
	spoon is old and almost white from use... the handle still 
	retains its wooden look... as we PULL BACK we see Helmut is 
	swirling the spoon in the slop... behind him is a Guard just 
	watching his actions... after a beat, the Guard taps Helmut 
	on the shoulder...

				  GUARD
		Tsk!  tsk!  tsk!  shame on you, 
		Doork... shame...  don't you want to 
		grow big and strong like me?

	Helmut knows he's in trouble and just waits indifferently 
	for the fireworks to start...

				  GUARD
		We must eat our food!  Do we want 
		Uncle to feed the little man?

	The guard pulls the man next to Helmut out of his seat and 
	practically throws him to the floor to make room for himself 
	to sit down next to Helmut which he does... he half turns 
	his body towards Helmut and turns Helmut around in the same 
	fashion so they are almost facing one another.  The Guard 
	takes the wooden spoon and fills it with the soup and proceeds 
	to feed Helmut... he stuffs the spoonful of soup into his 
	mouth... and Helmut takes and swallows... then the Guard 
	takes another spoonful and makes believe he is blowing it 
	(like a mother blows the hot soup not to burn the baby's 
	mouth)... and forces the spoonful into Helmut's mouth.

				  GUARD
			(continuing to feed 
			him as he puts the 
			spoon in his mouth)
		And now one for Aunt Ada...

	As the Guard uses the name Ada, Helmut bites down on the 
	spoon and won't let it go... but if looks could kill... he 
	stares at the Guard with hate...

				  GUARD
			(pulling the spoon)
		Let go, Doork, let go... it's the 
		soup that makes us big and strong... 
		not the spoon... LET IT GO!

	Helmut still holds it clenched in his teeth, and the Guard 
	smacks his face full force.  Helmut lets it go... and holds 
	his face, embarrassed and humiliated as any many would be...

				  GUARD
			(continuing)
		Now let's try it again...

	He fills the spoon and sticks it toward Helmut's mouth, but 
	Helmut clenches his teeth keeping his mouth shut.

				  GUARD
		I said let's try it again...

	He shoves the spoon into his lips, as the soup drips all 
	over the front of Helmut's shirt.  The Guard uses the spoon 
	to clean the front of his shirt and forces the liquid he 
	took from the shirt front into Helmut's mouth... Some of the 
	men at the table and surrounding tables feel for Helmut, 
	others think it's funny... they laugh quietly.

				  GUARD
		Oh, I know why you're unhappy... 
		soup without bread is terrible...

	The Guard takes the large loaf of brown bread and rips a 
	huge piece out of the center of the loaf and proceeds to 
	stuff Helmut's mouth with bread, until he looks like his 
	cheeks are eight times their normal size.

				  GUARD
		Isn't that better?  Now take some 
		soup...

	He pushes a spoonful of soup into his mouth which is so full, 
	nothing can get in... consequently the bread spills out, the 
	soup spills out... and he is a mess... (We play this scene 
	for plot value, but it will work comically as well.)

				  HELMUT
		I've had enough, thank you... No 
		more, please...

	The Guard just stares at him...

				  HELMUT
		Please!

				  GUARD
		I'm surprised at you, Doork, you've 
		been here two years now, you should 
		have learned we, of the Third Reich, 
		never acknowledge the weak, sniveling, 
		begging of you swine...  that's all 
		you're good for... begging... 
		pleading... praying...  you're a 
		disgrace to the human race.  That's 
		why we of the superior race must do 
		away with all of you...

	The guard turns to the other men at the table, and goes into 
	one of his mentally unbalanced tirades...

				  GUARD
		And we will!  We will!  Do away with 
		all of you.  You're worthless pigs... 
		with no courage, no guts, why if 
		anyone did to me what I just did to 
		Doork I would kill him!
			(turning to Helmut)
		Why don't you kill me, Doork?  Go 
		on...  kill me... kill me... take 
		the knife from the table and kill 
		me...

	Helmut looks at the knife on the table, picks it up, holds 
	it in stabbing style, thinks about it... and we know by his 
	look, he would love to...

				  HELMUT
			(with knife in hand)
		I would kill you... but I am getting 
		my release any day now... and I won't 
		do anything that would spoil my 
		chances...

	Helmut digs the knife into the table top and buries his head 
	in his hands... totally shook from the encounter...

				  GUARD
		Your release?

	He begins to laugh, but hysterically.

				  GUARD
		Release?  They told me you were 
		funny...  but I never realized just 
		how funny you are...  RELEASE ????

	And the hysterical laughter really echoes throughout the 
	mess hall as the Guard makes his way towards the exit.  The 
	men at the table slowly get up and exit the scene, as do the 
	others at the surrounding tables... leaving Helmut just 
	sitting there... we PULL BACK to reveal the empty mess hall, 
	and the lonely sad body of Helmut, as he looks around 
	realizing he's alone, gets up and slowly creeps out of the 
	hall like a puppy with his tail between his legs... as we

							   DISSOLVE TO:

	EXT. PRISON YARD - FULL SHOT - DAY

	There are two rows of prisoners quarters, wooden buildings, 
	weather beaten each row consists of about a dozen barracks 
	each... joined at the ends, farthest from the CAMERA by the 
	administration building, a two story type making a "U" shape 
	of the compound... The entire yard is surrounded by two high 
	wire fences about ten yards apart and fifteen feet high.   
	At intervals of about twenty-five yards, in the area between 
	the fences, are the guard towers, each about eighteen feet 
	above the ground equipped with searchlights, sirens, machine 
	guns, with three Guards on duty.  Along outer fence, also 
	about twenty-five yards apart, other powerful lighting 
	equipment mounted on high poles.

	It is morning and although the sun shines brightly it doesn't 
	in any way alter the drabness of the compound... nor does it 
	help change the look of the men...

	There are about three hundred men milling about, some still 
	chewing what was their breakfast, some pulling brown bread 
	from their shirt fronts and exchanging bread for cigarettes 
	or just making deals, one with another... some sit along the 
	barracks walls trying to get some sun... others walking in 
	circles... some talking, laughing, even playing cards... 
	doing whatever they can to kill time...

	PAN the entire camp.  At completion of the long PAN 
	introducing the prison camp, we pick up the sixtyish JOHANN 
	KELTNER (formally ANDERLICH), a warm, sensitive looking 
	greying man, thin but with a dignity and a serenity about 
	him... He walks briskly (and we know he'd love to walk slowly 
	and tiredly, but we can see he knows his attitude and conduct 
	will help those that can't help themselves...)

	His face tells us he is good, kind and the reason men want 
	to live, he is special and he smiles at all those he passes, 
	greets the men and is generally what man wishes he could be 
	under the same circumstances...

	He walks into the building, which we learn is the barracks...

	INT. BARRACKS - DAY

	The barracks are empty... Keltner enters the huge room and 
	looks around and sees Helmut at the other end of the barracks 
	just walking back and forth like a caged lion... angry, hurt, 
	sad, and generally out of sorts... he can't even hear Keltner 
	approaching him... he finally stops at the back wall of the 
	barracks and lays his head against the barracks wall...

				  HELMUT
			(not aware Keltner is 
			behind him)
		Dear God, please hear me!

				  KELTNER
		He hears you, my son...

	Helmut jumps, scared... throwing his back against the wall, 
	like a man who fears being attacked at any time...

				  KELTNER
			(sympathetically)
		Here, here, easy, you can't do this 
		to yourself...

				  HELMUT
		You frightened me, Johann, I'm 
		sorry...

				  KELTNER
			(softly)
		You have nothing to be sorry for...  
		Fear isn't something controlled by 
		man...  fear can not be conferred 
		with...  there isn't anyway known to 
		mankind where man can say to 
		himself...  "I will not be afraid"... 
		Oh, certainly man can try to fight 
		it... but faith and believing are 
		man's only chance...  You must have 
		faith... you must!

				  HELMUT
		I have faith... but not always...  
		sometimes it eludes me...  I can't 
		remember to remember it.

				  KELTNER
		But that's natural... you can't expect 
		to be perfect in what you try to 
		do...

				  HELMUT
		I don't know...

	He starts pacing again.

				  KELTNER
		I heard what happened at breakfast 
		this morning with ROTHMAN, the 
		guard...

	Helmut spins around, frightened again...

				  HELMUT
		Will they do something to me? What 
		have you heard?

				  KELTNER
			(putting his arm around 
			him)
		Nothing, absolutely nothing... don't 
		worry about it... I just wanted you 
		to know that I believe you handled 
		yourself admirably...

				  HELMUT
		That was one time I didn't care for 
		the laughs I was getting from some 
		of the men...

				  KELTNER
		Of course you didn't... but I'm sure 
		you know man laughs for two reasons... 
		one because something is funny... 
		two, because they fear showing fear... 
		they laughed because "there but for 
		the grace of God go I!"

				  HELMUT
		Do you really think so?

				  KELTNER
		I'm certain of it!

	Helmut smiles and takes Johann's hand, tenderly, and warmly:

				  HELMUT
		Thank you, Johann.  I always feel so 
		much better after you talk to me...

				  KELTNER
		I'm glad, Helmut, I'm very glad...  
		you know you can always talk to me, 
		about anything...

				  HELMUT
			(remembering)
		Oh!  I almost forgot...

	Helmut puts Johann around the back of the barrack area near 
	the wall out of sight of anyone coming in...

				  HELMUT
		Before breakfast this morning,  I 
		spoke to one of the guards, a very 
		intelligent one, and he seems quite 
		nice and friendly too.  Well, he 
		said that the Gestapo has set up a 
		special review board to handle cases 
		just like mine.  And he said he would 
		get me a form, a special form.  Just 
		been printed up.  And I'm to fill it 
		out.  Isn't that good?

	Keltner looking at him, like a child that believes in the 
	boogie man:

				  KELTNER
		How many times since you've been 
		here, have you filled out forms?  
		Twenty?  Thirty times??

				  HELMUT
			(in fast)
		But this is different.  It's entirely 
		new.

	Helmut takes out a set of papers from his back pocket to 
	show Keltner.

				  HELMUT
		See?  These are made up by the Gestapo 
		itself... and the form will go 
		directly to Berlin, to Gestapo 
		headquarters.  That's the important 
		thing about this... the Gestapo's in 
		on it.  That's a very good sign.
			(a beat)
		Isn't it a good sign?

				  KELTNER
			(sympathetically)
		Yes, my son, it is a good sign.

				  HELMUT
			(in fast, excited; 
			scanning the papers)
		And I have to be very careful of 
		everything I put down on the form.  
		The tiniest detail could make the 
		difference.  Don't you agree?

	Helmut looks up and notices Johann is looking up towards the 
	ceiling of the barracks... watching something... Helmut looks 
	up, too.

	THEIR POV - THE BIRDS

	Up and under the eaves of the barrack just above their heads, 
	two small birds are perched (apparently they flew in from 
	outside and decided to nest there).

	BACK TO HELMUT AND KELTNER - TWO SHOT

				  KELTNER
		Isn't it strange?  They are free to 
		go anywhere they want, and they come 
		here to nest.

	Helmut doesn't react to Keltner's dialogue, but goes back to 
	his creased and soiled papers that he's read a thousand times 
	before, and reads them again... as he reads... Keltner takes 
	a piece of brown bread from his shirt pocket and crumbles it 
	and throws the crumbs up to the little birds...

	HIS POV - THE BIRDS

	They scramble to chew the crumbs, and they do...

	DOWN SHOT - KELTNER

	watching.  Johann just watches, smiling at the birds, turns 
	and looks to see if Helmut is watching, too...

	HELMUT - CLOSE

	Intense at scanning through the papers and totally oblivious 
	to Keltner and the birds...

	KELTNER - CLOSE

				  KELTNER
			(softly)
		Watch the birds eat, Helmut... it's 
		so cute...

				  HELMUT
		I'm sure I've got everything here...  
		The important facts from the moment 
		I was arrested, the questions the 
		Gestapo officer asked me...  now 
		what was his name again?  I can't 
		seem to remember what his name was...

				  KELTNER
		HELMUT...

				  HELMUT
		What the devil was his name?

				  KELTNER  (LOUDER)
		HELMUT !

				  HELMUT
			(coming out of it)
		Oh, yes, Johann... I'm sorry... you 
		were saying?

				  KELTNER
		You're not a religious man, are you, 
		Helmut?

				  HELMUT
			(thinking about it)
		Well, I... ah...

				  KELTNER
		Not sure I am myself anymore.

	Helmut quite surprised by this remark.

				  KELTNER
		Yet... when I see those birds, I 
		wonder...  were they sent here to 
		let us know this place really isn't 
		God forsaken?

				  HELMUT
		He should have sent them elsewhere...  
		they could be eaten here!

	Helmut goes back to studying his papers, Keltner ponders 
	Helmut's remark, looks backup at the birds... his face full 
	of compassion, as we:

							   DISSOLVE TO:

	INT. BARRACKS - NIGHT (DUSK)

	We now see the Barracks completely (SHOOTING from flat on), 
	the wooden bunks are housed in a low wooden building with 
	eight two tier bunks on each side.  A group of men are 
	clustered around Keltner's bunk.  Here we meet:  ADOLF, a 
	large, once powerful man, in his mid thirties.  LUDWIG, once 
	a fairly prosperous businessman before his politics landed 
	him in prison, is older, and his bitterness is written all 
	over his face.  FRANZ, is the youngest.  He is a sensitive 
	looing twenty five year old, more than likely the "rebel" 
	type of the 1930s.

	Helmut is in his upper bunk over Keltner writing on an old 
	piece of paper with a scruffy pencil, which he bites to make 
	a point of, and wets with his tongue like any fat butcher 
	selling liverwurst and marking the price on a brown paper 
	bag... (i.e. Brooklyn, circa 1928).

	We TRUCK the CAMERA down the long barrack to include the 
	other men doing their things.  A couple of men are getting 
	ready for a card game... several others are comparing 
	clothing, mending and helping one another, a couple play 
	chess.  A few are sleeping, but for the most part, most of 
	the men lay in their bunks staring at the ceiling... The 
	floors are spotless... suffice to say they better be... the 
	walls have nothing hanging but a few socks drying... a torn 
	calendar, wrong year, etc.

	CLOSE - KELTNER GROUP

	Johann sits with his back to CAMERA... at the edge of his 
	bunk, leaving room on his bunk for Adolph, Ludwig, Franz.

	He is showing something to them that we cannot see.  Keltner's 
	body covers whatever it is that the three men are gawking 
	at, facing CAMERA... and they are indeed gawking with delight 
	and admiration.

				  LUDWIG
			(seriously)
		I think we should eat it!

				  KELTNER
		Not on your life...
			(catching himself)
		Er, that is... I wouldn't...

				  FRANZ
		Put it somewhere so it can brighten 
		up the place.

				  LUDWIG
			(sourly)
		It would take a hell of a lot more 
		than that to brighten up this place.

				  ADOLF
		It'll be better than looking at your 
		long face.

	Chuckling, Keltner rises.  We BOOM UP with him, and as his 
	head comes up over the top of the bottom bunk... he holds 
	out the object for Helmut to see... It is a potato, a sorry 
	looking spud... that Keltner has put in a small can of water 
	and is beginning to sprout two sick-looking shoots.

				  KELTNER
			(to Helmut)
		Do you see the way it's sprouting...  
		I told you it wasn't completely 
		rotten.

				  HELMUT
			(his mind on his thing)
		That's nice, Johann.  Do you remember 
		when I filled out those last forms?  
		The date might be important.

				  KELTNER
			(almost annoyed)
		About four weeks ago, I think.

	LOOSER SHOT

	As Keltner walks away from Helmut's bunk.

				  KELTNER
		I'll put it up here on the window 
		sill, it'll get the morning sun.

	He reaches the window and starts to reach up, to place the 
	potato on the sill... a hand shoots out holding the hand of 
	Keltner...

				  STOUT PRISONER
		Think you can trust your potato so 
		close to me, Reverend?

				  LUDWIG
		The potato he TRUSTS... it's you he 
		doesn't trust!

	All the men laugh, including the "stout prisoner" who laughs 
	the loudest... Keltner hands the stout prisoner the potato, 
	who in turn takes same and places it gently on the window 
	sill just adjacent to his bunk... after placing it on the 
	sill, he gestures ala the trapeze artist after making a super 
	truck, looking for applause... Keltner pats his leg in a 
	gesture of "thank you".  He starts back towards his bunk 
	when the front door of the barracks flings open and the Guard 
	enters.

				  GUARD
		ATTENTION !

	The men jump, but quickly, to their feet, and stand at 
	attention at the front of their bunks, ala inspection in the 
	army.  They are rigid and waiting to hear what's up.  The 
	Guard takes a few steps into the barracks... behind him we 
	see several prisoners carrying bunks waiting to enter the 
	barracks.

				  GUARD
		All the prisoners from the other 
		side of the camp are being moved 
		over to this side of the camp over 
		to this side of the camp.  Barracks 
		"H" will make room for three 
		additional bunks.

	He takes a few steps down the aisle...

				  GUARD
		I want all the bunks moved down toward 
		the far end.  Get them as close 
		together as possible. Now! GET MOVING!

	LONG SHOT

	The men scramble back to their own bunks and immediately 
	begin pulling, shoving, and grumbling comments about being 
	too overcrowded as it is...

				  THE MEN
			(ad lib)
		Gotta have more room... We need more 
		space...  Hey, watch where you're 
		going. This is stupid!

				  GUARD
			(yelling)
		YOU!  You down there at the end...  
		get those bunks right up against the 
		wall.

	CLOSE - HELMUT AND KELTNER

	As bunks are moved towards the far end of the barracks, 
	Keltner and Helmut prepare to move their bunks, the last 
	ones on their side.  Helmut and Adolf, who have already made 
	their move, come up to Keltner to help him with his bunk... 
	Helmut sees that Keltner has help so he decides to back off 
	and hide in his little corner with his pencil and scrap of 
	paper... totally involved with his own pain and his undying 
	fantasy about his ultimate release...

	WIDER SHOT - THE ENTIRE BARRACKS

	The guard looks down the barracks as the men just about finish 
	the moving job...

				  GUARD
		Hurry it up!  Come on, get moving!

	The guard turns towards the door and motions for the SIX 
	PRISONERS to enter the barracks... they enter by pairs, each 
	pair carrying a double-tier bunk.

	Their personal belongings are piled on the bunks and slung 
	over their shoulders in sacks (barracks bags)... the Guard 
	motions for the two bunks to be placed next to Helmut's and 
	one on the opposite side... next to the Stout Prisoner... 
	NOTE:  This arrangement leaves space for one additional bunk 
	right by the door.

	The guard motions for the Stout Prisoner and Herman to give 
	the new arrivals a hand with the placement of their bunks.

				  GUARD
		Get them close.
			(he looks around the 
			barracks)
		You're all going to be nice and cozy 
		in here.

				  STOUT PRISONER
			(in a loud voice)
		Yeah, like triplets before they are 
		born to a mother weighing 98 pounds...

				  HERMAN
		That's what I call cozy!

	The guard smiles, and all the men laugh...

	ANOTHER ANGLE

	The guard starts for the door, satisfied with the 
	arrangements... as he gets the door open, Helmut runs over 
	to catch him before he makes his exit...

				  HELMUT
			(anxiously)
		Excuse me, sir, the papers...  Did 
		they arrive yet?

				  GUARD
			(annoyed)
		They'll have to wait!

	He exits, closing the door behind him.  Helmut, with a look 
	of despair on his face, goes back to his bunk.

	MED. SHOT - HELMUT AND KELTNER

				  HELMUT
		You'd think, since he was coming 
		over here anyway, the least he could 
		do was bring the papers with him.

				  KELTNER
		This moving men around has undoubtedly 
		kept him very busy... don't worry, 
		he'll bring them.

				  HELMUT
		I'm sure if I asked him again he'd 
		really become annoyed with me.  Would 
		you remind him for me, please?

				  KELTNER
			(kindly)
		Of course I will.

	Helmut climbs up to his bunk and goes back to his precious 
	paper work.

	WIDER ANGLE

	As the new prisoners make up their bunks and arrange their 
	belongings, the regulars of Barracks H, among them Adolf, 
	Ludwig, Herman and Franz, begin moving towards them to meet 
	them.  Keltner turns to the new white-haired prisoner whose 
	bunk is directly next to his.

				  KELTNER
		I've seen you around the yard, but 
		the others...

				  WHITE-HAIRED MAN
		About thirty of them got here 
		yesterday from the prison outside of 
		Frankfurt.

				  1ST NEW PRISONER
			(who occupies the 
			bunk above the white-
			haired prisoner)
		For the last three months we've been 
		shuttled from one camp to another.

				  2ND NEW PRISONER
			(his bunk is the lower 
			bunk on the direct 
			opposite side)
		Now they're shuffling us from one 
		side to another.  I think they're 
		trying to lose us.

				  HERMAN
		Do you think they're bringing in war 
		prisoners?

				  LUDWIG
		I don't know why they're sending 
		them here...  we're overcrowded as 
		it is.

				  KELTNER
		No, no... it's got to be something 
		else...  Otherwise they would have 
		left the bunks.

				  ADOLF
		It could be possible that he is fixing 
		up the barracks for some of his lady 
		friends.

				  KELTNER
		That many women?

				  HERMAN
			(standing at attention)
		Reverend, we Germans are SUPERMEN!

	All the men break out in laughter at Herman's comment and 
	his actions... but the laughter is cut short as they HEAR 
	the door open again, and they all look in that direction.

	ANOTHER ANGLE

	SHOOTING OVER the men onto the door, entering is the same 
	guard that was just there... this time he enters with two 
	more prisoners carrying their bunks.  One of them is JOSEF 
	GALT, a burly bully like man, who knows all the tricks of 
	survival, and ERNST UHLMANN, a think little man with a face 
	like a weasel... they follow the Guard into the barracks 
	proper.

				  GUARD
		ATTENTION !

	The men quickly snap to attention.  The guard indicates for 
	Galt and Uhlmann to put the bunk in the space right by the 
	door.

				  GALT
		We might as well be outside.

				  UHLMANN
		If I get pneumonia, I'll hold the 
		government responsible!

				  GUARD
		With a little luck, you'll both get 
		pneumonia!

	The guard turns and moves towards the door, stops, and turns 
	to see all is well, and exits the door, closing it behind 
	him.

	Galt sits on the lower bunk as Uhlmann sprints up to the 
	upper bunk and looks towards the original men, who are just 
	standing around watching the two new "fish"... then men sense 
	trouble and slowly and quietly return to their own bunks... 
	some of the other men just stare at the two new prisoners...

				  UHLMANN
			(sitting on his bunk)
		It's sure quiet in here...

	WIDER ANGLE

	Uhlmann in his surveying the barracks spots the potato plant 
	on the window sill... next to the Stout Prisoner's bunk... 
	he jumps from his bunk and runs over towards the plant... he 
	takes it from the window sill and yells over to Galt...

				  UHLMANN
		Hey, Galt!  Come over and look at 
		this!

				  GALT
			(coming over to Uhlmann)
		What is it?

				  UHLMANN
		Ain't it cute?

				  GALT
		It's a God damn posie!

	He and Uhlmann burst into laughter...

				  UHLMANN
		Looks kinda sick, doesn't it?

				  GALT
			(examining it)
		It's one of them potato things...  
		and it sure as hell is sick!

				  UHLMANN
		Maybe we should put it out of its 
		misery.

				  GALT
		No, we don't want to do that...  we 
		might break someone's heart.

	He looks around at the other prisoners.

				  GALT
		Whose little plant is this?

	The stout prisoner gets up from his bunk and starts to move 
	forward and challenge Galt... but Keltner jumps from his 
	bunk and gets to Galt first.

				  KELTNER
			(with deep conviction)
		The plant is MINE!

				  GALT
		Is it now?  Tell me precious... do 
		you knit, too?

				  KELTNER
		If necessary, I can... and I do !

	This brings a ripple of laughter from the others... 
	particularly the new prisoners who are delighted at seeing 
	someone stand up to Galt for a change... Galt with a sneer 
	on his face steps out into the aisle to face Keltner square 
	on!

				  GALT
			(to Uhlmann)
		What do you think of that, Uhlmann... 
		he knits!

				  UHLMANN
		Now, if he could just cook...

	Galt and Uhlmann laugh, but they are the only ones that do...

				  GALT
			(coming out of the 
			laugh)
		Can you cook, sweetheart?

	Keltner knows damn well he can't fight the brute, yet he 
	realizes that if he steps down, life not only for him, but 
	for the others in the barracks will be intolerable under 
	Galt's bully rule.  (During the following dialogue, Adolf, 
	Franz, Ludwig, Herman and the Stout Prisoner... easy up a 
	little closer to Keltner and Galt.)

				  KELTNER
		If necessary, I can cook, yes!  Now, 
		if you don't mind, I'll take that 
		plant!

	He holds out his hand... Galt, wearing a deceptive smile, 
	eyes the older man...

				  GALT
		Alright, old man, you really want 
		it?

	He raises his arm over his head with the plant in that hand.

				  GALT
		Go get it!!

	CLOSE - KELTNER

	He looks past Galt at Helmut who is sitting up on his bunk...

	CLOSER - KELTNER

	He looks at Helmut.  His eyes try to encourage Helmut to do 
	something, say something, do anything to show that he is on 
	Keltner's side.

	CLOSE - HELMUT

	He sits up on his bunk, and wants nothing to do with the 
	bully and his pranks... so he goes back to studying his papers 
	and looks up again to catch Keltner's look of disappointment, 
	and as Keltner turns away from Helmut... Helmut realizes he 
	should do something to show Keltner he, indeed, cares... he 
	jumps down from his bunk and grabs Galt by the arm and turns 
	him around... they are now face to face...

				  HELMUT
		Why don't you pick on someone your 
		own size...

				  GALT
			(shocked, but pleased 
			that he finally got 
			a rise out of someone)
		What?

				  HELMUT
			(firmly)
		You heard me!  Give him his plant 
		back, and leave him alone...  He 
		didn't bother you ... and if you 
		have to show your muscle, there's 
		plenty of other guys to pick on!

				  GALT
		You're my size!

	... and with this, Galt smacks Helmut a shot across the mouth 
	that sends him spilling into the corner, half knocked 
	unconcious... he lays there with blood flowing from his 
	mouth...

	Keltner leaves Galt and runs to the corner to see if Helmut 
	is okay.  Galt follows him... Keltner is leaning down checking 
	Helmut... as Galt bends down next to the two of them... still 
	holding the plant.

				  GALT
		He's alright... that'll teach him to 
		keep his nose out of my business... 
		here's your plant!

	Galt makes like he's handing the plant to Keltner, who reaches 
	for it, and as he does Galt slowly stands up making Keltner 
	reach and reach and reach... and as Keltner gets closer and 
	closer, Galt stands to his fullest height... making it 
	literally impossible for Keltner to get it... Franz, Ludwig, 
	Adolf, Herman and the Stout Prisoner (more than likely 
	provoked by Helmut's stand, now circle Galt)...

				  GALT
			(still holding the 
			plant up high)
		Go on, little man, reach for it!

	Keltner, torn between seeing that Helmut is alright, and 
	getting his plant back, tries to get it, and still looks to 
	see that Helmut isn't hurt too bad...

				  HERMAN
			(in a low menacing 
			voice)
		Give it to him!

	Galt looks at him with a menacing stare...

				  ADOLF
		You heard him... give it to him!

				  FRANZ
		You've had your fun... give it to 
		him... NOW!

				  STOUT PRISONER
			(closing in on Galt)
		RIGHT NOW!!

	Galt realizes this is no time for a showdown... and with a 
	childlike smile... grits his teeth...

				  GALT
		Sure, here's your stupid flower or 
		whatever you call it...

	Keltner takes it from him.

				  KELTNER
		Thank you...

	Keltner leans down and picks Helmut up and walks him to his 
	bunk, helps him onto it, and puts the plant on his own bunk...

	ANOTHER ANGLE

	The four men:  Ludwig, Adolf, Franz and Herman stay with 
	Galt, as does the Stout Prisoner... They are clustered around 
	Galt.

				  GALT
		What's the matter with you guys?  
		Can't you take a joke?

				  ADOLF
		What joke?

				  GALT
		Hell, all I was doing was trying to 
		have a little fun.

				  LUDWIG
		Have it with someone else!

				  GALT
		What's so special about him?

				  ADOLF
		That's the Reverend.  Even when they 
		came and dragged him from his 
		church...  he kept right on preaching 
		against them until they knocked him 
		unconscious.

	Galt is silent for a beat.

				  GALT
		Well, how the hell was I supposed to 
		know?

				  HERMAN
		NOW you know!

	Galt shoves his way through the five men and walks beaten, 
	for the moment, to his own bunk... as the men disperse and 
	walk back to their respective bunks...

	CLOSE - GALT AND UHLMANN

	Galt walks over and sits at the edge of his bunk, while 
	Uhlmann swings his legs back and forth from his perched 
	position on the top of his bunk... Galt gives him a stare...

				  GALT
		You and your posies...

				  UHLMANN
		That was close...

				  GALT
		Where were you when I need you?

				  UHLMANN
		I make love, not war!
			(goes giggly over 
			what he just said)
		Hey, that's pretty good... I made 
		that up... Make love, not war!  I 
		bet that would make a good slogan 
		someday...

				  GALT
		Aw, shut up!

	And he smacks his legs up and onto the bunk.

	TWO SHOT - KELTNER AND HELMUT

	Keltner with a wet towel in his hand cleaning the blood-
	dripping mouth of Helmut...

				  KELTNER
		That was really very nice of you, 
		Helmut...

				  HELMUT
		Yeah, nice and STUPID!

	Helmut grabs the towel and throws it to the floor and turns 
	on his side away from Keltner.  Keltner bends down, gets the 
	towel, sits on the edge of his bunk... looks up, wonders and 
	ponders Helmut as we

							   DISSOLVE TO:

	EXT. BARRACKS H - NIGHT

	The door to Barracks H slowly opens and Helmut peeks through 
	the opening to see that all is clear... he slips out and 
	walks along the dark, dreary alleyway towards the Guard's 
	shack... he moves like a prisoner trying to miss the 
	spotlights in a jail break...

	ANOTHER ANGLE

	Helmut gets to the Guards hut... he looks into the window, 
	and sees the Guard he wants... sitting at his desk eating 
	off a tray that has a meal fit for a king on it... including 
	the "doilies"... wine, and a steak that would satisfy six 
	men in Barracks H... Helmut looks around to be sure no one 
	notices him and slowly slips up to the front door of the 
	shack and knocks on the door...

	INT. GUARD'S SHACK - NIGHT

				  GUARD
			(annoyed at being 
			bothered)
		Come in!

	The meek and frightened Helmut enters the shack and walks 
	over to the Guard's desk, and his eyes go immediately to the 
	tray of food.  While the Guard just stares at him... somewhat 
	shocked at his presence in the shack.

				  GUARD
			(breaking the silence)
		What the hell are you doing here?  
		Who gave you permission to leave 
		your quarters?

	Helmut tries to talk as the guard gets louder and louder.

				  GUARD
		Are you some kind of privileged 
		character?

	Helmut nods no...

				  GUARD
		Then what are you doing out of the 
		barracks?

	The frustration of not being able to answer, and the 
	frustrations of being hungry... and the child-like treatment 
	Helmut is getting from this Pig becomes emotionally too 
	much... as he screams...

				  HELMUT
			(turning red)
		If you'll shut your stupid mouth 
		maybe I can answer one of your 
		questions!

	The Guard looks at Helmut in disbelief... but at the same 
	time a little delighted at this chance to show his German 
	superiority... as he slowly gets up from behind the desk and 
	crosses to Helmut, with a sneer that would frighten Rommel...

				  GUARD
			(nose to nose with 
			Helmut)
		I have a STUPID MOUTH?

	Helmut backs away towards the door, and the Guard moves closer 
	and closer to him... backing him up against the door.

				  HELMUT
			(meekly)
		I'm sorry, I didn't mean to raise my 
		voice...

	He bows his head in fear, as well as concern for what he 
	might have done to his chances of release.

				  GUARD
		The volume of your voice isn't the 
		issue...  it's what comes out of 
		your mouth that disturbs me...  maybe 
		you need a little lesson in respect 
		and courtesy...

	And he smacks Helmut across the face with his black glove...

				  GUARD
		... and maybe I've been a little too 
		soft with you...

	He smacks him again, harder... the glove now feels like a 
	sword to Helmut... and his hands hang limp down by his sides.

				  GUARD
		You see, Doork, I knew why you came 
		in here...  I knew why you left your 
		barracks without permission... It's 
		just that I hadn't heard you mention 
		your release papers for so long I 
		had hoped I could hear you begging 
		once more...

				  HELMUT
			(in a whisper)
		I'm sorry...

				  GUARD
			(mimicking him)
		I'm sorry, I'm sorry... You're a 
		sorry specimen of a human being... 
		that's what you are...

	And he smacks him this time with all the force he can 
	muster...

				  GUARD
		Now, I will help you to your quarters, 
		Herr Doork, here you will stay, and 
		pray for release papers that may, or 
		may not, ever come...

	This wakes Helmut's soul and he becomes erect and stonefaced 
	at the words the guards just said... this look infuriates 
	the guard even more... he grabs Helmut by the scruff of the 
	neck... like grabbing a wet cat to be thrown out of the 
	house... and he opens the door and pulls Helmut by the back 
	of the office... out the door, down the three steps and onto 
	the ground... and pulls him like a sack of potatoes to the 
	barracks doorway...

	EXT. BARRACKS H - DOORWAY - NIGHT

	Helmut is just about beaten at this point as the guard opens 
	the door of the barracks and pulls Helmut into the doorway, 
	and his body stops on the threshold.

	INT. BARRACKS H - NIGHT

	SHOOTING OVER the men onto the doorway... in the deep b.g. 
	the sad body and figure of the man lays in the doorway, as 
	the Guard kicks him in the ribs, unmercifully...

				  GUARD
		Now, get inside where you belong and 
		don't ever let me catch you doing 
		anything without permission again.

	Helmut slowly gets up... in pain and practically crawls to 
	his bunk... having to pass all the men, almost as though he 
	were ashamed .. he gets to his bunk, and tries vainly to get 
	up to the top where he lives... Keltner helps him... and as 
	he settles in his place...

	CLOSE - THE GUARD

				  GUARD
			(yelling across the 
			barracks)
		Reverend!  If you don't watch that 
		idiot, we may have to get him a 
		keeper!

	The guard storms out the door... slamming it shut.

	CLOSE - KELTNER AND HELMUT

	Keltner leaning over the side of Helmut's bunk whispering... 
	as the other men go back to their respective chores and 
	whatever they were doing when the guard stormed in...

				  KELTNER
		Helmut, Helmut, how could you think 
		of doing such a thing? I begged you 
		not to irritate him...  and that I 
		would ask him about your papers...  
		that wasn't smart, Helmut... not 
		smart at all...  as a matter of 
		fact...

				  HELMUT
			(gritting his teeth)
		Leave me alone!  ... and mind your 
		own business... Just leave me be...

	Keltner knows this is nothing more than Helmut's dismay and 
	pain in his heart talking... The kindly man drops down to 
	his own bunk... just shaking his head... as if to say, how 
	can I help him?  as we:

							   DISSOLVE TO:

	EXT. BARRACKS H - DAY

	The same Guard is motioning for the men to hurry and get 
	outside... he is standing at the doorway to the barracks and 
	the men are moving out into the ice cold morning as briskly 
	as they can... the Guard moves inside after the last man has 
	made his exit...

	INT. BARRACKS - DAY

	SHOOTING OVER the Guard as he looks around, we see Keltner 
	coming out of the toilet area, rushing because he's late... 
	he throws his towel on his bunk, and as he does... he sees 
	what stops him in his tracks...

	KELTNER'S POV

	It is Helmut still sound asleep in his bunk...

	ANOTHER ANGLE

	Keltner moves towards Helmut to wake him...

				  GUARD
			(in a sotto voice)
		Reverend, let him sleep... you move 
		out, I'll take care of this...

	Keltner reluctantly starts to move out towards the front 
	door, as the Guard passes him on his way to Helmut's bunk... 
	Keltner goes out the door... the Guard sneaks over towards 
	the bunk where Helmut is asleep and very sneakily slips the 
	cover off Helmut's body... then proceeds to open the window 
	above his head and the window alongside... and across the 
	way and opens the back door... which is adjacent to the toilet 
	area... and walks out of the barracks leaving the front door 
	wide open...

	EXT. BARRACKS H - DAY

	All the men are lined up for inspection, they are all looking 
	straight ahead as the Guard walks down the line.

	All except Keltner who can't help but look in the direction 
	of the barracks where he knows Helmut is still sleeping.  He 
	throws a glance at the guard as if to say... why?  Why are 
	you doing this?  Why did he leave Helmut sleeping, usually 
	the one thing that would send the guard up a wall... why is 
	he allowing this to happen?

				  GUARD
			(as he finishes his 
			walk)
		You are a sick looking group of 
		things...  I can't even call you 
		human...  because you're not... you're 
		all lice...  DISMISSED!

	The men break up and go about their business, they move in 
	all directions, but Keltner starts for the doorway to the 
	barracks and is detoured by the guard who knew he would, as 
	he stands in the way of Keltner who has to turn away and go 
	about his business... the Guard peeks into the barracks.

	INT. BARRACKS - GUARD'S POV - DAY

	Helmut still sleeping...

	EXT. BARRACKS - CLOSE - GUARD - DAY

	He is delighted... he grabs the door and slams it shut with 
	a bang that would wake the dead... then opens it again and 
	walks off...

	INT. BARRACKS - CLOSE - HELMUT - DAY

	He jumps from out of his hard sleep... foggy and unsure about 
	where he is, what time it is and he looks around and sees 
	the barracks are empty... and he panics... but he is also 
	shivering... the barracks feel like the inside of a meat 
	truck refrigerated somewhat below zero...

	Helmut grabs his pants from the front of his bunk, pulls the 
	cover over him and tries to get the pants on under the 
	cover... It is cold!  (Photographically, we can show "cold"... 
	Props:  vapor/smoke.)

	He gets his pants on and jumps down onto the cold floor and 
	dances from the ice-like floor, he bends down looking for 
	his socks and shoes... he wears just a tee-shirt...

	Having trouble finding both shoes, he grabs the blanket again 
	and covers himself with it, while searching for the other 
	shoe...

	He finds the other shoe and proceeds to put them on... takes 
	a beat and sees he has no socks on... reaches under the bank 
	and pulls out the pair of socks... which stand straight up 
	(from the cold ... he holds them in the air, and drops one 
	at a time and they sound like "pans" hitting the floor... he 
	takes one and blows warm air from his mouth into the socks, 
	one at a time, which warms them... (Props:  the socks need 
	discussion!)

	He then proceeds to put his shoes on and puts one on, and 
	then the other... now wearing both shoes he starts to tie 
	the laces... he pulls them straight away to tie and they 
	stand straight up!  (Props:  this is done with leather laces, 
	pure leather... it works without any unnecessary rigging!)

	INSERT - THE STANDING STRAIGHT LACES

	BACK TO SCENE

	He finally gets them tied and starts, still sleepily, into 
	the toilet area... (We can go for a great sound joke here.)  
	He steps into the latrine, closes the door and we HEAR the 
	SOUND of crushed ice being poured into the bowl... he flushes 
	and we HEAR what might sound like an ice crusher... he steps 
	out of the latrine and walks over to the basin and turns the 
	water on.

	INSERT

	The water spigots... they both read "COLD".

	BACK TO SCENE

	And as he takes some water on his hands to his face... it is 
	"cold" and his face just freezes from the pain of the cold... 
	he looks around and sees the little metal ashtray, that looks 
	like a small bowl or a tin from a used shaving cream lather 
	soap... he fills it with water.. and to show his ingenuity, 
	he takes a lighter from his pocket, places the tin on the 
	edge of the sink and lights the fire under the tin (which 
	couldn't possibly hold more than a handful of water) and 
	proceeds to heat same...

	Once he is satisfied that it is at least warmer than the 
	spigot supplied, he grabs for the tin which is so hot from 
	the burning, he screams in another type pain... the pain of 
	"HOT" hurting... he decides to flick his fingers in the tin 
	bowl and splash some of the water on his face (which is by 
	now, just drips of water)... brushes his teeth with his finger 
	and soap... straightens his hair and exits the toilet to his 
	bunk to get his shirt... another "ICE COLD" item... he feels 
	how cold it is, and doesn't have the courage for another 
	climate blast... he rolls up his shirt and places it under 
	his armpit to warm it... as it hits under his arm... the 
	cold just about wipes him out... he decides to sit on it... 
	and he does.

	CLOSE - THE GUARD - AT THE DOOR

	He's been peeking all the while... He figures he's had his 
	laugh, and it's the first time we see he can laugh... he 
	steps into the barracks area, and yells:

				  GUARD
		Doork!  Move it out, and on the 
		double!!

	Helmut jumps with fright, unravels his shirt, runs towards 
	the open door putting on his shirt as we

							   DISSOLVE TO:

	INT. BARRACKS H - NIGHT

	Most of the men are clustered around their bunks, and in the 
	dull light we see some of them in the aisles, talking, playing 
	cards... while most of the others are whistling, clapping, 
	and laughing as Uhlmann does his silly little clog dance... 
	it is apparent the ugly episode between Galt and Uhlmann has 
	been forgotten for the moment.

	The lights are hung from cords down off the ceiling and for 
	a complex this size it could use ten... there are but two.

	Uhlmann is having the time of his ignorant life... the more 
	the men applaud, the more he "clog dances".

	MED. CLOSE SHOT - LUDWIG AND ADOLF

	They are both seated on their top bunk, Adolf enjoying the 
	poor dance Uhlmann is giving as Ludwig looks down the aisle 
	towards Helmut's bunk.

				  LUDWIG
			(nudging Adolf)
		It looks like Helmut found some new 
		ears to listen to his Super Star 
		fantasies...

	Adolf takes a look, shrugs his shoulder, as if to say I 
	couldn't care less... and goes on watching the action of 
	Uhlmann and the other men...

				  LUDWIG
			(to himself, but for 
			Adolf to hear as 
			well; a la 
			Shakespeare, mimicking 
			Helmut)
		Ringling Brothers would have done 
		anything for me to appear with them 
		but I had to do what was best for 
		me!

	CLOSE - HELMUT AND THE FOUR NEW PRISONERS

	The four new men are surrounding Helmut on the top of his 
	bunk listening to his bragging.

				  HELMUT
		So I told Mr. Ringling if he wanted 
		"Helmut" he'd have to bring his circus 
		to Germany... I am a German, I told 
		him, and my responsibility is to my 
		own people who are my biggest fans.

				  1ST PRISONER (NEW ONE)
		Did you really say that?

				  HELMUT
			(proudly)
		Of course I did... they offered me 
		anything...  anything I wanted to go 
		with them.

				  2ND NEW PRISONER
		Hey! I saw the circus in Berlin about 
		four years ago...  Didn't  you make 
		your entrance in a long tail coat 
		with a pair of tails on the jacket 
		about fifty feet long?  Sure!  And a 
		funny Little clown at the very end 
		carrying the tails like a woman's 
		train?

	Helmut studies the prisoners glare and decides he couldn't 
	even remember the clown he saw was Gustav the Great, why 
	not?  No one would ever know... and he nods with a kind of 
	studied humility... yes.

				  2ND NEW PRISONER
		You were great!

	Helmut eats it up.

				  2ND NEW PRISONER
		You should have seen him... You'd 
		never know it was him... with the 
		long tails  and white tie... red 
		nose...  long hair...  and a battered 
		top hat... with the hair hanging way 
		down to his shoulders...  and, ah, 
		let me see... oh, yeah... your mouth 
		went from ear to ear.

				  HELMUT
			(softly)
		Right!

				  3RD NEW PRISONER
		How do "clowns" ever come up with 
		such ideas for faces and make-up?

				  HELMUT
		It doesn't happen overnight... it 
		takes years and years... You try 
		many faces, then finally you hit the 
		one that's just right for you.

				  4TH NEW PRISONER
		My kids will never believe this, I 
		can't wait to... tell...

	His voice trails off as he realizes the hopelessness of what 
	he was about to say.  This puts a damper on the discussion 
	and the men start to break up and get down off the bunk.  
	Helmut, seeing his captive audience leaving... panics.

				  HELMUT
			(emotionally)
		Wait, let me tell you some other 
		things...  I mean things that are 
		really exciting and...  please!  
		Please... let me just have a few 
		more...

				  1ST NEW PRISONER
			(ignoring Helmut 
			completely)
		What's going on with those guys?

	He's looking off down the aisle where Uhlmann has his 
	audience... The four prisoners move out into the aisle to 
	get a better look, leaving Helmut perched on his bunk with a 
	pleading and broken look of despair...

				  HELMUT
			(a last attempt)
		Did you know "clowns" literally 
		bequeath their faces to their sons, 
		or sometimes to...

	He realizes it's futile as the four new prisoners move towards 
	Uhlmann and the others down the aisle...

				  3RD PRISONER
		Come on, let's see what's such fun...

	He moves and the others move along with him.  Helmut thinks 
	about joining them, and starts to move off his bunk but his 
	body won't respond... he just hangs there limply... his head 
	lowered, a sad man.

	ANOTHER ANGLE

	SHOOTING OVER the men placing Helmut in the very deep  b.g. 
	as we see the four new prisoners walk over to watch the 
	action...

	MED. CLOSE - UHLMANN, GALT, KELTNER, AND OTHERS

	Uhlmann is just finishing his dance with a spin, when he 
	finally gets dizzy and topples over on one of the bunks.  
	All the men applaud wildly.  Uhlmann laying half down and 
	half up on the lower bunk he landed on, breathing heavily... 
	yells over to Galt...

				  UHLMANN
		Hey, Galt, it's your turn, how about 
		doin' one of your belly dances for 
		us?

	All the men agree and start yelling for Galt to do it... 
	Galt moves out into the center of the aisle in the clearing 
	made by the men, and holds up his hands for silence... they 
	quiet down and Galt looks around until he spots Keltner.

				  GALT
		Reverend?

	The men become very still, they look from Galt to Keltner 
	and back to Galt, their eyes reflecting suspicion of him, 
	wondering what he's up to now.  Galt is fully aware of this.

				  GALT
		Well, Reverend, what do you think?  
		Would a little belly-dancing be too 
		much for the boys?

	Keltner studies Galt for a beat, then accepts his offer of a 
	truce.

				  KELTNER
			(moving over towards 
			Galt)
		A little fun is what we need... so...  
		if you'll all hold the noise down, 
		I'll join in.

	A hushed cheer goes up from the men as Keltner stands besides 
	Galt.  Galt holds his hands over his head and nods for Keltner 
	to do the same thing.  The Reverend does, and now Galt begins 
	undulating his hips.  Keltner studies the move for a beat 
	and then does the same thing but with comical awkwardness.  
	Franz starts playing a slow sensuous rhythm on his harmonica.  
	The men clap and whistle softly.

	CLOSE SHOT - HELMUT

	He is sitting upright on top of his bunk, watching what Galt 
	has Keltner doing, a look of disgust passes his face as he 
	turns away from what he'd been watching and gets busy with 
	his papers and figuring again.

	MED. SHOT - GALT, KELTNER

	They are just finishing their dance.  The men applaud wildly 
	but softly... Keltner, puffing, moves over to the side and 
	sits on one of the bunks to catch his breath.  Galt takes a 
	few bows, and the men react with applause and whistling that's 
	beginning to take on "noise" proportions... Keltner motions 
	for the men to hold it down... and they do.

				  4TH NEW PRISONER
		Say, why don't we get the clown to 
		do something?

				  GALT
		A clown?  Who's a clown??

				  HERMAN
		You've heard of "Helmut Doork".  
		That's him down there!

				  LUDWIG
		Don't waste your time.  You'll never 
		get the Great Doork to do anything.

	WIDER SHOT

	as he starts walking towards Helmut's bunk...

				  1ST NEW PRISONER
		Oh, I'm sure he will!

	The others follow right behind.  There is a look on Keltner's 
	face like he would like to stop them, but between his puffing 
	and his certainty that Helmut will be alright, he stays where 
	he is.

	CLOSE - ADOLF

	as he walks with the others.

				  ADOLF
		You're wasting your time.  He doesn't 
		perform for the likes of us... he'll 
		turn you down.

				  LUDWIG
		He's right, we've been asking him 
		for three years...  I have a feeling 
		he only does his little routines for 
		the crowned heads of Europe.

				  ADOLF
		And, of course, the BIG heads of 
		Berlin.

	There is general laughter... as the group arrives at Helmut's 
	bunk.

	CLOSE - HELMUT

	He sees something's going to happen, he puts his papers away 
	and sits upright... waiting... his eyes catch Galt's eyes 
	peering at him.

	Galt tells it all with his eyes... This one isn't "sacred" 
	to the men... he might just be the pigeon Galt's been hoping 
	for... the one every bully looks for, for his own brand of 
	fun.

				  1ST PRISONER
		How about it, Doork?

				  HELMUT
			(swinging his legs 
			around ready to jump 
			down)
		I'd like to, but I can't... really... 
		I can't.

				  GALT
			(strongly)
		Can't?  Did I hear you say you can't?

				  HELMUT
			(it stops him in his 
			tracks; he stays up 
			on the bunk)
		I'd like to do something... but...
			(pointing to the 2nd 
			New Prisoner)
		He can tell you... He's seen me 
		work...  I need props... make-up...  
		I work with a lot of different 
		things...

				  2ND NEW PRISONER
		That's right... I did... and he does!

				  HELMUT
			(in fast)
		Sure, tell them... I can't just do 
		anything...  I need lights, props, 
		my costume.

	Galt doesn't like no for an answer...

				  GALT
			(gritting his teeth)
		Now, me and these... gentlemen...  
		we don't expect you to do your "act", 
		just a little something that'll give 
		us a laugh, that's all.

	Keltner moves in from o.s. and stands at the back of the 
	group watching and listening.

				  LUDWIG
			(to all the men)
		Aw, forget it... and that's probably 
		his problem...  he's forgotten how!

				  GALT
			(trying to suck him 
			in)
		Wait a minute, you guys... show people 
		have to be in a mood...
			(to Franz)
		Play a little music, like in a 
		circus...

	Franz starts playing his harmonica... slowly...

				  GALT
		There!  Ain't that nice?  Don't it 
		put you in a mood?

				  HELMUT
			(getting fed up)
		I TOLD YOU!  I need things to do my 
		act.

				  2ND NEW PRISONER
		Hey, Doork, what about that drunk 
		routine... that was funny...

	Helmut looks at him puzzled... he can't think or remember 
	anything at this point... certainly not anything relating to 
	any of the previous lies he's told...

				  GALT
			(pacifying his head 
			off)
		Yeah, that drunk thing...  that does 
		sound funny...

				  HELMUT
		I still need many things... props 
		and...

				  2ND NEW PRISONER
			(puzzled)
		I don't remember you using anything 
		in that drunk routine.

				  GALT
			(starting to fume)
		Hey... are you trying to fool us?

	With this Keltner moves in and up to Galt.

				  KELTNER
		Leave him alone!

				  GALT
		Stay out of this, Reverend. We're 
		not doing anything... We just want 
		him to join in the fun.

				  UHLMANN
			(to the men)
		Right!  If a Reverend can give us a 
		laugh, why not a clown?

	All the men ad lib their agreement with what Uhlmann just 
	said; it appears that they are all on Galt's side, and Keltner 
	knows it.

				  KELTNER
			(to Helmut, softly)
		It doesn't have to be anything 
		special... a little dance, maybe?

				  HELMUT
			(taking it all out on 
			Keltner)
		Like that disgusting exhibition you 
		did?  Oh, no... not me!

				  4TH NEW PRISONER
		Go on, Doork, so I can tell my kids.

				  HELMUT
		Can't you get it through your heads, 
		I need...

				  GALT
			(firmly)
		WE need you to give us a laugh.

	Galt grabs Helmut's jacket and pulls him off the bunk, nose 
	to nose to him...

				  GALT
		So... TRY!

	Galt has Helmut by the neck portion of the jacket, practically 
	choking him to death... his vice-like hands are closing in 
	on his throat and Helmut's trying vainly just to breathe...

	One of the prisoners starts pounding his feet and making a 
	march-like noise yelling from the other end... "So try!"... 
	"So try!"... "So try!"... "So try!"... the other prisoners 
	in the barracks pick up the chant and the stomping... Keltner 
	doesn't even hear the racket they've started because of his 
	concern for Helmut being choked to death... He tries to loosen 
	Galt's hands from Helmut's throat.

				  KELTNER
		That's enough, leave him alone!

				  GALT
		Stay out of it, Reverend!

	Galt spins Helmut around so that his back is facing the aisle 
	and he walks him into the center area... the other men feeling 
	this violence happening, and watching.  Helmut being choked, 
	triggers all of their venom and their hate and they really 
	come on strong... stomping, yelling...

				  THE MEN
			(ad lib)
		Choke him harder...  see if that's 
		funny!  Make him dance! Hey, Doork!...  
		be funny now! He don't look so funny 
		to me!  He sure as hell looks funny 
		to me!  Hey, Galt, pull his string 
		and make the dummy funny!

	And they stomp and they stomp and they stomp... "So try!"... 
	"So try!"... They get louder and louder... Helmut is kicking 
	his legs, which are off the ground, and Galt won't let go.

	CLOSE - HELMUT

	His face is turning color... he hasn't a lot of air left in 
	his lungs... and Keltner is practically hanging onto Galt 
	trying to get his hands loose... and Galt could carry another 
	three men without batting an eye.  Galt puts him down slowly, 
	in the middle of the aisle, so that just his feet touch the 
	ground, but he keeps his hands around his throat.

				  GALT
		Your public is calling, clown... 
		now, clown!

	WIDER SHOT

	SHOOTING OVER Galt, Keltner and Helmut, we see the door of 
	the barracks slam open and bang against the wall making more 
	noise than anything all the men made together, and they all 
	freeze...

	MED. CLOSE - THE GUARD

	He stands in the doorway, legs spread apart, hands on his 
	waist... and he is wearing a raincoat, the barracks has become 
	totally silent... all that is heard is the rain pecking away 
	on the roof.  Galt has let go of Helmut who just lays on the 
	floor with Galt and Keltner on both sides of him...

				  GUARD
			(walking slowly into 
			the barracks)
		What is going on here?
			(to Helmut)
		On your feet!

	Helmut gets up, dizzily, just about getting oxygen back into 
	his system...

				  GALT
			(like a little boy)
		He was showing us some of his funny 
		clown falls...

	The Guard surveys the faces of the others as they stare back.

				  GUARD
		Because of all the noise coming from 
		in here -- I have been called up 
		front to explain...  I don't like to 
		be called up front...  I don't like 
		to have to explain...
			(menacingly)
		And, you might not like it, either.
			(a beat)
		Back to your bunks, all of you...  
		Turn out the lights, and keep it 
		QUIET !

	As the guard turns to the door to go, Helmut takes a step 
	forward about to stop the guard, Keltner grabs his arm and 
	turns him the other way... the Guard exits closing the door, 
	quietly behind him... The men start to disperse... Galt gives 
	Helmut a "I'll get you for this" look and returns to his own 
	bunk with Uhlmann almost up his ass following... Keltner 
	leads Helmut back to their bunk.

				  HELMUT
			(whispering)
		I was just going to ask him about 
		the forms... my release...

				  KELTNER
			(shaking his head)
		That was not the time, believe me!

	Keltner sits Helmut down next to him on his lower bunk, as 
	Helmut rubs his throat, and tries swallowing a few times...

				  KELTNER
		Hurt much?

				  HELMUT
			(beaten)
		No, I'm alright... thank you.

	They both sit in silence... Helmut breaks the silence...

				  HELMUT
		Johann, why do they pick on me?  
		I've never done anything to them.

				  KELTNER
		You've never done anything for them!

	Helmut dislikes Keltner's remark and gets up from the lower 
	bunk and starts up to his.  He gets to the top bunk and starts 
	to get onto it, stops and whispers to Keltner.

				  HELMUT
		You think I should have performed?

				  KELTNER
		The men would have appreciated it.

	Helmut rolls into his bunk, the lights go out and he lies on 
	his back staring at the ceiling.  Keltner sits on the side 
	of his bunk and takes his shoes off... periodically the rays 
	from the searchlights revolving outside cross the windows to 
	momentarily flood the barracks with light.  After a few 
	seconds, Helmut leans over to whisper to Keltner.

				  HELMUT
		Johann!

				  KELTNER
			(he stands up, eye 
			level with Helmut)
		What is it?

				  HELMUT
		They don't believe me, do they?  I 
		mean about being a clown?

				  KELTNER
		Oh, I'd say you've convinced most.  
		However --
			(a long beat)
		There is one you haven't convinced...

	Helmut stares at Keltner, knowing full well what's coming... 
	yet doesn't have the courage to take the chance that it might 
	be another thought... so he waits...

				  KELTNER
			(gently)
		You, Helmut... you!

	CLOSE - HELMUT

	The truth of Keltner's charge hits Helmut with an overpowering 
	force.  He looks at Keltner for a beat... his eyes filled 
	with pain, then slowly turns away from him, leaving him 
	standing there as we PAN with Helmut and HOLD on...

	CLOSE - THE WINDOW

	The rain is pouring down.

							   DISSOLVE TO:

	FULL SHOT - YARD - DAY

	It is the next morning, a chilly, damp day following a night 
	of rain.

				  LOUDSPEAKER (O.S.)
		Attention!  Attention!  All prisoners 
		will assemble immediately in the 
		yard.  All prisoners will assemble 
		immediately in the yard. Attention!  
		Attention!

	The loudspeakers repeat the command.  Across the muddy, puddle 
	splotched yard, a barbed wire barricade about six feet high 
	has been erected, dividing the camp in two.  A number of 
	guards patrol the fence on both sides.

	EXT. BARRACKS H - WINDOW - DAY

	Uhlmann is looking out into the yard.  He motions to someone 
	to "take a look at this".

	INT. BARRACKS H - DAY

	Galt has just arrived at the window where Uhlmann is standing.

				  UHLMANN
		They've put up barbed wire!

	MED. SHOT - FAVORING HELMUT, KELTNER

	They look at each other in wonder as they start into the 
	aisle.  The men in the barracks are frantically trying to 
	organize themselves.

	EXT. PRISON YARD - DAY

	The prisoners are pouring out of the barracks doorway.  Galt 
	and Uhlmann are already standing outside as Helmut, Keltner, 
	Herman, Adolf, Franz, Ludwig, Stout Prisoner, New Prisoners, 
	join them.  All look o.s. momentarily speechless at what 
	they see.

				  GALT
		What the hell... ?

	FULL SHOT - YARD - PRISONERS' POV

	Beyond the fence we see men, women and children standing in 
	groups near the barracks on that side of the camp.  The SOUND 
	of children crying can be heard.

	VARIOUS SHOTS - MEN

	As they quickly scurry to line up in front of their own hut.

				  STOUT PRISONER
		Youngsters!  They've got youngsters 
		over there.

				  YOUNG PRISONER
		Women!

				  ADOLF
		Another fence!

	MED. SHOT - PRISONERS - FAVORING KELTNER

	Helmut stands next to him.

				  HELMUT
		What does it mean?  What do they 
		need a fence for?

				  KELTNER
			(shaking his head)
		Misery loves company.  Looks like 
		they're going to deny us even that.

	The Guard is shoving the late-comers into place.

				  GUARD
		All right.  All right, move.  Hurry 
		it up.  Move.

	ANOTHER ANGLE

	SHOOTING ACROSS the prisoners in f.g. toward the new fence.  
	Guards move among the men, herding them into lines.  On the 
	other side of the fence, we can see the new arrivals lining 
	up, being prodded into place by Guards.

	LONG SHOT - PRISON YARD - DAY

	On both sides of the fence, the prison inmates have assembled 
	in the wet, forbidden yard.  On one side are the regular 
	prisoners, who watch the guards warily as they straighten 
	their lines.  On the other side are the new prisoners -- 
	about two hundred frightened Jews of all ages, including 
	thirty or forty children and a number of very old men and 
	women.  They stand in absolute silence as the loudspeakers 
	blare again, except for the crying children.

				  LOUDSPEAKER
		Attention!  The Commandant issues 
		the following special order:  the 
		north side of the camp is now 
		temporary quarters for non-Aryan 
		prisoners.  Fraternizing between 
		Aryan and non-Aryan prisoners is 
		strictly prohibited.  Any violation 
		of this order will be severely 
		punished.  Heil Hitler... Repeating...

	ANOTHER ANGLE

	SHOOTING THROUGH the booted, outspread legs of a soldier 
	guard in f.g. toward the line of prisoners behind him.  One 
	woman holds a child of about three who cries inconsolably.

				  LOUDSPEAKER
		The Commandant issues the following 
		special order:

	As the announcement is read, the guard's legs turn around, 
	and he walks away from the CAMERA toward the woman.  He stands 
	before her menacingly, and she clutches the child closer to 
	her in a futile attempt to hush its crying.

				  LOUDSPEAKER
		The north side of the camp is now 
		temporary quarters for non-Aryan 
		prisoners.  Fraternizing between 
		Aryan and non-Aryan prisoners is...

	MED. SHOT - PRISONERS

	SHOOTING along line of prisoners from barracks H to show 
	their various reactions as the announcement continues -- 
	disdain, surprise, sympathy and relief.  The guard stands 
	with his back to the line at the end farthest from the CAMERA.  
	Galt is near the CAMERA.

				  GALT
			(under his breath)
		Jews!

	Prisoners nearest to Galt eye him questioningly.

				  LOUDSPEAKER
		... strictly prohibited.  Any 
		violation of this order will be 
		severely punished.  Heil Hitler.

	The loudspeakers go dead.  The prisoners stand silently 
	studying the new arrivals across the yard.  The new prisoners 
	self-consciously file back into their huts on the other side 
	of the fence.  As the prisoners begin to break rank --

				  GUARD
		Prisoners from barracks H remain in 
		line.  Barracks H will remain in 
		line.

	The prisoners turn and look in direction of the Guard as 
	they straighten their lines.  The guard paces slowly along 
	the line inspecting it silently.  On the fringes of the scene, 
	we can see prisoners from other barracks gathering to see 
	what their fellow convicts are in for.

	MED. CLOSE SHOT - GUARD

	Finally he stops and contemplates his shabby charges with 
	disgust.

				  GUARD
		I said last night I didn't think I 
		would enjoy being called up to account 
		for the noise coming from barracks 
		H.  I can tell you this morning I 
		didn't enjoy it.

	He walks down the line, looking at each man.

				  GUARD
		I don't know what caused the trouble 
		last night, but I'm not blaming you 
		entirely.
			(fatherly)
		I failed you.  I should have seen 
		that you all have much too much energy 
		for the confined life you lead here.
			(he smiles benevolently)

				  GUARD
		We're going to correct that.  I've 
		been told that energy comes from 
		food.

	MED. SHOT - PRISONERS

	Their faces reflect that they know what is coming.

	ANOTHER ANGLE

	SHOOTING PAST the line of prisoners in f.g. to the Guard, 
	who has paused to let his words sink in.

				  GUARD
		So... to help you... all rations are 
		canceled for the next... forty-eight 
		hours.

	A hushed ripple of ad lib grumbling and growling rolls along 
	the line of prisoners.

				  GUARD
		And, if that doesn't quiet you down, 
		I'll think of some other ideas you'll 
		like even less. I'm going to make 
		this barracks the quietest in the 
		camp.
			(roaring)
		Is that clear?

	The prisoners are silent but their faces register their 
	resentment.

				  GUARD
		Now, don't blame me.
			(with sly meaning)
		I didn't start the trouble last night.

	The truth of what he has said is reflected in the faces of 
	the men.

				  GUARD
		Fall out.

	ANOTHER ANGLE - FAVORING HELMUT, KELTNER

	As they stand with the other prisoners, watching the guard 
	move off.  Keltner looks worried, the others are angry, Helmut 
	seems undecided as his eyes follow the guard.

				  HERMAN
		Bastard!

				  STOUT PRISONER
		I can't go without food. I'll starve.

	Suddenly Helmut makes up his mind and starts off after the 
	Guard.  Keltner, sensing the mood of the men, puts a 
	restraining hand on his arm, whispers to him hoarsely.

				  KELTNER
		Helmut, don't.

	But Helmut shakes him off and hurries away.

	The other prisoners notice where he is headed and exchange 
	looks.  Keltner shakes his head.  Galt's eyes narrow as he 
	watches Helmut run off after the guard.

				  GALT
			(loudly)
		He's the one we can thank for the 
		diet.

	MED. SHOT - GUARD - MOVING

	The CAMERA MOVES BACKWARD as the Guard strides toward it, 
	his face sour.  Behind him we can see Helmut running to catch 
	up to him.  When he is close enough...

				  HELMUT
		Sir?  Corporal...

	The guard stops and turns so abruptly that Helmut almost 
	runs into him.

				  GUARD
		What?

				  HELMUT
			(obsequiously)
		Doork.  Helmut Doork.  Remember?  
		The papers... You said... Remember 
		the special forms for the Gestapo to 
		review my case.

				  GUARD
		No papers.

	He stalks off.  Helmut starts to say something more but thinks 
	better of it.  Crushed, he starts back towards his barracks, 
	head down.  He walks sadly for several steps, then looks up 
	and stops, his expression changing to one of uneasiness.

	MED. SHOT - PRISONERS - HELMUT'S POV

	A dozen of Helmut's barracks-mates, including Galt, Uhlmann, 
	Adolf, Ludwig, Herman, the Stout Prisoner, several of the 
	New Prisoners, are drifting across the yard towards him, and 
	the looks on many faces bode no good for Helmut.

	FULL SHOT - HELMUT, PRISONERS

	The men converge and form a half circle around him.

	As the men close in on him, he moves back until we cna see 
	the barbed wire fence behind him.  Helmut senses their 
	disposition and remains warily silent.  Keltner and Franz 
	stand slightly behind the pack.

				  GALT
		What'd you say now, Mr. Doork, 
		Almighty!
			(to men)
		Last night he wouldn't give us a 
		laugh.  Today they won't give us 
		food.

				  LUDWIG
			(venomously)
		What were you doing?  Making a deal 
		with your guard pal to slip you some 
		food?

				  HELMUT
			(indignantly)
		No!  I was asking him about the forms 
		he'd promised to get me.
			(admonishing)
		Because of last night... I'm not 
		getting them.

	Keltner, seeing how disappointed Helmut is, moves up through 
	the group.

				  KELTNER
			(encouragingly)
		When this blows over, Helmut, we'll...

				  LUDWIG
			(interrupting)
		Don't feel sorry for him.  He's got 
		no one to blame but himself.  The 
		whole thing was his doing.

				  ADOLF
		He's been telling us how great he 
		is; how funny.  Why?  Why couldn't 
		he have done a trick or two for us?

				  UHLMANN
		The Reverend did a turn.  What's so 
		special about him?

	The men voice agreement... Helmut should have performed.  
	Helmut starts to go around one end of the semi-circle but 
	the men bar his way.

				  KELTNER
		Don't start anything here.  We're in 
		enough trouble.

	The other prisoners in the b.g., those who have remained in 
	the yard to see what was going to happen to the men of 
	barracks H, sense trouble, the kind they want no part of, 
	and begin scurrying back to their own barracks.

				  UHLMANN
		We're not starting anything, we're 
		finishing something.

				  GALT
		We've decided Doork here is going to 
		keep us laughing so hard we won't be 
		able to hear our stomachs growling.

				  STOUT PRISONER
		Better hurry it up, clown.  'Cause 
		my stomach's growling already. Can 
		you hear it?

				  HERMAN
		Hear it!  The whole place hears it.

	The men take a few steps toward Helmut as they call for him 
	to perform.

				  MEN
		Yeah, Doork, do a trick. How about 
		that night in Munich when they 
		wouldn't stop laughing.  How about 
		it, Doork? Come on, just a little 
		trick.  Give us one laugh.  That's 
		all we're asking for.  Come on, 
		Helmut, do something.

	Helmut, hoping to stall the inevitable, still hoping to 
	preserve for a while longer his beautiful myth of being a 
	great clown, holds up his hands for the men to be quiet.  
	Franz interpreting the gesture as giving in to the demands 
	of the men...

				  FRANZ
			(excitedly)
		He's going to do it!  He's going to 
		do it!

	The men quiet down and move back a few steps to give Helmut 
	room.

				  HELMUT
			(grandly)
		Nothing pleases an artist more than 
		to perform.  I'm going to do a real 
		show for you.  All I ask is that you 
		give me a little time...  time to 
		get things together...  things I can 
		use as props...  I'll even try to 
		make a costume, and...

				  ADOLF
		You don't need a costume.  We've got 
		imagination.

				  (TO MEN)
		Right?

	Murmurs of agreement.

				  HERMAN
		Do the drunk pretzel like the kid 
		suggested last night.

				  GALT
			(commanding)
		And do it now, clown.  No more 
		stalling.

	Helmut, still trying to hold on to his dream of greatness, 
	draws himself up proudly and begins to move forward.

				  HELMUT
		Let me through.

				  ADOLF
		Aren't we good enough for you?

				  LUDWIG
		He'd do his tricks fast enough if 
		his guard pal asked him.  Wouldn't 
		you, Doork?

	As the mention of the word "guard" the mood of the men turns 
	ugly.

	MED. SHOT - PRISONERS - HELMUT'S POV

	Their faces show their determination that Helmut will perform 
	or... else.

				  KELTNER
		Do something, Karl.  For God's sake, 
		do something.

				  GALT
		And be sure it's funny.

	MED. SHOT - HELMUT, GALT

	Helmut is frightened.  He strains to look beyond the men for 
	help.  He opens his mouth to scream for the Guard, but Galt 
	puts his hand over Helmut's mouth.

				  GALT
			(his face pressed 
			close to Helmut's)
		You make us scream... scream with 
		laughter...  or I'll tear you to 
		shreds on the wire.

	Galt presses Helmut right up to the barbed wire fence so he 
	can feel the barbs in his back.

	FULL SHOT - HELMUT, MEN

	Galt takes his hand away from Helmut's mouth.  Helmut doesn't 
	utter a sound.  He knows that Galt and the men mean business 
	and he now must do something.  He nods his head.

				  HELMUT
		All right... all right.

	The men move back to give him room.  Frantically, he tries 
	to think of something to do... he knows it must be great... 
	or else his myth will explode.  He walks around in a little 
	circle, trying, trying to think of something.  Finally he 
	faces them.  He bows his legs and pretends he's a bow-legged 
	man trying to walk a high wire, but he's so frightened the 
	result is pathetic, not funny.

	PAN SHOT - PRISONERS

	The camera works across their faces, which are expressionless.

	MED. SHOT - HELMUT

	Seeing that he is getting no reaction from his "audience", 
	Helmut tries something else.

	He pulls his shirt over his head and walks around like a 
	headless man.  He pretends to trip over some unseen object, 
	peers through the front of his shirt at it, and stamps on 
	the object.  Again he tries to walk over it, and again he 
	slips.

	MED. SHOT - HELMUT, MEN

	as Helmut starts to repeat the same routine, many of the men 
	are openly contemptuous.  Galt wears a smirk.  Keltner, unable 
	to watch Helmut's degradation, moves away.  Others express 
	their disappointment, their disdain.

				  MEN
		If he's Germany's greatest clown, 
		God help the Fatherland.  Doork, the 
		Great!  You got paid for that?  To 
		go without food is bad enough, but 
		to have to watch that!

				  2ND NEW PRISONER
			(accusingly)
		You're not the clown I saw.  You 
		lied.  You're big all right.  A big 
		liar.

				  4TH NEW PRISONER
			(contemptuously)
		And I was going to tell my kids!

				  UHLMANN
		He's no clown.  Not even a bad one.

				  HELMUT
		I am.  I am a clown!

	They move away from him.

				  HELMUT
			(continuing)
		Give me a chance.  I just got started.

	But the men continue to walk away.  Helmut tries to do a 
	hand stand, but his hands slip in the mud, and he lands 
	ignominously on all fours.  When he looks up, only Adolf, 
	Galt and Uhlmann remain.

				  ADOLF
			(sadly)
		That's what we've been eating our 
		hearts out to see!
			(a beat)
		You stink.  You really stink.

				  HELMUT
		I... I slipped.   I can do it.

	Seeing the disbelief on their faces, Helmut becomes almost 
	hysterical.  He is still on his knees.

				  HELMUT
		I am a clown.   I am.  I am.

	He pounds on the ground in frustration.  Galt spits 
	contemptuously, and the three start to leave.  Galt turns 
	back, looks down at Helmut.  Very deliberately, he comes 
	forward to stand at a mud puddle.

				  GALT
		Doork the Great.

	With that he kicks a shower of mud directly into Helmut's 
	face.

	CLOSE SHOT - HELMUT

	The mud splatters over his face.  He cries out.  His hands 
	go to his eyes instinctively.  he kneels there, rocking back 
	and forth in misery.  Then from o.s., we HEAR a tiny, 
	tentative laugh -- the tiniest laugh ever heard.  Helmut 
	looks up quickly.  He isn't sure that he heard it.

	Then it comes again, a little stronger.  He looks around 
	quickly to see who has come back to taunt him, to ridicule 
	him.

	LONG SHOT - PRISON YARD - HELMUT'S POV

	The yard is empty except for a few prisoners from other 
	barracks way off on the other side.

	CLOSE SHOT - HELMUT

	He is puzzled.  Then again he hears the laugh o.s.  He turns 
	slowly to look behind him.

	MED. SHOT - BOY - HELMUT'S POV

	On the other side of the fence stands a wide-eyed boy of 
	about eight, who is watching Helmut timidly.  The ragged 
	youngster laughs again, hesitantly, as if unsure what Helmut 
	is doing is supposed to be funny, but finding it so 
	nevertheless.

	CLOSE SHOT - HELMUT

	He looks uncertainly at the youngster.  Is the child 
	ridiculing him, too?  He leans over the mud puddle and looks 
	at his reflection.  He likes what he sees.  The mud on his 
	face looks almost like a primitive clown mask.  Very 
	deliberately Helmut scoops up more mud and puts a blob of it 
	on the end of his nose.  He waits for the child's reaction.

	CLOSE SHOT - BOY

	His eyes are laughing, but his little lips are pressed tight 
	together.  He has been taught not to make sounds... not even 
	sounds of laughter.  But finally what he is looking at becomes 
	too much for him and the laughter spills out between his 
	lips as they form a smile.  He laughs delightedly now, 
	satisfied that Helmut is being purposely amusing.

	TWO SHOT - HELMUT, BOY

	Helmut gets to his feet, bows slightly and stiffly to the 
	child, and then attempts another hand stand.  This time he 
	holds himself up for a moment and then deliberately allows 
	himself to fall on his back in the mud.

	CLOSE SHOT - HELMUT

	As he lands, he quickly glances off towards his barracks, 
	but from the look of disappointment on his face, we know 
	that none of his barracks mates are watching.  When he hears 
	more laughter from o.s., he quickly rolls on his side to 
	look.

	MED. SHOT - CHILDREN - HELMUT'S POV

	Two more youngsters have joined the first, and all are 
	laughing excitedly.  The first child jumps up and down, 
	clapping his hands.

	WIDER ANGLE - FROM THE FENCE - FAVORING HELMUT

	Helmut gets up and bows, more deeply this time, a tribute to 
	the children's vindication for his claim that he is a clown.  
	He turns toward the direction of his barracks.

				  HELMUT
			(screaming at top of 
			voice)
		Come back, damn you, come back.  The 
		children... they're laughing.  They're 
		laughing.  I am a clown.  I am a 
		clown.

	He turns back to the children and again bows.  He quickly 
	leans down, looks at his reflection in the puddle, and scoops 
	up a handful of mud which he plasters on his nose to make a 
	bulbous, artificial proboscis.  He turns back to the children 
	and in pantomime, pretends to see a fly buzzing about and 
	tries to swat it.  The imaginary fly buzzes closer.  The 
	CAMERA MOVES UP to --

	CLOSE SHOT - HELMUT

	As the "fly" lands on his nose.  He looks cross-eyed at the 
	mud blob, then swats at it.  The blob falls off.

	MED. SHOT - CHILDREN

	There are now nine or ten youngsters at the fence, all 
	squealing with delight.

	CLOSE SHOT - HELMUT

	He bows again, and as his head comes up he looks o.s. toward 
	his barracks, still hoping that someone will be watching his 
	"great" success.  When he turns back to the children, we see 
	that he continues to smile -- while tears course down his 
	cheeks through the mud still caked on them.

							   DISSOLVE TO:

	EXT. MESS HALL - DAY

	The last barracks on the open end of the camp on the political 
	prisoners' side.  Outside the building is a low counter 
	arrangement with two prisoners behind it serving mush and 
	black bread to a long line of men, all of whom carry bowls 
	and spoons.

	This time in mid-July, three weeks after the incident at the 
	fence.  The day is bright and hot.  Our ANGLE FAVORS Helmut 
	as he nears the prisoner who is serving up the mush.

	MED. SHOT - HELMUT

	As he moves up to be served and holds out his bowl.  The 
	prisoner - messman spoons a blob of mush into it.  Then he 
	looks around quickly and, before Helmut can pull back his 
	bowl, slops another half spoonful into it with a wink at 
	Helmut, who gives him a grateful smile in return.  Helmut 
	moves on to the bread server, who gives him a big grin as he 
	slips two pieces of bread into the bowl on top of the mush.  
	Helmut hurries away, the CAMERA FOLLOWING him.

	He walks strangely, as if having trouble controlling his own 
	feet.  Helmut ducks around the corner of the barracks nearest 
	the mess hall, then peers cautiously back into the main yard.  
	Satisfied that he hasn't been noticed, he quickly puts one 
	piece of bread into his pocket and takes out his spoon.  
	Holding the second piece of bread beneath the bowl, he wolfs 
	down a few mouthfuls of the mush.  Then he smooths out the 
	remainder with the spoon to make the mush appear untouched. 
	 He places the one slice of bread back on top of it, and 
	studies the end result.  Nodding approval, he licks his spoon 
	clean and puts it back in his pocket.  He goes back around 
	the corner of the barracks into the main yard and heads for 
	the next building.

	CLOSE SHOT - BARE FEET

	This pair of massive feet are the property of the Big 
	Prisoner, a massive hulk of a man.

				  OLD PRISONER'S VOICE
		Don't know how you can go without 
		shoes.  Soles of my feet are too 
		sensitive.

	The CAMERA PANS UPWARD to the Big Prisoner and an Old 
	Prisoner, sitting against the side of their hut.  The Old 
	Prisoner, a frail man, with shirt off, is finishing his mush.

				  BIG PRISONER
		It's my stomach that's sensitive.

				  OLD PRISONER
			(looking o.s., smiles)
		Here comes your second helping.

	As Helmut's feet walk into FRAME and stop next to the Big 
	Prisoner, we see the reason for his peculiar walk.  He is 
	wearing a pair of enormous shoes, many sizes too large for 
	him and cut open along the soles from the toes to the insteps 
	so that they flap as he moves along.

	ANOTHER ANGLE

	as Helmut joins them and holds out his bowl of bread and 
	mush to the Big Prisoner.

				  HELMUT
		Here.

	Still grinning, the Big Prisoner puts his empty bowl on the 
	ground beside him and takes Helmut's bowl.  Holding the bread 
	aside, he digs into the mush.  Helmut watches him eat, his 
	own hunger written all over his face.  After a few bites, 
	this makes the Big Prisoner a little self-concious.

				  BIG PRISONER
		How're the shoes?

				  HELMUT
		Perfect.

	The Big Prisoner nods and goes back to eating, satisfied 
	that he has made a fair bargain and shouldn't be embarrassed 
	about taking Helmut's food.

				  HELMUT
		Don't forget the bowl.

	The Big Prisoner, his mouth full of mush, only nods.  Helmut, 
	tearing his eyes from the food, moves off.  The Big Prisoner 
	watches him go.  Suddenly, he looks down at the departing 
	Helmut's feet, and his face darkens.

				  BIG PRISONER
			(irked)
		Hey, Doork!

	Helmut stops and turns as the Big Prisoner shoves himself 
	away from the hut and goes to him, staring down at the shoes.

				  BIG PRISONER
		My shoes!

	The Big Prisoner reaches out with the large toe of one bare 
	foot and lifts up the flapping toe of one of Helmut's shoes.  
	He lets it drop again.

				  BIG PRISONER
		I said you could use 'em, not ruin 
		'em.

				  HELMUT
		I had to fix them this way...  for 
		the act, you know.  Wait till you 
		see how funny it is.

				  BIG PRISONER
		Yeah.  But will I feel like laughing 
		when it gets cold!

				  HELMUT
		Don't worry.

				  BIG PRISONER
		Worry!  I'm the one who'll get frost 
		bitten toes, not you.

				  HELMUT
		When I return them, they'll be like 
		new.  I promise.

	The Old Prisoner has finished his mush and puts his bowl 
	down on the ground and moves forward to join Helmut and the 
	Big Prisoner.

				  BIG PRISONER
		For what you've done to my shoes I 
		should get more food.

				  OLD PRISONER
		He's got to have something to eat.

	The Big Prisoner looks at him questioningly.

				  OLD PRISONER
			(continuing)
		If he gives you his other meal...  
		he'll starve to death.  Then you 
		won't get anything.

	This reasoning makes sense to the Big Prisoner.

				  BIG PRISONER
			(to Helmut)
		Remember... you fix them before you 
		bring 'em back.

				  HELMUT
		Promise.

	Helmut shakes his head "yes", turns and quickly hustles off 
	in the direction of his own barracks, the CAMERA MOVING with 
	him.  After a few steps.

				  BIG PRISONER'S VOICE
		Doork!

	MED. SHOT - BIG PRISONER - HELMUT'S POV

	The Big Prisoner looks at Helmut, then at the piece of bread 
	Helmut had given him.  His manner is self-conscious.  He 
	tosses the piece of bread to Helmut.

	MED. SHOT - HELMUT, BIG PRISONER, OLD PRISONER

	Helmut catches the bread, his smile expressing his thanks.  
	The Old Prisoner puts his arm around the Big Prisoner's 
	shoulder, while the Big Prisoner tries not to show that he 
	is pleased with himself for his "generous" act.

	MED. SHOT - HELMUT

	Taking bites of the bread, Helmut, rather jauntily, lopes 
	off toward his own barracks.  As he moves among the other 
	prisoners, the CAMERA MOVING with him, we see many of them 
	point or nod toward Helmut and smile good-naturedly.  Helmut 
	is completely unaware of them, so lost is he in his own 
	thoughts.

	EXT. BARRACKS H - MED. SHOT - KELTNER, FRANZ, HERMAN - DAY

	They sit in the shade beside their barracks.  Herman is using 
	his empty bowl as a fan.  Keltner is just finishing his food.  
	Franz is examining his jacket, his empty bowl beside him on 
	the ground.

				  FRANZ (IRRITATED)
		I mean it this time.

				  KELTNER
		Don't tell us.  Tell him.

	Franz holds up the tattered jacket to show that a button is 
	missing.

				  FRANZ
		What am I supposed to do? Use pins?

				  HERMAN
		Who has a pin?

	Keltner chuckles.

				  FRANZ
		You can laugh.  He isn't always after 
		you f