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ALL SCRIPTS











                      HARRY POTTER


                        AND THE


                  PRISONER OF AZKABAN



 
                          by
                      Steve Kloves









                   Based on the book by
                      J.K. Rowling













                           FULL TAN DRAFT

                           February 24, 2003




     FADE IN:








1    EXT. NUMBER FOUR PRIVET DRIVE - MIDDLE OF THE NIGHT         1

     The street slumbers, adrift in shadow. Then... a curious
     BEAM OF LIGHT BOBS beyond the second-story window of
     Number Four.




2    INT. HARRY'S ROOM - SAME TIME - MIDDLE OF THE NIGHT         2

     A tent of blankets.   Within... the SHADOW of a BOY.   A

     WHISPER:


                              HARRY

                Lumos Maxima...
     The tent BLOOMS SOFTLY with light -- briefly illuminating
     a bedside PHOTOGRAPH (of James & Lily Potter) -- then
     goes dark.

                              HARRY

                Lumos Maxima...
     The blankets bloom once again when, down the hall, a
     TOILET FLUSHES. Instantly, the SHADOW stiffens, the
     blankets DIM, and the tent flattens. Just as...
     ... the bedroom door OPENS, revealing... UNCLE VERNON.
     He peers inside, eyes flashing suspiciously, then...
     withdraws.
     The tent rises.

                              HARRY

                Lumos Maxima...
     As the blankets blaze, we CUT INSIDE, find a SKINNY BOY
     with a crow's nest of black hair, thick glasses sitting
     crookedly atop his nose: HARRY POTTER. Open before him
     is Violeta Stitch's Extreme Incantations. Once again, he
     speaks:

                              HARRY

                Lumos... MAXIMA!




2A   EXT. NUMBER FOUR PRIVET DRIVE - SAME TIME - NIGHT           2A

     A BLINDING BLAST OF LIGHT FLASHES from the second story
     window of Number Four. DOGS BARK. And a TITLE CARD
     appears:

                             HARRY POTTER

                               and the
                        Prisoner of Azkaban




                                                            3.





2B     INT. HARRY'S ROOM - SAME TIME - NIGHT                      2B




       The light in the hallway SNAPS on, Harry's tent droops
       once more and, seconds later, Harry's door eases open.
       Uncle Vernon peers in and switches on the light. The
       room is utterly SILENT. Slowly, he closes the door.







3      OMITTED                                                    3

thru                                                              thru

5                                                                 5








6      INT. FOUR PRIVET DRIVE - STAIRWAY/FRONT HALL - DAY         6




       The DOORBELL CHIMES and a shrill VOICE THUNDERS:

                                AUNT PETUNIA (O.S.)

                          Harry!
                 Harry!
       Harry bounds down the stairs and into the front hall,
       where his AUNT PETUNIA and cousin DUDLEY stand stiffly.
       Petunia flicks a bit of fluff from Dudley's sweater,
       glowers crossly at Harry, and jerks her head toward the
       door.

                                AUNT PETUNIA

                 Well, go on.   Open it.
       Harry reaches for the knob when -- BLAM! -- it BURSTS
       OPEN, revealing a LARGE, WADDLING WOMAN (AUNT MARGE) and
       a LARGE WADDLING BULLDOG (RIPPER). Uncle Vernon lurches
       forward out of the teeming RAIN, an ENORMOUS SUITCASE in
       hand, and drops it on Harry.

                                AUNT PETUNIA

                 Marge!   Welcome! How was the
                 train?

                                AUNT MARGE

                 Wretched.   Ripper got sick.

                                AUNT PETUNIA

                 Ah.   How... unfortunate.

                               AUNT MARGE

                 I would've left him with the
                 others, but he pines so when I'm
                 away. Don't you, darling?
       Aunt Marge puckers her lips at Ripper and leads him down
       the hallway. Harry follows with Uncle Vernon.

                                                    (CONTINUED)





                                                              4.





6   CONTINUED:                                                     6





                                 HARRY

                 Uncle Vernon.    I need you to sign
                 this form.




                                 UNCLE VERNON

                 What is it?

                                 HARRY

                 Nothing.    Something for school...
    Uncle Vernon eyes the PARCHMENT in Harry's hand
    suspiciously.

                                 UNCLE VERNON

                 Later perhaps.    If you behave.

                               HARRY

                 I will if she does.

                                 AUNT MARGE

                           (turning, eyeing Harry)
                 So.    Still here, are you?

                                 HARRY

                 Yes.

                               AUNT MARGE

                 Don't say 'yes' in that ungrateful
                 tone. Damn good of my brother to
                 keep you, if you ask me.
                         (to Vernon, Petunia)
                 It'd have been straight to an
                 orphanage if he'd been dumped on
                 my doorstep.
    Just then Dudley -- sitting comatose before the TV --
    emits a HOLLOW, BRAIN-DEAD CHUCKLE.

                               AUNT MARGE

                 Is that my Dudders! Hm? Is that
                 my neffy poo? Come and say hello
                 to your Auntie Marge.
    Marge flashes a thick FAN of POUND NOTES. Dudley blinks,
    waddles forward, and extends his plump palm obediently.
    Harry looks on, then sees Ripper snuffling about his
    ankle.




7   INT. FOUR PRIVET DRIVE - DINING ROOM - DUSK                    7

    As Harry clears the dishes, Uncle Vernon brings out a
    bottle of brandy.

                                                     (CONTINUED)





                                                             5.





7   CONTINUED:                                                    7





                               UNCLE VERNON

                 Can I tempt you, Marge?

                               AUNT MARGE

                 Just a small one. A bit more... a
                 bit more... That's the boy.
                         (taking a
                          sloppy sip)
                 Aah. Excellent nosh, Petunia.
                 It's normally just a fry-up for
                 me, what with twelve dogs.
    She smacks her lips, lowers her brandy, and lets Ripper
    take a slobbery lap out of the glass... then catches
    Harry looking.

                               AUNT MARGE

                 What are you smirking at! Where
                 is it that you send him, Vernon?

                               UNCLE VERNON

                 St. Brutus's. It's a first-rate
                 institution for hopeless cases.
    Hearing this, Harry frowns, glances at Uncle Vernon, who
    glares darkly at him.

                               AUNT MARGE

                 I see. And do they use the cane
                 at St. Brutus's, boy?

                               HARRY

                         (sarcastically)
                 Oh, yes. I've been beaten loads
                 of times.

                               AUNT MARGE

                 Excellent. I won't have this
                 namby-pamby wishy-washy nonsense
                 about not hitting people who
                 deserve it.
                         (another sip)
                 Still. Mustn't blame yourself for
                 how this one's turned out, Vernon.
                 It all comes down to blood. Bad
                 blood will out. What is it the
                 boy's father did, Petunia?

                               AUNT PETUNIA

                         (agitated)
                 Nothing. That is... he didn't
                 work. He was -- unemployed.

                                                    (CONTINUED)





                                                          6.





7   CONTINUED:    (2)                                             7





                              AUNT MARGE

                 Of course. And a drunk,
                 I expect --




                                 HARRY

                 That's a lie.
    Aunt Marge pauses on her wine, eyes narrowing on Harry.

                               AUNT MARGE

                 What did you say?

                               HARRY

                 My dad wasn't a drunk.
    POP!   The GLASS in Aunt Marge's hand EXPLODES.

                               AUNT PETUNIA

                 Oh my goodness! Marge!

                               AUNT MARGE

                 Not to worry, Petunia. I have a
                 very firm grip.
    Harry stares at the shattered glass in surprise.

                                 UNCLE VERNON

                 You go to bed.    Now.

                               AUNT MARGE

                 Quiet, Vernon. It doesn't matter
                 about the father. In the end it
                 comes down to the mother. You see
                 it all the time with dogs. If
                 there's something wrong with the
                 bitch, there'll be something wrong
                 with the pup...

                                HARRY

                 Shut up!   Shut up!
    Aunt Marge starts to    reply, when -- ZING! -- a BUTTON on
    her dress sails into    the air. SEAMS GROAN. THREAD
    SNAPS. Aunt Marge's     eyes WIDEN. Her cheeks BILLOW. Her
    whole body BILLOWS.     And she begins to INFLATE like a

    MONSTROUS BALLOON.


                                 UNCLE VERNON


                 MARGE!

    As she rises, Uncle Vernon leaps for her. RIPPER GROWLS,
    fixes his teeth to his trousers. Harry frightened by
    what he's done, watches Aunt Marge BOUNCE GENTLY across
    the ceiling and into the CONSERVATORY.




                                                            7.





7A   EXT. BACK YARD - CONTINUOUS ACTION - DUSK                   7A




     The others race outside. As Aunt Marge begins to float
     away, Uncle Vernon grips her hands.

                              UNCLE VERNON

               Don't worry!   I've got you...
     Slowly... to his horror... Uncle Vernon himself begins to
     RISE. Aunt Marge looks fearfully into his eyes...

                              AUNT MARGE

               Vernon.   Don't you dare --
     But he does. He lets go. Falls to his knees.     And
     watches Aunt Marge float away.




8    INT. HARRY'S ROOM - DUSK (SECONDS LATER)                    8

     Harry crashes inside, takes his TRUNK, then puts his heel
     to a LOOSE FLOORBOARD and removes his WAND from its
     hiding place. Turning, he grabs the PHOTOGRAPH of his
     parents.







9    INT. HALLWAY - DUSK (SECONDS LATER)                         9

     BOOM! BOOM! BOOM! Harry tows the TRUNK down the
     stairs... finds Uncle Vernon waiting for him.

                             UNCLE VERNON


               YOU BRING HER BACK! YOU BRING HER


               BACK AND PUT HER RIGHT!


                             HARRY

               No! She deserved what she got!
               And you... you keep away from me.
     Uncle Vernon eyes Harry's wand nervously, then grins with
     knowing cruelty.

                             UNCLE VERNON

               You're not allowed to do magic out
               of school. They won't have you
               now. You've got nowhere to go.
     Harry realizes it's true.   Briefly falters.   Then:

                             HARRY

               Anywhere's better than here.




9A   EXT. NUMBER FOUR PRIVET DRIVE - DUSK (SECONDS LATER)        9A

     As Harry storms out with his trunk, we DOLLY TO the
     street WITH him. High in the sky, a plump DOT rises.
     Aunt Marge.




                                                         8.





10   EXT. MAGNOLIA CRESCENT - NIGHT (LATER)                    10




     Harry walks and walks and walks, then... stops. Glances
     about. An empty PLAYGROUND. SWINGS CREAKING gently on
     rusted chains. A tiny CAROUSEL, kissed gently by the
     wind, turning slowly.



     Harry drops the trunk. Sits. Deep in the night, an
     ALARM SHRIEKS, goes SILENT. Harry, still as a statue.
     Listening. In the trees above, LEAVES TREMBLE. The WIND
     gathers.
     Harry turns, studies the swaying swings, the carousel.
     Then, he... stiffens. Turns back. Sensing something in
     the shadows across the street, he rises. Slowly draws
     his wand.
     Then he sees... it. Something BIG. Darker than the
     shadows which conceal it. Something with WIDE, GLEAMING

     EYES.

     Harry steps back. Afraid to look. Afraid not to. Wand
     outstretched... he TRIPS, tumbles over the forgotten
     trunk. The tip of his wand BLAZES.
     BANG!   TWIN BEAMS of BLINDING LIGHT spear the night.

                             HARRY

               Aaaah!
     GIANT WHEELS bear down. Harry rolls clear -- just as a
     PREPOSTEROUSLY PURPLE, TRIPLE-DECKER BUS SCREECHES to a
     halt. GOLD LETTERS glimmer above the windscreen: The
     Knight Bus.
     DOORS HISS. Snap back. REVEAL STAN SHUNPIKE, an 18-
     year-old boy in a WRINKLED CONDUCTOR'S UNIFORM. Pasty
     face. Raccoon eyes. Stan looks like he hasn't seen the
     sun in years.

                             STAN SHUNPIKE

                       (wearily, drearily)
               Welcome to the Knight Bus.
               Emergency transport for the
               stranded witch or wizard. My name
               is Stan Shunpike, and I will be
               your conductor this evening.
                       (peering at Harry)
               Wha' choo doin' down there?

                             HARRY

               Fell over.

                             STAN SHUNPIKE

               Wha' choo fall over for?

                                                 (CONTINUED)





                                                              9.





10   CONTINUED:                                                    10





                                HARRY

                  I didn't do it on purpose.
     Stan eyes Harry suspiciously, nods slowly.




                                STAN SHUNPIKE

                  Well, come on then. Let's not
                  wait for the grass to grow.
     As Stan grabs Harry's trunk, Harry peers into the shadows
     across the street -- now simply shadows -- and climbs
     aboard.




11   INT. THE KNIGHT BUS - NIGHT (MOMENTS LATER)                   11

     No seats. Only BEDS. The BRASS frames need a shine, the
     lines a wash. In one bed, a DISHEVELED WIZARD GRUNTS,
     turns over in his sleep.

                                DISHEVELED WIZARD

                  Not now... I'm pickling slugs...
     Behind the wheel, ERNIE, an UNSHAVEN WIZARD in THICK
     GLASSES, stares straight ahead, armpits stained with
     sweat. A SHRUNKEN HEAD dangles from the rearview mirror,
     MUTTERING incessantly through the STITCHES that lace its
     mouth.

                                STAN SHUNPIKE

                  Take 'er away, Ern.

                                SHRUNKEN HEAD

                  Yeah, take it away!
     BANG! Ernie rockets away and the beds -- as one -- slide
     six inches to the rear. Harry drops onto the bed
     nearest, peers up at the CHANDELIER SWAYING directly
     above his head. Beyond the windscreen ONCOMING TRAFFIC
     WHIPS past in a blur.

                                STAN SHUNPIKE

                  Wot you say your name was again?

                               HARRY

                  I didn't.
     Stan, huddled in an armchair, peeks over The Daily
     Prophet, eyes Harry coolly, before disappearing once
     more. Harry brushes the fringe of his hair over his
     scar, watches an AMBULANCE -- SIREN WAILING -- careen
     past.

                                                     (CONTINUED)





                                                             10.





11   CONTINUED:                                                      11





                                STAN SHUNPIKE

                  Whereabouts you headin'?
     Harry hesitates.     He hadn't thought about this.   Decides.




                                HARRY

                  The Leaky Cauldron.   That's in
                  London --

                                STAN SHUNPIKE

                  Is it now? Get that, Ern? The
                  Leaky Cauldron. That's in London.
     Stan grins with sinister delight, showing BAD TEETH.

                                SHRUNKEN HEAD

                  Leaky Cauldron! Stay away from
                  the pea soup!
     As the Shrunken Head CACKLES with delight, Harry peers
     out the windscreen, watches London careering by.

                                HARRY

                  Isn't this a bit... dangerous?

                                STAN SHUNPIKE

                  Naah. Haven't had an accident
                  in -- what? -- a week is it, Ern?

                                SHRUNKEN HEAD

                  Heads up! Little old lady at
                  twelve o'clock!
     Sure enough, directly ahead, a LITTLE OLD LADY is
     crossing the street. Ernie HITS the BRAKES HARD and
     Harry flies forward, palms to the window. The brakes
     pinch down, the bus stops inches from the old lady, and
     Harry flies back onto his bed. BANG! The bus rockets
     forward once more.
     As Harry rights himself, he notices the HEADLINE of
     Stan's Daily Prophet: ESCAPE FROM AZKABAN! Below, a
     sunken-faced MAN with long, matted hair glowers from a

     MOVING PHOTOGRAPH.


                                 HARRY

                  Who is that?   That man.

                                STAN SHUNPIKE

                  Who is that? That's Sirius Black,
                  that is. Don' tell me you ne'er
                  been hearin' o' Sirius Black?

                                                    (CONTINUED)





                                                              11.





11   CONTINUED:    (2)                                              11




     Harry shakes his head, still staring at the man's face.

                                STAN SHUNPIKE

                  A murderer, he is. Got 'imself
                  locked up in Azkaban for it.

                                HARRY

                  How'd he escape?

                                STAN SHUNPIKE

                  Tha's the question, isn't it?
                  He's the firs' that's done it.
                  Gives me the collywobbles thinking
                  he's out there, though, I'll tell
                  you that. Big supporter of You-
                  Know-'Oo, Black was. Reckon you
                  heard o' him.
     Harry nods and, as he does, Black's eyes shift.       Meet
     Harry's.

                                 HARRY

                  Yeah.   Him I've heard of.
     Just then, a pair of DOUBLE-DECKER BUSES sweep directly
     toward the Knight Bus. Before can scream, the entire
     Knight Bus SQUEEZES DOWN and shoots the gap between the
     two onrushing buses. The Shrunken Head winces.

                                  SHRUNKEN HEAD

                  Hate that.

                                  HARRY

                  This bus.    Don't the Muggles ever...

                                STAN SHUNPIKE

                  Them! Don' listen properly, do
                  they? Don' look properly either.
                  Never notice nuffink, they don'.
     Just then, a COUPLE walking a DOG are engulfed by a RUSH
     of WIND as the (invisible) Knight Bus WHOOSHES past. The
     couple glances about in bewilderment. The DOG YAPS
     madly.

                                  SHRUNKEN HEAD

                  Turn!   Turn!
     Ernie fans the wheel, sending the Knight Bus into a
     dizzying 360-degree turn. HEADLIGHTS pinwheel past the
     windows as the bus rides up on two wheels and Harry is
     sent flying once more. Grabbing fast to the center POLE,
     he pirouettes through the air when Ernie... SLAMS on the

     BRAKES.





                                                           12.





12    EXT. CHARING CROSS ROAD/LEAKY CAULDRON - NIGHT              12




      The Knight Bus fishtails INTO VIEW and SQUEALS to a stop,
      centimeters from a PARKED CAR. WHOOSH! The bus settles
      and -- TINK! -- taps the bumper. Instantly, the car's
      ALARM wails.







12A   INT. THE KNIGHT BUS - SAME TIME - NIGHT                     12A

      The chandelier sways drunkenly as the bus doors open.
      The steps GROAN with heavy feet and a FIGURE appears:
      TOM, Innkeeper of the Leaky Cauldron pub.

                              TOM

                Mr. Potter... at last.







12B   EXT. LEAKY CAULDRON - NIGHT (MOMENTS LATER)                 12B

      As the Knight Bus rockets off, Tom and Harry are
      revealed, Harry glances up, reads the SIGN above: THE
      LEAKY CAULDRON. Tom drags Harry's trunk inside, then
      pauses and, with a FLICK of his wand, silences the car
      alarm.




13    INT. LEAKY CAULDRON - BAR/HALLWAY - NIGHT (MOMENTS          13


      LATER)

      Harry trails Tom through the quiet room. The BARTENDER
      glances up, his gaze lingering perhaps a bit too long. A
      solitary WIZARD reads a book while, at his elbow, his
      COFFEE CUP STIRS ITSELF. Tom leads Harry upstairs.




14    INT. LEAKY CAULDRON - BACK ROOM - NIGHT                     14

      As Harry follows Tom inside, he finds a SNOW WHITE OWL
      (HEDWIG) perched atop a chair.

                              HARRY

                Hedwig!

                              TOM

                Right smart bird you've got there,
                Mr. Potter. Arrived only minutes
                before yourself.
      A MAN CLEARS his throat. Harry turns, finds a PINSTRIPED
      SILHOUETTE (CORNELIUS FUDGE) at the window, staring at
      the ghostly shadows beyond. Harry's reflection shivers
      in the glass, but the man doesn't turn. Tom takes a
      position against the wall, fishes a pair of WALNUTS from
      his pocket and -- CRACK -- crushes the shells between his
      palms.

                                                 (CONTINUED)





                                                              13.





14   CONTINUED:                                                     14





                                CORNELIUS FUDGE

                  I should tell you, Mr. Potter,
                  earlier this evening your uncle's
                  sister was located just south of
                  Sheffield, circling a chimney
                  stack. The Accidental Magic
                  Reversal Department was dispatched
                  and she's been properly punctured
                  and
                  her memory modified. She has no
                  recollection of the incident
                  whatsoever.
     Harry waits.     A man condemned.   Then Fudge turns.

                                CORNELIUS FUDGE

                  So that's that, and no harm done.
                          (smiling)
                  Pea soup?
     Harry glances warily from the steaming TUREEN of GREEN to
     Tom, who works a grimy thumb into his gum, frees a walnut
     sliver.

                                HARRY

                  No thank you. Minister... I don't
                  understand. I broke the law.
                  Underage wizards aren't allowed to
                  use magic at home --

                                 CORNELIUS FUDGE

                          (dishing up a bowl)
                  Oh, come now, Harry. The Ministry
                  doesn't send people to Azkaban for
                  blowing up their aunts! On the
                  other hand... running away like
                  that... given the state of
                  things... very, very
                  irresponsible.

                                HARRY

                  'The state of things' sir?

                                CORNELIUS FUDGE

                  We have a killer on the loose.

                                HARRY

                  Sirius Black, you mean. But...
                  what's that got to do with me?
     CRACK! Tom SHATTERS another WALNUT.       Fudge smiles
     nervously.

                                                    (CONTINUED)





                                                              14.





14   CONTINUED:    (2)                                              14





                                CORNELIUS FUDGE

                  Hm? Oh, nothing. You're safe,
                  that's what matters. Tomorrow
                  you'll be on your way to Hogwarts.
                  These are your new schoolbooks.
                  I took the liberty of having them
                  brought here for you.
     Harry eyes the STACK of BOOKS.       One is bound by a ROPE.

                                CORNELIUS FUDGE

                  By the way, Harry. Whilst you're
                  here it would be best if you
                  didn't... wander.




15   OMITTED                                                        15








16   EXT. LEAKY CAULDRON - ROOM ELEVEN - MORNING                    16

     THROUGH the window: the rooftops of London. A TRAIN
     PASSES and CAMERA PULLS BACK, REVEALS Harry, standing
     with Hedwig. He turns, eyes his schoolbooks. He studies
     the GROWLING TOME -- The Monster Book of Monsters -- then
     gives the rope a tug. Instantly...
     ... the book LEAPS to the floor, pages flying, bookcovers
     SNAPPING. Harry gives chase, then the book turns, begins
     NIPPING viciously at his shoes. Harry vaults atop the
     bed, watches the book disappear underneath, then grabs a

     PILLOW.

     Seconds later, the book scuttles into view and Harry
     POUNCES -- FLUMPH! The BOOK ROARS angrily, muffled
     beneath the pillow. Harry takes the ROPE, prepares to
     rebind it.




17   INT. LEAKY CAULDRON - HALLWAY/ROOM ELEVEN - MORNING            17

     A YOUNG WITCH in maid's robes pushes a cart down the
     hall. Harry exits his room as the witch KNOCKS on a
     door.

                                  YOUNG WITCH

                  Housekeeping.
     As she opens the door, she's greeted by a THUNDEROUS ROAR
     and a RUSH of WIND.

                                YOUNG WITCH

                          (unperturbed)
                  I'll come back later.

                                                    (CONTINUED)





                                                                15.





17     CONTINUED:                                                     17




       Something SMALL and FAST dashes by Harry's feet.
       Looking, he spies a rather ragged-looking RAT (SCABBERS),
       pursued by a decidedly UGLY ORANGE CAT (CROOKSHANKS).







18     OMITTED                                                        18

thru                                                                  thru

22                                                                    22








23     INT. LEAKY CAULDRON - STAIRWAY - MORNING (MOMENTS              23


       LATER)




       As Harry moves down the stairs, VOICES come from below.

                                  RON (O.S.)

                    I'm warning you, Hermione! Keep
                    that bloody beast of yours away
                    from Scabbers or I'll turn it into
                    a tea cozy.

                                  HERMIONE (O.S.)

                    He's a cat, Ronald! What do you
                    expect? It's in his nature.
       As Harry reaches bottom, he finds RON WEASLEY
       protectively cradling Scabbers, while HERMIONE GRANDER
       does her best to restrain a HISSING Crookshanks.

                                  RON

                    A cat! Is that what they told
                    you? Looks more like a pig with
                    hair if you ask me.

                                  HERMIONE

                    That's rich coming from the owner
                    of that smelly old shoe brush.
                            (cooing to the cat)
                    It's all right, Crookshanks. You
                    just ignore the mean little boy...
       Then, sensing another presence in the room, both turn.

                                  HERMIONE/RON

                    Harry.

                                                      CUT TO:


       CLOSEUP - A DOG-EARED CLIPPING

       from The Daily Prophet.

                                                      (CONTINUED)





                                                               16.





23    CONTINUED:                                                         23





      A HEADLINE SCREAMS: "GRAND PRIZE WINNER VISITS EGYPT!"

      In the accompanying PHOTO, the entire WEASLEY FAMILY
      stands before the GREAT PYRAMIDS, waving. Smack in the
      middle is Ron, Scabbers perched on his shoulder.







23A   INT. LEAKY CAULDRON - MORNING (MOMENTS LATER)                      23A

      As Ron smoothes the dog-eared clipping onto the table,
      Harry studies it. Hermione ignores it, stroking
      Crookshanks.

                                  HARRY

                   Egypt!   What's it like?

                                RON

                   Brilliant. It's got loads of old
                   stuff. Mummies. Death masks.
                   Tombs --

                                 HERMIONE

                   You know, the ancient Egyptians of
                   the Nile River delta worshipped
                   the cat goddess Bast.
      Ron glares stonily at Hermione, then turns back to Harry.

                                 RON

                   I also got a new wand.
      Just then, a COMMOTION is HEARD. The Weasleys -- PERCY,
      FRED, GEORGE, GINNY, ARTHUR, and MOLLY -- arrive en
      masse, laden with purchases from Diagon Alley.

                                 GEORGE

                   Not flashing that clipping about
                   again, are you, Ron?

                                 RON

                   I haven't shown anyone!

                                 FRED

                   No, not a soul. Unless you count
                   Tom. The day maid. The night
                   maid. The cook. The bloke that
                   came to fix the toilet. That
                   wizard from Belgium...
      Mrs. Weasley takes Harry's face in her hands, smiles.         As
      if relieved to see him.

                                 MRS. WEASLEY

                   It's good to see you, Harry.

                                                      (CONTINUED)





                                                              17.





23A   CONTINUED:                                                    23A





                                 HARRY

                   Good to see you too, Mrs. Weasley.

                                  ARTHUR WEASLEY

                   Harry.   I wonder if I might have a
                   word.

                                 HARRY

                   Of course, Mr. Weasley.
      As Mr. Weasley pulls Harry away, the others continue to
      hover over the clipping in the b.g.

                                 FRED

                   George's nose looks positively
                   massive in that photograph.

                                 GINNY

                   That's your nose, Fred.

                                 FRED

                   Bloody hell. 'Tis, isn't it?
                   Take after your side of the
                   family, don't I, Mum?
      Harry notices Mr. Weasley glance edgily at a FUGITIVE
      POSTER tacked to the wall. In it, SIRIUS BLACK glowers
      under the words, "Have You Seen This Man?"

                                 ARTHUR WEASLEY

                   Harry. There are some within the
                   Ministry who would strongly
                   discourage me from divulging what
                   I'm about to tell you. But I
                   think you need to know the facts.
                   Because you're in danger. Grave
                   danger.
      Harry's eyes drift to the fugitive poster.

                                 HARRY

                   Has this anything to do with him,
                   sir?

                                 ARTHUR WEASLEY

                   What do you know of Sirius Black,
                   Harry?

                                 HARRY

                   That he escaped from Azkaban.
                   That he killed someone...

                                                     (CONTINUED)





                                                               18.





23A   CONTINUED:    (2)                                              23A





                                  ARTHUR WEASLEY

                   Harry, thirteen years ago, when
                   you stopped...



      Mr.   Weasley hesitates, unable to continue.

                                   HARRY

                   Voldemort...?

                                 ARTHUR WEASLEY

                           (nodding nervously)
                   Black lost everything. But he
                   remains a loyal servant to this
                   day. In his mind, only you stand
                   in the way of...
      Once again, Mr. Weasley hesitates.

                                   HARRY

                   Voldemort...?

                                 ARTHUR WEASLEY

                   Harry, I hate it when you say --

                                   HARRY

                   I know, sorry.    Ron hates it too.

                                 ARTHUR WEASLEY

                   In Black's mind, only you stand in
                   the way of... You-Know-Who
                   returning to power. That's why
                   he's broken. That's why he's
                   broken out of Azkaban. To find
                   you. And...
      Mr. Weasley hesitates yet again.

                                   HARRY

                   Kill me?
      Mr. Weasley nods.       Nervously.

                                 ARTHUR WEASLEY

                   Harry. I want you to swear
                   that -- whatever you might hear --
                   you won't go looking for Black.

                                 HARRY

                   Mr. Weasley, why would I go looking
                   for someone who wants to kill me?
      Mr. Weasley nods, then claps Harry on the shoulder.

                                                      (CONTINUED)





                                                                  19.





23A   CONTINUED:    (3)                                                 23A





                                 ARTHUR WEASLEY

                   Just watch yourself, will you,
                   Harry?







24    OMITTED                                                           24


&                                                                       &


25                                                                      25








26    EXT. PLATFORM NINE AND THREE QUARTERS - MORNING                   26

      As the HOGWARTS EXPRESS BLEATS ITS HORN, we CRANE OVER
      the milling horde of students. Parents hurry their
      children onboard, tiny siblings wave goodbyes... and Mr.
      Weasley dashes through the throng and up to an open train
      window.

                                 MRS. WEASLEY

                   Ron!
      She hands Scabbers through the open window to him.




27    INT. HOGWARTS EXPRESS - TRAIN CAR - DAY (MOMENTS LATER)           27

      The aisle teems with students. Harry, Ron and Hermione
      work their way down the aisle, looking for an empty
      compartment.

                                 HARRY

                   I didn't mean to blow her up.     I
                   just...
                           (troubled by
                            the memory)
                   ... lost control.

                                 RON

                   Brilliant!

                                 HERMIONE

                   Honestly, Ron, it's not funny.
                   Harry's lucky he wasn't expelled.

                                 RON

                   I still think it was brilliant.
      SNAP! SNAP! SNAP! A copy of the The Monster Book of
      Monsters SCUTTLES CRAB-LIKE down the aisle, pursued by

      NEVILLE LONGBOTTOM.


                                  NEVILLE

                   Hi, Harry.   Ron. Hermione.

                                                         (CONTINUED)





                                                                20.





27   CONTINUED:                                                       27





                                 HARRY/HERMIONE/RON

                  Hi, Neville.
     As he bumps past, Hermione nods to a compartment.




                                 HERMIONE

                  C'mon.   We're in here.




28   INT. TRAIN COMPARTMENT - CONTINUOUS ACTION - DAY                 28

     As they slip inside, they find a MAN in SHABBY ROBES
     (PROFESSOR LUPIN) slumped against the window, asleep. He
     looks ill, exhausted. The trio eye him warily. WHISPER.

                                RON

                  Who d'you reckon he is?

                                HERMIONE

                  Professor R.J. Lupin.

                                RON

                  You know everything. How is it
                  she knows everything?

                                HERMIONE

                  It's on his case.
     She points. Stamped in peeling letters on a BATTERED
     CASE is "Professor R.J. Lupin."

                                HARRY

                  Is he really asleep?

                                 HERMIONE

                  Seems to be.   Why? What is it,
                  Harry?

                                HARRY

                  Close the door.
     Hermione and Ron exchange a curious glance, then Ron
     rises, slides the door shut, OVER CAMERA, and we --

                                                      CUT TO:








29   EXT. HOGWARTS EXPRESS - LATE DAY (LATER)                         29

     Storm clouds, like dark ghosts, toss SHEETS of RAIN onto
     the scarlet engine as it heads north.




                                                           21.





30   INT. TRAIN COMPARTMENT - LATE DAY                           30




     Ron and Hermione stare at Harry, faces stricken in the
     lantern light that now glows in the compartment.
     Crookshanks slumbers in his CAGE.




                              RON

                Let me get this straight. Sirius
                Black escaped from Azkaban to come
                after you?

                              HARRY

                Yes.

                              HERMIONE

                But they'll catch Black, won't
                they? I mean... eventually?

                              RON

                Sure -- Of course, no one's ever
                broken out of Azkaban before and
                he's a raving, murderous
                lunatic...
     Just then, the COMPARTMENT RATTLES. Lanterns flicker.
     The train LURCHES, begins to SLOW. Hermione slides down
     the seat, pinning Ron against the window. They exchange
     an awkward glance, then Hermione carefully slides to the
     other end of the seat and glances at her WATCH. Frowns.

                              HERMIONE

                Why're we stopping? We can't be
                there yet...
     Harry rises, slides open the door, peers into the
     corridor.
     HARRY'S POV -- All along the carriage, HEADS look out
     curiously. Then -- the train JERKS -- the car SWAYS --
     and the LAMPS running along the ceiling FLICKER and...




31   EXT. TRAIN - SAME TIME - DUSK                               31

     ... die.   One by one.   Until all is...







32   INT. TRAIN COMPARTMENT - SAME TIME - DUSK                   32

     Dark.

                              RON

                What's going on?

                                                   (CONTINUED)





                                                                22.





32   CONTINUED:                                                         32




     A thin WISP of STEAM escapes Ron's mouth.         Harry notices.

                                HARRY

                  Dunno... Maybe we've broken down?




                                  HERMIONE

                  Ouch!    Ron, that was my foot!
     SQUEAK-SQUEAK-SQUEAK. Ron, a dark silhouette against the
     window, wipes a patch of condensation from the window.

                                 RON

                  There's something moving out
                  there. I think... people are
                  coming aboard.
     Suddenly the CAR SWAYS violently... rights itself. The
     METAL WINDOW TRIM at Ron's fingertips begins to VIBRATE.

                                   RON

                  Bloody hell.     What's happening?
     SSSSST! A soft CRACKLING fills the car and FLAMES
     bloom... in the hands of R.J. Lupin. In the SHIVERING
     LIGHT, his face looks tired and gray, but his eyes are
     alert. Wary.

                                   PROFESSOR LUPIN

                  Don't.   Move.
     A HAND -- slimy and scabbed -- a hand of death -- GRIPS
     the half-open compartment door, pushes it aside.
     REVEALS: a TOWERING, CLOAKED FIGURE, its face hidden
     beneath its black hood. CROOKSHANKS' hair rises and as
     she HISSES...
     WHOOSHHHHH. The folds of the hood TREMBLE. A CHILL,
     RATTLING INTAKE OF AIR is heard. The FLAMES in Lupin's
     hands SPUTTER. A SOUND SWELLS in Harry's ears. Eerie.
     Painful. The sound of a WOMAN SCREAMING. Harry's eyes
     roll up, eyelids fluttering.
     And then... a SILVERY WHITE LIGHT drifts from his mouth.
     The world spins off its axis and Harry falls... glasses
     tumbling hard to the ground... then Harry... the muscles
     of his jaw twitching. THUNDER CRACKS. LIGHTNING paints
     the ICY windows...

     WHITE.


     BLACK.


     WHITE.


                                                       (CONTINUED)





                                                              23.





32   CONTINUED:    (2)                                              32





     BLACK...

     With a DESPERATE GASP, Harry opens his eyes. Blinks.
     DUSK IS GONE. The windows BLACK. The floor at his spine
     is SHAKING GENTLY. The train moving again. His eyes
     shift, see a DROP OF WATER, newly unfrozen, running
     slowly down the window.

                                  HERMIONE

                  Harry?    Harry, are you all right?
     Hermione's troubled face hovers above him. He nods.
     Sits up. Ron -- pale, nervous -- extends his hand.
     Harry's glasses.

                                 HARRY

                  Thanks.
     Harry slips them on. Discovers the cold sweat glazing
     his brow. SNAP! Professor Lupin breaks a ragged
     triangle of CHOCOLATE off the SLAB in his hands. Holds
     it out.

                                  PROFESSOR LUPIN

                  Chocolate.    Eat. It'll help.

                                HARRY

                  What was that -- that thing?

                               PROFESSOR LUPIN

                  A Dementor. One of the guards of
                  Azkaban. It's gone now.
     Harry frowns in confusion.

                                HERMIONE

                  It was searching the train, Harry.
                  For Sirius Black.

                                PROFESSOR LUPIN

                  I need to have a word with the
                  driver. Excuse me.
                          (the chocolate)
                  Eat. It'll help.
     As he leaves, Harry turns to Ron and Hermione.

                                HARRY

                  What happened to me?

                                                     (CONTINUED)





                                                               24.





32   CONTINUED:    (3)                                               32





                                RON

                  Well, you sort of went... rigid.
                  We thought maybe you were having a
                  fit or something.




                                HARRY

                  And did either of you?   You
                  know... pass out?

                                RON

                  No. I felt... weird. Like I'd
                  never be cheerful again. But...
                  no.
     Harry turns to Hermione.     She shakes her head.

                                HERMIONE

                  I was trembling. Cold. But
                  then... Professor Lupin made it go
                  away...

                                HARRY

                  But someone was screaming.     A
                  woman.
     Hermione and Ron glance nervously at each other.

                                HERMIONE

                  No one was screaming, Harry.
     Harry looks to the window and we PUSH IN ON his
     REFLECTION. It becomes a GLIMMERING PUDDLE and...




33   OMITTED                                                         33








34   EXT. HOGWARTS CASTLE - NIGHT                                    34

     SPLASH!... a CARRIAGE WHEEL shatters the glassy surface
     as we TILT UP, catch a procession of HORSELESS CARRIAGES,
     carrying students toward the glimmering castle.
     Gradually, the sweet sound of a CHOIR rises on the air, a
     FLASH of LIGHTNING bleaches the night sky and we --

                                                     CUT TO:





35   EXT./INT. GREAT HALL - NIGHT (LATER)                            35

     ... the CAMERA as it GLIDES TOWARD the windows of the
     Great Hall, TOWARD the CANDLELIT SILHOUETTES glimmering
     within, PASSING THROUGH the glass.

                                                     (CONTINUED)





                                                            25.





35   CONTINUED:                                                   35




     At the High Table, Lupin sits with SEVERUS SNAPE, MINERVA
     McGONAGALL, RUBEUS HAGRID and ALBUS DUMBLEDORE. We TRACK
     ALONG the FACES of the choir, singing to the strains of a
     HARPSICHORD, and LAND ON a QUINTET OF TOADS (one of
     which -- TREVOR -- belongs to NEVILLE LONGBOTTOM, who
     looks on with pride).
     ARGUS FILCH, Hogwarts' caretaker, stands grimly to the
     side as red-eyed MRS. NORRIS switches her tail at his
     feet. As the choir's song concludes, DUMBLEDORE rises,
     beaming over the sea of black hats.

                                DUMBLEDORE

                  Welcome! Welcome to another year
                  at Hogwarts! I have a few things
                  to say, before we become befuddled
                  by our excellent feast. I myself
                  am particularly looking forward to
                  the flaming kiwi cups, which,
                  while somewhat treacherous for
                  those of us with facial hair...
     McGONAGALL clears her throat.

                                DUMBLEDORE

                  Mm. Yes. First, I'm pleased to
                  welcome Professor R.J. Lupin, who
                  has kindly consented to fill the
                  post of Defense Against the Dark
                  Arts. Good luck to you,
                  Professor.
     Amid SCATTERED APPLAUSE, Harry, Ron, Hermione CLAP

     LOUDLY.


                                HERMIONE

                  Of course! That's why he knew to
                  give you the chocolate, Harry.

                                 DUMBLEDORE

                  As some of you may know, Professor
                  Kettleburn, our Care of Magical
                  Creatures teacher for many years,
                  has decided to retire in order to
                  spend more time with his remaining
                  limbs. Fortunately, I'm delighted
                  to announce that his place will be
                  filled by none other than our own
                  Rubeus Hagrid!

                                                   (CONTINUED)





                                                           26.





35   CONTINUED:    (2)                                           35




     Harry, Ron, and Hermione stare at each other --
     stunned -- then APPLAUD vigorously. Hagrid turns ruby
     red, rises, and nearly topples the staff table, sending
     water goblets weaving.




                                DUMBLEDORE

                          (turning grave)
                  Finally, on a more disquieting
                  note, Hogwarts -- at the request
                  of the Ministry of Magic -- will,
                  until further notice, play host to
                  the Dementors of Azkaban.
     A MURMUR of apprehension fills the hall. At the
     Slytherin table, DRACO MALFOY, flanked by the ever-
     present CRABBE and GOYLE, catches Harry's eye, feigns
     a dead faint.

                                DUMBLEDORE

                  The Dementors will be stationed at
                  the entrances to the grounds. While
                  they are under strict orders not to
                  enter the castle itself, you will on
                  occasion see them as you go about
                  your daily activities. Under no
                  circumstances are you to approach
                  them. It is not in the nature of
                  a Dementor to be forgiving.




36   INT. ENTRANCE HALL - NIGHT (LATER)                          36

     Students exit the Great Hall, scale the Marble Staircase.







37   INT. MARBLE STAIRCASE/SEVENTH FLOOR - NIGHT                 37

     Harry, Ron and Hermione arrive at the seventh floor
     landing and approach the FAT LADY in the portrait.

                                HARRY

                  Fortuna Major.




38   INT. GRYFFINDOR COMMON ROOM - NIGHT                         38

     The Gryffindors trail through the common room, the girls
     heading one way, boys the other.




39   INT. TOWER DORMITORY - NIGHT (LATER)                        39

     While those around him sleep, Harry takes the PHOTOGRAPH
     of his parents, sets it next to his bed, then glances
     around in quiet contentment.

                                                (CONTINUED)





                                                             27.





39    CONTINUED:                                                   39





                                 RON

                   Good to be home, eh, Harry?
      Harry turns -- caught -- and finds Ron studying him from
      his own bed, Scabbers cradled in his hand. Harry nods
      and turns to the window..




39A   EXT. HOGWARTS CASTLE - SAME TIME - NIGHT                     39A

      The Dementors drift to their positions outside the
      grounds.







39B   INT. TOWER DORMITORY - SAME TIME - NIGHT                     39B

      Harry continues to stare.

                                HARRY

                   Yeah...
      As his breath CLOUDS THE GLASS, we gradually...

                                                 FADE OUT.





      FADE IN:


40    EXT. HOGWARTS CASTLE - GROUNDS - MORNING                     40

      As BRIDGE and CASTLE glimmer in the distance, Hagrid
      emerges from the Forbidden Forest, dragging a fistful of
      dead FERRETS by the tail. A BIRD appears, circles his
      head playfully, CHIRP-CHIRP-CHIRPING merrily before it...
      ... flutters off, pin-wheeling past flowers, into a
      BIRDBATH, finally coming to rest upon...
      ... an ANCIENT TREE. It TWITTERS cheerfully, singing its
      lovely song, when -- THWOCK! -- a branch punts the bird
      into the air. As feathers fly, the WHOMPING WILLOW
      resumes its shape.




41    OMITTED                                                      41





42    INT. DIVINATION CLASSROOM - MORNING                          42

      Harry, Ron and Hermione sit on fat little pouffes in a
      murky, incense-laden room, along with Neville, Dean,
      Seamus, LAVENDER BROWN, PARVATI PATIL and others.

                                                  (CONTINUED)





                                                              28.





42   CONTINUED:                                                     42





                                 PROFESSOR TRELAWNEY (O.S.)

                  Welcome, my children. In this
                  room, you shall explore the
                  mysterious art of Divination. In
                  this room, you shall discover if
                  you possess...
     A crimson scrim FLUTTERS and SYBIL TRELAWNEY, Divination
     Professor, glides dramatically INTO VIEW, eyes huge and
     bug-like behind enormous glasses.

                                PROFESSOR TRELAWNEY

                  ... the Sight. Hello. I am
                  Professor Trelawney. Together, we
                  shall cast ourselves into the
                  future. But know this. One
                  either has the Gift or not. It
                  cannot be divined from the pages
                  of a book. Books only cloud one's
                  Inner Eye.

                                HERMIONE (O.S.)

                          (under her breath)
                  What rubbish.
     Ron spins.     Frowns at Hermione.

                                RON

                  Where'd you come from?

                                 HERMIONE

                  Me?   I've been here all along.

                                PROFESSOR TRELAWNEY

                          (spinning on Neville)
                  You, boy! Is your grandmother
                  well?

                                NEVILLE

                  I... I think so.

                                PROFESSOR TRELAWNEY

                  I wouldn't be so sure of that.
                          (continuing)
                  The first term will be devoted to
                  the reading of tea leaves. If all
                  goes well, we will proceed to
                  palmistry, fire omens, and
                  finally... the crystal ball.
                          (eyeing Parvati)
                  By the way, dear, beware a red-
                  haired man.

                                                    (CONTINUED)





                                                              29.





42   CONTINUED:    (2)                                              42




     Parvati eyes Ron dubiously.     Edges her pouffe away.

                                PROFESSOR TRELAWNEY

                  Unfortunately, classes will be
                  disrupted in February by a nasty
                  bout of flu. I myself will lose
                  my voice. And in late spring, one
                  of our number will... leave us
                  forever.
     As the class exchanges uneasy glances, Trelawney smiles
     brightly.

                                 PROFESSOR TRELAWNEY

                  Well then.   Shall we?

                                                    CUT TO:





     TEACUP - DETAIL - LATER

     Inside, a CLOUD of TEA LEAVES mutates oddly. Harry,
     sitting opposite Ron now, frowns at the leaves, consults
     the SYMBOLS in the textbook (Unfogging the Future) at his
     elbow. Trelawney walks amongst them, robes flowing.

                                PROFESSOR TRELAWNEY

                  Broaden your minds, my dears. And
                  allow your eyes to see... beyond.
     Trelawney takes Lavender Brown's cup, peers inside.

                                PROFESSOR TRELAWNEY

                  A five-leaf clover... You can
                  expect to wake with a horrible
                  rash tomorrow morning, dear.
                          (then, casually)
                  Mr. Longbottom, after you've
                  broken your first cup...
     CA-CHINK! Neville fumbles the cup in his hands and the
     brittle CRASH of CHINA is heard.

                                PROFESSOR TRELAWNEY

                  ... would you be so kind as to
                  select one of the blue ones? I'm
                  rather partial to the pink.
                          (pausing by Ron)
                  What do you see in Mr. Potter's
                  cup, Mr. Weasley?

                                                    (CONTINUED)





                                                              30.





42   CONTINUED:    (3)                                                42





                                RON

                  Well. He's got a wonky sort of
                  cross -- that's trials and
                  suffering. But this lot here
                  could be the sun -- that's great
                  happiness. So... he's going to
                  suffer but be very happy about it.
     Professor Trelawney takes the cup, peers inside, and

     GASPS.


                                  PROFESSOR TRELAWNEY

                  Ahhh!

                                PARVATI

                  What is it, Professor?
     Trelawney regards Harry with a mixture of pity and fear.

                                PROFESSOR TRELAWNEY

                  My dear boy... You have the Grim.

                                 SEAMUS

                  The Grin?   What's the Grin?

                                PARVATI

                                              The Grim.
                  Not the grin, you idiot.

                                DEAN THOMAS

                  But what does it mean, Professor?

                                  LAVENDER

                  'The Grim...'
     All turn, see Lavender bent over her textbook.

                                LAVENDER

                  'Taking the form of a giant
                  spectral dog, it is among the
                  darkest omens in our world. It is
                  an omen... of death.'
     Harry peers into his cup. The tea leaves shift.        The dog
     disappears. And a new image emerges slowly...
     Sirius Black.




43   EXT. CASTLE/BRIDGE/WHOMPING WILLOW/HAGRID'S HUT - DAY            43

     The trio emerge from the BRIDGE and make their way toward
     Hagrid's hut. The Whomping Willow looms in the distance.

                                                     (CONTINUED)





                                                             31.





43    CONTINUED:                                                   43





                                 HERMIONE

                   Death omens. Honestly. If you
                   ask me, Divination's a very wooly
                   discipline. Now Ancient Runes.
                   That's a fascinating subject.

                                 RON

                   Ancient Runes? Exactly how many
                   classes are you taking this term?

                                 HERMIONE

                   A fair few.

                                 RON

                   Hang on. Ancient Runes is the
                   same time as Divination. You'd
                   have to be in two classes at once.

                                 HERMIONE

                   Don't be silly. How could anyone
                   be in two classes at once?
                           (mimicking Trelawney)
                   Broaden your minds...




43A   EXT. HAGRID'S HUT - DAY (MOMENTS LATER)                      43A

      STUDENTS gather around Hagrid as Harry, Ron and Hermione
      arrive. Draco, Crabbe, and Goyle stand with the
      Slytherins.

                                 HAGRID

                   C'mon now, get a move on! Got a
                   real treat for yeh. Great lesson
                   comin' up. Follow me.







44    EXT. PADDOCK - HAGRID'S HUT - DAY (MOMENTS LATER)            44

      Hagrid leads them toward a small paddock just this side
      of the Forbidden Forest. In the paddock, a freestanding
      IRON RACK hangs with DEAD FERRETS, BUZZING with FLIES.
      Nearby is a PUMPKIN PATCH.

                                 HAGRID

                   Gather 'round. Find yerself a spot.
                   That's it. Now, firs' thing yeh'll
                   want ter do is open yer books --

                                 DRACO

                   And exactly how do we do that?

                                                    (CONTINUED)





                                                            32.





44   CONTINUED:                                                   44




     Hagrid looks. Belts, rope, Spellotape: any means
     available have been employed to bridle The Monster Book
     of Monsters, which QUIVER VIOLENTLY.




                                HAGRID

                  Crikey. Didn' yeh know? All yeh've
                  got ter do is stroke 'em. Look --
     Hagrid takes Hermione's copy, SNAPS the Spellotape
     binding it. As it begins to BITE, Hagrid calmly runs a
     forefinger down the book's spine and it... SHIVERS.
     Falls quietly open.
     Hagrid glances at the class, looking suddenly unsure.

                                HAGRID

                  Righ' then. So... so... yeh've
                  got yer books, an' now yeh need
                  the Magical Creatures. Right.
                  So... I'll... I'll go an' get 'em.
     Hagrid turns, disappears into the trees. Draco shakes
     his head, SPEAKS LOUDLY to Crabbe and Goyle.

                                DRACO

                  God, this place is going to the
                  dogs. Wait until my father hears
                  Dumbledore's got this oaf teaching
                  classes.

                                HARRY

                  Listen, you stupid prat --
     Eyes WIDENING in fear, Malfoy steps back, points.

                                DRACO

                  Potter, there's a Dementor behind
                  you.
     Harry JUMPS, wheels in fear, finds... nothing. Instantly,
     the SLYTHERINS make an eerie OOH... and OOH sound, then
     break up laughing. Harry reddens, embarrassed, then...
     A STRANGE BEAST (BUCKBEAK) emerges from the trees. It
     has the torso, hind legs, and tail of a horse, but the
     front legs, wings and head of a giant eagle. The
     students step back in fear, then Hagrid appears, shooing
     the beast on.

                                 HAGRID

                  Gee up, there!
                          (grinning)
                  Beau'iful, isn' he?

                                                   (CONTINUED)





                                                             33.





44   CONTINUED:    (2)                                             44




     There seems no consensus on this, but the students stare
     in wary wonder nonetheless. As Hagrid coaxes the beast
     to the center of the paddock, Ron stares uneasily.




                                 RON

                  Hagrid.   Exactly what is that?

                                HAGRID

                  A Hippogriff, o' course. Now,
                  firs' thing yeh gotta know is
                  they're proud. Easily offended,
                  Hippogriffs are. Don't never
                  insult one, 'cause it migh' be
                  the las' thing yeh do. Right
                  then -- who wants ter come an'
                  say hello?
     The entire class STEPS BACK, leaving Harry in front.

                                HAGRID

                  Good man, Harry!
     Harry looks around, then -- reluctantly -- approaches.

                                HAGRID

                  Tha's it. Easy now... stop! This
                  here's Buckbeak, Harry. Yeh want
                  ter let 'im make the firs' move.
                  It's polite, see? Jus' take step
                  forward, give 'im a bow, and if
                  Buckbeak bows back, yeh're allowed
                  ter touch him. Ready?
     Unsure, Harry nods anyway. Steps forward. And... bows.
     Buckbeak's head cocks, eagle eyes studying Harry cannily.
     Harry waits. And waits...

                                HAGRID

                  Back off, Harry! Back off!
     Harry starts to step back, when... Buckbeak ducks his
     beak. Hagrid sighs, relieved.

                                HAGRID

                  Well done, Harry! Go on.   Give
                  'im a pat.
     Tentatively, Harry reaches out, lays his hand on
     Buckbeak's fierce beak. The class CLAPS. Harry
     smiles.

                                                    (CONTINUED)





                                                             34.





44   CONTINUED:    (3)                                             44





                                HAGRID

                  Look at that! I reckon he migh'
                  let yeh ride 'im!




                                HARRY

                          (smile drooping)
                  Excuse me?

                                HAGRID

                  We'll jus' set yeh behind the
                  wing joint. Mind yeh don' pull
                  any feathers out. He won' like
                  that.
     Hagrid lifts Harry high, drops him onto Buckbeak's
     back, and before Harry's settled, SLAPS Buckbeak's
     hindquarters.

                                HAGRID

                  Off yeh go!
     As Buckbeak GALLOPS FORWARD, Harry slides scarily back,
     giant WINGS unfold, huge and powerful, and -- WHOOSH! --
     they SOAR into the air. Rising higher. And higher.
     And higher.
     Gradually, Harry loosens his hold on Buckbeak's neck.
     Losing himself in the joy of flying. Smiling at the
     sight of his and Buckbeak's SHADOW racing across the
     grass below. Circling over the Whomping Willow, past
     Hogwarts castle, and then SWOOPING, with heart-stopping
     speed, over the Black Lake, Buckbeak's talons tickling
     the smooth glass of the water, summoning the GIANT SQUID
     to the surface briefly. Hagrid WHISTLES then, and
     Buckbeak wheels, beating his way back to the paddock,
     galloping to a halt. As Harry slides off, the class
     CHEERS -- all except Draco, who narrows his eyes
     maliciously.

                                HAGRID

                  Good work, Harry!
                          (under his breath)
                  How'm I doin' me firs' day?

                                HARRY

                  Brilliant... Professor.
     They both grin, when Draco pushes past them roughly,
     strides toward Buckbeak.

                                                    (CONTINUED)





                                                                35.





44   CONTINUED:    (4)                                                44





                                DRACO

                  Give me a go at that thing. If
                  Potter can do it, it must be
                  easy. You're not dangerous at
                  all, are you, you great ugly
                  brute --

                                   HAGRID

                  Malfoy!    No!
     In a flash, Buckbeak's steely talons SLASH DOWN. Malfoy
     freezes. Looks down at the BLOOD BLOSSOMING on his
     robes. SHRIEKS. Instantly, Harry dashes forward.
     Buckbeak WHIPS AROUND, raises its talons and -- seeing
     Harry -- lowers them. Ducks its beak. Harry...
     realizing what he's done... breathes.

                                DRACO

                  It's killed me! It's killed
                  me!

                                   HAGRID

                  Calm yerself!     Yer fine... jus'
                  a scratch...
     Hagrid looks:       a DEEP GASH glistens on Draco's limp
     arm.

                                 HERMIONE

                  Hagrid. He's got to be taken to
                  a hospital. I'll go with you,
                  if you like --

                                HAGRID

                  No. I'm the teacher. You all...
                  you all just... Class dismissed!
     And with that, Hagrid -- looking shaken -- swoops up
     Malfoy, flops him over his shoulder, and lumbers
     toward the castle.




45   INT. GREAT HALL - NIGHT                                          45

     As Lavender and Parvati huddle over a DOZEN TEACUPS,
     Avidly interpreting patterns in HUSHED VOICES, Draco,
     arm bound in a SLING, holds court before a clot of
     Slytherins.

                                PANSY

                  Does it hurt terribly, Draco?

                                                       (CONTINUED)





                                                             36.





45   CONTINUED:                                                    45





                                DRACO

                          (a tad theatrical)
                  It comes and goes. Still... I
                  consider myself lucky. According
                  to Madam Pomfrey, another minute
                  or two... and I could've lost the
                  arm.
     Harry, Ron and Hermione watch from the Gryffindor table.

                                RON

                  The little git. He's really
                  laying it on thick, isn't he?

                                HARRY

                  At least Hagrid didn't get sacked.

                                HERMIONE

                  Yes. But I hear Draco's father's
                  furious. I don't think we've
                  heard the end of this...

                                SEAMUS

                  He's been sighted!
     They turn. Seamus and the other Gryffindors are huddled
     over a copy of The Daily Prophet.

                                RON

                  Who?
     But the PHOTOGRAPH on the Prophet's front page provides a
     chilling answer: Sirius Black. Hermione reads over the
     shoulders of others. WHISPERS half to herself:

                                 HERMIONE

                  Achintee?   That's not far from
                  here...

                                NEVILLE

                  You don't think he'd come to
                  Hogwarts, do you?

                                LAVENDER

                  With the Dementors at every
                  entrance?

                                LAVENDAR

                  Dementors? He's already slipped
                  by them once, hasn't he? Who's
                  to say he can't do it again?

                                                    (CONTINUED)





                                                            37.





45   CONTINUED:    (2)                                            45




     As a flicker of fear passes through Harry's face, BEM,
     a Nigerian boy, stares grimly at the grainy image of
     Black.




                                BEM

                  That's right. Black could be
                  anywhere. It's like trying to
                  catch smoke. Like trying to
                  catch smoke with your bare
                  hands.




46   EXT. HOGWARTS CASTLE - MORNING                               46

     Beautiful flowers gleam in the dawn light, then, slowly
     begin to WITHER. The dew FREEZES, the grass grows
     brittle. Seconds later, the Dementors sweep by.







47   OMITTED                                                      47


&                                                                 &


48                                                                48





49   INT. LUPIN'S CLASSROOM - MORNING                             49

     A tall WARDROBE RATTLES VIOLENTLY as Harry, Ron and
     several classmates regard it warily.

                                 PROFESSOR LUPIN

                  Intriguing, yes? Would anyone
                  like to venture a guess as to
                  what's inside?

                                SEAMUS

                          (in a hushed voice)
                  That's a Boggart, that is.

                                PROFESSOR LUPIN

                  Very good, Mr. Finnigan. Can
                  anyone tell us what a Boggart
                  looks like?

                                  HERMIONE

                  No one knows.
     Ron JUMPS, glances at Hermione, then WHISPERS to Harry.

                                RON

                  When'd she get here?

                                                   (CONTINUED)





                                                              38.





49   CONTINUED:                                                       49





                                HERMIONE

                  Boggarts are shape-shifters.
                  They take the shape of whatever
                  a particular person fears most.
                  That's what makes it so --

                                PROFESSOR LUPIN

                  Terrifying, yes. Luckily, a very
                  simple charm exists to repel a
                  Boggart. Let's practice it now,
                  shall we? Without wands,
                  please... Riddikulus!

                                STUDENTS

                  Riddikulus!

                                DRACO

                          (muttering softly)
                  It's this class that's ridiculous.

                                PROFESSOR LUPIN

                  Good. So much for the easy part.
                  You see, the incantation alone
                  is not enough. What really
                  finishes a Boggart off is...
                  laughter. You need to force it
                  to assume a shape you find truly
                  amusing. Neville, come up here,
                  will you?
     Neville eyes the rattling wardrobe, steps forward
     queasily.

                                PROFESSOR LUPIN

                  What would you say is the thing
                  that frightens you most?

                                NEVILLE

                  Profter... Snafpt...

                                PROFESSOR LUPIN

                  Didn't catch that, Neville, sorry.

                                NEVILLE

                  Professor Snape.
     Everyone LAUGHS good-naturedly.       Lupin nods thoughtfully.

                                PROFESSOR LUPIN

                  Hmmm... yes. Neville, I believe
                  you live with your grandmother?

                                                    (CONTINUED)





                                                            39.





49   CONTINUED:    (2)                                            49





                                NEVILLE

                  Yes, but I don't want the Boggart
                  to turn into her either.




                                PROFESSOR LUPIN

                  It won't. But I want you to
                  picture her clothes, only her
                  clothes, very clearly in your
                  mind. Can you do that?

                                NEVILLE

                          (closing his eyes)
                  She carries a red handbag...

                                PROFESSOR LUPIN

                  That's fine. We don't need to
                  hear it. If you see it, we will.
                  Now, when I open this wardrobe,
                  Neville, here's what I want you to
                  do...
     Lupin leans close to Neville, WHISPERS. Neville's eyes
     POP OPEN in shock. Consider Lupin uncertainly.

                                PROFESSOR LUPIN

                  You can do this, Neville.
     Neville nods nervously, takes a deep breath.

                               PROFESSOR LUPIN

                  Right then. Wand at the ready.
                  One. Two. Three!
     SPARKS jet from Lupin's wand, strike the doorknob, and
     the wardrobe BURSTS OPEN. Instantly, Snape appears, eyes
     flashing hideously as he stalks forward. Neville backs
     away in fright.

                                PROFESSOR LUPIN

                  Think, Neville. Think!

                                NEVILLE

                  R-r-riddikulus!
     CRACK! Snape stumbles in a FLASH OF LIGHT and
     reappears... in a LONG, LACE-TRIMMED DRESS, TOWERING
     MOTH-EATEN HAT, and CRIMSON HANDBAG. Instantly, the
     class ROARS (except for Draco and his fellow Slytherins).
     Neville blinks, amazed, then slowly, grins himself.
     Lupin drops the needle on an OLD GRAMAPHONE. As a
     SCRATCHY RHUMBA fills the room, he points to Ron.

                                                   (CONTINUED)





                                                             40.





49   CONTINUED:    (3)                                             49





                                  PROFESSOR LUPIN

                  Ron!    Forward!
     Snape DISSOLVES into a mad whirling mass, then mutates
     into a... GIANT SPIDER. As Ron GASPS, Harry and Hermione
     exchange an uncertain glance. Lupin puts his hands on
     Ron's shoulders to steady him. Ron raises his wand.

                                  RON

                  Riddikulus!
     CRACK! ROLLER SKATES materialize on the spider's hairy
     feet and it begins to shuffle crazily in place.
     Instantly, Ron relaxes as the class' LAUGHTER rings out.

                                  PROFESSOR LUPIN

                  Parvati!
     As Parvati steps up, the spider SPINS faster and faster,
     a DIZZYING BLUR, then reappears as a VAMPIRE.

                                  PARVATI

                  Riddikulus!
     As the vampire WHIPS its cloak across its eyes, we CUT
     BEHIND... so our POV is of the students. SWISH! The
     cloak reopens, the class LAUGHS, and we REVERSE again...
     see that the vampire is now dressed like CARMEN MIRANDA.
     As it begins to SHIMMY about -- against its will -- the
     class starts to CLAP.

                             PROFESSOR LUPIN

     Mr. Thomas!
     As Dean steps up, the vampire's undulating body
     attenuates, its skin darkening with diamond-thatched
     SCALES becoming... a GIANT COBRA.

                                  DEAN THOMAS

                  Riddikulus!
     The cobra's hooded head BOBS back and forth, transforms
     into a JACK-IN-THE-BOX. Lupin grins and...

                                  PROFESSOR LUPIN

                  Next!
     ... turns, sees Harry step forward expectantly. Concern
     flickers through Lupin's face. The Jack-In-The-Box
     pivots on its spring, its face tumbling toward Harry,
     becoming more sinister, transforming into a...

                                                    (CONTINUED)





                                                            41.





49   CONTINUED:    (4)                                            49




     ... Dementor. Suddenly the MUSIC FADES. Harry starts to
     raise his wand, then... freezes, transfixed. The
     Dementor looms closer and closer, when...



     ... Lupin steps between, snaps his wand.

                                PROFESSOR LUPIN

                  Here!
     CRACK! -- the Dementor vanishes and a ROILING MIST
     appears, which becomes CLOUDS. Something glows within
     the clouds, white, silvery and round...

                                PROFESSOR LUPIN

                  Riddikulus!
     POP! The orb deflates like a punctured balloon, WHIZZES
     crazily about the room, then darts back into the
     wardrobe. The door SLAMS SHUT and the CLASS CHEERS.

                                PROFESSOR LUPIN

                  Well done, everyone. I think
                  that's enough excitement for today.
     As the students exit, chattering loudly, only Harry,
     subdued, remains behind. At the doorway, Lupin glances
     back, exchanges a private glance with him. As he exits,
     the WARDROBE gives one last RATTLE.




50   EXT. CLOCK TOWER COURTYARD - MORNING (TWO WEEKS LATER)       50

     A great buzzing queue of STUDENTS -- Third Years and
     older -- each clutching a PERMISSION FORM -- pass by a
     glowering Filch.
                                PROFESSOR McGONAGALL
                  Remember! These visits to
                  Hogsmeade Village are a privilege.
                  Should your behavior reflect
                  poorly on the school in any way,
                  that privilege shall not be
                  extended again.
     Harry approaches her, but before he can utter a syllable:
                                PROFESSOR McGONAGALL
                  No permission form. No visiting
                  the Village. That's the rule,
                  Potter.

                                                   (CONTINUED)





                                                                42.





50     CONTINUED:                                                     50





                                  HARRY

                    Yes, Professor, but I thought if
                    you said I could go --
                                   PROFESSOR McGONAGALL
                    But I don't say so. A parent or
                    guardian must sign, and since I am
                    neither, it would be
                    inappropriate.
                            (a flicker of pity)
                    I'm sorry, Potter. But that's my
                    final word.
       Ron and Hermione -- watching Harry expectantly from
       across the way -- see him turn, shake his head. Their
       faces fall. Harry raises his hand in farewell. Watches
       them go.

                                   PROFESSOR LUPIN (O.S.)

                    So.   No Hogsmeade, eh ?




51     OMITTED                                                        51

thru                                                                  thru

54                                                                    54








55     EXT. BRIDGE (HOGWARTS GROUNDS) - MORNING (MOMENTS              55


       LATER)

       Deep in the distance, some BOYS skate about on brooms,
       tossing a RAGGED QUAFFLE back and forth. CAMERA TILTS.
       FINDS Harry and Lupin walking along the bridge.

                                  PROFESSOR LUPIN

                    Well, don't feel too bad. I was
                    roundly disappointed the first
                    time I went.

                                  HARRY

                    Really?

                                  PROFESSOR LUPIN

                    No. I was just trying to make you
                    feel better. Honeydukes' sweets
                    are the best in the world. Their
                    Pepper Imps are so strong you
                    smoke at the ears. And Zonko's
                    Joke Shop may be dangerous, but
                    you can't beat their Stink
                    Pellets.

                                                       (CONTINUED)





                                                              43.





55   CONTINUED:                                                     55





                                HARRY

                          (nodding glumly)
                  Not to mention The Shrieking
                  Shack, which, according to
                  Hermione, is the most severely
                  haunted building in Britain.

                                PROFESSOR LUPIN

                  Yes, that too...

                                HARRY

                  Professor, can I ask you
                  something?

                                PROFESSOR LUPIN

                  You'd like to know why I stopped
                  you from facing the Boggart.
                          (off Harry's surprise)
                  I should think it'd be obvious. I
                  assumed the Boggart would take the
                  shape of Lord Voldemort.
     Harry frowns.     Lupin studies him curiously.

                                PROFESSOR LUPIN

                  But clearly... I was wrong.

                                HARRY

                  I did think of Voldemort first.
                  But then, I remembered that night
                  on the train... and the
                  Dementors...

                                 (CONTINUED)


                                PROFESSOR LUPIN

                  Well, well. I'm impressed. That
                  suggests that what you fear most
                  of all is... fear. Very wise.

                                HARRY

                  Before I fainted... I heard
                  something. A woman. Screaming.

                                PROFESSOR LUPIN

                  Dementors force us to relive the
                  worst memories of our lives. Our
                  pain becomes their power.

                                HARRY

                  I think it was my mother.   The
                  night she was murdered.
     Harry looks up.     Finds Lupin studying him.

                                                     (CONTINUED)





                                                            44.





55   CONTINUED:    (2)                                            55





                                PROFESSOR LUPIN

                  The first time I saw you, Harry, I
                  recognized you immediately. Not
                  by your scar. By your eyes.
                  They're your mother Lily's.
                          (nodding)
                  Yes. I knew her. She was there
                  for me at a time when no one else
                  was. We used to talk for hours.
                  She was not only a singularly
                  gifted witch but an uncommonly
                  kind woman. She had a way of
                  seeing the beauty in whoever she
                  met, even -- and perhaps most
                  especially -- when that person
                  couldn't see it in themselves...
     Lupin's eyes glaze in memory, then he blinks, smiles.

                                PROFESSOR LUPIN

                  Which perhaps explains her
                  affection for your father. James
                  had, shall we say, a certain
                  talent for trouble. A gift, rumor
                  has it, he passed on to you.
     Lupin turns, eyes Harry affectionately.     Harry smiles
     vaguely.

                                PROFESSOR LUPIN

                  I could tell you stories -- and
                  there are many about your parents,
                  Harry -- but know this...
                          (eyeing Harry intensely)
                  They lived. Every moment of every
                  day. You should know that.
                  That's how they'd want to be
                  remembered.




56   INT. GREAT HALL - EVENING (LATER)                            56

     The Hall buzzes with tales of Hogsmeade, as students swap
     stories, sample sweets, and send SOAP BUBBLES of all
     shapes, sizes and colors into the air. A MARIONETTE of a
     HARLEQUIN cavorts atop the Gryffindor table, moving its
     limbs in response to the STRANDS of LIGHT that extend
     from Neville's fingertips. Seamus passes his hand
     through the light beams and -- FLUMPH! -- the Harlequin
     collapses.

                                                   (CONTINUED)





                                                              45.





56   CONTINUED:                                                     56





                                HERMIONE

                  And the post office! It's about
                  200 owls, all sitting on color-
                  coded shelves, depending on how
                  fast you want your letter to go!

                                RON

                  And Honeyduke's is brilliant!
                  Sugar Quills, Flaming Whizbees --
                  and blood-flavored lollipops for
                  Halloween!
     Harry nods, picking quietly through the spray of
     brilliantly colored sweets on the table. Hermione
     notices.

                                HERMIONE

                  But, I mean, after awhile, it got
                  a bit boring. Don't you think,
                  Ron?

                                RON

                  Huh? Oh. Yeah. Dead depressing.
                  Hang on. I almost forgot. I got
                  you something wicked at Dervish
                  and Banges. It's a Pocket
                  Sneakoscope.
     Ron places a SMALL GLASS SPINNING TOP on the table.

                                RON

                  If there's someone untrustworthy
                  around, it's meant to light up
                  and spin. Mind you, Fred and
                  George say it's rubbish, sold for
                  wizard tourists, but I thought,
                  you know, it can't
                  hurt, given that...

                                HARRY

                  Sirius Black's trying to kill me.
     Harry looks up, GRINS at the two of them.

                                HARRY

                  I'm glad you had a good time.
                  Really. And thanks for this.
                          (eyeing the Sneakoscope)
                  Rubbish or not, you're right. It
                  can't hurt.
     With that, Harry pops a PEPPER IMP into his mouth.

                                                     (CONTINUED)





                                                              46.





56   CONTINUED:    (2)                                              56





                                RON

                  Oh, careful of those, they'll make
                  your...



     On cue, SMOKE CURLS from Harry's ears and nose.

                                 RON

                  Never mind.




57   INT. MOVING STAIRCASE/SEVENTH FLOOR CORRIDOR - NIGHT           57


     (LATER)

     As Harry, Ron, and Hermione climb the stairs, they find a
     crowd gathering on the Seventh Floor landing.

                                RON

                  What's the hold-up? Only Neville
                  ever forgets the password.

                                PERCY

                          (pushing past)
                  Let me through, please. Excuse
                  me, thank you, I'm Head Boy...
                          (stopping dead)
                  Back! All of you! No one is to
                  enter this dormitory until it has
                  been fully searched!
     Harry, Ron, and Hermione exchange dark glances, when...
     Ginny emerges from the crowd, her face ashen.

                                GINNY

                  The Fat Lady... she's gone.

                                RON

                  Probably stuffing her face with
                  the apples in that still life on
                  the second floor again.

                                  GINNY

                  No.    You don't understand --
     Hermione GASPS. GRABS Harry's arm. He looks. SEES:
     The Fat Lady's portrait has been SLASHED VICIOUSLY, great
     strips of canvas hanging from the frame. Just then,
     Dumbledore appears.

                                DUMBLEDORE

                  Mr. Filch. Round up the ghosts.
                  Tell them to search every painting
                  in the castle for the Fat Lady.

                                                     (CONTINUED)





                                                            47.





57   CONTINUED:                                                   57




     Just then, there is a SCREAM. The students dash to the
     landing, where all THE PAINTINGS WHISPER FEARFULLY.
     Filch's rheumy eyes peer up, searching the upper shadows,
     then... narrow.

                             FILCH

               There'll be no need for
               ghosts, Professor...
     Filch extends a crooked finger. High up, near the
     ceiling, the Fat Lady cowers in a portrait not her own,
     trembling.

                             DUMBLEDORE

                Dear lady. Who did this to you?

                                FAT LADY

                          (in a trance)
                  Eyes like the devil he's got. And
                  a soul as dark as his name. It
                  was him, Headmaster. The one they
                  talk about. He's here. Somewhere
                  in the castle. Sirius Black.
     As the students REACT, Dumbledore's VOICE cuts through.

                                DUMBLEDORE

                  Secure the castle, Mr. Filch. The
                  rest of you... to the Great Hall.




58   MONTAGE - SECURING THE CASTLE - NIGHT                        58

     CLOCK TOWER DOOR: Great GROANING TUMBLERS fall.
     SPINDLES rotate. CYLINDERS -- one after another -- fire
     into place.
     WINDOWS:     Iron SPIKES, sharp as razors, rise instantly.







59   OMITTED                                                      59





60   EXT. HOGWARTS CASTLE - CONTINUOUS ACTION - NIGHT             60

     One by one, deep in the distance, the LIGHTS of the Great
     Hall go out. Dementors appear, COVERING FRAME, then
     separate like a curtain...




61   INT. GREAT HALL - NIGHT (HOURS LATER)                        61

     CAMERA DRIFTS THROUGH the silent room, OVER an ocean of
     SLEEPING BAGS, FINDS Harry lying awake, staring at the
     net of stars glimmering beyond the highest window.

                                                   (CONTINUED)





                                                            48.





61   CONTINUED:                                                   61




     A gentle CREAK is heard and Harry's eyes shift, see Snape
     pass through the great doors, converge with Dumbledore.

                                SNAPE

                  I've done the dungeons,
                  Headmaster. No sign of Black.
                  Nor anywhere else in the castle.

                                DUMBLEDORE

                          (nodding)
                  I didn't really expect him to
                  linger.

                                SNAPE

                  Remarkable feat, don't you think?
                  To enter Hogwarts castle on one's
                  own, completely undetected...
     Dumbledore gazes at the students, refusing to take the
     bait.

                             SNAPE

               You may recall, prior to the start
               of term, I did express my concerns
               when you appointed Professor --

                                DUMBLEDORE

                  I do not believe a single
                  professor inside this castle
                  would have helped Sirius
                  Black enter it, Severus.
     As Snape's eyes glitter darkly, Dumbledore gazes out over
     the slumbering students.

                                DUMBLEDORE

                  No... I feel quite confident the
                  castle is safe. And I'm more than
                  willing to let the students return
                  to their Houses. But tomorrow.
                  For now, let them sleep...
     As Dumbledore's gaze finds Harry, he shuts his eyes,
     feigns sleep.

                                DUMBLEDORE

                  It's astonishing what the body can
                  endure when the mind allows itself
                  to rest.




62   EXT. HOGWARTS CASTLE - DAY                                   62

     The Whomping Willow idly casts off a few withering
     leaves.

                                                (CONTINUED)





                                                              49.





62   CONTINUED:                                                     62





                                SIR CADOGAN (V.O.)

                  What villains are these that
                  trespass upon my private lands!







63   INT. GRYFFINDOR COMMON ROOM - MORNING                          63

     The Fat Lady has been replaced by a PAINTING of a TINY
     KNIGHT (SIR CADOGAN). Stalking a bare stretch of grass
     as his PONY grazes nearby, he brandishes his sword wildly
     as a group of Gryffindors regard him warily.

                                SIR CADOGAN

                  Who dares challenge Sir Cadogan!
                  Back, you scurvy braggarts! You
                  rogues!

                                SEAMUS

                  He's barking mad!

                                DEAN THOMAS

                  What d'you expect? After what
                  happened to the Fat Lady, none of
                  the other pictures would take the
                  job.

                                NEVILLE

                  But he keeps changing the
                  password. Twice just this
                  morning! I've taken to keeping a
                  list.
     As Neville holds up a wrinkled piece of parchment, Harry,
     Ron and Hermione begin to exit.

                                SIR CADOGAN

                  Farewell, comrades! If ever you
                  have need of noble heart and
                  steely sinew, call upon Sir
                  Cadogan!

                                RON

                  Yeah, we'll call you... if we ever
                  need someone mental.







64   OMITTED                                                        64





65   INT. LUPIN'S CLASSROOM - MORNING (LATER)                       65

     SNAP! Snape PULLS DOWN a SCREEN over the blackboard,
     turns.

                                                     (CONTINUED)





                                                             50.





65   CONTINUED:                                                    65





                                SNAPE

                  Turn to page 394.
     As the students eye Snape with guarded curiosity, Malfoy
     finishes SCRAWLING something on a bit of PARCHMENT and
     balls it up in his hands. As he opens them, a MOTH
     flutters from his palms.

                                HARRY

                  Excuse me, sir, but... where's
                  Professor Lupin?




                                SNAPE

                  That's not really your concern, is
                  it, Potter? Suffice it to say,
                  your Professor finds himself
                  incapable of teaching at the
                  present time. Page 394.
     Snape waves the MOTH away, blows out a candle and a SLIDE
     SHOW BEGINS. An ANCIENT WOODCUT of a HORRIFIC BEAST
     flickers at the front of the room. Ron frowns down at
     his book.

                                RON

                  Werewolves?

                                HERMIONE

                  But, sir, we've only just begun
                  learning about Red Caps and
                  Hinkypunks. We're not meant to
                  start nocturnal beasts for
                  weeks --

                                SNAPE

                  Quiet!

                                 RON

                          (to Harry)
                  When did she come in?   Did you see
                  her come in...

                                SNAPE

                  Now. Which of you can tell me the
                  difference between an Animagus and
                  a werewolf?
     As the class stares mutely at a SLIDE of an ATTACKING
     WEREWOLF, Hermione waiting desperately for someone to
     respond to Snape's question, the moth flutters by Harry.

                                                    (CONTINUED)





                                                             51.





65   CONTINUED:    (2)                                               65




     SWAT! He pins it to his desk. A tiny cloud of moth dust
     mushrooms into the air and Harry lifts his palm.
     Malfoy's PARCHMENT has reappeared.




                                 SNAPE

                  No one?   How... disappointing.

                             HERMIONE

     Please, sir, an Animagus is a wizard who elects to turn
     into an animal. A werewolf has no choice in the matter.
     Furthermore, the werewolf actively hunts humans and
     responds only to the call of its own kind --
     Malfoy lets out a LOW HOWL.

                                SNAPE

                  Quiet, Malfoy! Though one must
                  admit to feeling your pain. That
                  is the second time you have spoken
                  out of turn, Miss Granger. Tell
                  me. Are you incapable of
                  restraining yourself? Or do you
                  take pride in being an
                  insufferable know-it-all?

                                RON

                          (to Harry)
                  He's got a point, you know.
     Harry stares at the parchment. Malfoy has drawn a crude
     caricature of Harry in his Quidditch robes being STRUCK
     BY LIGHTNING over and over.

                                SNAPE

                  Five points from Gryffindor!
                          (to the class)
                  As a antidote to your ignorance, I
                  prescribe two rolls of parchment
                  on the werewolf by Monday morning,
                  with particular emphasis placed on
                  recognizing it.
                          (suddenly)
                  Passing notes, Potter?
     Snape SNATCHES the drawing from under Harry's nose.      Eyes
     it.

                                SNAPE

                  Not exactly Picasso, are you? I
                  hope you demonstrate more talent
                  on the Quidditch pitch this
                  weekend then you do as an artist.

                                (MORE)


                                                    (CONTINUED)





                                                             52.





65   CONTINUED:    (3)                                             65





                                SNAPE (CONT'D)

                  If not, I fear you'll perish,
                  given the weather forecast. Until
                  that time, however, you'll forgive
                  me if I don't let you off
                  homework. Should you die, I
                  assure you... you need not hand it
                  in.
     As Snape turns away, Malfoy sniggers with Crabbe, Coyle
     and PIKE. Harry glances down at the drawing once more
     and we hear a true RUMBLE of THUNDER and --

                                                   CUT TO:




     ... a STITCH OF LIGHTNING...




66   OMITTED                                                       66


&                                                                  &


67                                                                 67








68   EXT. QUIDDITCH PITCH - A STITCH OF LIGHTNING - DAY            68

     as it strikes one of the GOLDEN QUIDDITCH RINGS and the
     clouds bloom with ICY BLUE light. Far below, in the
     stands, RAIN lashes the SEA OF UMBRELLAS. As one flies
     free, soaring end over end into the sky, the...
     ... CROWD EXPLODES and two Quidditch squads -- Gryffindor
     in SCARLET, Hufflepuff in CANARY-YELLOW -- shoot into the
     air. Twin BLUDGERS FIRE skyward, and the match is on.
     We CUT INTO Harry, rising like a rocket through the mist,
     his robes SNAPPING VIOLENTLY in the wind.




     INTERCUT HARRY'S POV

     -- as he flies, RAIN falling like NEEDLES before him,
     every dark cloud concealing potential danger. Beaters
     crisscross his path. A BLUDGER WHIZZES past, then a
     second ROCKETS DIRECTLY AT HIM.
     SWOOP! -- Harry ducks, watches the BLUDGER SHATTER the
     BROOM of a HUFFLEPUFF BEATER. The Beater goes into a
     wild spiral, vanishes in the mist.

                                                   (CONTINUED)





                                                         53.





68   CONTINUED:                                                  68





     IN THE STANDS

     Ron squints upward, the players little more than
     STREAKING BLURS from his vantage. KA-SSSST! A STITCH OF
     LIGHTNING strikes the TAIL of ANGELINA JOHNSON'S broom.
     As it BURSTS into FLAMES, she PLUMMETS to the pitch. Ron
     looks down at his own HAND. In the HIGHLY-CHARGED AIR,
     the HAIR above his knuckles RISES.
     In the sky, Harry flies fearlessly, searching for the
     Snitch as Bludgers pierce the clouds above him and
     CHASERS flit IN and OUT OF VIEW far below. Suddenly, in
     the stands opposite, a BLACK UMBRELLA flies from the hand
     of a RAVENCLAW GIRL. For a moment, it sails wondrously
     through the heavy air, a Magritte dream, then -- WHOOP!
     WHOOP! WHOOP! -- abruptly picks up speed, ROTATING LIKE
     A HATCHET. Harry DUCKS, turns, and watches it disappear
     into a bank of clouds. Then...
     ... something GLIMMERS: the Snitch. Instantly, Harry
     jets off closing fast on the tiny, glimmering ball,
     chasing it through one cloud... then another... and
     another... until...
     ... he BREAKS into a clear patch of sky... only to find
     the Snitch is gone. Angrily, Harry whips the Nimbus back
     around, searching the horizon frantically, when he spies
     something:
     In the stadium's HIGHEST TOWER, something ENORMOUS
     flickers briefly in SILHOUETTE, then is obscured by a
     veil of mist.
     Harry turns. In the distance, the stray umbrella spins
     INTO VIEW, harpoons a player. Harry's eyes shift. The
     SNITCH SHIMMERS like a FIREFLY in the dark underbelly of
     a cloud. Harry begins to go... when the veil of mist
     shrouding the high tower shifts and -- for one brief
     moment -- a GREAT DOG is revealed. As this mist closes,
     Harry frowns, jets away.
     As Harry pelts after the Snitch, the crowd RISES TO THEIR
     FEET, ROARING. Ron GRINS over the binoculars, watching
     Harry shred the mist as he urges his broom on.

                                 HARRY

                             Faster!
                  Come on!
     The trace of a smile forms on Harry's lips as he closes
     on the Snitch... only yards away... reaching out...
     when...

                                                (CONTINUED)





                                                                54.





68   CONTINUED:    (2)                                                68




     ... a THIN GLAZE of ICE clouds his GLASSES. He wipes at
     them, then flinches: BLOOD trickles down his cheek. The
     rain is turning to needles. Needles of ice. Harry
     glances at the HANDLE of his BROOMSTICK. The water
     sluicing through the grain is FREEZING. VAPOR streams
     from his mouth and nose.
     SWOOSH! A dark SILHOUETTE passes on his right. He
     turns. SWOOSH! -- a twin SILHOUETTE passes on his left.
     Harry sees neither. Looks down. The layers of mist are
     parting below. LIGHTNING STRIKES. Reveals: an ARMY OF
     SILHOUETTES drifting onto the pitch. A vast legion of
     them...

     DEMENTORS.

     A DISTANT WHISTLE weaves into the WIND, rises in pitch,
     not a whistle at all, but a... SCREAM. A WOMAN'S SCREAM.
     Harry's eyes flutter, and wisps of SILVERY WHITE LIGHT
     float from his mouth. His glasses glaze over completely.
     His fingers, rigid, can no longer grip the broom and...
     He FALLS.

                               HERMIONE

                  No!!!
     Harry and broom tumble in opposite directions.
     The Nimbus soars end over end, tossed by the currents,
     then drops... right into the Whomping Willow.
     FLOOMPH! Harry, in freefall, drops through one cloud,
     then another. Plummeting through the circling Dementors.
     Then... a TALL FIGURE rises from the crowd. Raises an
     OPEN HAND to the heavens. Eyes angry but clear.
     Dumbledore.
     An EXPLOSION -- more powerful than thunder -- rocks the
     air.
     A FLASH -- more fierce than lightning -- shocks the sky.
     And then...

     THE SCREEN GOES BLACK.

     Not a sound.     For the longest time.   Then... VOICES:

                                RON

                  Looks a bit peaky, doesn't he?

                                                   (CONTINUED)





                                                                 55.





68   CONTINUED:    (3)                                                 68





                               FRED

                  Peaky? What d'you expect him to
                  look like? He fell fifty feet.




                                GEORGE

                  Yeah, c'mon, Ron. We'll walk you
                  off the Astronomy Tower and see
                  how you come out looking.

                                HARRY

                  Probably a right sight better than
                  he normally does.
     Harry opens his eyes and Ron, Fred, George, and Hermione
     SLOWLY COME INTO FOCUS, standing at the foot of his bed
     in the hospital wing.

                                  HERMIONE

                  Harry!    How're you feeling?




69   INT. HOSPITAL WING - DAY                                          69

     As Harry edges up against his pillow, we see a NURSE in
     the b.g., removing the SPOKES of an umbrella from a
     Hufflepuff player's neck. Harry doesn't look so good
     himself.

                                 HARRY

                  Brilliant.

                                FRED

                  Gave us a right good scare, mate.

                                 HARRY

                  What happened?

                                RON

                  You fell off your broom.

                                  HARRY

                  Really?    I meant the match.   Who
                  won?
     Silence.     Uncomfortable glances.

                                HERMIONE

                  No one blames you, Harry. The
                  Dementors aren't meant to come on
                  the grounds. Dumbledore was
                  furious. After he saved you, he
                  sent them straight off.

                                                        (CONTINUED)





                                                            56.





69   CONTINUED:                                                   69




     Harry nods grimly, stares at the RAIN LASHING the window.

                                RON

                  There's something else you should
                  know, Harry. Your Nimbus -- when
                  it blew away? -- it sort of landed
                  in the Whomping Willow. And well...
     He tips a BAG of SPLINTERED WOOD and TWISTED TWIGS onto
     the bed. As Harry stares, we hear a gentle WIND, then...

                                PROFESSOR LUPIN (V.O.)

                  I'm sorry about your broom, Harry.
                  There's no chance of fixing it?




70   EXT. BLACK LAKE - LATE AFTERNOON                             70

     Harry shakes his head in response to Lupin's question,
     then -- WHOOSH! -- sets Hedwig free of her traces. As
     she soars into the sky, Harry and Lupin watch from the
     lake's edge.

                                HARRY

                  Why do they affect me so,
                  Professor? I mean, more than
                  everyone else...

                                PROFESSOR LUPIN

                  Dementors are among the foulest
                  creatures that walk this earth.
                  They feed on every good feeling,
                  every happy memory, until a person
                  is left with nothing but his worst
                  experiences. You're not weak,
                  Harry. The Dementors affect you
                  most, because there are true
                  horrors in your past. Horrors
                  your classmates can scarcely
                  imagine. You have nothing to be
                  ashamed of.

                                HARRY

                  I'm scared, Professor.

                                PROFESSOR LUPIN

                  I'd consider you a fool if you
                  weren't.

                                                   (CONTINUED)





                                                               57.





70    CONTINUED:                                                     70





                                 HARRY

                   I need to learn how to fight them.
                   You could teach me, Professor.
                   You made that Dementor on the
                   train go away...

                                 PROFESSOR LUPIN

                   There was only one that night...

                                 HARRY

                   But you made it go away.

                                 PROFESSOR LUPIN

                           (a beat)
                   I don't pretend to be an expert,
                   Harry. But yes, I can teach you.
                   Perhaps after the holiday. For
                   now, though, I need to rest. I'm
                   feeling... tired.
      Harry turns, studies Lupin's haggard face. A weary smile
      appears as Hedwig's reflection glides over Lupin's
      irises.

                                  PROFESSOR LUPIN

                   Beautiful...
      Harry looks up, watches Hedwig pinwheel through the blue,
      past the CLOCK TOWER and EXIT FRAME. CAMERA HOLDS, the
      skies PALES, and SNOW begins to fall. We TILT DOWN...




70A   EXT. HOGWARTS CASTLE - DAY (WEEKS LATER)                       70A

      ... to Hogwarts castle, weeks later, dusted in white.







71    EXT./INT. CLOCK TOWER - DAY                                    71

      Harry, framed in the window, stares out, looking forlorn.
      In REFLECTION, SNOW falls on the glass.




      HARRY'S POV

      A ragged line of students follows McGonagall toward the
      bridge. Harry's POV becomes OBJECTIVE and...




72    EXT. CLOCK TOWER COURTYARD - DAY                               72

      ... FOOTPRINTS appear in the snow, moving quickly to join
      the other students.

                                                      (CONTINUED)





                                                              58.





72   CONTINUED:                                                     72




     Suddenly, Fred and George appear, heading the opposite
     way and... the FOOTPRINTS reverse themselves... as if
     Fred and George were escorting an invisible person.

                                FRED

                  Clever, Harry.

                                GEORGE

                  But not clever enough.

                                FRED

                  Besides, we've got a better way.




73   INT. EN