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                      TINKER TAILOR SOLDIER SPY



                            Written by

                Bridget O'Connor & Peter Straughan




1   EXT. HUNGARY - BUDAPEST - 1973 - DAY                          1

    Budapest skyline, looking towards the Parliament building.
    From here the world looks serene, peaceful. Then, as we
    begin to PULL BACK, we hear a faint whine, increasing in
    volume, until it's the roar of two MiG jet fighters,
    cutting across the skyline. The PULL BACK reveals a YOUNG
    BOY watching the jets, exclaiming excitedly in Hungarian.


2   EXT. BUDAPEST STREET - DAY                                    2

    LATERALLY TRACKING down a bustling street, as the jets
    scream by overhead. Pedestrians look up. All except one man
    who continues walking. This is JIM PRIDEAUX.

    ACROSS THE STREET: More pedestrians. We're not sure who
    we're supposed to be looking at - the short stocky man? The
    girl in the mini skirt? The man in the checked jacket?

    A car driving beside Prideaux accelerates out of the frame.
    Across the street the girl in the mini-skirt peels off into
    a shop. The stocky man turns and waves to us. But it isn't
    Prideaux he's greeting but another passerby, who walks
    over, shakes hands.

    Now we're left with Prideaux and the Magyar in the checked
    shirt, neither paying any attention to each other.

    Just as we are wondering if there is any connection, the
    two reach a corner and the Magyar, pausing to cross the
    road, collides with another passerby. He looks over and
    sees Prideaux has caught the moment of slight clumsiness
    and gives the smallest of rueful smiles. A tiny moment of
    contact between the two. Then both men walk on around the
    corner, just two strangers headed in the same direction...


3   EXT. SUBWAY EXIT - DAY                                        3

    Shooting up the steps of the exit to the imposing GALERIA
    building on the corner ahead. Prideaux and the Magyar walk
    up the steps, still paying no attention to each other, and
    head towards...


4   INT. BUDAPEST - GALERIA - DAY                                 4

    A formerly grand arcade. Many of the shops are now closed,
    the one's that are open don't have much to sell. A CAFE
    occupies the middle space under the high vaulted ceiling. A
    JAZZ ROCK band rehearses in one of the nearby disused
    shops, incongruous in the window, music muffled by the
    glass. Customers sit around tables playing chess, drinking
    coffee, a mother breast-feeding, the hum of chatter. The
    ordinary world.
                                                               2.



We find Prideaux and the Magyar sitting at one of the
tables.

                    MAGYAR
              (Hungarian, subtitled)
          And porkolts. You know porkolts?

                    JIM PRIDEAUX
              (Hungarian, subtitled)
          Yes, I've had it.

                    MAGYAR
          It's very good. Better than
          goulash. But you won't get it in
          Budapest now.

                    JIM PRIDEAUX
          Why's that?

                    MAGYAR
          All the pigs have gone to Moscow.

He gives a sly laugh. Prideaux smiles, draws   on his
cigarette, nonchalantly examining the people   at the tables
around them. A WAITER arrives, belly bulging   out of his
grubby shirt, hair plastered to his head. He   puts two
wizened-looking sandwiches in front of them.

PRIDEAUX'S P.O.V. - A DROP OF SWEAT trickles from the
Waiter's face, drips onto the table top.

The Magyar catches Jim looking at the droplet and gives a
wry smile - "nice service." Jim smiles back but a bell has
begun to ring inside him.

                    JIM PRIDEAUX
          When do I get to meet your
          friend?

The Magyar chews on his sandwich, notices Prideaux is
ignoring his.

                    MAGYAR
          I'll take you to him. Not eating?

Prideaux pushes his sandwich across the table, his manner
still easy, but his eyes flick after the Waiter, who stands
at the entrance to the coffee shop, arguing with another
man. He looks around the Galeria again, looking low -
checking the feet of the other customers? Then raising his
gaze, he checks the windows of the apartments above which
look down into the arcade.

PRIDEAUX'S P.O.V. - An OLD WOMAN stands in the shadows by a
window above. She is watching him. Catching his gaze she
shrinks back into the darkness and disappears.
                                                                3.



Prideaux's expression doesn't change but he sets his coffee
cup down and casually stands. The Magyar looks up in
surprise.

                    JIM PRIDEAUX
          Would you excuse me a moment?

He starts to walk towards the exit of the Galeria. Behind
him his chair teeters for a moment, then slowly falls back
and lands with a CRASH, sending pigeons fluttering up to
the domed ceiling.

The WAITER starts, turns, sees Prideaux leaving. Panic
flashes across his face, he draws a GUN from the back of
his belt, aims after Prideaux and FIRES - the shot echoing
in the cavernous space.

The shot misses, RICOCHETING off the tiled wall and
Prideaux keeps walking, fighting down the impulse to run,
as behind him, out of focus - an image from a surreal
NIGHTMARE: the other CUSTOMERS stop what they are doing,
like actors at the end of a scene, and begin to rise, some
drawing guns. We hear a muffled voice shouting distantly in
Russian.

                       KGB MAN
          No firing!

Ahead of Prideaux   more figures appear, blocking the exit.
He looks over his   shoulder just as another SHOT rings out -
this one catching   him above the shoulder blade and sending
him flying out of   frame.

From around a corner a tall, over-coated man - KGB -
strides towards the scene, still bellowing in Russian.

                    KGB MAN (CONT'D)
          Who told you to fire? Who told
          you to fucking fire?

THE JAZZ BAND have stopped playing and are staring at the
ground, arms at their sides, anxious not to see anything.

In the TOP WINDOW - the OLD WOMAN slips back into sight.

HER P.O.V. - Prideaux lies face down in the arcade below.
As we watch one of his arms slides out, leaving a slick of
blood. Then he's still.

BELOW - The KGB Man has grabbed the Waiter and started to
beat him.

                    KGB MAN (CONT'D)
          Fucking Hungarian amateur! We
          wanted him alive!
                                                                       4.



     Behind him we can see the breast-feeding MOTHER. She's
     dead, a bullet hole in the centre of her forehead from the
     ricochet. The baby continues to suckle on, undisturbed.

     Through the cafe window we can see a MAN, partly obscured
     by the crowd in front of us, the only man still seated. He
     lights a cigarette.

     CLOSE ON THE LIGHTER as he replaces it. We can make out an
     inscription: "To George, from Ann. All my love."

     In the Galeria the KGB Man continues to bellow at the
     Waiter. The baby begins to WAIL.

                                               FADE TO BLACK.

                                                       FADE IN:


4A   EXT. HQ OF BRITISH INTELLIGENCE - "THE CIRCUS" - DAY         4A

     A bird's eye view of the Circus.


4B   INT. CIRCUS - FIFTH FLOOR -   - "MOTHERS" OFFICE - DAY       4B

     A woman, CONNIE SACHS, a face that's seen it all, leans
     against a wall, smoking. A middle-aged woman, one of the
     secretaries or "MOTHERS" walks past, pushing a trolley of
     documents. She nods at Connie mournfully. Connie looks
     stricken. The Mother walks on into...


5    INT. CIRCUS - CONFERENCE ROOM - DAY                           5

     A long conference table. We are looking at an ELDERLY MAN
     at the head of the table. He's sitting on a rather ornate
     carving chair - a little like a throne - and he looks ill.
     He is signing documents, his signature a simple "C,"
     scrawled in GREEN INK, aware all eyes are on him. A
     cigarette burns away in an already loaded ashtray.

     This is the head of the Circus - known as CONTROL.

     Around him are four lieutenants - the inner circle of the
     intelligence service - PERCY ALLELINE, TOBY ESTERHASE, ROY
     BLAND and BILL HAYDON.

     Beside him, his right-hand man - GEORGE SMILEY.

     From the thick and embarrassed atmosphere we might guess we
     are at the end of a coup, the final ousting of a King. All
     we hear is the ticking of a loud clock and the scratch of
     the pen.

     Smiley looks up to find Alleline's gaze fixed on him.
     Alleline quickly looks down at his hands.
                                                                      5.



    CLOSE ON SMILEY - as he examines the others, gauging the
    SHIFT OF POWER occurring in the room.

    - Bill Haydon - handsome, urbane, frowning with tension,
    pulls on his cigarette.

     - Roy Bland - heavy set and moustached, flicking a guilty
    look up at Smiley and away.

     - Toby Esterhase - immaculate hair and suit, eyes on
    Alleline, watching for a cue, like a dog told to `stay'.

    No-one will look at him.

    ON SMILEY - realising there is no hope.

    Control finishes, puts the pen back in his pocket. He hands
    the file to the MOTHER who, red-eyed, walks with it out of
    the room.

                        PERCY ALLELINE
                  (Scottish accent)
              I wish I could have done more,
              Control.

                        CONTROL
                  (Coolly)
              You did all you could, Percy.
              (Beat) Well, a man should know
              when to leave the party.

    Beat. The clock suddenly gives a discordant chime as it
    sounds the hour. A hint of bitter amusement on Control's
    face, as though he's been waiting for this wrong little
    note to make his move. He grinds his cigarette out.

    Toby can't wait any longer.

                        TOBY ESTERHASE
              What about Smiley?

    Control looks at Smiley. His gaze impersonal...

    ON SMILEY - the faintest flicker in his eyes as he tries to
    prepare himself for the shock of dismissal.

                        CONTROL
              Smiley is leaving with me.


6   OMITTED                                                       6


7   INT. CIRCUS - FIFTH FLOOR - DAY                               7

    PUSHING Control and Smiley as they walk down the corridor.
                                                                       6.



     Alleline and the Lieutenants are waiting for them. A
     horribly awkward moment. Toby pulls open the cage lift
     doors for them, as if to hasten the eviction. Haydon looks
     at him with contempt.

                         BILL HAYDON
               You little prick Esterhase.

     Control sweeps past them and the lift, determined to walk
     every step of the way. Smiley follows.


8    INT. CIRCUS - STAIRCASE - DAY                                 8

     Control and Smiley, begin their descent through the rigid
     hierarchy of the Circus. As we TRACK with them, we see that
     each floor is its own WORLD. The two men walk past the
     fourth floor REGISTRY - the vast archive of intelligence,
     staffed by RESEARCHERS.

     Smiley and Control pass down another flight and along the
     third floor - INTELLIGENCE OFFICERS - heads poking out of
     offices, amongst them JERRY WESTERBY.

     Down to the second floor - SCALPHUNTERS - the muscle of the
     Circus. The boredom of an air-port lounge, a sunken sofa
     and pool-table. The Scalphunters watching them go in
     respectful silence.

     On down to the first floor TYPING POOL - staffed by pretty
     young society girls - the DEBS - who watch open-mouthed, as
     their Chief passes them for the last time. And finally
     down to...


9    INT. CIRCUS - GROUND-FLOOR LOBBY - DAY                        9

     An ancient doorman - BRYANT - feeling the moment must be
     marked in some way - leaves his sentry box and opens the
     main door for Control. Control acknowledges the salute with
     a flick of his eyes and we push through the doors...


10   EXT. CIRCUS - ROOF OF THE CIRCUS - DAY                       10

     Alleline and Bland stand smoking, watching Control and
     Smiley emerge onto the pavement.


11   EXT. CIRCUS - DAY                                            11

     CONTROL and SMILEY stand on the street. They stare at each
     other for a moment. This is goodbye. They shake hands.
     Perhaps there's a little reserve in Control's manner, a
     lack of warmth. From the expression on Smiley's face we see
     that he is pained by this.
                                                                       7.



     Control puts his collar up and walks away. Smiley stands
     forlornly as Control disappears into the crowd.

     TITLES OVER A MONTAGE


12   EXT. HAMPSTEAD POND - AUTUMN DAY                             12

     THE WATER OF THE POND - still, glassy.

     A MAN'S head breaks the surface - Smiley swimming through
     his retirement.

     He takes a breath and submerges again. Beyond him we see a
     straggled diagonal line of elderly heads, bobbing through
     the water.


13   EXT. HAMPSTEAD POND - DAY                                    13

     Smiley dries himself under the trees, pink and raw in the
     cold fresh air. He smooths his hair down, feeling a little
     less ridiculous. He looks over to where a VERY ELDERLY
     SWIMMER is being helped into the water - little more than
     trembling bones.

     Is this his world now?


14   INT. CIRCUS - FIFTH FLOOR - DAY                              14

     A MOTHER unloads a stack of files from a LIFT shaft and
     places them into her wheeled safe. A piece of CHRISTMAS
     TINSEL is wound along the trolley. We track with her
     through the HIVE-LIKE atmosphere of the fifth floor, behind
     her the conference room - a glimpse of Alleline in
     Control's chair, surrounded by his lieutenants - smoke and
     whiskey - engaged in the business of the world.

     She pushes on into Alleline's OFFICE - loads the new files
     into the LARGE SAFE there, locks and spins the combination.


15   INT. SMILEY'S HOUSE - WINTER DAY                             15

     Smiley stands frying an egg in his small kitchen.


16   INT. SMILEY'S HOUSE - DAY                                    16

     Smiley sits eating his solitary lunch, reading a volume of
     Grimmelshausen. He turns a page, examines the illustration
     of a knight and a dragon - holds it at arms length, trying
     to focus on it.
                                                                        8.



16A   INT. SMILEY'S HOUSE - BEDROOM - NIGHT                      16A

      Smiley lies in the double bed, a conspicuous empty space next
      to him. He leans over and turns the light out.


17    INT. CIRCUS - FIFTH FLOOR - ALLELINE'S OFFICE - NIGHT        17

      A HAND removes files from the LARGE SAFE.

      ON A BRIEFCASE - as the files - marked TOP SECRET - are
      slipped inside.


18    INT. CIRCUS - FIFTH FLOOR - EVENING                          18

      P.O.V. MYSTERY MAN

      ... TRACKING through the near-empty offices. All the
      drawers of the desks are OPEN. BINS on the tables. A few
      mothers working late, illuminated by their desk lamps. One
      of them is applying lipstick, prior to leaving. She doesn't
      react as we track by.


19    EXT. OPTICIANS - SPRING DAY                                  19

      We are looking at large blurred LETTERS. A lens is slotted
      into our frame and the letters leap into BOLD.

      Smiley is in a chair, being fitted for spectacles.


20    INT. OPTICIANS - DAY                                         20

      Smiley is selecting frames from a display. He tries on a
      pair, watched by a bored shop assistant, used to the
      pedantic ways of the retired.


21    INT. CIRCUS - GROUND-FLOOR LOBBY - EVENING                   21

      TRACKING with the BRIEFCASE as the mystery man walks
      towards the main entrance. The ELDERLY PORTER- BRYANT -
      nods respectfully.


22    INT. LONDON UNDERGROUND - EVENING                            22

      A packed train - Businessmen in bowler hats, long-haired
      seventies youth - the old and the new bumping underneath
      the city. We track low level until we find our MYSTERY MAN,
      the BRIEFCASE clutched in his hand.
                                                                      9.



23   EXT. SAFE HOUSE - EVENING                                   23

     Tracking with the BRIEFCASE as it is carried towards the
     house...


24   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                      24

     An elderly lady - MRS McCRAIG - stands at the sink. Through
     the window she catches a glimpse of the Mystery Man's legs
     passing, the briefcase in his hand as he walks up the steps
     towards the front door. Calmly she dries her hands as the
     doorbell rings and her DOG begins to bark furiously.


25   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                      25

     Mrs McCraig opens the door and the figure passes her and
     the barking dog without a word and begins to walk up the
     stairs...


26   INT. SMILEY'S HOUSE - DRAWING ROOM - DAY                    26

     Smiley adds a LETTER to a pile on the mantelpiece. We see
     the letters are all addressed to ANN SMILEY.

     He straightens up, finds himself staring at a PAINTING on
     the wall - a muddy abstract.


27   INT. SAFE HOUSE - MEETING ROOM - NIGHT                      27

     The room is almost bare - two chairs at a small table on
     which stands two desk lamps and a CAMERA. The Mystery Man
     has crossed to the wall by the window and opens the GRILL
     on an AIR DUCT.


28   EXT. SAFE HOUSE - NIGHT                                     28

     From across the street a tall good-looking man - POLYAKOV -
     watches as the opened duct spills a star pattern of light
     out into the night air. He walks towards the house...


29   INT. SAFE HOUSE - MEETING ROOM - NIGHT                      29

     The Mystery man settles at the table, sorting through the
     contents of the briefcase as, from down below, we hear the
     sound of the door bell, the dog barking and footsteps on
     the stairs. Polyakov walks into the room and joins the
     Mystery Man at the small table. He picks up the camera with
     a smile.

                         POLYAKOV
                   (In Russian)
               Shall we begin?
                                                                        10.



      END OF TITLES


30    EXT. LACON'S HOUSE - EARLY MORNING                           30

      Lights glowing in the early morning gloom, an ultra-modern
      cube of a building sits in rather traditional grounds. This
      is the unlikely home of Oliver Lacon, Permanent under-
      secretary.


30A   INT./EXT. LACON'S HOUSE - MORNING                           30A

      As we watch a young girl - JACKIE LACON - appears at the
      living room window in her night-dress, playing with a toy. As
      we watch her we hear stealthy footsteps approach. Then a MAN
      steps into frame, his back to us, watching the girl through
      the window. He taps on the glass with one hand. Jackie looks
      up, surprised.

      As we pull back a little we see the man has his other hand
      behind his back.

      And in it is a long, bone-handled KNIFE.

      Behind Jackie we see a string bean of a man, OLIVER LACON,
      tying his silk dressing gown as he cautiously approaches the
      window. On the other side, the intruder stands, smoking.

                              LACON
                        (through glass)
                   This is private property. Who are
                   you?

      He takes in the man before him - filthy and bearded, you
      could mistake him for a tramp. But beneath the grime he's
      tanned and his eyes have a dangerous, feral edge. This is
      RICKI TARR.

                             RICKI TARR
                   Minister Lacon.

      He smiles.

                             LACON
                   What do you want?

                             RICKI TARR
                   I want to talk to Control. And I
                   want breakfast.


30B   OMITTED                                                     30B


30C   OMITTED                                                     30C
                                                                        11.



30D   OMITTED                                                     30D


31    OMITTED                                                      31


32    OMITTED                                                      32


33    INT. CIRCUS - SCALPHUNTERS - DAY                             33

      PETER GUILLAM walks down a corridor. Handsome, boyish,
      bored. He hears a TRING behind him. It's Haydon, one foot
      up on his pedal, scootering along the corridor. Guillam
      waits for him. He likes this man.

                          PETER GUILLAM
                    (of the bike)
                Has that been cleared?

                          BILL HAYDON
                I'm not bloody chaining it
                outside. Mind you, probably no
                safer in here, with you bunch of
                cut-throats.

      They arrive at a half-paned office cubicle. Inside is a
      very pretty GIRL, a new DEB, being shown the ropes by an
      older woman.

                          HAYDON
                Thought I'd get a glimpse of the
                new girl. Before Bland gets to
                her. He seen her yet?

                          GUILLAM
                Oh yes. Down first thing.


      GIRL'S P.O.V. -

      ... as Haydon and Guillam pass, staring in at her, cropped
      above the waist. Haydon appears to be gliding
      supernaturally by. He gives a little wave.


      BACK ON HAYDON:

                          HAYDON
                You may fuck me, Belinda, but you
                still have to call me sir in the
                morning.

      Guillam grins. Haydon glides off, hand raised in farewell
      as Guillam turns into the Scalphunters arena.
                                                                        12.



34    INT. CIRCUS - SCALPHUNTERS - GUILLAM'S OFFICE - DAY          34

      Guillam sits at his desk over a pile of paper-work, slowly
      falling asleep.

      BANG! A pool ball thwacks the window, cracking it. At the
      same moment the PHONE begins to ring. Guillam jerks
      upright, looks over at the pool players, too bored to be
      angry.

                          POOL PLAYER (O.S.)
                Sorry Peter.

      Guillam answers the phone.

                          PETER GUILLAM
                Peter Guillam...

      He listens to the voice on the other end. After a moment he
      turns away from his colleagues, his former drowsiness
      abruptly gone.


35    EXT. LONDON STREET - EVENING                                 35

      Smiley in his NEW GLASSES, towel rolled under his arm,
      walking down the street. He stops for a moment, feeling
      himself watched.


36    EXT. SMILEY'S HOUSE - EVENING                                36

      Smiley on the steps to his home, stops, examines the door,
      removing a WEDGE from the top of the door frame.


37    INT. SMILEY'S HOUSE - EVENING                                37

      Smiley walks into the hallway, stopping to pick up post.


38    INT. SMILEY'S HOUSE - EVENING                                38

      Smiley places the wedge and the letters on the mantelpiece,
      where a BUNDLE of LETTERS already sits, addressed to ANN
      SMILEY. Unopened.


38A   INT. SMILEY'S HOUSE - KITCHEN - EVENING                     38A

      Smiley frying an egg.

      There's a knock at the door.


38B   INT./EXT. SMILEY'S HOUSE - EVENING                          38B

      Smiley opens the door to PETER GUILLAM.
                                                                        13.



                          SMILEY
                    (Surprised)
                Hello, Peter.

      They stare at each other. Smiley takes in his expression -
      this is not a social call.

                          SMILEY (CONT'D)
                Have I time to change?

      Guillam nods, following Smiley into the house. He glances at
      a painting on the wall - a muddy ABSTRACT. He crosses to
      examine it and then notices the bundle of Ann's unopened
      letters.


39    INT. SMILEY'S HOUSE - EVENING                                39

      Guillam enters the kitchen, notes the single place set for
      dinner. It dawns on him that he really has invaded Smiley's
      privacy.

      Smiley appears in a coat behind him, taking in Guillam's
      awkwardness. He gives a thin smile.

                          SMILEY
                Are we going far?


39A   INT. GUILLAM'S CAR - EVENING                               39A

      Smiley and Guillam sit in silence, as Guillam drives through
      London. It's a Citroen DS, all sleek leather and mahogany
      interior.


40    OMITTED                                                      40


40A   INT. LACON'S HOUSE - EVENING                               40A


      CLOSE UP ON:

      A half eaten bacon SANDWICH, sitting on a table.

      We pan up and through the open window see an anxious Lacon is
      leading Guillam towards the house. Smiley follows, talking to
      Lacon's daughter.

                          LACON
                How's your mother?

                           PETER GUILLAM
                Very well.
                    (referring to the window)
                Is this where he got out?
                                                                     14.



                          LACON
               Mmm, I came back in and it was wide
               open.
                   (beat)
               Do send her my love. Apologies for
               singling you out, but... very
               sensitive matter...

     He gives an uncomfortable bark of laughter.

                         LACON (CONT'D)
               If one can't trust one's own
               nephew... You know who he was?

                         PETER GUILLAM
               Ricki Tarr, sir. One of my scalp-
               hunters. He's been on the wanted
               list for a year. Last job was
               Istanbul, bit of coat-trailing for
               a Russian convention.

                         LACON
               Why is he on the wanted list?

                          PETER GUILLAM
                   (beat)
               He killed our man in Istanbul. Cut
               his throat. Been on the run since
               then.

     If possible, Lacon looks even more shaken.

                         LACON
               My God. In my own home... my
               family... The bloody animals you
               people employ!


41   INT. LACON'S HOUSE - NIGHT                                 41

     PULLING OLIVER LACON as he leads Smiley and Guillam down
     the hall, gesturing for his WIFE to take Jackie away. He
     attempts some social niceties, but his tone is strained.

                         LACON
               And how are you George? Missing
               one's work, one's buddies?

                          SMILEY
               Oh, I think I manage pretty well,
               thank you.

     They reach a large room, minimalist apart from a grand piano
     framed by vast glass windows. A tall, well built young man -
     FAWN - stands on guard. Lacon gestures to him and Fawn opens
     the french windows and he and Guillam walk out onto the
     terrace beyond.
                                                                       15.



     Behind them, unnoticed, young JACKIE creeps back into the
     room and slips behind the sofa.

                         LACON
               Your wife, the lovely Ann? She's in
               the pink, and so on.

                         SMILEY
               Very well. (Beat) Very bonny...

     Fawn closes the french doors behind him and Lacon is suddenly
     all business.

                         LACON
               Do you know this man Tarr?

                         SMILEY
                   (Mildly)
               I recruited him actually. In
               Penang. Good with women. Likes to
               talk. What did he say to you?

                         LACON
               He said he had some intelligence
               for Control. Had no idea he was
               dead. The news obviously hadn't
               reached Wonga Wonga land. Then he
               said he would only tell it to
               someone outside the Circus. If he
               couldn't have a Minister, he would
               settle for the Under-secretary.
               Lucky me.

     Lacon lights a cigarette, smokes a moment, building up to
     something. Smiley waits him out. The room has become very
     still.

                         LACON (CONT'D)
               He said there's a mole. Right at
               the top of the Circus. And that
               he's been there for years.

     Smiley absorbs this. The moment is suddenly broken by a few
     stray notes from the piano. The two jump slightly and turn to
     where Jackie sits at the keyboard, smiling triumphantly.


42   OMITTED                                                      42


43   EXT. LACON'S HOUSE - TERRACE - NIGHT                         43

     Smiley and Lacon stand on the terrace alone. Lacon glances
     anxiously at Smiley, trying to read him.

                         LACON
               I was sad to see you go, George. I
               thought it was shabby, very shabby.
                         (MORE)
                                                               16.

                    LACON (CONT'D)
          But the Minister agreed with Sir
          Percy. New broom, clean sweep,
          wheat from the chaff and all that.
          And to be fair, Percy has had some
          marvellous results since you and
          Control left...

Realizing how this sounds, he glances at Smiley to see how
much damage he's caused.

                    LACON (CONT'D)
          Anyway, it does mean you're rather
          ideally placed to look into this
          matter for us now, doesn't it?
          Outside the family?

Smiley looks blandly back at him.

                    SMILEY
          I am retired, Oliver.

Silence. Lacon looks uncomfortable, something he hasn't yet
said.

                    LACON
          Thing is, some time back, when
          Control was still alive, he came to
          me with a similar suggestion.

Smiley looks at him, surprised.

                    LACON (CONT'D)
          He never mentioned his suspicions
          to you?

                    SMILEY
          No.

                    LACON
          I just thought... with you being
          "his man", so to speak.

                    SMILEY
          What did you say to him?

                     LACON
              (Beat)
          I'm afraid I thought his paranoia
          had got the better of him and he
          was pulling his own house down.
          That does happen in your business.
          And that bloody mess in Budapest...

Smiley stares out over the rolling countryside, inscrutable.

                    LACON (CONT'D)
          Damn it, George, this is your
          generation, your legacy!
                    (MORE)
                                                                       17.

                         LACON (CONT'D)
               If there's any truth in this you'd
               think you'd want to...

     He controls himself.

                          SMILEY
                   (Beat)
               I'll keep Peter Guillam. And
               there's a retired special branch
               man. Mendel. I'd like to have him.

     Lacon exhales, his relief palpable.

                         LACON
               Yes, yes. Do your own housekeeping.
               Good man.

     He glances back at Guillam and Lacon's daughter, picking out
     a melody on the grand piano.

                         LACON (CONT'D)
               Damn thing cost a fortune. Three
               years of lessons and all I hear is
               Edelweiss. You and Ann never had
               children, did you?

                         SMILEY
               No, we never did.

     We hear the piano playing on as we...


44   EXT. LONDON - MENDEL STREET - MORNING                        44

     ... driving through suburban DAGENHAM. We pull up in front
     of a neat Tudor semi.


45   EXT. MENDEL'S GARDEN - DAY                                   45

     CLOSE ON A COLONY OF BEES

     GLOVED HANDS loading a COLONY OF BEES into a new HIVE.

     An APIARIST, in protective hat and gloves, turns to examine
     the MAN who has appeared in his back yard - GEORGE SMILEY.
     Smiley raises a hand.

     The Apiarist steps away from the hive and removes his hat
     to reveal a long thin face, keen eyes - INSPECTOR MENDEL.


46   EXT. MENDEL'S HOUSE - DAY                                    46

     Mendel, now in an overcoat and carrying a battered
     briefcase, climbs into the back of the car with a nod to
     Smiley and Guillam in the front. He begins to roll a
     cigarette as Guillam drives away.
                                                                       18.



     A stow-away BEE appears from somewhere and begins to buzz
     around the car. Guillam and Mendel swat at it clumsily.
     Smiley stares ahead in silence. He winds down the window
     and the bee flies to safety.


47   EXT. HOTEL ISLAY - DAY                                       47

     A shabby rooming house, near Paddington station.


48   INT. HOTEL ISLAY - SMILEY'S ROOM - DAY                       48

     A large, faded floral monstrosity of a room. TWO single
     beds, a large leather CHAIR, a WIRELESS.

     Smiley's new landlady MRS POPE GRAHAM is supervising a
     gormless teenager - NORMAN - who is struggling into the
     room with a rickety card table. Mendel and Guillam take it
     from him and set it into the room. From the next room comes
     the unmistakable sounds of someone having sex.

                         MRS POPE GRAHAM
                   (re the table)
               It's Georgian, I shouldn't lend
               it to you but since Mister Mendel
               recommends you...

     She gives the table a sentimental tap, raising her voice a
     little to drown out the excesses from the room next door.

                         MRS POPE GRAHAM (CONT'D)
               You will love it for me won't
               you? It belonged to Mister Pope-
               Graham.

     She glances at Smiley who has his back to her looking out
     into the London street.


     SMILEY'S P.O.V.

     ... looking out at rooftops opposite and a travel agents
     sign which reads THE WIDE WORLD.

                         MENDEL (O.S.)
               My friend just wants peace and
               quiet in order to work, Mrs Pope-
               Graham, no disturbances.

                         MRS POPE GRAHAM
               And that's what he shall have.
               You want anything you can ask
               Norman, can't he, Norman?

     And they leave. A small silence...
                                                              19.



                    MENDEL
          Her real name is plain Graham.
          Added the Pope for a touch of
          class.

Guillam gives a grunt of amusement.

                    MENDEL (CONT'D)
          Best informant I ever had.

LATER:

Smiley has turned his attention to the bed. He examines the
stained sheets with distaste. As he speaks he strips off
the soiled sheet and replaces it with a clean one from his
bag.

                     SMILEY
          Control lived with his sister
          didn't he?

He straightens up from the bed, smooths the pristine sheet.

Mendel flips his notebook back. He's already there.

                    MENDEL
          Basingstoke. Not much of a paper-
          trail as you can imagine. His
          pension and she owns a block of
          bedsits in her own name in West
          London.

                    GUILLAM
          We should...

Mendel flicks another page.

                    MENDEL
          ... Webb and Bryson are the
          letting agents. Properties in
          half of the west end judging by
          this list...

LATER:

Guillam is lying on the bed. Smiley stands at the window,
Mendel slumped in an armchair.

                    SMILEY
          We're only looking for short term
          rentals. Within the last year.

                    MENDEL
              (Reading from the list)
          A Miss Hilliard. L. Cavaleri?
          D Weaver, M Crowley, M Cushing. F.
          Farling. G. Hiaasen.
                    (MORE)
                                                                      20.

                         MENDEL (CONT'D)
               A Mrs Hawcombe. R. Kee. M. Kass. H
               Staunton...

     CLOSE on Smiley as his eyes flickers at the name.

                         MENDEL (CONT'D)
               K. Menzies...

                         SMILEY
               How long was H. Staunton a tenant?

                         MENDEL
                   (Consulting the list)
               Still is. Been renting for a few
               years now. Something?

                         SMILEY
                   (Musing)
               Howard Staunton. Control used to
               say he was England's greatest chess
               master. Died in eighteen seventy-
               four.


49   EXT. CONTROL'S FLAT - DAY                                   49

     Guillam and Smiley approach outside a red-brick mansion
     block of flats in West London.


50   INT. CONTROL'S FLAT - HALLWAY - DAY                         50

     Smiley and Guillam reach a flat near the shadowy top of the
     building. Smiley studies the door. He runs his fingers over
     the door-frame and there it is - a little WEDGE at the top.


51   INT. CONTROL'S FLAT - DAY                                   51

     Guillam, followed by Smiley, pushes in against a mound of
     dead mail.

     They advance cautiously into the dirty flat, the windows
     fogged out with Windowlene.


     THEIR P.O.V. - TRACKING TOWARDS THE DOOR

     Guillam has reached the DOOR and disappears into the room
     beyond...


52   INT. CONTROL'S FLAT - DAY                                   52

     A green velvet armchair sits at the centre of a room.
     Beside it an ashtray over-loaded with stubs.
                                                                       21.



     The rest of the room is mounded with PILES AND PILES OF
     PAPERS - files, document boxes, maps and charts, something
     insane in the sprawl of it all.

     Guillam stands with his back to us staring at a CHESS SET
     laid out before the chair, as if in mid-game. Four of the
     chess pieces have had PHOTOGRAPHS of FACES added to them -
     ROY BLAND. TOBY ESTERHASE. PERCY ALLELINE. BILL HAYDON -
     all wearing paper PARTY HATS. The effect is ridiculous and
     a little disturbing, like some Surrealist objet d'art.

     Guillam hears Smiley and turns, almost guiltily, and as he
     moves we see there is a FIFTH PHOTOGRAPH on a piece - and
     it is of Smiley himself.

     Smiley stares at his image.


53   INT. CIRCUS - TOBY ESTERHASE'S OFFICE - DAY                  53

     Toby Esterhase is on the telephone, speaking softly in
     Hungarian. A look crosses his face. He suddenly notices
     Haydon in the doorway, cup of tea in hand. Esterhase asks the
     caller to hold and places the handset on the desk.

                         TOBY ESTERHASE
               Help you with something Bill?

                         BILL HAYDON
               Looking for his Majesty.

                         TOBY ESTERHASE
                   (sullenly)
               He's walking the battlements.

     Toby's eyes flicker toward the handset.

                         BILL HAYDON
                   (in Hungarian, subtitled)
               Much obliged.

     Bill leaves, and Toby resumes the call.


54   EXT. ROOF OF THE CIRCUS - DAY                                54

     Alleline stands on the rooftop, staring out over the London
     skyline, his expression ambiguous - perhaps obscurely
     troubled to have found himself at the top. He becomes aware
     of Roy Bland standing behind him.

                            ALLELINE
                      (Without turning)
               Roy.

                         BLAND
               It's the Yanks. They want to come
               in and talk.
                                                                       22.



     Alleline continues to stare out over the world, but allows
     himself a small smile of triumph - and relief.

                         ALLELINE
               Of course they do. We have
               Witchcraft. And they don't.


55   INT. HOTEL ISLAY - SMILEY'S ROOM - DAY                       55

     Mendel and Guillam carry in boxes, each overflowing with
     files and bundles of yellowing papers.

                         SMILEY
               Thank you. Anywhere will do.

     They dump the files and Smiley turns to survey his room. In
     his hand he is toying with a black chess piece labelled
     "KARLA".

     The far wall is now stacked to the ceiling with the
     contents of Control's room - thousands of files and
     documents, piled in no logical order. The three survey the
     mountain of information in silence.

                         MENDEL
                   (Wryly)
               That enough for you to be getting
               on with?

                          SMILEY
                   (Beat)
               No. Peter, I need you to do
               something for me...


56   INT. CIRCUS - SCALPHUNTERS - DAY                             56

     The "Scalphunters" floor. Guillam is in his office, painted
     out panels below the waist, glass above. He sits, hands on
     the desk, steeling himself for what he has to do.

     Abruptly he stands and walks out.

     We TRACK with him as he walks through the Scalphunters
     "quad" area - a worn out sofa, the old pool table.

     One of the Scalphunters - KASPAR - stands flirting with a
     pretty SECRETARY - BELINDA - the "Deb" we saw earlier.
     Guillam acknowledges them casually as he passes. The girl
     gives a little wave. She LIKES him.

     Kaspar stares after Guillam. He doesn't.

     We continue tracking with Guillam as he leaves the
     Scalphunters area, walks down the corridor, turns left
     into...
                                                                       23.



57   INT. CIRCUS - MEN'S ROOM - DAY                               57

     He stands at the basins, checking the room is clear.
     Examines his watch, then crosses to the door and opens it a
     crack, peering out.

     GUILLAM'S P.O.V.

     We're looking though a glass panelled door at the PERSONNEL
     OFFICE. A dapper little man in a club tie - FAWLEY - sits
     behind his desk, idly tapping a desk toy - a Newton's
     Cradle. He too checks his watch. Lunch time. Gets up and
     walks out of his office.

     Guillam counts to ten under his breath and then abruptly,
     walks out of the men's room, across the corridor and
     into...


58   INT. CIRCUS - FAWLEY'S OFFICE - DAY                          58

     The Cradle is still swinging - steel balls clacking softly.
     Guillam is opening a safe, pulling out documents,
     photographing them with a SUBMINIATURE CAMERA.

     Close on the documents as Guillam silently photographs
     them.

                         SMILEY (V.O.)
               I want to see the records of
               staff recently retired. While
               you're there get the handbook on
               staff duties... and the diagram
               of the Circus's reorganization
               under Alleline...

     Guillam hears a voice outside. He draws a SMALL KNIFE from
     his pocket.


59   INT. CIRCUS - FAWLEY'S OFFICE - DAY                          59

     Kaspar opens the door and walks in, finding... the office
     empty.

     Then a faint noise. He works his way around the desk, finds
     Guillam crouched down, his back to him.

                         KASPAR
                   (Suspicious)
               Sorry Peter, didn't know you were
               doing... whatever you were
               doing...?

     Guillam straightens up to reveal his hand oozing blood from
     a cut.
                                                                      24.



                         PETER GUILLAM
               Trying not to bleed to death.
               Fawley's got a first aid kit in
               one of his drawers. Get me a
               plaster will you?

     Kaspar busies himself with the first-aid. Eyes hard.


60   INT. CIRCUS - LIFTS - DAY                                   60

     Guillam has just stepped into the lift. Roy Bland appears
     suddenly and steps in beside him.

     Silence for a moment as they descend...

                         ROY BLAND
                   (without looking at him)
               Heard you had an accident.

     Guillam makes a mental note against Kaspar.

                         PETER GUILLAM
               Cut it on a drawer handle.
               (Beat) When are we going to get
               some new furniture round here?

                         ROY BLAND
               I'll have a word with Esterhase,
               Peter. We'll make it a priority
               on the top floor.

     They arrive on the ground floor. Bland walks out ahead.
     Guillam exhales with relief. Then...

                         ROY BLAND (CONT'D)
                   (as he walks away)
               Where are you off to?

                         PETER GUILLAM
               Lunch.

                         ROY BLAND
               Want some company?


61   INT. PUB - DAY                                              61

     The two men sit drinking at a table in a nearly deserted
     local bar.

                         ROY BLAND
               Tell you the truth, I'm in no
               hurry to get back up there...

                         PETER GUILLAM
               Smothered by the Mothers.
                                                              25.



                    ROY BLAND
          Something like that. Those old
          birds, all pining for Control.
          Percy still can't get a decent
          cup of tea out of them. Still, I
          imagine it takes time.

                       PETER GUILLAM
          What does?

                       ROY BLAND
          Loyalty.

He takes a pull of his pint.

                    ROY BLAND (CONT'D)
          If it was up to me, I'd replace
          them all with those `naice' girls
          from registry. Like to hear a few
          high heels about the place.

He reaches suddenly for Guillam's coat, lying on the seat -
his hand heading for the pocket that holds the SUBMINIATURE
CAMERA.

                    ROY BLAND (CONT'D)
          Scrounge a fag?

                    PETER GUILLAM
              (Quickly)
          Here.

He pushes his cigarettes into Bland's hand before he can
fish in the coat. Bland smokes for a moment.

                    ROY BLAND
              (Suddenly)
          What do you think of Datsuns?

                       PETER GUILLAM
          What?

                    ROY BLAND
          Datsuns. Just got one. Wife made
          me. Hatchback. Caught sight of
          myself in it, driving past a shop
          window and I thought to myself
          "Who's that old fucker?"

He stares at Guillam with faint smile, but his eyes are
cold and watchful.

                    ROY BLAND (CONT'D)
          What are you driving?

                       PETER GUILLAM
          Citroen.
                                                                        26.



                          ROY BLAND
                French? Ooh la la...

      He continues to stare at Guillam with the faint smile, and
      Guillam feels a sickening wave of paranoia.

                           ROY BLAND (CONT'D)
                Drink up and I'll drop you back.
                You've probably got some girl
                waiting...


62    INT. GUILLAM'S FLAT - NIGHT                                  62

      Guillam sits alone at the table reading a newspaper. After
      a moment, a man, his lover - RICHARD - a decade or so
      older - walks behind him, stroking his hair tenderly, and
      joins him at the table. Guillam automatically checks the
      window - the flat opposite, a lit window - could someone
      see them? He gets up and closes the curtains, settles back
      at the table, passing Richard a section of the paper. The
      two sit in domestic contentment, reading.


62A   EXT. HOTEL ISLAY - NIGHT                                    62A

      SMILEY'S P.O.V. - LOOKING DOWN FROM A WINDOW

      A ministerial car pulls up and Lacon climbs out.


63    INT. HOTEL ISLAY - SMILEY'S ROOM - NIGHT                     63

      The music - a CHARLIE RICH track - plays on a TRANSISTOR
      RADIO. Smiley sits at the window listening to the MUSIC.

      Guillam dictates from a photograph of the documents he took
      at the circus.

      Smiley becomes aware that the others are watching him. He
      turns away, tunes the radio into a DIFFERENT STATION,
      cutting the Charlie Rich tune.

                          PETER GUILLAM
                Jerry Westerby, dismissed
                December 4th. And... Connie
                Sachs, retired November 28th.
                That's just two weeks after you
                and Control were forced out.

      Smiley considers this, turns back to the CHESS SET. He
      writes Connie's name on a slip of paper, pastes it to a
      chess piece.

      There is a knock at the door. Mendel lets LACON into the
      room excluding a very excited MRS. POPE GRAHAM. Lacon's
      wearing a tux, looking extremely uncomfortable, almost
      offended at the role he finds himself playing.
                                                             27.



                    SMILEY
          I know that car.

                    LACON
          On our way to La Bohème. The
          Minister wondered if there was
          anything to report?

                    SMILEY
          Not much, I'm afraid. We were
          just discussing the departure of
          Connie Sachs. I wonder how
          Research manages without her.

                    PETER GUILLAM
          Probably relieved. She always
          struck me as unhinged.

                    SMILEY
          That was one of her talents.

LACON looks around him, dripping disdain.

                    LACON
              (Indicating the chess
               set)
          Looking a little unhinged
          yourself, George.

                       SMILEY
                 (Distracted)
          Hmm?

He turns to him.

                    SMILEY (CONT'D)
          Yes, I suppose I am. Perhaps
          that's what we have to become? A
          little paranoid?

He turns back to the chess board.

                    SMILEY (CONT'D)
              (To Lacon)
          Your "clean sweep."
          What if the Mole was actually
          behind that sweep? What if each
          of us, whether we knew it or not,
          represented a threat to the Mole?

Lacon looks at a pile of files, distractedly picks one up.
He starts to leaf through one...

                    LACON
              (Unconvinced)
          Control lost his position because
          of that fiasco in Budapest...
          that poor chap...?
                                                                        28.



      He looks to Guillam for the name.

                          PETER GUILLAM
                Jim Prideaux.

      Smiley nods thoughtfully.

                          SMILEY
                Yes. Yes, he did.

      He writes PRIDEAUX on a slip of paper, pastes it to a chess
      piece. Lacon picks up another file, Something catches his
      eye: a letter head of FLAMES. He looks up shocked.

                          LACON
                How did you get this? This is
                Witchcraft material.

      He grabs the piece of paper, stuffing it in his pocket.

      Smiley looks at him. Lacon reads something implacable in
      Smiley's gaze...

      Smiley turns back to the chess set.

                          SMILEY
                Control was out. And Alleline was
                in. Thanks to...

      He writes the name "WITCHCRAFT" and places it on a chess
      piece.


63A   EXT. HOTEL ISLAY - NIGHT                                    63A

      Lacon stalks out of the hotel.

                          SMILEY (V.O.)
                ... Alleline's "special source."

                          LACON (V.O.)
                There is no connection.

      He climbs into the waiting car. We catch a glimpse of the
      MINISTER in the back.

                          SMILEY (V.O.)
                Everything is connected.

      The car drives away.


64    INT. THURSGOOD SCHOOL - CLASSROOM - DAY                      64

      A third-rate English preparatory school. The string
      orchestra practice - rows of twelve-year old boys sawing
      away at their instruments. A teacher winces as he hacks at
      the air above their heads with a ruler.
                                                                       29.



     Near the back of the class we find BILL ROACH. He's plump,
     asthmatic, the last to be chosen for everything. He looks
     out of the window.


65   EXT. THURSGOOD SCHOOL - DAY                                  65

     Roach stares out at us as the rain lashes against the
     window pane. As we watch an old blue Alvis, towing a
     battered, second hand CARAVAN, appears - reflected in the
     window - driving past.

     Roach watches, thrilled to realise he is the sole witness
     of this MYSTERIOUS NEW ARRIVAL.


66   EXT. THURSGOOD SCHOOL - PRIDEAUX'S CARAVAN - DAY             66

     We're looking down into the dip, at the DRIVER of the blue
     Alvis, setting up his caravan on bricks, in the gloom and
     rain. He's wearing a waterproof cape and hood, obscuring
     his face, giving him something of an air of mystery and
     menace. There's something odd about the way he moves,
     something about his back, as if it's been knocked out of
     true...

     The Driver rocks the caravan from side to side, loading
     bricks underneath, trying to get the thing level.

     He senses something and turns to find Roach behind him.
     Roach instinctively takes a step back from the hooded
     figure. Then, gathering his courage, he holds out his hand.

     In his palm, a MARBLE.

     LATER:

     Roach stands in the caravan, watching the MARBLE as it
     rolls backwards and forwards on the windowsill - an
     improvised spirit level. THE MARBLE comes to rest at the
     centre of the sill, a temporary equilibrium.

     Roach turns excitedly to the camera, about to call to the
     Driver, but sees something that stops him in his tracks...

     The Driver has stopped, his back to us, breathing hard,
     perhaps from the exercise or perhaps fighting down some
     pain. The wind catches at his cape and it flutters to one
     side, revealing the sweat-soaked shirt beneath. As we watch
     a DARK STAIN appears at his shoulder blade and begins to
     spread. It's BLOOD.


67   EXT. LONDON - OFF LICENSE - DAY                              67

     Through the window we see Smiley buying a bottle.
                                                                      30.



68   INT. LONDON - PADDINGTON TRAIN STATION - DAY                68

     Smiley stands at a ticket kiosk.

                         SMILEY
               Return to Oxford please.


69   EXT. CONNIE'S HOUSE - DAY                                   69

     A large dilapidated Victorian house. We hear the faint
     sound of voices and pop music coming from the garden.

     Smiley pushes open the gate, walks down the path, past over-
     grown shrubbery until he reaches the door with a bell marked
     "SACHS."

     Glancing sideways he is caught, entranced, by the sight of a
     young couple kissing in the window. They turn, suddenly aware
     of his presence and Smiley, embarrassed, continues walking
     round the house.


     SMILEY'S P.O.V.

     A group of students in togas are rehearsing a musical version
     of Lysistrata. A young woman, holding her script, is miming
     to the song `Don't' by Doris.

     An older woman wearing rather too much make-up is carrying a
     prop. This is CONNIE SACHS - former Queen of Intelligence at
     the Circus. She examines Smiley for a moment, and then breaks
     into a charming smile.


     ON SMILEY'S EXPRESSION

     This is not a social call. Connie can't keep the
     disappointment from her face.


70   INT. CONNIE'S HOUSE - DRAWING ROOM - DAY                    70

     Smiley sits in the cluttered drawing room, a plate of scones
     in front of him. Connie appears carrying a tray of tea.

                         SMILEY
                   (Of the tea)
               Oh, I brought...

     He takes the bottle of Scotch from his briefcase.

                         CONNIE SACHS
                   (eyeing it hungrily)
               Not supposed to. Doctor's orders.

     Smiley feigns surprise. Connie gives a little girl laugh.
                                                                       31.



                         CONNIE SACHS (CONT'D)
               Wicked, wicked George.

     She takes the teacup he pours with crooked arthritic
     fingers and drinks. They sit, both staring at the students
     in the garden, caught up in memories of their youth.

                         CONNIE SACHS (CONT'D)
               I miss it all so much. All my
               lovely boys.

     Smiley hesitates.

                         CONNIE SACHS (CONT'D)
               I don't know about you, George
               but I feel seriously under-
               fucked.

     They look at each other a moment. Connie's smile fades.
     She looks at him almost sorrowfully.

                         CONNIE SACHS (CONT'D)
               She doesn't deserve you, George.
               Not one hair on your head, never
               did...


71   INT. CONNIE'S HOUSE - DAY                                    71

     Smiley and Connie sit in a dirty, disordered room, Connie
     on her way to being drunk. As she finishes her glass Smiley
     fills it.

                         SMILEY
               You left the Circus shortly after
               I retired...

                         CONNIE SACHS
               I didn't leave. I was dismissed.
               Chucked out on the rubbish heap.
               (Beat) Like you.

                            SMILEY
                      (Ignoring this)
               Why?

     She shrugs, petulant, takes a drink.

                         CONNIE SACHS
               "Lost my sense of proportion."
               That's what that personnel cow
               said. Wouldn't let go of a bone.

                         SMILEY
               Which bone?

                            CONNIE SACHS
               Polyakov.
                                                                     32.



     Smiley nods, a look of boredom settling on his face - A
     SURE SIGN OF INTEREST.

                            SMILEY
               Polyakov.

                         CONNIE SACHS
               Cultural Attaché Polyakov.

                         SMILEY
               Stationed where?

                         CONNIE SACHS
               Here. London. Turned up in sixty
               five. And I had a feeling, as
               soon as I laid eyes on him. But
               that little swine Toby Esterhase
               told me I was seeing Spies under
               the bed.

                         SMILEY
               Esterhase said that?

                         CONNIE SACHS
               He had him graded Persil. Whiter
               than white. And that was that.

                         SMILEY
               But you disagreed?

                         CONNIE SACHS
               Pretty Polly? Very military
               bearing for someone who's never
               supposed to have been in the
               army. But, he was good. Went to
               Embassy functions, lectures. I
               love a man who lives his cover.
               Never put a foot wrong.

                            SMILEY
                   (Beat)
               Never?

     She can't help but smile.

                         CONNIE SACHS
                   (As if summoning him)
               Pretty Polly. Pretty Polly...


72   INT. CIRCUS - RESEARCH - EVENING - PAST                    72

     Connie is working late. She sits in front of a Steenbeck
     flatbed editing table, she's chain-smoking, unkempt, but
     completely focused on the moving images on the screen.
                                                                33.



                    CONNIE SACHS (V.O.)
          ... the busiest culture vulture
          that Embassy ever had.

On the walls around her are framed STILLS from the footage
she is watching: Russian Officials at ceremonies - each
picture gridded, each official labelled as Connie manages to
identify them.

                    CONNIE SACHS (CONT'D)
          For years we'd been hearing rumours
          that Karla was building a private
          army of his own, outside Moscow
          Centre. We knew he had agents
          scattered round the globe. I
          started spending time with the
          Moscow gazers combing Soviet
          bulletins and any material I could
          get.

ON SCREEN - Ancient SOVIET VETERANS stand in rows displaying
the medals on their chests.

                    CONNIE SACHS (V.O.) (CONT'D)
          Late one night in Research, I was
          trawling through some footage of
          May Day in Berlin, 1969. I saw
          something, George.

Connie slows the images down, concentrating... OFFICIALS in
suits are walking into their designated places. We see
POLYAKOV amongst them.

One of the old SOVIET VETERANS, in dress uniform, a chest
full of medals, possibly a touch senile, LOOKS at him. Just
before he is obscured by another official we see what the old
veteran does.

He salutes Polyakov.

Connie's smile of triumph is reflected on the screen. She
lights a cigarette.

                    CONNIE SACHS (V.O.) (CONT'D)
          I saw it, George.

Connie rewinds the tape and we see the salute - backwards.
And again - forwards.

                    CONNIE SACHS (V.O.) (CONT'D)
          Why would a distinguished soldier,
          four medals for gallantry, salute
          our cultural attache Polly? Unless
          Polly was a war veteran himself?
          And if he was, why hide the fact?

FROM DOORWAY - Connie sits smoking her celebratory cigarette,
at the centre of her obsession.
                                                                        34.



72A   INT. CIRCUS - RESEARCH - EVENING                            72A

      Connie is showing the footage to Alleline and Esterhase.

                          SMILEY (V.O.)
                What did you do?

                          CONNIE SACHS (V.O.)
                I went straight to Esterhase and
                Alleline. I said - "Polyakov is a
                Karla-trained Hood if ever I saw
                one. And if he's here it's because
                he's running a mole."

                          SMILEY (V.O.)
                What did they say?

      Alleline switches off the image.

                           PERCY ALLELINE
                    (Hard)
                You're to leave Polyakov alone.
                You're becoming obsessed with him.

      He glances at Esterhase and then back to Connie, eyes cold.

                          PERCY ALLELINE (CONT'D)
                You're losing your sense of
                proportion, Connie. Perhaps it's
                time you went out into the real
                world.


73    OMITTED                                                     73


74    OMITTED                                                     74


75    INT. CONNIE'S HOUSE - DAY - PRESENT                         75

      Connie sits on her bed, with Smiley, drunk now, eyes wet.

                          CONNIE SACHS
                Hate the real world. (Beat) What
                does it matter? Old Circus is
                gone anyway, apart from Bill
                Haydon. Better off out of it.
                (Beat)I know you never liked him.

                          SMILEY
                    (Sharply)
                What nonsense. What on earth
                makes you say that?

                          CONNIE SACHS
                    (Surprised)
                I don't know.
                                                                       35.



     She turns to the shoe box beside her, takes out a
     PHOTOGRAPH.

                         CONNIE SACHS (CONT'D)
               Here we are. The Nursery in our
               day.

     She shows him the photograph - a young Connie in Wren
     uniform, young men in cricket whites on a mown lawn. More
     senior figures stand behind.

                         CONNIE SACHS (CONT'D)
               There's Control himself, you
               behind him, as usual...

     A younger bespectacled Smiley, lost amongst his more
     glamorous colleagues. She traces other faces with a crooked
     finger.

                         CONNIE SACHS (CONT'D)
                   (Fondly)
               Jim Prideaux... and Bill Haydon.
               Together of course. The
               Inseparables. All my boys. That
               was a good time, George.

                         SMILEY
                   (Chiding)
               It was the war, Connie.

                         CONNIE SACHS
               A real war. Englishmen could be
               proud then.

     She stares at the photograph with a sad smile.

                         CONNIE SACHS (CONT'D)
               I was right, then? About
               Polyakov. There's a mole?

     Smiley doesn't answer, stands up to go.

                         CONNIE SACHS (CONT'D)
               If it's bad, don't come back. I
               want to remember you all as you
               were.


76   EXT. SAFE HOUSE - NIGHT                                      76

     The house we saw in the title sequence. The air duct opens
     on the front of the house, spilling out its star-shape of
     light.

     After a moment Polyakov walks up to the door and knocks. We
     hear the dog barking...
                                                                       36.



77   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                       77

     Mrs McCraig opens the door for him and he passes her with a
     smile, heading upstairs.

     We TRACK with Mrs McCraig as she walks back to her pantry,
     opens a cupboard to reveal a huge reel to reel TAPE
     RECORDER. With ancient fingers she presses down the clunky
     record button and the spools begin to revolve.

                         POLYAKOV (O.S.)
                   (In Russian)
               ... The Priest is surprised to
               see General Secretary
               Krushchev...


78   INT. SAFE HOUSE - MEETING ROOM - NIGHT                       78

     As we saw it in the titles. The Mystery Man sits at the
     table holding up pages of a document for Polyakov who is
     photographing them as he talks, the camera giving a
     satisfying CLICK and WHIR with each shot.

                         POLYAKOV
               ... He says "Father, father, I've
               just had sex with two 17 year old
               girls." The Priest says "That's
               quite a sin, but you're an
               Atheist, General Secretary..."

     HIGH ANGLE - the dusty candelabra above their heads, and
     the tint MICROPHONE, nestled beside one of the bulbs.

                         POLYAKOV (CONT'D)
               "... why are you telling me?"


79   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                       79

     ... spools churning silently.

                         POLYAKOV (O.S.)
               ... Krushchev says "I'm seventy-
               seven, I'm telling everyone."

     We hear his chuckle and the continued CLICK WHIR of the
     camera.


80   INT. HOTEL ISLAY - SMILEY'S ROOM - NIGHT                     80

     Smiley sits at his desk staring at the CHESS SET laid out
     before him. One of the pieces has had the photograph of
     POLYAKOV added to it.
                                                                      37.



     He begins to register the faint noises around him...
     Pigeons on the ledge outside the window, the television
     mast creaking on the roof above him...

     He hears footsteps approaching down the corridor and stop
     outside his room. He crosses to the door and opens it and
     finds CONTROL waiting for him.

                         CONTROL
               Step into my lair.

     And in an instant we are in...


81   INT. CIRCUS - CONFERENCE ROOM - DAY - PAST                  81

     Control is at the HEAD OF THE TABLE. Ranged against him are
     PERCY ALLELINE, ROY BLAND and TOBY ESTERHASE- all a little
     nervous. BILL HAYDON sits to the side, feet up. Smiley
     joins them without his spectacles. Control throws him a
     FILE.

                         CONTROL
                   (To Smiley)
               Sit down and take a look at this
               nonsense.

     Smiley sits down and begins to read.

                         CONTROL (CONT'D)
               Report by Soviet High Command on
               their recent naval exercises in
               the Black Sea. Just what the
               Admiralty have been begging us
               for some information on.

                         SMILEY
                   (Engrossed)
               Where did you get it?

                         CONTROL
               I didn't. Percy and his little
               cabal walked in with it.

                          TOBY ESTERHASE
                   (Protesting "cabal")
               Control...

                         CONTROL
               Shut up, Esterhase.

     Control waves him down. Smiley considers the report
     dispassionately.

                         SMILEY
               If it's genuine it's gold-dust.
               (Beat) But its topicality makes
               it suspect.
                                                             38.



Control turns to Alleline, with a mocking smile.

                    CONTROL
          Smiley is suspicious, Percy.
          Smells a fake.

                    SMILEY
          Where does it come from? What's
          the access?

                    CONTROL
          Percy doesn't feel like telling.

Percy packs his pipe, enjoys the moment - the young lion
challenging the old.

                    PERCY ALLELINE
          A new secret source of mine.

                    SMILEY
          But how could he possibly have
          access to...?

                    PERCY ALLELINE
          He has access to the most
          sensitive levels of policy
          making.

Smiley stares at him, staggered. If it's true, this is the
jackpot. Alleline enjoys his amazement, he leans over -
points with bureaucratic pride to the FLAMES on the LETTER
HEAD.

                    PERCY ALLELINE (CONT'D)
          We have named the operation
          "Witchcraft."

                      SMILEY
                (Faintly)
          We?

                    CONTROL
          Percy and his pals have bypassed
          us, Smiley. Gone straight to the
          Minister. Everyone's very
          excited. Percy's to be allowed to
          keep the identity of his new
          friend top secret.

                    PERCY ALLELINE
          The Minister agrees with me that
          too many secrets are blown around
          here. Too much failure, too many
          scandals, too little solid
          intelligence!

Control is still smiling but only now do we realise he is
almost shaking with fury.
                                                             39.



                    CONTROL
          Luckily Percy's cabal has come to
          save us.

                    PERCY ALLELINE
              (Bulldozing on)
          It's all office politics here.

                    ROY BLAND
          Percy does have a point, Control.
          We should be fighting communism,
          not each other.

                    PERCY ALLELINE
          Meanwhile we're losing our
          reputation, our partners...

                    CONTROL
          Your bloody Yanks!

                    PERCY ALLELINE
              (Shouting)
          And we've had enough! There's
          going to be changes, Smiley!
          Changes.

Toby Esterhase finds his moment.

                    TOBY ESTERHASE
          We need to decide if we're part
          of the past, or part of the
          future.

                     CONTROL
              (Contemptuous)
          I should have left you where I
          found you.

                    ROY BLAND
          Control, if we could all just...

                    CONTROL
          OUT! ALL OF YOU!

Alleline, Bland and Esterhase leave. For a moment it looks
as if Haydon will stay, but then he stands up, shaking his
head and saunters out.

                    SMILEY
              (Cautiously)
          If Witchcraft is genuine...

Now the others have left, Control seems to sag under the
weight of some unnamed fear. He turns a haggard face to
Smiley.

                    CONTROL
          I don't trust miracles.
                                                                       40.



     We hear a KNOCKING and find ourselves back in...


82   INT. HOTEL ISLAY - SMILEY'S ROOM - DAY - PRESENT             82

     Mendel holds two mugs of tea in one hand, gives the agreed
     knock at Smiley's door again. After a moment a bleary
     Smiley opens the door and lets him in.


83   INT. HOTEL ISLAY - SMILEY'S ROOM - DAY                       83

     Mendel passes him the tea, takes in the desk piled high
     with papers.

                          MENDEL
                   (Of the tea)
               Courtesy of Mrs P. You been up
               all night?

     Smiley sits down wearily, sips his tea.

                           SMILEY
               Yes.

     Mendel notices one SLIP OF PAPER, sitting alone on the
     opposite side of the desk.

                         MENDEL
               What's that?

                         SMILEY
               Request for a thousand pound's in
               cash from the reptile fund.

                           MENDEL
               What for?

                         SMILEY
               For a Mister Ellis.

                         MENDEL
               Who's Ellis?

     Smiley leans back, rubs his tired eyes.

                         SMILEY
               It was one of Jim Prideaux's work
               names.

                         MENDEL
               What's so strange about that
               then?

                         SMILEY
               The date. Prideaux was killed in
               Hungary a year ago. October
               twenty first. So why was
                         (MORE)
                                                                       41.

                         SMILEY (CONT'D)
               someone giving him a thousand
               pounds two months later?

     He takes another sip of tea, gazes at Mendel thoughtfully.


84   EXT. THURSGOOD SCHOOL - PLAYING FIELDS - DAY                 84

     Prideaux is running around the track, pounding along with his
     odd, loping stride. A group of BOYS watch him pass. One -
     SPIKELEY - mimics the run to the amusement of the others.


85   INT. THURSGOOD SCHOOL - CLASSROOM - DAY                      85

     A fire burns in the little grate.

     ROACH sits near the back of the class. The BOY behind slaps
     the back of his neck with a ruler. Roach flinches but
     doesn't say anything. The Boy does it again.

     Prideaux drops a pile of books onto the desk of a boy -
     SPIKELY.

                         PRIDEAUX
               Hand those out.

     He crosses to the board begins to write on it - JE
     M'APPELLE MONSIEUR ELL...

     Behind him Spikely hands out the books, continuing to walk
     like a HUNCHBACK.

     The class snigger. Prideaux hears but doesn't turn,
     continues writing.

     Then from the CHIMNEY comes an unnerving SCRABBLING sound.
     A little soot falls...

     The sniggering fades out as all eyes turn nervously to the
     fire... what is that noise?

     Then, with a terrifying SCREECH, an OWL drops down into the
     grate, thrashes in the flames before flapping out into the
     class, its wings now ON FIRE, shrieking hideously, headed
     straight for Spikely who stands frozen in shock as the bird
     swoops towards his face.

     Then...

     ... somehow, Prideaux is THERE and grabs the burning bird
     from the air and in a second has it folded in on itself,
     NECK SNAPPED, and strides out of the room with it.

     The boys stare after their new teacher in SHOCKED SILENCE.
                                                                       42.



86   EXT. THURSGOOD SCHOOL - PRIDEAUX'S CARAVAN - DAY             86

     Roach is hiding, spying down on the caravan below, where
     Prideaux sits in the doorway, massaging his raised
     shoulder, and drinking something from a green beaker.

                         PRIDEAUX
                   (After a moment)
               Come down here.

     Frightened, Roach obeys, sliding down the dip to him.
     Prideaux examines him fiercely. Finally his face relaxes a
     little.

                         PRIDEAUX (CONT'D)
                   (Identifying him)
               Boy with the marble.

                          ROACH
               Yes sir.

                         PRIDEAUX
               Gave me a turn up there, parked
               on the horizon. Thought you were
               a Juju man. What's your name?

                         BILL ROACH
               Sir, Roach, sir. Bill. I'm a new
               boy.

                         PRIDEAUX
               New arrival, eh? Middle of year?
               What's the story?

     Roach hesitates.

                         BILL ROACH
                   (Blushing)
               My mother and father... my
               father's left, so...

     He doesn't know how to explain his misery any further.
     Prideaux pretends not to notice.

                         PRIDEAUX
               Bill? The unpaid Bill. Anyone
               ever call you that?

                          BILL ROACH
               No sir.

                         PRIDEAUX
               Known a lot of Bills. They've all
               been good `uns. What you good at?

     Roach tries desperately to think of something.
                                                                       43.



                         BILL ROACH
               Nothing sir.

     The boy's eyes start to MIST UP. Prideaux looks down,
     busies himself with brushing at something on his shirt.

                         PRIDEAUX
               You're a good watcher though eh?
               Us loners always are. No one else
               spotted me when I turned up here.
               Best watcher in the unit,
               Bill Roach is, I'll bet. Long as
               he's got his specs on. Right?

                         BILL ROACH
                   (Gratefully)
               Yes sir.

     Prideaux finishes his drink, nods to Roach.

                         PRIDEAUX
               Free period, isn't it? Don't
               waste it down here.

     Roach sets off up the dip. He looks back and sees Prideaux
     has walked into the caravan and stands with his back to
     him, rubbing his aching shoulder.


87   EXT. SMILEY'S HOUSE - DAY                                    87

     Smiley walks up to the steps of his home, stops, examining
     the door, his absent-minded air hardening into something
     more ALERT. He scans the step and stoops to pick something
     up. A WEDGE.


88   INT. SMILEY'S HOUSE - DAY                                    88

     Smiley walks into the hallway senses alert. He pads towards
     the drawing room, wipes sweat from his hands on his
     trousers, steels himself. Is it finally Them, come for him?
     He walks in and finds...


89   INT. SMILEY'S HOUSE - DAY                                    89

     RICKI TARR sits smoking in the darkness, the knife on his
     lap.

                         RICKI TARR
               Hello Mister Smiley. You remember
               me.

                         SMILEY
               Hello, Ricki.

     He tosses the wedge onto the table.
                                                             44.



                    SMILEY (CONT'D)
          You missed a wedge.

                    RICKI TARR
          Losing my touch.

Smiley watches him closely, very aware of the knife. Tarr
rubs his beard.

                    RICKI TARR (CONT'D)
          I know what I must look like. Rip
          Van Winkle. Feel like him. I
          could sleep for a year. Two
          years.

                    SMILEY
          Where've you been, Ricki?

                    RICKI TARR
          Here, there. Run out of places
          now. They're gonna kill me.

                    SMILEY
          Who is?

                    RICKI TARR
          Your lot. Or their lot. Whoever
          gets me first. I'm innocent, by
          the way. Within reason. (Beat)
          You going to find him then? The
          Mole?

Smiley crosses to another chair. As he does so he's
scanning the room - automatically noting the changes - the
remains of a meal on a table...

                    SMILEY
          I'm going to try. How long have
          you been here?

                    RICKI TARR
          Few days. Needed somewhere to
          hide.

Smiley notices the pile of letters for his wife Ann -
they've been disturbed.

                    RICKI TARR (CONT'D)
              (Following his gaze)
          Old habits.

Smiley fights down his anger.

                    SMILEY
          I wouldn't use my home as a safe
          house. There's every chance
          they're watching it.
                                                                        45.



                          RICKI TARR
                Calculated risk Mister Smiley. I
                wanted to see you, figured you'd
                turn up here sooner or later.

                          SMILEY
                What do you want Ricki?

                          RICKI TARR
                There's a woman. I want you to
                trade for her. Get her back from
                Karla.

                          SMILEY
                What woman?

      Tarr finishes his cigarette, lights another.

                          RICKI TARR
                Her name's Irina.


90    EXT. ISTANBUL - AIRPORT - DAY - PAST                         90

      Ricki Tarr emerges blinking into the white sunshine.
      Groomed, smart, that same restless energy. A car pulls up
      across the road TUFTY THESINGER - a boiled-looking British
      spy, not over-bright, signals to him. Tarr pulls his shades
      down and saunters over to his ride.

                          RICKI TARR (O.S.)
                I met her in Istanbul. They'd
                found some Russian trade
                delegate, name of Boris. He was
                spending high and wide in the
                nightclubs and some idiot thought
                we could turn him.

      Tarr opens the back seat and gets in. Tufty's slightly
      foolish smile slips a little.


90A   INT. ISTANBUL - TARR'S APARTMENT - ENTRANCE LOBBY - DAY    90A

      Tarr enters, followed by Tufty carrying one of his bags.


91    INT. ISTANBUL - TARR'S APARTMENT - NIGHT                     91

      Nineteenth century European grandeur. But the apartment
      we're in is deserted and in a state of disrepair. Tarr
      stands at tripod mounted BINOCULARS set back from the
      window, idly playing with a knife with a distinctive white
      BONE handle.
                                                                       46.



92   EXT. ISTANBUL - IRINA'S HOTEL - NIGHT                        92

     TARR'S P.O.V. - the HOTEL opposite - a Brutalist concrete
     slab, the rooms have floor to ceiling windows. In the
     bedroom a heavy set man - BORIS - is having sex with a
     MAID.

                         RICKI TARR (V.O.)
               I took one look and saw that he
               was a hood, Moscow trained.

     We TRACK to one side, and see the "drawing room" of the
     hotel suite, where Boris' two MINDERS, SERGEI and IVAN,
     wait, smirking at the sounds coming from the bedroom.

                         RICKI TARR (V.O.) (CONT'D)
               Probably coat trailing, trying to
               draw one of our men out into the
               open.

     We TRACK further along again and see the CORRIDOR outside
     the hotel room, where a YOUNG WOMAN has just arrived. This
     is IRINA.

                         RICKI TARR (V.O.) (CONT'D)
               He had a wife with him. Common-
               law.

     Irina opens the door and walks into the drawing room, where
     the Minders stare fixedly at the floor, trying not to
     laugh. She walks on past and into the bedroom. The Maid
     jumps out of the bed, grabs her clothes and flees. Boris
     lies, unconcerned, reaches for his cigarettes.

     Irina walks past him and we track with her as she enters a
     BATHROOM. The glass window here is two-thirds frosted and
     we lose her as she bends over a basin.

     Something about her has caught Tarr's attention and he
     leaves the binoculars, walking closer to the window.

     Suddenly IRINA straightens up, her head above the frosted
     glass and stares straight at us...


93   EXT. ISTANBUL - TARR'S APARTMENT - NIGHT                     93

     HER P.O.V. -

     RICKI TARR standing at the window opposite, knowing he
     should turn away, but somehow snagged by that look.

     A moment between the two. Then a car sweeps past on the
     road below and there's a flash of light behind Ricki's head
     - the headlights reflected in the lenses of the now visible
     BINOCULARS. Irina absorbs this. Above everything else,
     anger at her humiliation being observed.
                                                                        47.



94    EXT. ISTANBUL - IRINA'S HOTEL - NIGHT                        94

      RICKI TARR'S P.O.V.

      As Irina walks back out of the bathroom, picks up a vase
      and hurls it at Boris, just missing him. He stubs out his
      cigarette and calmly climbs out of the bed. As we watch he
      draws the curtains along the length of the room, obscuring
      our view. Seconds later the curtains billow as Irina is
      thrown against them. We watch as her shape is rolled along
      the window by the force of Boris' blows. Finally the
      billowing fabric settles. Moments later Boris opens the
      curtains again and starts to dress. Irina lies on the bed.


94A   EXT. ISTANBUL - IRINA'S HOTEL - NIGHT                      94A

      RICKI'S P.O.V.

      Ricki watches the street below as Boris, Sergei and Ivan
      exit the hotel, head for a night out.

      Tarr pulls on his own jacket, grabs his knife.


95    OMITTED                                                      95


96    EXT. ISTANBUL - NIGHT                                        96

      IRINA'S P.O.V. - Her husband and the Minders are heading
      for a row of gaudy nightclubs. And someway behind him,
      Ricki Tarr, trailing.

      She exhales a breath on the glass.


96A   EXT. ISTANBUL - NIGHT CLUB - NIGHT                         96A

      Tarr approaches the night club, glancing around quickly
      before slipping inside.


97    INT. ISTANBUL - NIGHT CLUB - NIGHT                           97

      Ricki Tarr enters. He scans the room for Boris, spotting
      Tufty Thesinger at a table. He crosses towards him,
      watching as Boris and the two minders are entertained by
      the clubs hostesses.

      Boris calls for more drinks, clutching a bundle of
      currency.

                          TUFTY THESINGER
                    (grinning)
                This is going to be a long night.
                                                                        48.



                          RICKI TARR
                You baby-sit this one.

      Ricki walks towards us.


98    INT. ISTANBUL - IRINA'S HOTEL - NIGHT                        98

      Irina answers the door and finds Ricki Tarr outside.

                          RICKI TARR
                Your bloke's a bit of a bastard.
                (Beat) Just wanted to check you
                were alright.

      She stares at him.

                          RICKI TARR (V.O.) (CONT'D)
                There was something about her.


99    OMITTED                                                      99


100   INT. SMILEY'S HOUSE - DAY - PRESENT                         100

      Tarr exhales smoke. Smiley studies him.

                          SMILEY
                You were due to fly home the next
                day. What did you tell London?

                          RICKI TARR
                Nothing. Didn't have anything to
                tell yet. But... I could sense it
                in her.

                          SMILEY
                Sense what?

                            RICKI TARR
                A secret.


101   INT. ISTANBUL - GARAGE - DAY - PAST                         101

      Ricki Tarr is talking to a man. A sports car lies under a
      sheet. The deal concluded, the man pulls back the sheet to
      reveal the car.


102   EXT. ISTANBUL - DOCKS - DAY                                 102

      Irina is driving, exhilarated, free. Ricki Tarr is on the
      back seat, sleeping.
                                                                         49.



103    INT. ISTANBUL - WORKERS CANTEEN - DAY                       103

       A workers canteen on the Bosphorus. Tarr and Irina sit
       drinking wine, talking.

                           RICKI TARR (V.O.)
                 I played the businessman, Michael
                 Trench. A Holiday Romance. Thought
                 I'd take my time with it...

       Tarr gently traces a bruise on Irina's arm.

                           RICKI TARR (V.O.) (CONT'D)
                 But second date she made this open
                 play...

       We see a growing attraction between them.

       Irina and Tarr laughing, flirting. They move closer to one
       another.

       Tarr feels he is the master of this situation.

       Suddenly Irina withdraws. She stares at him.

                           IRINA
                 I know what you are.

       A long beat. Tarr waits her out.

                           IRINA (CONT'D)
                 I would like to talk to your boss
                 Control. I have something to trade.
                 Something big. I want a new life in
                 the West.

       Tarr desperately tries to stay looking calm.

                           IRINA (CONT'D)
                 That is the deal. You tell them.


103A   INT. SMILEY'S HOUSE - EVENING - PRESENT                  103A

       Smiley sits with his hooded, bored look, examining everything
       carefully.

                           SMILEY
                 What made you so sure she wasn't
                 coat-trailing?

                           RICKI TARR
                 We've all got our strengths. And
                 weaknesses.

       He flicks a look at the pile of Ann's letter, an insolent
       smile.
                                                                      50.



                          RICKI TARR (CONT'D)
                Me, I know women. She said she had
                a secret. The mother of all
                secrets. Said she'd only tell
                Control. She wanted to trade. New
                life for her and her kids.

                          SMILEY
                She had children in Russia?

                          RICKI TARR
                That's why they let her and Boris
                out. So, I said I'd tell the
                Circus.

                           SMILEY
                    (Beat)
                But you didn't?

      Tarr's smile fades.


104   OMITTED                                                   104


105   INT. ISTANBUL - TARR'S APARTMENT - DAY - PAST             105

      Irina prowls the room.

                          RICKI TARR (V.O.)
                Wanted to find out more first. So,
                I waited her out.

      Tarr lounges by a window, smoking.

                          RICKI TARR (CONT'D)
                    (Shrugging)
                You can't expect them to jump at
                every offer of service.(Beat.
                Carefully) If they had more
                information...

      Irina doesn't answer, paces. Tarr lets his face harden.

                          RICKI TARR (CONT'D)
                Well, if you won't tell me more,
                there's nothing I can do.

      She stares at him.

                          IRINA
                If I tell you, I'm putting my
                life in your hands. The lives of
                my children? Do you understand?

      She walks slowly towards him, bends over, begins to whisper
      in his ear.
                                                                        51.



106   INT. ISTANBUL - TARR'S APARTMENT - NIGHT                    106

      The two make love, passionate, Irina trying to bind him to
      her. Tarr responds, excited by her, now that she needs him.
      We intercut their intense love-making with...


107   INT. ISTANBUL - NIGHT CLUB - NIGHT                          107

      A drunk Boris groping a very young hostess on a dance
      floor, his shirt undone. He starts to strip the girl of her
      uniform, amused by her efforts to keep her clothes on. The
      two minders clap in time to the music, encouraging him.
      Boris grabs the girl by the hair, biting her neck,
      laughing, eyes glazed with drink, barely able to stand...
      The inane music blares on...


108   INT. ISTANBUL - TARR'S APARTMENT - NIGHT                    108

      Silence. Tarr and Irina stare at each other. A long beat.

                          IRINA
                    (tenderly)
                Promise me you'll be careful. No
                details to the Circus. Not until
                we're safe.

                           RICKI TARR
                    (genuine)
                I promise.


109   EXT. ISTANBUL - DAY                                         109

      Tarr threads his way through the crowds of evening shoppers
      and tourists, holding in his head the BIGGEST SECRET of his
      career. There's something new on his face - AMBITION.


110   EXT. ISTANBUL - IMPORT/EXPORT OFFICE - EVENING              110

      We're gliding above the respectable front of a Business
      OFFICE, through the RECEPTION - which maintains the cover
      story of an Import/Export outfit...

      ...over a back-room and through a STEEL DOOR to the CYPHER
      ROOM beyond where we find a drunk TUFTY THESINGER watching
      Tarr send a CODED MESSAGE.

                          TUFTY THESINGER
                You were supposed to have gone.
                London stations's been on to me.
                They want to know what the hell
                you're doing.
                                                                      52.



                          RICKI TARR
                    (without turning)
                Fuck off.


111   INT. SMILEY'S HOUSE - NIGHT - PRESENT                     111

      Smiley takes off his glasses and wipes them.

                          SMILEY
                And what did your message say,
                Ricki?

                          RICKI TARR
                Just that I had a Moscow Centre
                trained hood wanting to defect.

                             SMILEY
                What else?

      Tarr looks at him. For the first time there's something
      else behind his smile.

                          SMILEY (CONT'D)
                I understand how you felt. You
                wanted to do something.

                          RICKI TARR
                I know what I am to the Circus.
                One of the scalp-hunters. Someone
                to give the dirty jobs to. I
                wanted to bring this one in
                myself.

                          SMILEY
                Yes. I quite see that.

                          RICKI TARR
                I said that she claimed to have
                information crucial to the well-
                being of the Circus.

                          SMILEY (O.S)
                And what else?

                          RICKI TARR
                That she had information
                concerning a Double Agent.

      He colours.

                          RICKI TARR (CONT'D)
                I was just trying to... to get
                the proper attention. (Beat) And
                I told them to tell Mister
                Guillam that this was the reason
                I hadn't come home, not because
                I'd defected or anything.
                                                                        53.



                          SMILEY
                What happened next Ricki?

                          RICKI TARR
                I waited for a reply.


112   INT. ISTANBUL - IMPORT/EXPORT OFFICE - NIGHT - PAST         112

      A tense Tarr sits waiting for a reply. It's dark outside.
      Thesinger is asleep at his desk. The TICKER MACHINE begins
      to rattle into life. Tarr jumps to it.

      Tarr begins to decode the in-coming message on a one-time
      pad.

      INSERT - "We read you"

                          RICKI TARR (V.O.)
                I waited hours but that was all
                they sent. It didn't make sense.
                Like they were stalling.


113   EXT. ISTANBUL - TARR'S APARTMENT - NIGHT                    113

      Tarr stands staring across at Irina's hotel balcony with
      binoculars.


114   EXT. ISTANBUL - IRINA'S HOTEL - NIGHT                       114

      BORIS stands looking straight at him. The hint of a mocking
      smile. Behind him we can just see SERGEI and IVAN sitting
      in the room.


115   INT. ISTANBUL - IRINA'S HOTEL - NIGHT                       115

      Boris turns from the balcony, exhaling smoke from a
      cigarette, the faint smile still on his lips. He looks up,
      his expression CHANGING.


116   EXT. ISTANBUL - ALLEYWAY - DAWN                             116

      Tarr bolts down an alleyway.


117   INT. ISTANBUL - IMPORT/EXPORT OFFICE - DAY                  117

      The door is ajar... a radio is playing LOUD POP MUSIC. Tarr
      pauses on the threshold, senses alert. He takes out his
      KNIFE.
                                                                        54.



118   INT. ISTANBUL - IMPORT/EXPORT OFFICE - DAY                  118

      A fan stirs the dusty air. Tarr walks in and stops. Tufty
      lies on the floor, in a pool of blood. He's been tortured,
      one eye gouged out. The other manages to convey a rather
      touching amazement at the violence worked on him. His throat
      has been slit wide open. Tarr absorbs this, looks at the
      knife in his own hand, turns and runs.


119   INT. ISTANBUL - WORKERS CANTEEN - DAY                       119

      A desperate Tarr hurries towards a phone.


120   INT. ISTANBUL - IRINA'S HOTEL - DAY                         120


      P.O.V. - BATHROOM THROUGH THE HALF-OPEN DOOR -

      Irina enters the hotel room. She stops a moment, afraid.
      Then she looks towards us.

      BATHROOM

      Irina is backing out of the room. We catch a glimpse of the
      BUTCHERED REMAINS of BORIS hanging from the shower rail, a
      garroting wire around his neck. He's been tortured, the
      shower curtain used to catch the pooling blood.

      She BACKS AWAY across the room to the door, leaving a trail
      of bloody footprints on the pale carpet.

      She turns to the door, looks out of the SPY HOLE.

      Her P.O.V. - two men, TINY DISTORTED FIGURES walking down
      the corridor towards her.

      The phone starts to RING. Irina glances at it, knowing it's
      too late for her.

      SPY-HOLE - The TWO FIGURES loom closer.


121   INT. ISTANBUL - PORT AUTHORITY - DAY                        121

      P.O.V. - Crowds of people throng the busy port.

      A paranoid Ricki watches from the back of the hall. He
      notices a child react to something - follows his gaze...

      TARR'S P.O.V. - behind glass panels - a glimpse of three men
      wheeling a gurney - a bandaged figure upon it. Just before
      the figure disappears, a hand moves a little...

      Tarr watches Irina's departure, sick with guilt.
                                                                        55.



122   OMITTED                                                     122


123   INT. SMILEY'S HOUSE - NIGHT - PRESENT                       123

      Tarr picks at a loose thread on his cuff, mind still back
      there.

                          RICKI TARR
                They put her on a ship. That's
                all I know. I've done a lot of
                things Mister Smiley, but... I
                don't know why... I keep thinking
                about her. (Beat)

      He smiles, almost bewildered by his own feelings.

                          RICKI TARR (CONT'D)
                She wasn't even my type. (Beat)
                I want to get her out. I owe her
                that.

      He stands up abruptly, heading for the door.

                          SMILEY
                Where are you going Ricki? You
                said yourself, Karla will be
                looking for you. I can take you
                somewhere. Keep you safe.

      Tarr's face twists with mirth.

                          RICKI TARR
                Who's going to keep you safe?


124   INT. CIRCUS - LIFT SHAFT - DAY                              124

      We are peering down the lift shaft as new secrets are
      winched towards us.


125   INT. CIRCUS - CONFERENCE ROOM - DAY                         125

      Alleline sits in his baronial chair, alone in the room. He
      looks what he is. A man who knows he's OUT OF HIS DEPTH.

      Across from him the SAFE stands, an almost malignant
      presence.

      Alleline stares at it, a light film of sweat on his
      forehead.


126   INT. SQUASH CLUB - EVENING                                  126

      A dark warren of corridors and glassed SQUASH COURTS
      somewhere under-ground.
                                                                        56.



      Alleline walks along the courts, new racquet in hand,
      uncomfortable in his too- tight white shorts. He reaches a
      court. Inside LACON and the MINISTER are playing a furious
      game of squash.


127   INT. SQUASH CLUB - EVENING                                  127

      The three men stand talking within the transparent cube of
      the court. Lacon and the Minister are still sweating from
      their game. The Minister is smoking.

                          OLIVER LACON
                Percy has always resisted
                suggestions of wider exploitation
                of Witchcraft's intelligence.

                          MINISTER
                Drop the bloody jargon, Lacon.

                          PERCY ALLELINE
                I've refused to share Witchcraft
                with our allies, so far,
                Minister.

                          MINISTER
                Greedy boy.

                          PERCY ALLELINE
                My goal has been to establish his
                track record beyond all doubt. I
                think the time has come to
                approach our American brothers-in-
                arms.

      The Minister considers this with some excitement, takes a
      drag on his cigarette.

                          MINISTER
                You think they'll take us back
                into bed?

                          PERCY ALLELINE
                I'm not interested in a one-off
                trade. I want on-going access to
                American intelligence.

      This stops the Minister. He turns to face Alleline.

                          MINISTER
                Do you think we can get it?

      Alleline senses he has just risen several rungs. He slashes
      inexpertly with his racquet.
                                                                       57.



                          PERCY ALLELINE
                With Witchcraft on our side, I
                think we can get anything we
                bloody-well want.


128   EXT. HAMPSTEAD PONDS - DAY                                 128

      Smiley swims in the placid water. We hear music. The tinkle
      of glasses from a happy Christmas party...

                          CONTROL (O.S.)
                    (mock out-rage)
                Percy?


129   INT. CIRCUS - FIFTH FLOOR PARTY - NIGHT - PAST             129

      - And we are back in the Circus.

      We find Control - arm outstretched, finger pointing.

                          CONTROL
                Percy. Did you do this?

      A Christmas Party of the past. Control, at the height of
      his powers, a punch glass in hand. Noise and music: the
      normally earnest atmosphere of the Circus released in an
      unexpectedly boisterous gathering.

                          CONTROL (CONT'D)
                You penny pinching Scot. Can you
                not take a bloody order. No one
                is to tamper with the recipe.
                It's going to take us five hours
                to get drunk on this piss water.

      Alleline tries to smile.

                          PERCY ALLELINE
                I followed the recipe.

      He glances nervously at his wife, a vivacious alcoholic,
      just beginning to make a show of herself. She puts a CROWN-
      SHAPED party hat from the cracker onto Alleline's head. He
      brushes it off, anxious not to appear the fool.

                          PERCY ALLELINE (CONT'D)
                    (Muttering)
                For God's sake Mary...

      BILL HAYDON, wearing a crown from the cracker at a rakish
      angle, appears in the nick of time, leads Alleline's wife out
      for a dance, teasing the sullenness from her. They're good
      dancers. Alleline relieved, crisis averted.
                                                                         58.



129A   INT. CIRCUS - FIFTH FLOOR PARTY - NIGHT                    129A

       We find Smiley trapped in a conversation with an earnestly
       drunk deb. Control raises his arm above the melee. He's
       still at the punch bowl.

                           CONTROL
                 Smiley? Where's Ann? Get me a
                 lady of taste? Ann will sort it
                 out.

                           SMILEY
                     (grateful to get away
                      from the deb)
                 I'll go find her.

       Smiley threads his way through the party, walking amongst
       his colleagues, enjoying himself... Jerry Westerby and
       Connie Sachs are arm in arm, singing along to a song - "The
       Second Worst Spy in the World." They link Smiley to them
       for a verse, others joining in around them. The song segues
       into the Russian National Anthem. The crowd sing lustily,
       many of them Russian-speaking, enjoying the chance to sing
       with vigour.

       Smiley walks on. Behind him the song ends to be replaced by
       the CHARLIE RICH song we heard earlier.

       His P.O.V. -

       - One of the larger Mothers doubled up with laughter,
       pulling a cracker with a flushed TOBY ESTERHASE, hopelessly
       outweighed, but competitive to the finish.

        - ROY BLAND with his plain wife, eyeing one of the pretty
       debs as she dances by. A mother takes Smiley by the hand
       and leads him briefly into the dance. Smiley takes a turn
       with her, and extricates himself. Still smiling...


130    INT. CIRCUS - FIFTH FLOOR PARTY - CORRIDOR - NIGHT          130

       ... he walks down a dark corridor, the noise of the party
       fading away behind him.

       He stops seeing something in the shadows of an office. For
       a moment he doesn't understand what he's seen.

       REVERSE

       Two shapes locked in an embrace.

       Smiley stands, nakedly absorbing the body blow. Then he
       turns and walks back to the heat and noise of the party.
                                                                        59.



131   EXT. HAMPSTEAD PONDS - DAY - PRESENT                        131

      Smiley and Guillam sit on a bench. Smiley has his towel,
      hair wet from his swim.

                          PETER GUILLAM
                You look tired.

      Smiley considers telling Guillam about Tarr's visit, but an
      instinct for secrecy wins out.

                          SMILEY
                Yes. I didn't sleep well. (Beat)
                I want you to get something for
                me, Peter. I need the duty
                officer's log book for last
                November. I'm sorry, but I'm
                going to have to send you up a
                floor, into the Lion's den.
                (Beat) If you have the slightest
                reservation...

                          PETER GUILLAM
                Is feeling sick to your stomach a
                slight reservation?

                          SMILEY
                If you're caught, Peter, you
                can't mention me. I'm sorry, but
                you're alone.

      Guillam nods. He gets up and walks quickly away. After a
      moment a MAN rises from a nearby bench and saunters over.
      It's Mendel.

                          MENDEL
                You're clean. Nothing on your
                back. Nothing on your conscience.


132   EXT. CIRCUS - MORNING                                       132

      A LORRY roars past, wiping frame and revealing Guillam
      arriving at the circus, carrying his briefcase. He springs
      up the four steps.


133   INT. CIRCUS - GROUND-FLOOR LOBBY - DAY                      133

      Guillam is at the security gate at the dingy lobby. The
      security guard, Bryant, steps from his box. Beyond him is
      the row of lifts.

                          BRYANT
                Mister Guillam? How's the family?
                                                              60.



                    PETER GUILLAM
          Fine, Bryant. Up to Registry
          today.

                    BRYANT
          Okay sir. Yellow one for the bag
          sir.

Bryant stamps a PINK chit and hands it to Guillam, pulling
open the lift cage. He gives him a yellow slip for the bag.

Guillam climbs inside and begins to ascend, rattlingly
slowly. As Bryant's head disappears...

                    PETER GUILLAM
          Time you oiled this thing, isn't
          it?

                    BRYANT (O.S.)
          We keep asking...

Guillam examines the chit. He wipes his hands. For the
first time we realize how NERVOUS he is.

Polished shoes appear as they reach the floor, then the
uniform trousers of a short man. A self-important JANITOR.

Guillam steps out and the Janitor checks Guillam's pink and
yellow chit and motions him through a turnstile. Then he
stops him short. He gestures for Guillam to raise his arms.

                    PETER GUILLAM
          You're kidding?

                       JANITOR PETE
          New rules.

Guillam is briskly frisked.

                    PETER GUILLAM
          Mind the jewels.

                    JANITOR PETE
          Pen and watch sir.

He holds up a box and Guillam hands him his fountain pen
and watch.

The search over Guillam sets off down the corridor,
unnerved by the task ahead - betraying his own kind.

                    BILL HAYDON (O.S.)
          What the hell are you doing up
          here?

Guillam freezes. Then he turns. It's Bill Haydon standing
in a doorway, frowning at him over his spectacles. A
moment.
                                                                       61.



                          PETER GUILLAM
                You don't look pleased to see me,
                Bill?

                          BILL HAYDON
                Why would I be? You bloody
                pariah.

      Then Bill grins, the grin transforming his face. Guillam
      smiles back, relief mixing with real warmth.

                          BILL HAYDON (CONT'D)
                We like the Scalp-hunters to know
                their place. On the second floor.

                          PETER GUILLAM
                Doing some research. Makes a
                change from sitting on my arse.

                          BILL HAYDON
                Heard it was quiet down there.

                          PETER GUILLAM
                As the grave. When're you going
                to give us something to do?

                          BILL HAYDON
                Haven't you heard? Technology's
                the future. No need for you apes
                anymore. I can get you a posting
                to Northern Ireland if that helps
                get the blood racing.

                          PETER GUILLAM
                Thanks anyway. Stick to sitting
                on my arse.

      They've reached the end of the corridor. Haydon peels away,
      a hand raised in farewell.


134   INT. CIRCUS - READING ROOM - DAY                           134

      Guillam arrives at a counter which serves to block entry to
      the vast archive of files beyond. A Janitor appears in the
      entrance. He pushes a book towards Guillam to sign.

                          JANITOR ALWYN
                    (re: Guillam's bag)
                Want me to look after that for
                you, Mister Guillam?

                            PETER GUILLAM
                Thanks...
                                                                        62.



                           JANITOR ALWYN
                Gotta give you a chit. The
                Dolphin'll kill me if I don't.
                New Rules.

                          PETER GUILLAM
                So, chit me.

      The Janitor grins, slaps a chit on the bag, raises the
      counter and Guillam enters.


135   INT. CIRCUS - READING ROOM - DAY                            135

      A few researchers sit amongst stacks of files. Guillam is
      filling out requisition slips. Behind the desk, a woman -
      SAL - watches him.

                          SAL
                What you up to this weekend?

                          PETER GUILLAM
                    (rakish)
                Visiting aunts.

                            SAL
                I'll bet.

      She takes the flimsy's from the back of the slips and posts
      them into her desk.

                          SAL (CONT'D)
                Corridor D.

      She hands him back the top copies.

                          SAL (CONT'D)
                The two-eights are halfway on
                your right, the three-ones are
                next alcove down.


136   EXT. GARAGE - DAY                                           136

      Mendel sits in his car, watching the garage fore-court. He
      looks at his watch.


137   INT. CIRCUS - ARCHIVE - DAY                                 137

      The LIFT CAGE we saw earlier is being raised from the floor
      by a Janitor at the winch. Another janitor is removing
      files from it.

      Radiating out from the lift cage are the shelves of files
      that make up the reading room.
                                                                        63.



      We find Guillam moving along the shelves reading the
      fluorescent number cards. He takes a file out, leaving his
      green slip in the brackets provided by each file. Guillam
      looks across at his real objective...

      A row of anonymous looking files on the next aisle - the
      archived DUTY OFFICER'S LOG-BOOKS, spines bearing the year
      and month they cover.

      And in his way - a GIRL perched on a ladder, a MAN mending
      a radiator. The Man turns round and stares straight at
      Guillam. Suddenly he POINTS STRAIGHT AT HIM. For a moment
      Guillam freezes, unnerved. Then he glances over his
      shoulder and realises the Man is communicating with another
      WORKMAN behind him.

      Abruptly, Guillam walks over to the file and swaps it,
      keeping the title close to his chest. He goes back to his
      desk, a light film of sweat on his forehead.

      He sits, a pencil clamped between his teeth, waiting...
      From somewhere nearby comes the sound of a PHONE RINGING,
      then being answered. Moments later...

                          JANITOR ALWYN
                    (To Guillam)
                Telephone sir.

                          PETER GUILLAM
                    (as though distracted)
                Oh to hell, who is it?

                          JANITOR ALWYN
                Outside line, sir. Someone rough.
                The garage, I think, regarding
                your car.

      Guillam walks over to the counter, the stolen file hugged
      to his chest.

      A LOCKED BOX on a trolley is wheeled towards him and is
      opened to reveal the OUTSIDE LINE TELEPHONE.

                          PETER GUILLAM
                    (into the phone)
                Hello? (Beat) Well, damn. Can't
                you do the bloody repair?


138   EXT. GARAGE - DAY                                           138

      Mendel is using the office phone, an ELDERLY GERMAN
      MECHANIC, stands outside guarding the office door. In the
      background a POP TUNE is playing on the radio.

                          MENDEL
                Can't be done sir, you're going
                to need a new gear box.
                                                                      64.



139   INT. CIRCUS - READING ROOM - DAY                          139

      On Guillam...

                          PETER GUILLAM
                At least get on to the main
                dealers first...


140   INT. CIRCUS - MONITOR ROOM - DAY                          140

      One of the Mothers is listening routinely in on the call,
      TAPE SPOOLS revolving, recording the conversation. The POP
      TUNE plays, insidiously working its way into her head. She
      idly taps her pen along to the tune.

                          PETER GUILLAM (O.S.)
                Have you got the number?


141   INT. CIRCUS - READING ROOM - DAY                          141

                          PETER GUILLAM
                Well, hold on...

      He cups his hand over the mouthpiece...

                          PETER GUILLAM (CONT'D)
                ... Alwyn? Chuck me the bag a
                minute, will you?

      Alwyn gets Guillam's bag and brings it over to him.

                          PETER GUILLAM (CONT'D)
                Thanks.

      Alwyn goes back to his post. Guillam, still hugging the
      phone, takes out a BEIGE file from his bag and switches it
      with the one against his chest. He takes an address book
      from the bag and finds a number.

                          PETER GUILLAM (CONT'D)
                    (Into phone)
                946-0335. OK? Thanks.

      He hangs up, hands the bag back to Alwyn and steps back
      into...


142   INT. CIRCUS - READING ROOM - DAY                          142

      Guillam retraces his steps, placing his dummy file in the
      pink stack, replacing the one he placed there in its
      original shelf, remembering to take the green slip from the
      bracket. It's done.

      Guillam takes the green slip and hands it to Sal, who signs
      it and puts it on its spike. Guillam turns.
                                                                     65.



      TOBY ESTERHASE is standing in front of him. Unfriendly
      eyes.

                          TOBY ESTERHASE
                Could we see you Peter?

      For a second Guillam can't speak.

                          TOBY ESTERHASE (CONT'D)
                Percy would like quite an urgent
                word with you. Can you come now
                to the fifth floor? That would be
                so kind.

                             PETER GUILLAM
                Of course.

      Esterhase turns and Guillam, mind whirring, follows him
      back out through the counter.

                          PETER GUILLAM (CONT'D)
                    (to Alwyn, inspired)
                You might just throw that into
                the lift for me, mark it for the
                second floor, save me filling out
                more bloody chits?

                          JANITOR ALWYN
                Will do sir.


143   INT. CIRCUS - FIFTH FLOOR - OUTSIDE ALLELINE'S OFFICE - DAY
                                                               143

      The Mothers sit over their typewriters as Guillam and
      Esterhase walk through into the anteroom.

                           PERCY ALLELINE (O.S.)
                    (shouting from the other
                     room)
                Esterhase, I'll have no phone
                calls, tell them...

                          TOBY ESTERHASE
                The Chief will take no calls,
                please, ladies...

                          MOTHER
                    (Muttering)
                We can hear.

      Toby holds the door open for Guillam.

                          TOBY ESTERHASE
                We are having a conference.
                                                                        66.



144   INT. CIRCUS - CONFERENCE ROOM - DAY                         144

      Alleline sits in the baronial chair, Bland at his left.
      Haydon on his right. Esterhase trots over to his seat.
      Guillam takes in the REPORT they all seem to have spread
      out in front of them.

                          PERCY ALLELINE
                    (Reading)
                Well now young Peter Guillam, are
                you ready for me finally?

      Guillam, affecting ease, leans against the wall.

                          PERCY ALLELINE (CONT'D)
                What are you getting up to down
                there these days, apart from
                chasing our virgins...

      Guillam catches a smirk from Esterhase - mocking him?

                          PETER GUILLAM
                Couple of Arab ploys look quite
                promising. Other than that,
                getting quite good at ping-pong.

                          PERCY ALLELINE
                Arabs... You can rent one but you
                can't buy one. Right Bill?

      He looks up from the report. Here it comes...

                          PERCY ALLELINE (CONT'D)
                How's Ricki Tarr these days?

                          PETER GUILLAM
                    (Not missing a beat)
                Fine. We have tea at Fortnum's
                every afternoon.

                          PERCY ALLELINE
                I require the matter of your
                discussion with Tarr.

      Guillam shrugs.

                          PETER GUILLAM
                I'll tell him. He'll be thrilled.

      Alleline lets the silence build, rather like a bad actor.
      Everyone is staring at Guillam.

                          PERCY ALLELINE
                    (Quietly)
                What's that shrug for?

      He SLAMS a hand on the desk, tea-cups rattling, a sudden
      roar.
                                                             67.



                    PERCY ALLELINE (CONT'D)
          I'm talking to you about a
          murderer. I'm talking to you
          about a defector from your own
          damn section! I'm accusing you of
          consorting with an enemy agent
          behind my back! Don't damn well
          shrug at me! How'd you like a
          term in prison?

Guillam's own temper comes to his rescue.

                    PETER GUILLAM
          But I haven't been seeing him! So
          get your facts straight and get
          OFF MY BACK!

A moment, while the room digests this. A relaxation of the
tension, as if he's passed some kind of test.

                    PERCY ALLELINE
          So if I told you that Tarr had
          recently arrived in Paris would
          you be surprised?

                    PETER GUILLAM
          Nothing would surprise me about
          Tarr.

                    PERCY ALLELINE
          And if I told you we happen to
          know that thirty thousand pounds
          mysteriously appeared in his bank
          account last month, would that
          surprise you?

This DOES shock Guillam, but he manages to hold on to his
sullen expression.

                    PERCY ALLELINE (CONT'D)
          Your man's a defector, Guillam.
          Got turned by the opposition
          months ago and now they've sent
          him back to us!

                      PETER GUILLAM
          What for?

                    PERCY ALLELINE
          Never mind what for! To muddy the
          water, that's what for! Spread a
          whole lot of damn nonsense to get
          us chasing our tails! The point
          is this - he's heading for home.
          The first peep from him you come
          to the grown-ups, understood?
          Anyone you see at this table. But
          not another damn soul!
                                                                        68.



145   INT. CIRCUS - CORRIDOR - DAY                                145

      Guillam is walking to the lifts, we note he is now carrying
      his BAG. Behind him ROY BLAND is walking down the corridor.
      He peels off, turning left, humming a tune to himself - the
      same POP SONG that was playing at the garage in the
      background of Guillam's call. Guillam reacts as he keeps on
      walking, trying to work out if this MEANS SOMETHING. We
      track with him as his anger and PARANOIA grow.


146   EXT. GARAGE - DAY                                           146

      Guillam drives down an alleyway full speed, screeches to a
      halt as he reaches a group of children playing, edges past
      them and on into the car body repair shop. He gets and
      strides past the elderly GERMAN MECHANIC we saw earlier.

                          MECHANIC
                    (German, subtitled)
                He's waiting for you.

      Guillam strides on, nerves at snapping point, to the other
      end of the workshop where a Vauxhall waits.

      Behind him the Mechanic and his SON are already beginning
      to strip the plates off Guillam's car.


147   EXT. GARAGE - DAY                                           147

      Mendel appears by Guillam's side as they walk towards
      another waiting car, Guillam simmering with rage.

                          MENDEL
                    (A faint smile)
                All go smoothly did it? (Beat)
                Where we off to?

                          PETER GUILLAM
                The hotel. I have to see George.

                          MENDEL
                Mister Smiley isn't at the hotel,
                sir. Change of venue.


148   INT. CONTROL'S FLAT - DAY                                   148

      Tarr sits in Control's green velvet armchair watching TV.
      There's a large tape recorder on the table behind him. We
      hear the door to the flat opening.

                          PETER GUILLAM (O.S.)
                George?
                                                              69.



Guillam hurries into the room, stops, seeing Tarr. Tarr
gives his sunny grin but he's sweating, his eyes full of
tension.

                    TARR
          Hello, Mister Guillam, sorry I
          took so long to come back.

Guillam punches him in the face, drags him from the chair,
the two struggling.

Behind them Smiley and Fawn appear. Smiley watches coolly
for a moment then signals Fawn, who drags Guillam off Tarr,
expertly pinning his arm.

                    FAWN
          Excuse me, sir.

Guillam pulls free angrily.

                    SMILEY
          Ricki's been helping us Peter.
          (Indicating TAPE DECK) He's been
          telling us all about his
          adventures.

                    PETER GUILLAM
              (To Smiley)
          He's a double, George! There is
          no Mole! The whole thing's a pack
          of lies thought up by Moscow.
          Karla's bought him for thirty
          thousand pounds!

He pulls the LOG BOOK out of his file.

                    PETER GUILLAM (CONT'D)
              (To Tarr)
          I stole that, because of you! I
          spied on my own. Do you know how
          that makes me feel?

Smiley holds out his hand for the log book.

                    SMILEY
          As you did take the trouble to
          steal it...

Guillam hands him the book and Smiley leafs through the
pages.

                    SMILEY (CONT'D)
          Ricki, you said you sent the
          Circus a telegram concerning
          Irina's information?

Tarr sits up, wiping blood from his mouth.
                                                            70.



                    RICKI TARR
              (Sullenly)
          S'right.

                    SMILEY
          What was the date?

Tarr hesitates, considering.

                    PETER GUILLAM
          He doesn't know because there was
          no telegram! The whole thing...

                    RICKI TARR
          November 20th. It would have been
          November 20th. Evening.

Smiley has found the right month. He flicks through the
dated pages - 18th November, 19th November...

He holds up the book - the next page has been cut out.

                    SMILEY
          November 20th is missing. (Beat)
          Someone is covering their tracks
          Peter. Unless you think that's
          just a coincidence?

Guillam looks thrown.

                    PETER GUILLAM
          What about the money?

                    SMILEY
          Thirty thousand isn't so much for
          Karla to pay if it protects his
          Mole. I'm afraid someone in the
          Circus knows all about Mister
          Tarr and is doing everything they
          can to discredit him.

Guillam takes the log book from Smiley, runs a thumb down
the razored edge of the missing page. He notices some
writing on the next page.

                    PETER GUILLAM
              (Reading)
          "Enquiries to the fifth floor."

Smiley takes the book again, examines the note.

                    SMILEY
          You recognize that handwriting?
          (Beat) That's Toby Esterhase.
                                                                        71.



149   EXT. HOTEL ISLAY - EVENING                                  149

      Smiley and Guillam pull up in front of the hotel. They sit,
      in weary silence, staring up at the unprepossessing
      building.

                          PETER GUILLAM
                Why didn't you tell me? That you
                had Tarr?

      Smiley looks at him. Guillam reads the look correctly.

                          PETER GUILLAM (CONT'D)
                In case I didn't make it out of
                the Circus...

                          SMILEY
                Secrecy is a habit.

      Guillam rubs his eyes.

                          PETER GUILLAM
                I should get some rest. And I
                suppose you should get your
                reading done.

      Smiley nods. Doesn't move.


150   INT. HOTEL ISLAY - SMILEY'S ROOM - NIGHT                    150

      The two men are finishing off a bottle of Scotch.
      Unusually, Smiley is drunk - a result of the alcohol and
      the lack of sleep.

      Guillam lies on one of the single beds, staring at the
      PHOTOGRAPHS of the four suspects Smiley has pinned on his
      chessmen.

                             PETER GUILLAM
                I'm sorry.

                             SMILEY
                What for?

                          PETER GUILLAM
                I wanted to believe Tarr was
                lying. (Beat) All this time,
                thinking I'm fighting a war. It's
                a sham. Karla won years ago and
                we didn't even know it.

      Smiley watches Guillam, estimating how badly all of this is
      affecting him.

                           SMILEY
                    (Beat)
                I met him once. Karla.
                           (MORE)
                                                             72.

                    SMILEY (CONT'D)
          In fifty-five. Moscow Centre was
          in pieces. Purge after purge.
          Half their Agents were jumping
          ship and I travelled around
          signing them up. Hundreds of
          them.

Guillam raises himself up on an elbow, listening.

                    SMILEY (CONT'D)
          One of them was calling himself
          Gerstmann. He was on his way back
          to Russia, and we were pretty
          sure he was going to be executed.
          Plane had a twenty-four lay over
          at Delhi, and that's how long I
          had to convince him to come over
          to us instead of going home to
          die.

Smiley stares at the room around, projecting his memory of
the Delhi cell onto their present surroundings.

                    SMILEY (CONT'D)
          Little room...I'm sitting
          here...he's sitting there...

He points to an EMPTY CHAIR in front of him.

                    SMILEY (CONT'D)
          The Americans have had him
          tortured.

He holds up his right hand.

                    SMILEY (CONT'D)
          No fingernails. It's incredibly
          hot. I'm very tired and all I
          want to do is get this over with
          and get back home. Things weren't
          going well with Ann.

Guillam flinches a little, but Smiley doesn't notice, lost
now in the past.

                     SMILEY (CONT'D)
          I give him the usual pitch...
          Come to the West and we can give
          you a comfortable life. After
          questioning. Or you can catch
          your plane and fly home and be
          shot, like Bykov, Shur,
          Muranov...

He stares at the CHAIR as if expecting an answer, and
slightly drunkenly Guillam finds himself turning to the
CHAIR for a response.
                                                             73.



                     PETER GUILLAM
              (Beat)
          What did he say?

Smiley doesn't answer - STARES AT THE CHAIR - the silence
stretching - it's all becoming a little surreal.

                    SMILEY
              (To the chair)
          Think of your wife. You have a
          wife, don't you? I brought you
          some cigarettes, by the way.

He mimes placing cigarettes on an invisible table, between
him and the chair.

                    SMILEY (CONT'D)
          Use my lighter.

He mimes placing the lighter beside the cigarettes.

                    SMILEY (CONT'D)
          "We could arrange for her to join
          you, we have a lot of stock to
          trade. If you go back, she'll be
          ostracised. Think of her. Think
          about how much she..."

He breaks off in sudden impatience with himself.

                    SMILEY (CONT'D)
          Kept harping on about the damn
          wife! Telling him more about me,
          than... Should have walked out,
          of course, but for some reason...
          it seemed important to save this
          one. (Beat) So I go on. "Know
          you're a chain-smoker, help
          yourself," "We're not so very
          different you and I.."

He makes a vague "Etcetera" gesture, stares at...


THE EMPTY CHAIR

... something unsettling about it, as if somehow it is
acquiring the GHOSTLY PRESENCE OF KARLA.

                    SMILEY (CONT'D)
              (To the chair)
          Look, we've both spent our lives
          looking for the weaknesses in one
          another's systems. Don't you
          think it's time to recognise
          there is as little worth on your
          side as there is on mine?
                                                                        74.



      Silence. Smiley sits back, dropping the game.

                          SMILEY (CONT'D)
                Never said a word. Not one word.
                Next morning he got back on his
                plane, gave the pack of
                cigarettes back to me, untouched -
                this was a chain-smoker, mind -
                and flew off to what he presumed
                would be his death. He kept my
                lighter. It was a gift - "To
                George, from Ann. All my love."

      Guillam is still staring at the chair, a little awe-struck.

                          PETER GUILLAM
                That was Karla? And he flew back
                to die rather than give in?

                          SMILEY
                Yes. (Beat) And that's how I know
                he can be beaten. Because he's a
                fanatic. And the fanatic is
                always concealing a secret doubt.

                          PETER GUILLAM
                What did he look like?

                          SMILEY
                That's the thing. (Beat) I can't
                remember.

      He stands up, crosses to the window, embarrassed by what he
      has to say next.

                          SMILEY (CONT'D)
                After today, Peter you have to
                assume they're watching you. If
                there's anything you need tidied
                up... now's the time.

      Guillam stares at him, realising what he's talking about.


151   INT. GUILLAM'S FLAT - NIGHT                                 151

      Guillam and his boyfriend RICHARD sit at the table, Richard
      working his way through a stack of essays. Guillam stares
      at him.

                          RICHARD
                    (without looking up)
                Nearly done.

      He scores a red line down a piece of work.
                                                                        75.



                          RICHARD (CONT'D)
                    (to himself)
                For Godsakes... I think they're
                all sharing the same moronic
                brain.

      He notices the way Guillam is staring at him and his smile
      fades.

      LATER:

      RICHARD, bewildered and upset, is packing his belongings.
      He walks past Guillam, stops.

                          RICHARD (CONT'D)
                    (With dignity)
                If there's someone else, you can
                tell me. I'm a grown-up.

      Guillam doesn't say anything. Richard puts the flat keys on
      the side table and leaves.

      Guillam, stares after his one time lover, heart-broken.


152   EXT. THURSGOOD SCHOOL - DAY                                 152

      Prideaux's BLUE ALVIS bumps and jolts towards us across the
      playing fields, an exhilarated ROACH at the wheel.

                          ROACH
                    (Braking)
                Time sir?

      Prideaux and the rest of the class stand at the "finishing
      line," but Prideaux is staring down to a line of beech-
      trees, where a MAN is walking. It's MENDEL.

                          PRIDEAUX
                    (Quietly)
                Got your specs on Jumbo?

                            ROACH
                Yes, sir.

                          PRIDEAUX
                Who's the fellow down there?

      Roach stares at the stranger eagerly.

                          ROACH
                    (Disappointed)
                Don't know sir.

                          PRIDEAUX
                Who is he? Beggarman? Thief? Why
                doesn't he look this way?
                          (MORE)
                                                                        76.

                          PRIDEAUX (CONT'D)
                Wouldn't you look if you saw a
                bunch of boys flogging a car
                around a field? Doesn't he like
                boys? Anyone sees him again, let
                me know. Don't hold with odd bods
                hanging about. Might steal the
                Alvis, which is...?

                          CLASS
                    (By rote)
                Best car in England!

      They dissolve into laughter, but Roach is still anxiously
      watching Prideaux, noting how his expression has darkened.


153   OMITTED                                                     153


154   INT. CIRCUS - SCALPHUNTERS - POOL TABLE - DAY               154

      Belinda, the deb we met earlier, is doing up her blouse.
      She's teary and also a little excited that men are fighting
      over her.

                          BELINDA
                Stop it! Stop it!

      KASPAR has Guillam pinned against the wall and is punching
      him. Guillam accepts the blows with a bloody grin. Something
      of the school yard fight about it, as the other Scalphunters
      gather around, ostensibly to break it, up but clearly
      enjoying the distraction. One of them is trying to pull
      Kaspar off and, caught by a blow, joins in - the fight
      escalating as others join in the struggle.

                          KASPAR
                Keep your bloody hands off her!

      He kicks at Guillam, who falls. Belinda gives a shriek of
      alarm.

                          SCALPHUNTER
                Christ's sake, don't fight over a
                bit of skirt!

      Guillam lies on the floor taking another kick, but his face,
      turned to us, registers only relief. Job done.


155   EXT. CASINO - DAY                                           155

      Bright morning sunshine. Smiley and Guillam walk up
      concrete steps of a casino building - very modern,
      imposing.
                                                                       77.



                          MAN'S VOICE (O.S.)
                Haven't seen many of the boys and
                girls for a while, matter of
                fact.


156   INT. CASINO - CASINO FLOOR - DAY                           156

      Smiley, Guillam and the genial JERRY WESTERBY are sat at a
      blackjack table. The casino is empty, a cleaner vacuums in
      the background.

                          JERRY WESTERBY
                But that's the way it is, George,
                isn't it? When you're out, you're
                out. Too much of this stuff.

      He points to a drink on the table before him.

                          JERRY WESTERBY (CONT'D)
                    (An old joke between them)
                Too much wampum not good for
                braves. How.

                          SMILEY
                    (Obliging)
                How. (Beat) I need to talk to you
                about the night Jim Prideaux was
                killed, Jerry. You were duty
                officer, weren't you?

      Westerby looks at them both.

                          JERRY WESTERBY
                Yes. Control asked me to man the
                phones that night. Said someone was
                doing a special job for the
                service. He wanted someone from
                outside he could trust. If anything
                came in, I was to tell him and only
                him.


157   INT. CIRCUS - EVENING - PAST                               157

      Westerby walks down the corridor. We pass OFFICES - drawers
      pulled open, waste paper bins standing on desks - the end
      of day ritual.


158   INT. CIRCUS - DUTY OFFICERS ROOM - NIGHT                   158

      Westerby is following a horse race on the radio. A dirty
      plate in front of him. He drinks from a can of beer.
                                                                        78.



159   INT. CIRCUS - DUTY OFFICERS ROOM - NIGHT                    159

      Westerby is asleep. The Circus is deathly quiet, nothing
      stirring. Then...

      A PHONE BEGINS TO RING.


160   INT. CIRCUS - CONTROL'S OFFICE - NIGHT                      160

      Control sits surrounded by files. A dim green lamp on his
      desk the only illumination. He looks ill, tense with
      waiting. Cigarette stubs piled in the ashtray.

      He listens to the solitary PHONE below him in the building.
      Then it is joined by a SECOND. Then a THIRD...

      Control listens, nerves stretched to their limit. From just
      outside - the sound of someone running up the wooden
      staircase. A knock.

                          JERRY WESTERBY
                    (Entering)
                Been a bit of a panic, sir.

      Control raises his head.

                          JERRY WESTERBY (CONT'D)
                From the FO resident clerk... A
                Hungarian news bulletin, sir.
                (Reading) British spy, work-name
                Ellis, travelling with false
                Hungarian papers, has attempted
                to kidnap an unnamed Hungarian
                general in Budapest. He's been
                shot, other arrests imminent...

      Control stares at him, stands unsteadily, begins to put on
      his coat.

                          JERRY WESTERBY (CONT'D)
                Can I have a brief, please? Sir?
                Do you want me to deny it?

      Controls stares at him, lost.

                          JERRY WESTERBY (CONT'D)
                I have to have a brief sir?


161   INT. CIRCUS - DUTY OFFICERS ROOM - NIGHT                    161

      Westerby is on the phone.

                          JERRY WESTERBY
                Ann? I'm sorry to bother you. Is
                George back yet?
                                                                     79.



162   INT. CASINO - CASINO FLOOR - NIGHT - PRESENT             162

      Westerby and Smiley sit opposite each other.

                          SMILEY
                You rang my house?

                          JERRY WESTERBY
                Just on the off chance you were
                back from Berlin.

                          SMILEY
                What did you say?

                          JERRY WESTERBY
                Just that there'd been a bit of a
                crisis. She said you weren't back
                yet. That was it.

                           SMILEY
                Go on.

                          JERRY WESTERBY
                All hell broke loose - military
                yelling about Hungarian tank
                movements on the border, Lacon
                and the Minister baying at the
                door. Thank Christ Bill Haydon
                turned up when he did.


163   INT. CIRCUS - NIGHT - PAST                               163

      PUSHING BILL HAYDON as he walks up the corridor towards the
      duty room, cutting a swathe through the people gathered
      outside.

                           BILL HAYDON
                Get out.

      The room clears.

      Bill sits down. He pulls out all the phone lines, decisive,
      taking charge. Kicks the door shut.

                           BILL HAYDON (CONT'D)
                Tell me.

                          JERRY WESTERBY
                I tried to get hold of you...

                          BILL HAYDON
                I just picked up half a story on
                the ticker-tape at my club...
                Tell me.

                          JERRY WESTERBY
                Jim Prideaux's been shot.
                                                                     80.



      Haydon goes white.

                          HAYDON
                Get me the Hungarian Embassy.

                           JERRY WESTERBY
                    (With relief)
                Yes sir...

      LATER:

      Haydon is on the phones.

                          BILL HAYDON
                You go and tell your Masters what
                will happen if one hair on Jim
                Prideaux's head is damaged...

      He covers the receiver, turns to Westerby.

                          BILL HAYDON (CONT'D)
                Get Esterhase on the phone. Tell
                him to pull in the Hungarian
                agents, anyone we're onto. Tell him
                to get down to the London School of
                Economics, sandbag some bloody
                students and put them on ice at
                Sarratt.

      LATER:

      Westerby watches Haydon on the phone from the door. Haydon
      listens to a voice for a moment, then hangs up. He stands,
      his back to Westerby.

                          JERRY WESTERBY
                Any more news on him?

      Haydon doesn't turn around, head bowed.

                          JERRY WESTERBY (CONT'D)
                Bill? (Beat) Oh God, is he...?

      For a moment it looks like Haydon won't answer but then he
      seems to master his emotions.

                          BILL HAYDON
                We need to go to his flat. Clear
                out anything linked.


164   INT. PRIDEAUX'S FLAT - NIGHT                             164

      Haydon walks around the neat rooms. A bike up on the wall,
      a pair of muddy climbing boots on a newspaper, waiting to
      be cleaned. Haydon walks past a shelf - photographs and
      books. He stops, picks up an unframed black and white snap
      from the shelf. It's a picture of HIMSELF.
                                                                        81.



      Haydon stands with his back to us, possibly crying. Westerby
      turns thoughtfully away.


165   OMITTED                                                     165


166   OMITTED                                                     166


167   INT. LONDON - WIMPY - NIGHT                                 167

      Smiley and Guillam sit eating side by side at a bar, Smiley
      examining the hamburger - his first - doubtfully. Guillam
      is thinking about what he's just been told.

                          PETER GUILLAM
                Haydon heard the news at his
                club?

      Smiley is distant...

                          SMILEY
                The Saville.

                          PETER GUILLAM
                At one-thirty? The ticker-tape
                wouldn't be running.

      Guillam sits, mind racing.

                          PETER GUILLAM (CONT'D)
                So how did he know? Oh Jesus,
                George...

                             SMILEY
                Peter...

                          PETER GUILLAM
                Jesus Christ. Haydon? How could
                he have known?

                          SMILEY
                It's not him, Peter.

                          PETER GUILLAM
                Then how did he know?

                          SMILEY
                    (gently)
                Because he was at my house that
                night. With Ann.

      Guillam doesn't know what to say. They sit in a hideously
      awkward silence.
                                                                         82.



                           SMILEY (CONT'D)
                     (of the Hamburger)
                 I quite like this.


167A   INT. SMILEY'S HOUSE - BEDROOM - NIGHT - PAST            167A

       The phone on the nightstand starts to ring. A woman's hand
       reaches into frame and picks it up.

                            WOMAN'S VOICE (O.S.)
                 Hello?
                     (beat)
                 Oh hello Jerry. No I'm afraid
                 George isn't back yet.

       In the bed beside her we see Bill Haydon.


168    EXT. LONDON STREETS - NIGHT                                 168

       A black Cab pulls up at the lights. Another black cab pulls
       alongside it. The two drivers acknowledge each other,
       chatting as the lights change to RED, but in no hurry to
       move.

       An impatient woman passenger flicks a look at the passenger
       in the opposite cab, wanting to share this moment of
       passenger outrage.

       We see ALLELINE'S profile staring stonily ahead.

       We follow his cab as it peels off into a FAMILIAR street,
       driving towards the house where we met Polyakov.


169    EXT. HAMPSTEAD PONDS - DAY                                  169

       Smiley slips into the water. It's late afternoon. Very
       still and calm. Very few swimmers. Smiley's head breaks the
       surface, dips in, breaks the surface...


170    EXT. HAMPSTEAD PONDS - DAY                                  170

       Smiley sits on a platform with his back to us, drying off
       from his swim, looking out over the water. A MAN'S HEAD
       appears, swimming up to the platform through the reeds. An
       old QUEEN, his face almost purple with the cold. He clings
       to the edge of the platform for a moment.

                           OLD MAN
                 Just in case it's of interest,
                 dear. We are observed. Old Filth
                 in the bushes. Not very subtle
                 but there you are...
                                                                        83.



      He swims away. The wind lifts up a little, rustling the
      trees and bushes around the pond. We stay on Smiley,
      watched and alone.


171   OMITTED                                                     171


172   OMITTED                                                     172


173   OMITTED                                                     173


174   INT. SMILEY'S HOUSE - DAY                                   174

      Smiley walks into his hallway, picks up the MAIL piled on
      the floor. He crosses to the drawing room, still looking at
      the mail.

      The door is a little ajar and through the opening we catch
      a FLASH of movement in the room beyond - a COUPLE in a
      passionate embrace, glimpsed for a moment before they
      disappear out of sight. We can hear what may be their love-
      making. And a RECORD IS PLAYING. The same CHARLIE RICH
      track Smiley reacted to in the Islay Hotel.

      Smiley stares at the mail in his hand as if unwilling to
      look up.

      He pushes open the door and moves into...


175   INT. SMILEY'S HOUSE - DAY                                   175

      ... which is EMPTY. He sits in an armchair, starts opening
      some letters.

      A FIGURE walks past Smiley abruptly. Smiley doesn't look
      up.

                          BILL HAYDON (O.S.)
                Good flight?

      Smiley looks up.

      BILL HAYDON sits in the armchair opposite in shirt and
      trousers, SOCKS, NO SHOES. He sips a cup of tea. No sense
      of having been caught in an act of adultery.


176   INT. SMILEY'S HOUSE - DAY - PAST                            176

      BACK ON SMILEY

      ... who is now wearing a raincoat and we realise we are in
      fractured memories of...
                                                                         84.



       THE PAST

                            SMILEY
                  Yes. Pleasant enough.

                            BILL HAYDON
                  I was just passing, thought I'd
                  call in. Ann was in bed but she
                  insisted on getting up. She said
                  she'll be down in a minute.

       Smiley glances at a half-wrapped oil painting lying against
       a chair.

                            BILL HAYDON (CONT'D)
                  That's what I'm dropping off.


177    INT. SMILEY'S HOUSE - DAY                                  177

       Smiley stands in front of the muddy-looking abstract
       painting we saw earlier. It's now on the wall.

                            BILL HAYDON (O.S.)
                  Awful daub really but Ann
                  expressed a liking... What's
                  keeping her?

       We hold on Smiley but hear Haydon leave the room, a
       WHISPERED CONFERENCE in the hall between Haydon and Ann.

       P.O.V. - FROM THE DOOR - George with his back to us, staring
       fixedly at the picture, listening to the whispers behind his
       back.


178    OMITTED                                                    178


178A   INT. PRIDEAUX'S CARAVAN - EVENING                          178A

       Prideaux lies on his bed. There is a tap at the door.

                            ROACH (O.S.)
                  Sir?

                            JIM PRIDEAUX
                  Come in, Roach.

       Roach walks in.

                             JIM PRIDEAUX (CONT'D)
                  Thought you were in sick bay? What
                  are you...

       He stops, seeing the anxiety on the boy's face.
                                                                        85.



                          JIM PRIDEAUX (CONT'D)
                What is it, Jumbo?

                          ROACH
                Sir there's a stranger parked down
                on the road. He's just sitting
                there.

      He dissolves into tears. Prideaux crouches beside him.

                          PRIDEAUX
                    (Gently)
                It's alright, old fella. Don't cry.
                Nobody ever watched like you, did
                they? Off you go, now.

                          ROACH
                Are you going to have to leave?

      Prideaux stares at him.

                          JIM PRIDEAUX
                I'll be fine. You get back to bed.

      Roach wipes his eyes and leaves. As soon as the door is
      closed Prideaux crawls under the little chest of drawers,
      grimacing with pain, working an arm further in...

      There is a FAINT SOUND - SOMEONE ON THE STEPS OUTSIDE.

      With a final effort Prideaux rips his RIFLE free from its
      hiding place, still trailing tape, and rolls to face the
      door, gun in hand. Silence. Then...

      A KNOCK AT THE DOOR. Prideaux aims the gun...

      The door opens...


179   OMITTED                                                     179


180   INT. CONTROL'S FLAT - NIGHT - PAST                          180

      ... to reveal Control peering out at us. He steps aside and
      allows a PRE-INJURY Prideaux to enter.


181   INT. CONTROL'S FLAT - NIGHT                                 181

      The flat Smiley visited. Control leads Prideaux into the
      same room - the green armchair, surrounded by mounds of
      files and papers, over-flowing ashtrays, the detritus of an
      obsession. The FIVE PHOTOGRAPHS of FACES fixed to the CHESS
      PIECES before him.

      Control, a walking corpse, lowers himself into the
      armchair, motions Prideaux to take another seat.
                                                            86.



                    CONTROL
          You weren't followed?

Prideaux sits, presuming the question is rhetorical.

                    CONTROL (CONT'D)
          Trust no-one, Jim. Especially not
          in the main stream. What
          Hungarian identities do you still
          have running?

                    PRIDEAUX
          Andras Benedek, Hungarian
          journalist based in Paris.

Control nods thoughtfully. Then...

                    CONTROL
          If you're caught, you keep me out
          of it. You were acting alone, bit
          of Private Enterprise.
          Understood?

Prideaux watches him, very still.

                    CONTROL (CONT'D)
          I've had an offer of service. A
          Hungarian General. Wants to come
          over. I want you to meet him. He
          has information I need, Jim.

                    PRIDEAUX
          What information?

                    CONTROL
          Rocketry. Ballistics. Bit of
          politics.

Something in his manner alerts Prideaux.

                       PRIDEAUX
          What else?

                     CONTROL
              (Beat)
          Treasure. He has treasure. The
          name of the Mole Moscow Centre
          has planted at the top of the
          Circus.

Prideaux's face doesn't change, but he's wondering if the
rumours could be true and Control really has gone mad.

                    CONTROL (CONT'D)
          There's a rotten apple Jim and we
          have to find it.

Laboriously he leans forward to the CHESS SET.
                                                                           87.



                            CONTROL (CONT'D)
                I'm   so close I can almost feel
                his   heart beating. I know it's
                one   of five men. All I want from
                you   is one word.

      He points to the PHOTOGRAPH of PERCY ALLELINE.

                          CONTROL (CONT'D)
                Alleline - Tinker. (Points at the
                next photo) Haydon - Tailor.
                Bland - Soldier. We drop Sailor,
                it's too close to Tailor.
                (Pointing at next photo)
                Esterhase - Poorman.


182   INT. PRIDEAUX'S CARAVAN - NIGHT - PRESENT                      182

      Prideaux sits with his visitor - Smiley -      recalling the
      meeting. He's drinking vodka.

                          SMILEY
                Which means I was...?

                          PRIDEAUX
                You were Beggarman.

      Smiley nods. Just a flicker of the eyes shows us that this
      is painful for him to hear.

                          SMILEY
                What did you make of it, Jim?
                Control's theory?

                          PRIDEAUX
                    (Stiff)
                I thought it was madness. To
                think any one of you could have
                been a traitor... madness.

      Smiley is watching him intently - sure he's hiding
      something.

                          SMILEY
                But still you went? Risking your
                life for a mission you thought
                was absurd? Why?

      Prideaux doesn't answer.

                          SMILEY (CONT'D)
                Perhaps some part of you wanted to
                know if Control was right? Wanted
                to know if there was a Mole, who it
                might be?

      Prideaux shoots him a dangerous look.
                                                                        88.



                              PRIDEAUX
                       (Hard)
                   I went because Control asked me to
                   go. It's called doing one's duty.


183   INT. BUDAPEST - TRAIN STATION - DAY - PAST                  183

      Prideaux climbs off his train and walks down the platform
      towards us. He pauses for a moment, drawing a Hungarian
      newspaper from his pocket. As he does so he glances at the
      other passengers walking past him. TWO WOMEN and a MAN, all
      apparently travelling alone, the SHOES they're wearing -
      BROWN SUEDE BOOTS, FUR LINED BLACK PLASTIC BOOTS and the
      man - a pair of BLACK GALOSHES.

      Prideaux walks on, tapping the paper against his leg.


184   INT. BUDAPEST - GALERIA - DAY                               184

      The scene from the opening of the film. The Waiter puts
      down Prideaux's plate, a drop of sweat from his forehead
      hitting the table. He looks at the droplet, fakes a smile
      for the Magyar, looks after the Waiter, scans the floor
      around him...

      HIS P.O.V. - There it is - one of the women is wearing the
      BLACK PLASTIC BOOTS. Her coat is different and she's
      wearing a fur hat now - but the shoes are the one thing the
      surveillance agents don't have time to change.

      Prideaux glances up at the apartment windows above, sees
      the old woman, starts to rise... as we CUT TO:

      The SHOT -

      ... punching into his back, Prideaux falling forward... as
      we CUT TO:


      PRIDEAUX'S P.O.V.

      Those shoes again, stepping in the water and blood on the
      floor, passing us at eye-level. Grouping and regrouping as
      the operation comes to an end. The noise in the background
      comes to us muted and very faint. Faintly, a baby is
      crying, an ambulance siren is wailing.

      Hands appear and we are rolled onto a stretcher and lifted
      up to chest level where we seem to FLOAT past the faces of
      the MAGYAR and the other Officers, smoking cigarettes by
      the doors, and out towards the open doors of a waiting
      ambulance.
                                                                        89.



185   INT. BUDAPEST - GALERIA - DAY                               185

      We are slid into the back of the ambulance as though into
      the drawers of a morgue. And snap to BLACK.


186   INT. LUBYANKA PRISON - CELL - DAY                           186

      We are looking at the back of Prideaux's head, hair damp
      with sweat, shoulders trembling.

      We PULL OUT and find Prideaux, a filthy dressing covering
      the wound on his back. The cell he is in has filthy,
      heavily padded walls, like a straitjacket. From a speaker
      in the ceiling comes a maddening jagged drone. Lights blaze
      down...

                          SMILEY (V.O.)
                What did you tell them?


187   INT. LUBYANKA PRISON - CORRIDOR - DAY                       187

      Prideaux, in too much pain to walk, is being dragged down a
      brightly lit corridor towards an INTERROGATION ROOM at the
      far end.

      He is taken inside, the door closed behind him.

                          PRIDEAUX (V.O.)
                Everything.


188   INT. THURSGOOD SCHOOL - CLASSROOM - NIGHT - PRESENT         188

      Smiley stands staring at the OWL Prideaux killed, which is
      now stuffed, keeping guard from the top of a bookshelf.
      Prideaux sits at a desk drinking the vodka.

                          PRIDEAUX
                I held on as long as I could, to
                give everyone else time to get
                the hell out of there. (Beat) Did
                they?

      Smiley seems to have been thinking about something else,
      looks at him, puzzled.

                          PRIDEAUX (CONT'D)
                My networks in Hungary. Did they
                get out?

                           SMILEY
                    (Beat)
                No. They were blown. The story is
                you blew them to save your own
                skin.
                                                             90.



Prideaux nods, makes an odd gesture as if he's about to
rise, but doesn't move. His expression hasn't changed, but
inside him something has just been decided.

                    SMILEY (CONT'D)
          What was your last line of
          defence?

                    PRIDEAUX
          The Mole. Control's crazy theory.
          I was going to bury that so deep,
          they'd never get it out of me.
          Which was a joke.

                       SMILEY
          Why?

                    PRIDEAUX
          Because they already knew. They
          wanted to know how far Control
          had got in his investigation.

                       SMILEY
          What else?

                    PRIDEAUX
          Circus gossip. Was Percy's wife
          still drinking, who was Bland
          screwing in the office. That sort
          of thing.

                    SMILEY
          Did they ask about me at all?

                    PRIDEAUX
          One of them did.

Smiley becomes very still.

                    SMILEY
          What did he say about me?

                    PRIDEAUX
          He had a cigarette lighter. Kept
          flashing it round for me to see.
          Showed me the inscription.
          "To George, from Ann. All my
          love." He reckoned after Bill's
          fling with her, she might want to
          change the inscription.

Smiley doesn't flicker.

                     PRIDEAUX (CONT'D)
              (Still looking to the
               side)
          I told him to go to hell.
                     (MORE)
                                                                        91.

                          PRIDEAUX (CONT'D)
                If they had one man like Bill
                Haydon they could call it set and
                match!

                          SMILEY
                    (Beat, quietly)
                That was well said.

      They sit in silence for a moment. Smiley buttons his coat,
      finished here.

                          SMILEY (CONT'D)
                Try and put it all behind you, Jim.

      He makes to leave.

                          PRIDEAUX
                He gave me a cigarette.

      Prideaux looks down at his hands.

                           SMILEY
                Jim?

      Prideaux still doesn't look up.

                          PRIDEAUX
                I thought it was my last one.


189   OMITTED                                                     189


190   OMITTED                                                     190


191   OMITTED                                                     191


192   INT. LUBYANKA PRISON - CELL - DAY - PAST                    192

      A concrete bunker of a room. Prideaux is standing in a slab
      of watery sunshine that falls from a sky-light above. He's
      smoking, trying to control the tremble in his hand.

      PRIDEAUX P.O.V. - The patch of sunshine only extends a few
      yards in front of him. The rest of the room is in granite
      shadow. The sense of other people watching from the
      shadows. The sound of a door opening and someone being led
      in.

      A woman walks across the dark room and into the slab of
      light, blinking as she does so.

      It's IRINA.

      Her hair is loose and dishevelled about her face. A man's
      voice comes from further back in the darkness...
                                                                        92.



                          MAN'S VOICE
                    (Russian accent)
                Do you know this woman?

      Prideaux looks at her. Frowns. Another voice murmurs in
      Russian. Irina pins her hair up in the way we saw before.

                          PRIDEAUX
                I don't know her.

      She looks at Prideaux and gives a small polite smile, as
      though good manners are going to save her.

                          IRINA
                I...

      A GUARD steps out of the shadows and SHOOTS her in the
      head, the shot THUNDEROUS in the room. It's horribly
      unexpected, and Prideaux jerks backward, bewildered and
      appalled.

                          MAN'S VOICE (O.S.)
                Tell Percy Alleline what we did.


193   EXT. HOTEL ISLAY - GUILLAM'S CAR - NIGHT - PRESENT          193


      P.O.V. - THROUGH WINDSCREEN

      ... rain lashes down, obscuring our view.

                          PRIDEAUX (V.O.)
                Do you know who she was?

                           SMILEY (V.O.)
                    (Cold)
                Nobody you need concern yourself
                with. An unfortunate...

      REVERSE - we see Guillam and Smiley are sitting in the
      parked car in the rain.

                          SMILEY (CONT'D)
                He said when he got out, when he
                was being debriefed at the
                Nursery, he had a visitor.

                          PETER GUILLAM
                Who?

                          SMILEY
                Toby Esterhase.
                                                                       93.



194   EXT. SARRATT - DAY - PAST                                  194

      ... Prideaux stands watching a small, dapper figure
      crossing the grounds towards him - TOBY ESTERHASE. A man
      who's come up in the world.


195   EXT. HOTEL ISLAY - GUILLAM'S CAR - NIGHT - PRESENT         195

                          SMILEY
                He gave him a thousand pounds.
                Told him he was dead now and
                couldn't come back. Had to become
                a Lotus Eater - forget everything
                that happened - Control's theory,
                Tinker, Tailor... all of it.

      Guillam stares at him, ALERT.

                          SMILEY (CONT'D)
                Yes, that's what I thought. How
                on earth did Esterhase hear about
                "Tinker, Tailor?"


196   EXT. HOTEL ISLAY - NIGHT                                   196

      Smiley gets out of the car, into the rain. Looks around
      him, uneasy.

                          PETER GUILLAM
                You alright?

                          SMILEY
                Will you watch my back, Peter?
                Look out for a solo. Just a
                feeling I've had.

                          PETER GUILLAM
                Yes, George. I'll watch.

      Guillam watches as Smiley heads off into the gloom.


197   INT. HOTEL ISLAY - SMILEY'S ROOM - NIGHT                   197

      Smiley stares at the CHESS BOARD - a complex pattern of
      related figures.

      He turns back to the tape-deck, puts the headphones on,
      presses play:

                          SMILEY (O.S.)
                    (Over headphones)
                What exactly did Irina say?
                                                                     94.



                           RICKI TARR
                    (Over headphones)
                She said there was a General,
                work-name Polyakov who was
                stationed in London. And that
                Polyakov's real job was to
                service the mole. He meets him
                regularly and takes back
                information the Mole gives him
                for Karla.

      Smiley presses STOP. He presses RE-WIND, watches the tape
      spool BACKWARDS. He goes too far, presses FAST-FORWARD,
      watches the tape REVERSE DIRECTION. And, at this moment, we
      can tell from his expression, a piece of the jig-saw falls
      into place.


198   OMITTED                                                  198


199   INT. MINISTERIAL MEETING ROOM - DAY                      199

      Lacon and Smiley are meeting with the MINISTER.

                          MINISTER
                This meeting is not taking place.
                Is that clear?

                          SMILEY
                Perfectly, Minister. (Beat) There
                is a house, somewhere in this
                city, where Alleline and the
                others meet Witchcraft's London
                representative. I need the
                address of that house.

                          MINISTER
                I don't know what you're talking
                about.

      Smiley stares at him.

                          MINISTER (CONT'D (CONT'D)
                I don't know the address. And I
                fail to see the... I thought
                Lacon had made it clear to you,
                keep your nose bloody-well out of
                Witchcraft's business!

                          SMILEY
                    (Calmly)
                It's Lacon's advice I'm
                following. (To Lacon) You told me
                to follow in Control's footsteps.
                                                            95.



                    MINISTER
              (Snapping)
          Well, I wouldn't consider that
          sound advice, after the bloody
          mess Control left us with. It's
          taken Alleline - and, if I may
          say so, myself - this long to get
          us back into the race.

                    SMILEY
          I'm glad you take some of the
          credit.

Lacon glances sharply at Smiley - there's something
different about him, his tone...

                    SMILEY (CONT'D)
          The man Alleline and the others
          meet is called Polyakov. You
          believe his role is to bring
          information from Witchcraft to
          you. His real role is to receive
          information from the Mole to take
          back to Karla.

He has the Minister's full attention now. A long silence.

                    MINISTER
          That's... that's not possible.

                    SMILEY
          Made possible. By you. When he
          steals our secrets he does it
          under the very nose of the
          Circus, in the house which you
          persuaded the treasury to pay
          for. I'm sure you'll be able to
          take full credit for that.

                    MINISTER
              (Appalled)
          Witchcraft's intelligence is
          genuine! It's been gold!

                    SMILEY
          Just enough glitter, amongst the
          chicken-feed. Control didn't
          believe in miracles and he didn't
          believe in Witchcraft. But you
          were lazy and you were greedy and
          so you hounded him out of the
          Circus and you let Karla in.

His voice is still calm, but it's clear what's different
now. There's a quiet fury in him. The Minister is ashen.
                                                                  96.



                          MINISTER
                Oh God... We can't be made to
                look like fucking fools again!
                Forget Europe, if we have the
                black men getting to hear about
                this on Walla-Wallah News! What
                if we find the Mole and we move
                him sideways, some department
                where he can't do any harm? Is
                the Kremlin likely to boast about
                this?

                          LACON
                Not in their interests sir. They
                need the Enemy to look like a
                threat...

                          MINISTER
                Well, tell them to play the game.
                We don't go crowing about their
                fuck-ups!

      In their panic, both men are addressing each other,
      momentarily forgetting Smiley.

                          SMILEY
                    (Suddenly)
                We are not the prize. We're the
                bait.

      They turn to him.

                          SMILEY (CONT'D)
                You've opened negotiations to
                exchange intelligence with the
                Americans. What they tell the
                Circus, they'll be telling the
                Kremlin. Witchcraft's
                information, the "gold" Karla let
                you have? It wasn't to lure you.
                It was to lure the Americans.
                Now, do you want to take credit
                for that?

      Lacon and the Minister stare at Smiley.

                          MINISTER
                What can we do?

                          SMILEY
                We have one thing the Mole wants.


200   OMITTED                                               200
                                                                        97.



201   INT. CONTROL'S FLAT - DAY                                   201

      CLOSE on a belligerent Tarr, confidence regained.

                             RICKI TARR
                If I go...

                          PETER GUILLAM
                You'll go...

                          RICKI TARR
                ... I want your word you'll get
                Irina back. Don't care who you
                have to trade. I want a family.
                Don't wanna end up like you
                lot...

      He looks at Smiley, then he gives Guillam a knowing look,
      as though deliberately provoking him.

      Guillam absorbs the slur but his eyes are hard.

                          RICKI TARR (CONT'D)
                We're gonna live in Paris out of
                your hair. You'll get her back?

      Again a flash of the coldness in Smiley.

                           SMILEY
                    (Beat)
                I'll do my utmost, Ricki.


202   INT./EXT. CIRCUS - DAY                                      202


      ON LIFT DOORS:

      The doors open to reveal TOBY ESTERHASE, chatting to a
      JANITOR.


      ESTERHASE'S P.O.V.

      Guillam, standing by his car - holding the door open.


203   EXT. LONDON STREETS - GUILLAM'S CAR - DAY                   203

      Guillam is driving. The radio is on. The car pulls up on
      the roadside and two people climb in the back. It's Smiley
      and Fawn. Guillam speeds off.

      Nobody speaks. Esterhase sits stiff, mind-whirring,
      uncomfortably aware of Fawn's unsettling presence behind
      him.
                                                                        98.



204   EXT. ABANDONED AIRFIELD - DAY                               204


      TRACKING SHOT - PUSHING ESTERHASE

      ... as he stumbles through the muddy airfield. A vast,
      empty space all around. Toby starts to turn, but...

                          SMILEY (O.S.)
                Keep walking please.

      Toby stumbles on.

                          SMILEY (CONT'D)
                I want to talk about loyalty
                Toby. Control recruited you when
                you were trying to escape from
                Hungary didn't he? A wanted man.
                Saved you from a KGB bullet,
                didn't he? And yet, when the time
                came, when it came to picking
                sides between him and Alleline,
                you didn't hesitate?
                Understandable perhaps, with your
                war experience. You've survived
                this long, I suppose, because of
                your ability to change sides,
                serve any Master?

      Faintly we hear the low drone of an approaching engine.
      Esterhase scans the horizon, locks on the black speck in the
      sky - an aircraft flying towards them. Esterhase watches the
      approach with mounting anxiety.

                          TOBY ESTERHASE
                What... what's this about George?

                          SMILEY
                It's about which Master you've
                been serving, Toby.


205   INT. CIRCUS - DAY - PAST                                    205

      A FILE is placed in a briefcase - we can see now that the
      hands in the frame belong to Esterhase. He checks the
      corridor is clear...


206   EXT. ABANDONED AIRFIELD - DAY - PRESENT                     206

      ... as he and Guillam drive Esterhase on.

                          SMILEY
                Intelligence has been leaked,
                Toby. Someone's been taking files
                from the Circus...
                                                                         99.



207    INT. CIRCUS - GROUND-FLOOR LOBBY - DAY - PAST               207

       Esterhase leaving the Circus, Bryant politely wishing him
       good night.


208    EXT. ABANDONED AIRFIELD - DAY - PRESENT                     208

       ... eyes fixed on the plane as it roars down towards them.

                           TOBY ESTERHASE
                 This is a mistake George, this is
                 all...

                           SMILEY
                 The files were delivered to a
                 Russian attache, weren't they?


209    INT. SAFE HOUSE - MEETING ROOM - EVENING - PAST             209

       ... Esterhase holding up the documents for Polyakov to
       photograph. Whir... Click....


210    EXT. ABANDONED AIRFIELD - DAY - PRESENT                     210

                           TOBY ESTERHASE
                 Yes. And yes, I delivered them.


211    EXT. SAFE HOUSE - DAY - PAST                                211

       Alleline getting out of the cab by the railings... the dog
       barking from inside the house...

                           TOBY ESTERHASE (V.O.)
                 ... but so did Percy...


211A   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                     211A

       Haydon walking past Mrs McCraig and heading up the stairs
       to the empty room...

                           TOBY ESTERHASE
                 ... and Bill...


211B   INT. SAFE HOUSE - MEETING ROOM - DAY                       211B

       Roy Bland sits in front of Polyakov, holding up the
       documents for Polyakov to photograph - Whir... Click....

                              TOBY ESTERHASE
                 And Roy...
                                                                     100.



212   EXT. ABANDONED AIRFIELD - DAY - PRESENT                  212

      Esterhase can't tear his eyes away from the propeller plane
      descending onto the runway ahead of them.

                          TOBY ESTERHASE
                Things aren't always what they
                seem. You know that George.
                Moscow thinks Polyakov's working
                for them, so, every now and then
                we give him the odd file to take
                back to them, just chicken-feed,
                keep his bosses happy. But
                Polyakov's our Joe, part of a big
                operation...

                          SMILEY
                Operation Witchcraft? Yes, I
                know.

      Esterhase stops, turns to look at Smiley.

                          TOBY ESTERHASE
                Why are we here? Why are we...?

      Guillam gives him a sudden VIOLENT SHOVE in the back.
      Esterhase straightens himself, runs a palm through his
      hair, real fear on his face now.

                          TOBY ESTERHASE (CONT'D)
                I don't... I don't deserve this.
                I don't deserve this George!

                          SMILEY
                Who gave you the message for Jim
                to forget about Tinker Tailor?

                          TOBY ESTERHASE
                Bland!

                          SMILEY
                To get rid of Connie Sachs?
                Westerby?

                          TOBY ESTERHASE
                Bland or Haydon. I don't
                remember. One of them. Maybe
                Percy. I don't know who.

                          SMILEY
                You're just the messenger?
                Running between them all.
                Anything to serve Witchcraft?

      Esterhase flinches again.
                                                                        101.



                          SMILEY (CONT'D)
                I know all about your secret
                source. And I know something you
                don't. I know who he is.(Beat)
                He's Karla.

      Esterhase turns to look at them in horror. Guillam pushes
      him again. The plane has taxied to a halt ahead of them.
      Unmarked. Something sinister about it.


213   OMITTED                                                     213


214   INT. SAFE HOUSE - GROUND FLOOR - DAY - PAST                 214

      ... in the London House, spools turning. We hear the
      familiar Click... Whir of Polyakov's camera...


215   INT. SAFE HOUSE - MEETING ROOM - DAY                        215

      Polyakov is photographing... nothing. The table in front of
      him is empty, the shooting just a pantomime for the
      microphone above. As he continues to shoot we see the
      Mystery man sitting across the table from him. He takes out
      a canister of developed film and passes it to Polyakov.

                          SMILEY (V.O.)
                One of you has been giving
                Polyakov the Crown Jewels.


216   EXT. ABANDONED AIRFIELD - DAY - PRESENT                     216

      ... standing on the airfield.

                          TOBY ESTERHASE
                I didn't know. I swear I...

                          SMILEY
                Are you still a wanted man, Toby?

      Toby looks back at the plane, almost hysterical.

                             TOBY ESTERHASE
                George...!

                          SMILEY
                You picked the wrong side, Toby.

                           TOBY ESTERHASE
                    (crying)
                George, you've got to believe me. I
                would never... I'm loyal, George.
                I'm loyal!

      Smiley watches him cry for a moment, his face impassive.
                                                                       102.



                          SMILEY
                Give me the address. Where do you
                meet Polyakov?


217   EXT. SAFE HOUSE - DAY                                      217

      A terrace of flat-fronted nineteenth century houses one of
      them the house we have already visited.

      A CAR draws up before one of them and Smiley, Fawn and
      Guillam get out and head for the front door.


218   INT. SAFE HOUSE - GROUND FLOOR                             218

      The men are fanning out, Fawn and Guillam heading into the
      kitchen. Smiley walks upstairs, dogged by the HOUSEKEEPER -
      MRS McCRAIG - not at all happy with the invasion.

                          SMILEY
                What are the safety signals?

                          MRS MCCRAIG
                There's an air duct. Open and
                all's well. Closed and you're not
                to enter.


219   INT. SAFE HOUSE - MEETING ROOM - DAY                       219

      They enter the EMPTY ROOM.

                          SMILEY
                Where is the mike, Mrs McCraig?

      She points at the candelabra.

                          SMILEY (CONT'D)
                And what's the procedure?

                          MRS MCCRAIG
                Whenever the gentlemen are
                meeting I record the session. The
                tapes are sent back to the
                Circus.

      From downstairs come the crash of furniture being moved,
      rooms searched.

                          MRS MCCRAIG (CONT'D)
                What are they doing? They
                shouldn't be moving things!

      The authority in Smiley's voice stops her.
                                                                        103.



                          SMILEY
                If you're at all worried you can
                call Lacon from the basement
                phone. Let's try the tape
                recorder shall we?


220   INT. SAFE HOUSE - GROUND FLOOR - DAY                        220


      CLOSE ON TAPE RECORDER   - SPOOLS SLOWLY REVOLVING

      Over the RECORDER we can hear GUILLAM'S VOICE reciting
      something from childhood, from the room above.

                          PETER GUILLAM (O.S.)
                The boy stood on the burning deck
                whence all but he had fled. The
                flame that lit the battles wreck,
                shone round him o'er the dead...

      Smiley is listening.

                          PETER GUILLAM'S VOICE
                ... Yet beautiful and bright he
                stood...


221   EXT. PARIS - STREET - EVENING                               221

      Establishing shot of a street in Paris.

      A squat Yorkshireman - MACKELVORE - walks out of a nearby
      restaurant and gets into a car.

      Out of nowhere Tarr suddenly appears, climbing into the
      passenger side, ramming a gun into his side.


222   INT. PARIS - APARTMENT - PARIS RESIDENCY - NIGHT            222

      Mackelvore leads Tarr into a grand but dilapidated
      apartment. An elderly FRENCHMAN - ex-Resistance - looks up
      from his evening meal as the two pass.

                          MACKLEVORE
                    (In French)
                Guest from London Station, Monsieur
                Fourcade.

      The Frenchman grunts a greeting, turns back to his supper.

                          MACKELVORE
                    (as they walk on)
                The whole service is looking for
                you, Ricki. They'll skin you
                alive if they find you.
                                                                       104.



                          RICKI TARR
                    (mildly)
                Maybe I want them to find me.

      Mackelvore frowns. They reach a door which he opens to
      reveal a STEEL DOOR beyond. He presses a bell and a hatch
      in the door slides open and a young man's face appears.
      This is BEN. He slides open a bolt, a double lock, and lets
      them into a ...


223   INT. PARIS - CYPHER ROOM - NIGHT                           223

                          MACKELVORE
                You can go home now, Ben. Leave
                the books where they are and put
                the keys into the machines. I'll
                be talking to London presently
                under my own steam.

                             BEN
                Okay boss.

      Tarr takes out his gun.

                           RICKI TARR
                    (Flat)
                Ben stays here.


224   INT. PARIS - CYPHER ROOM - NIGHT                           224

      Tarr stands over Mackelvore, who is sending a message to
      the Circus.

                          RICKI TARR
                    (dictating)
                Ricki Tarr claims to have further
                information vital to the
                safeguarding of the Circus.


225   INT. LONDON - TAILOR'S SHOP NEAR CIRCUS - NIGHT            225

      A dark workroom. WE TRACK through a crowd of TAILORS
      DUMMIES.

      Some of the dummies are draped in clothes, some just shapes
      in the darkness. As though we are moving through A ROOM
      FULL OF SPIES.

      By a great domed window, occasionally washed with yellow
      from the traffic outside, we find MENDEL, his back to us
      staring out.
                                                                        105.



      MENDEL'S P.O.V. - THE CIRCUS ACROSS THE ROAD.

      A taxi pulls up a few yards away from the circus doors. We
      see a man clamber out. It's Percy Alleline.

                          MENDEL
                    (into phone)
                Tinker...


226   INT. SAFE HOUSE - LISTENING ROOM - NIGHT                    226

      Smiley sits on an armchair, lit by a harsh over-head light.

                          SMILEY
                    (into phone)
                How's he look?

                            MENDEL (O.S.)
                Busy.

      Smiley puts the receiver on the arm of the chair, takes off
      his shoes and in his stocking feet crosses the room. As he
      does so he spools out a WASHING LINE, tying it to the far
      door knob.


227   EXT. SAFE HOUSE - TOW PATH - NIGHT                          227

      Guillam, waits on the tow-path looking back at the house.

      Someone, presumably Smiley, is moving through the house,
      turning the lights off until it is in complete darkness.

                            MENDEL (O.S.)
                Tailor...

      A torch light flashes once from a downstairs window.

                          MENDEL (O.S.) (CONT'D)
                Here comes Soldier...


228   INT. SAFE HOUSE - LISTENING ROOM - NIGHT                    228

      Smiley sits in the darkness holding the phone to his ear.

                          MENDEL (O.S.)
                Full house.


229   INT. PARIS - CYPHER ROOM - NIGHT                            229

      The three men stand over the silent cypher machine. Tarr's
      gun rammed into his belt. Tarr is almost glittering with
      nerves. Then the machine clatters into life.
                                                                       106.



                          RICKI TARR
                Read it aloud.

      Ben starts to read, his high, rather imperious schoolboy
      voice carries over the next few shots...

                          BEN
                Personal for Tarr from
                Alleline...


230   INT. CIRCUS - ARCHIVE LIFT - NIGHT                         230

      A shot of the archive room, of the lift full of secrets
      slowly being lowered into the ground.

                          BEN (V.O.)
                ... require clarification before
                meeting your request...

      ON THE DOOR OF THE WAR-ROOM resolutely closed, a slither of
      light burning beneath it.


231   INT. TAILORS SHOP - NIGHT                                  231

      The tailors dummies standing to attention, as alert as
      Mendel watching from the window, phone to mouth.

                          BEN (O.S.)
                ... Quote information vital to
                safeguarding of the Circus
                unquote does not qualify...


232   INT. PARIS - CYPHER ROOM - NIGHT                           232

      Tarr has begun to laugh, gripped by a weird hilarity.    Ben
      reads even faster.

                          BEN
                ... send further information.

                          RICKI TARR
                That's the way Percy boy! You
                keep stalling. I better warn you
                Ben, there's some lousy people in
                this outfit. Don't trust a
                fucking one of them.


233   INT. SAFE HOUSE - LISTENING ROOM - NIGHT                   233

      Smiley sits in the BLACKNESS.
                                                                        107.



      SMILEY'S P.O.V.

      The washing line extends ahead of him, glowing faintly
      white in the darkness.

      The tinny sound of Mendel's voice comes from the receiver
      beside him...

                          MENDEL (O.S.)
                Mister Smiley...

      Smiley picks up the receiver.

                          SMILEY
                I'm here, Mendel.

                          MENDEL (O.S.)
                One's gone.

      Smiley puts the receiver back on the armchair. He goes to
      the window in his stockinged feet.


234   EXT. SAFE HOUSE - TOW PATH - NIGHT                          234

      Guillam, nerves taut, sees three long flashes. The mole is
      coming.


235   EXT. SAFE HOUSE - NIGHT                                     235

      A long silent look at the dark house. Then the star of
      light spilling into the darkness from the air vent.


236   INT. SAFE HOUSE - LISTENING ROOM - NIGHT                    236

      Smiley, calm and contained, hears the sound of a CAB
      drawing up outside.

      A pair of footsteps on the path.

      Scrape of a key in the door.

      A pale rim of light appears around the kitchen door.

      And outside the sound of a second cab drawing up.

      Someone else enters the house. Movement in the kitchen. Two
      men's voices start to speak in Russian.

      Smiley gets up, GUN in one hand, and guided by the line,
      makes his way through the darkness to the door of the
      kitchen, groping, rather like a blind man walking towards
      the light.
                                                                      108.



                          POLYAKOV (O.S.)
                    (In Russian)
                What is your cover story in case
                we are disturbed?

      The sound of ANOTHER voice answering in Russian from
      further back in the room.

      ON Smiley inching across the room.


237   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                    237

      The tape recorder working...

                          POLYAKOV (O.S.)
                    (on tape, in Russian)
                This can be salvaged. Tarr can be
                found and liquidated.


238   EXT. SAFE HOUSE - TOW PATH - NIGHT                        238

      Guillam waits. He turns, his nerves taut, searching the
      shadows for movement. For a moment he's certain he's being
      WATCHED.

      Then, from the house, the signal he's been waiting for.
      Three long flashes. Guillam starts to run.


239   EXT. SAFE HOUSE - TOW PATH - NIGHT                        239

      A nervous Lacon is waiting on a corner, Guillam runs past.

                             PETER GUILLAM
                He's here.

                          OLIVER LACON
                I won't have bloodshed. I want
                absolute calm!

      A cab appears and Mendel jumps out. Mendel and Lacon hurry
      towards the house, Guillam sprinting ahead.


240   INT. SAFE HOUSE - GROUND FLOOR - NIGHT                    240


      CLOSE ON THE TAPE SPOOL - REVOLVING

      ... churning the SILENCE. The sounds of the house
      amplified. No one talking. Perhaps the faintest of coughs.


241   EXT. SAFE HOUSE - NIGHT                                   241
                                                                       109.



      GUILLAM'S P.O.V.

      Racing towards the FRONT DOOR and bursting through, into
      the hallway and on up the stairs, taking them three at a
      time, bursting through into...


242   INT. SAFE HOUSE - MEETING ROOM - NIGHT                     242

      An oddly formal scene. POLYAKOV stands pipe in hand.

      Smiley sits in a chair, GUN in hand. Absurdly, still in his
      STOCKING FEET.

      And opposite him sits BILL HAYDON.

      They all turn to look at Guillam who stands panting in the
      doorway.


      ON GUILLAM

      ... as his nerves and excitement and any hope he might have
      had of a sense of victory DRAINS AWAY, leaving him with
      just an odd sense of embarrassment and shame.


243   EXT. SARRATT - DAY                                         243

      Nissan huts surround a cricket field. Two cadets run laps.

      Smiley walks towards one of the huts, stops as Alleline
      walks out. Alleline, a broken man, can barely look at him.
      With a nod he walks on.


244   EXT. SARRATT - NISSAN HUT - DAY                            244

      An unshaven, exhausted Haydon stands outside the Sarratt
      building in a small fenced enclosure. We see Smiley walking
      towards him. He's brought a box of cigarettes.



245   INT. SARRATT - DAY                                         245

      Haydon is weeping quietly but without emotion. Smiley
      offers Haydon the box of Cigarettes.

                             SMILEY
                   I was assured there would be no
                   coercion.

      Haydon waves it away. Smiley hands him a clean handkerchief.
                                                           110.



                    BILL HAYDON
          It's almost funny George. I know
          the Inquisitors little bag of
          tricks. I taught most of them.
          Don't mind the tears. Just a
          reaction. An over-reaction, if you
          like. Craddox says I'll be off in a
          few days. I keep thinking how I'm
          going to miss the cricket in
          Moscow.

He weeps again.

                    BILL HAYDON (CONT'D)
          I rather hoped you would do a
          little light house-keeping for me.

                       SMILEY
          If I can.

                    BILL HAYDON
          There's a girl...Would you give her
          some money for me? Give her a good
          cover story. If it helps tell her I
          love her. It's all here.

                       SMILEY
          Of course.

                    BILL HAYDON
          There's a boy too. Bung him a few
          quid to shut him up. Take it out of
          the reptile fund.

                    SMILEY
          I did have one or two questions.
          About Prideaux.

                    BILL HAYDON
          Damn it! I got him back, didn't
          I?

                    SMILEY
          Yes, yes you did. That was good
          of you. (Beat) I'm surprised
          Karla didn't shoot him. Or do you
          think he held back out of
          delicacy towards you?

No response. Smiley looks carefully at Haydon's profile.

                    SMILEY (CONT'D)
          Did Prideaux come and see you
          before he left on his Hungarian
          mission?

                    BILL HAYDON
          Yes, as a matter of fact he did.
                                                               111.



                    SMILEY
          To say what?

Haydon stares at him. For the first time the tears seem
real. Guilt and grief. He looks down. A long pause.

                    SMILEY (CONT'D)
              (almost to himself)
          To warn you. Because he knew,
          deep down, it was you all along.

                    BILL HAYDON
          So did you.

Haydon stares out, lost in thought.

                    BILL HAYDON (CONT'D)
          I had to pick a side George. It was
          an aesthetic choice as much as a
          moral one. The West has grown so
          very ugly, don't you think?

Smiley doesn't answer. A moment of silence.

                    SMILEY
          Did Karla ever consider having you
          take over the Circus?

For a moment Haydon looks rattled.

                    BILL HAYDON
          I'm not his bloody office boy.

                    SMILEY
          What are you then?

Haydon turns to Smiley, a flash of hauteur.

                    BILL HAYDON
          I'm someone who made his mark.

Smiley watches him, feeling him shrink in stature before his
eyes. Haydon lights a cigarette.

                    SMILEY
              (Quietly)
          Is there anything you want me to
          pass on to Ann?

For a moment Haydon looks genuinely puzzled.

                    BILL HAYDON
          Oh, that was nothing personal,
          George, I hope you understand that?
          Karla said you were good, the one
          we had to worry about. But you do
          have a blind spot.
                    (MORE)
                                                                        112.

                          BILL HAYDON (CONT'D)
                He reckoned if I was known to be
                Ann's lover you wouldn't be able
                to see me straight. And he was
                right, up to a point.

                          SMILEY
                Up to a point.


246   INT. CONTROL'S FLAT - DAY                                   246

      The flat is now empty, cleared of Control's possessions.
      Smiley looks around, places a CHESS PIECE on the piano. We
      see the piece bears the name HAYDON.

                          SMILEY
                    (Quietly)
                "Tailor."

      He walks away.


247   EXT. SMILEY'S HOUSE - DAY                                   247

      George comes up his path, looking old and tired.


248   INT. SMILEY'S HOUSE - DAY                                   248

      He stops still inside his doorway. The little figure on the
      console table is in the wrong position. Smiley puts his
      hand on it, but doesn't right it, listening to something
      from somewhere inside the house. A faint movement.

      Through the HALF OPEN KITCHEN DOOR we catch a glimpse of a
      WOMAN beyond. ANN is back.

      Smiley stands with his back to us, still in his coat,
      staring through the door at his wife beyond. Something of a
      Vermeer in the image.

      He's absorbing the different atmosphere - home. Deciding
      whether to go in. Or not.

      Suddenly we hear MUSIC - JULIO IGLESIAS, singing a disco
      version of LA MER - very seventies.

      CUT TO:


249   INT. CIRCUS - FIFTH FLOOR PARTY - NIGHT - PAST              249

      The same lively Christmas PARTY at the Circus we saw
      earlier. BILL HAYDON, a little drunk and happy, works his
      way through the packed room, dancing to the Iglesias'
      track, a drink in each hand, a little tongue-in-cheek,
      singing along.
                                                                      113.



      HAYDON'S P.O.V.

      ... other members of the Circus glimpsed as we pass them -
      CONNIE SACHS, WESTERBY, BLAND, drunk, grinning at us. TOBY
      ESTERHASE talking to one of the SECRETARIES...

      The MUSIC continues as we find...

      CONTROL and SMILEY

      ...sitting a little apart, talking. Haydon is still working
      his way through the party...

      We PASS PERCY ALLELINE and his DRUNK WIFE. Alleline looking
      fretful and hoping no-one is noticing the scene she is
      making...

      Haydon grins at all his comrades, feeling fond of everyone,
      but heads on to his destination...

      PRIDEAUX sits watching him come with a drink towards him,
      shakes his head, but can't help but smile fondly at the idiot
      Haydon is prepared to make of himself...


250   OMITTED                                                  250


251   OMITTED                                                  251


252   OMITTED                                                  252


253   OMITTED                                                  253


254   EXT. SARRATT - EVENING - PRESENT                         254

      The music continues as we see two cadets are running on the
      circuit, their white t-shirts only just visible in the
      dark.

      Haydon sits on his bench, smoking, watching them flit by.
      He smiles to himself, remembering. He senses something,
      turns and looks back. Prideaux stands in the shadows behind
      him, some fifteen foot away. The two men stare at each
      other, then Haydon turns back to watch the runners.

      We HOLD CLOSE on his face as Prideaux approaches, the only
      sound the soft wind and his hushed footsteps growing loser.

      Finally...

                             BILL HAYDON
                       (Of the runners)
                   Just like us Jim. (Beat) Best
                   days.
                                                                          114.



        A rifle is placed on the side of his head - the same
        execution shot that we saw used on Irina - the force
        blowing him sideways out of the frame.

        As the music continues we...

                                                        CUT TO:


255     EXT. SARRATT - DAWN                                         255

        Frost on the grass. We find a CADET staring down at the
        corpse of Haydon leaning against the back of the bench,
        outlined in silver frost.

        The music ends.


256     INT. PRIDEAUX'S CARAVAN - DAY                               256

        Prideaux sits on his bed. From outside - the sound of a
        football game. Someone taps on the door. Low. Taps again.
        Prideaux, coiled with grief and anger, suddenly gets up.


257     EXT. PRIDEAUX'S CARAVAN - DAY                               257

        Roach stands in the doorway, carrying a gift - a boot-
        scrape made in woodwork.

                            ROACH
                  I made you something.

        Prideaux stares at the boot scrape.

                            PRIDEAUX
                  I don't want you hanging around
                  here. Keep away from me from now
                  on. Go and join the others.

        Roach stands frozen.

                            PRIDEAUX (CONT'D)
                  Just bloody join in. Go and play
                  damn you.

        He watches Roach walk to the edge of the field and stand
        mutely at the side. A ball rolls towards him. Roach goes to
        kick it. Misses. He tries again, RUNNING OUT OF SHOT.


257aA   EXT. PARIS DEPARTMENT STORE - EVENING                     257aA

        Tarr is walking through a busy street. He stops to light a
        cigarette. A woman in a YELLOW dress appears, reflected in
        the glass. She's holding the hands of two children. For a
        moment it looks like Irina.
                                                                         115.



       Tarr spins round, but the woman has disappeared. He stares
       after her, hoping to catch a glimpse of her again.


257A   EXT./INT. CIRCUS - GROUND-FLOOR LOBBY - DAY                257A

       Smiley walks back into the lobby, hesitates for a moment,
       then pushes on through the turnstile.


258    INT. CIRCUS - CONFERENCE ROOM - DAY                         258

       George takes his place at the baronial chair. He examines
       the CHESS PIECE in his hand. We see it is labelled KARLA.
       He toys with it for a moment, then places it on the table
       in front of him, clears his throat.

                           SMILEY
                 Shall we begin?

       Through the open door Smiley's new inner circle begin to
       enter and take their place at the table around him.

Tinker Tailor Soldier Spy



Writers :   Bridget O'Connor  Peter Straughan
Genres :   Drama  Mystery  Thriller


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