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                              BEAUTY AND THE BEAST



                                   Written by

                     Stephen Chbosky & Evan Spiliotopoulos





                       Based on the 1991 Animated Film
                             "Beauty and the Beast"
                       Screenplay by Linda Woolverton




                                                   August 10, 2016

1   EXT. CASTLE GROUNDS - NIGHT                                1

    A MAGNIFICENT CASTLE. Resplendent, bespeaking great wealth and  
    power. The grounds and stonework immaculate.

                        NARRATOR (V.O.)
              Once upon a time in the hidden heart of
              France, a handsome young Prince lived in
              a beautiful castle...

    RACK FOCUS to a single RED ROSE clinging to a rose bush on a      
    stormy spring night. A WEATHERED HAND plucks the rose.            

                        NARRATOR (V.O.)
              Although he had everything his heart
              desired, the Prince was selfish and                     
              unkind.

2   INT. BALLROOM ENTRANCE - CASTLE - NIGHT                    2

    TIGHT ON THE PRINCE being groomed by his servants. (We do not
    see their faces.) A FRENCH MAID paints an exotic animal mask
    on the Prince's face with a feather brush. A TALL VALET drapes
    the Prince with an elaborately bejeweled coat.

                         NARRATOR (V.O.)
              He taxed the village to fill his
              castle with the most beautiful                          
              objects...

    The MAID dusts his wig with powder -

                        MAID                                          
              Poof poof...                                            

    - while a MAJORDOMO holds a POCKET WATCH, indicating that they  
    are running late.

                        MAJORDOMO                                     
              Master, it's time.                                      

    With a haughty wave, the Prince instructs his FOOTMAN to
    bring more light.

                        FOOTMAN                                       
              Oui, maître.                                            

    A CANDELABRA is lifted to the preening Prince as he looks at
    himself in an ornate HAND MIRROR.

                        NARRATOR (V.O.)                               
              ... and his parties with the most                       
              beautiful people.                                       
                                                                 2.


3   INT. BALLROOM - CASTLE - NIGHT                                   3

    The ornate room is filled with BEAUTIFUL PEOPLE from all              
    corners of the world, each on display for the Prince's                
    pleasure. A circle of eligible maidens bow their heads.               

    Seated in a throne chair dominated by a majestic COAT OF              
    ARMS, the Prince snaps his fingers impatiently at an ITALIAN          
    MAESTRO, who smiles, revealing comically rotten teeth.                

    The maestro sits at a harpsichord and motions to his wife, a
    LARGE DIVA holding a TINY BICHON FRISÉ. As the music begins,
    the Prince steps forward.

    The diva fills the room with a voice as big as her frame.
    The Prince performs a ROUNDELAY with several debutantes:

                        DIVA
              Oh how divine
              Glamour, music and magic combine
              See the maidens so anxious to shine
              Look for a sign that enhances
              Chances
              She'll be his special one

5   INT. BALLROOM - CASTLE - NIGHT                                   5

    The dance speeds up. The Prince connects momentarily with a           
    beautiful woman -- but quickly moves on when his eye catches
    someone even more dazzling:

                        DIVA
              What a display!
              What a breathtaking thrilling array
                  (coos to the dog)
              Every prince, every dog has his day
              Let us sing with passion, gusto
              Fit to bust - oh
              Not a care in the world

    KNOCK KNOCK. The Prince stops. Then a gust of wind blows open  
    the windows. Sconces flicker and go dark. The figure enters
    in silhouette, hobbling on a CANE.

    Furious, the Prince grabs a lit candelabra from the Footman.
    He rudely pushes through the crowd, sweeping people from his
    path. He crosses to the windows, finally revealing --

    AN OLD BEGGAR WOMAN shivering from the rain. She looks to the
    Prince with hope and offers him -- A RED ROSE.

                        NARRATOR (V.O.)
              Then, one night, an unexpected intruder                     
              arrived at the castle, seeking shelter
              from the bitter storm. As a gift, she
              offered the Prince a single rose.
                                                            3.


The PRINCE'S HAND waves her off.    The woman begs on her knees.
The Prince motions to the staff.

                    NARRATOR (V.O.)
          Repulsed by her haggard appearance, the
          Prince turned the woman away. But she                      
          warned him not to be deceived by
          appearances, for beauty is found within.

The majordomo and footman approach to usher her out.   The woman  
lowers her head as if to cry --

                    NARRATOR (V.O.)
          And when he dismissed her again, the old
          woman's outward appearance melted away
          to reveal...

Suddenly, the old woman's cape and hood cocoon.    AN ERUPTION OF
LIGHT as she transforms into...                                      

                    NARRATOR (V.O.)
          ...a beautiful Enchantress.

The wind picks up inside the room.   Frightened, the Prince          
falls to his knees.

                    NARRATOR (V.O.)
          The Prince tried to apologize but it
          was too late. For she had seen that
          there was no love in his heart.                            

As the Prince begs for mercy, his body begins to transform.          
His jewelry pops off. His clothing rips as he grows larger.

                    NARRATOR (V.O.)
          As punishment, she transformed him
          into a hideous beast...

The guests scream in horror and flee. But pushing his way            
through the crowd, A YOUNG BOY slips into the ballroom,
watching in wonder as -- the PRINCE'S SHADOW twists into the
SHADOW OF A HIDEOUS BEAST.

The boy's mother frantically follows him inside --                   

                     BOY'S MOTHER                                    
          Chip!   Chip! Oh my...                                     

-- just as the doors slam shut, leaving the staff, the               
entertainers and the dog trapped in the room.                        

                    NARRATOR (V.O.)
          ... and placed a powerful spell on the
          castle and all who lived there.
                                                                4.


5A   INT. BALLROOM - CASTLE - NIGHT                             5A       

     CLOSE ON a portrait of the handsome prince -- as the beast's        
     giant paw slashes it.                                               

6    EXT. CASTLE - NIGHT                                            6

     Years later, the enchanted castle stands isolated. The         
     property is surrounded by an ice hedge. The only sound is the
     grim winter wind. As we move closer:                           

                         NARRATOR (V.O.)
               As days bled into years, the Prince
               and his servants were forgotten by the
               world. For the Enchantress had erased
               all memory of them from the minds of                      
               the people they loved.                                    

7    EXT./INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT            7    

     At the highest window of the west wing, we see THE BEAST. The  
     ROSE, already wilting, floats before him. To protect it, the
     beast has covered it with a glass bell jar.                    

                         NARRATOR (V.O.)
               But the rose she had offered was truly
               an enchanted rose. If he could learn to
               love another and earn their love in
               return by the time the last petal fell,
               the spell would be broken. If not, he
               would be doomed to remain a beast for
               all time.

     TIGHT ON THE ROSE -- another petal drops.

                         NARRATOR (V.O.)
               As the years passed, he fell into
               despair and lost all hope. For who
               could ever learn to love a beast?

8    EXT. BELLE'S COTTAGE - MORNING                                 8

     The front door of a cozy cottage opens to reveal -- BELLE, a     
     pure beauty blessed with intelligent, fiercely inquisitive eyes.
     With book in hand, she takes a deep breath of morning air and
     gazes toward the church which peeks above the village rooftops.

                         BELLE
               Little town, it's a quiet village
               Every day like the one before
               Little town full of little people
               Waking up to say...

     Belle looks at the clock on the church counting to 8am.   Wait
     for it. 3. 2. 1.
                                                                5.


9   EXT. VILLAGE OF VILLENEUVE - MORNING                            9

    On cue, the villagers begin their day. A HOUSEWIFE opens a           
    window, nods to a WOMAN shaking out a rug nearby. A BUTCHER          
    opens his shop, waves to a COBBLER moving past with his cart.        

                         VILLAGERS
              Bonjour.   Bonjour. Bonjour.   Bonjour.

    An old VAGRANT is the only one to notice Belle, smiling at her  
    as he's tossed inside a HOLDING TANK by two GENDARMES.          

                         VAGRANT
              Bonjour.

    Belle weaves between the villagers, making herself invisible.        
    She passes a harried BAKER, buys a baguette --                       

                        BELLE
              There goes the baker with his tray like
              always
              The same old bread and rolls to sell

    Belle approaches JEAN, the potter, tending to his MULE.              

                        BELLE (CONT'D)
              Every morning just the same
              Since the morning that we came
              To this poor provincial town

                        JEAN
              Good morning, Belle

    Jean scratches his head, trying to remember something.    He         
    searches his cart which is loaded with pottery.

                        BELLE
              Good morning, Monsieur Jean.   Have you
              lost something again?

                        JEAN
              I believe I have. Problem is, I can't
              remember what. Well, I'm sure it will
              come to me.

    As she leaves:                                                       

                        JEAN (CONT'D)
              Where are you off to?

                        BELLE
              To return this book to Pere Robert.
              It's about two lovers in fair Verona.

                        JEAN                                             
              Sounds boring.                                             
                                                               6.


     Later -- Belle passes SCHOOL BOYS as they march into the school  
     house. Their heads turn in unison.

                         SCHOOL BOYS                                  
               Look there she goes
               That girl is strange, no question

     The NASTY HEADMASTER ushers them in impatiently.                 

                         NASTY HEADMASTER
               Dazed and distracted, can't you tell?

     As the boys scramble into school, Belle steps on the stones
     over the duck pond -- revealing GIRLS forced into "woman's       
     work" chores, washing clothes in the circular laverie.
     They're surrounded by women kneading clothes on barrels.         

                         WASHER WOMEN                                 
               Never part of any crowd
               `Cause her head's up on some cloud

                          LITTLE GIRLS
               No denying she's a funny girl
               That Belle

     A FLIRTATIOUS FARMER approaches a PRETTY FISHMONGER'S WIFE.      

                         FARMER                                       
               Bonjour, good day, how is your family?

                         PRETTY FISHMONGER'S WIFE                     
                   (pointed)
               Bonjour, good day, how is your wife?

     THE FISHMONGER pops up next to his wife, sending the would-be-  
     Lothario into retreat. Another fishmonger, the shrewish         
     CLOTHILDE, accosts him:                                         

                         CLOTHILDE
               I need six eggs

     The FARMER points out the price.   Belle moves past.             

                         CLOTHILDE (CONT'D)
               That's too expensive

                         BELLE
               There must be more than this provincial
               life

10   INT. CHURCH VESTRY - DAY                                   10    

     Belle escapes into the peace and serenity of a country
     church. Jolly PERE ROBERT looks up as she enters.
                                                                 7.


                             PERE ROBERT
                  Well! If it isn't the only bookworm                   
                  in town. So where did you run off to                  
                  this week?

                            BELLE
                  Two cities in Northern Italy.    I                    
                  didn't want to come back.                             

     Belle hands "Romeo and Juliet" to Pere Robert, who dutifully
     returns it to the shelves of the town's "library": a COUPLE
     DOZEN BOOKS in total. She remains hopeful.

                            BELLE (CONT'D)
                  Have you got any new places to go?

                            PERE ROBERT
                  I'm afraid not. But you may reread
                  any of the old ones that you'd like.

                            BELLE
                  Thank you, Pere Robert. Your library
                  almost makes our small corner of the                  
                  world feel big.                                       

     He smiles.    Belle picks up a new book and smiles back.

                            PERE ROBERT
                  Bon voyage.

11   EXT. VILLAGE OF VILLENEUVE - DAY                             11

     ANGLE ON BELLE -- nose planted in her book, she walks down
     into the crowded market which is just being set up. Belle          
     passes TOM, DICK, and STANLEY - all burly, tough guys.             

                            TOM, DICK & STANLEY                         
                  Look -- there she goes
                  The girl is so peculiar

     Belle buys jam then glides past an APOTHECARY's open cart:         

                            APOTHECARY                                  
                  I wonder if she's feeling well

     Belle ducks under CHEESE SELLERS carrying their trays:             

                            CHEESE SELLERS                              
                  With a dreamy far-off look
                  And her nose stuck in a book
                  What a puzzle to the rest of us
                  Is Belle

     Behind her, FLORISTS pass with huge bouquets. It's a glorious
     parade but Belle remains oblivious as she continues to read...  
                                                                8.


                          BELLE                                         
                Oh... isn't this amazing?
                It's my favorite part because you'll see
                Here's where she meets Prince Charming
                But she won't discover that it's him
                `Til chapter three

      Three fashion-crazed VILLAGE LASSES -- all dressed in the same    
      style -- pop their heads from the windows of the dress shop.      
      Their MOTHER, who is besotted with Belle, heads outside when      
      she sees her:                                                     

                          VILLAGE LASSES' MOTHER                        
                Now it's no wonder that her name means
                "Beauty"
                Her looks have got no parallel

      Her daughters follow, seething with jealousy:                     

                          VILLAGE LASS #1                               
                But behind that fair facade
                I'm afraid she's rather odd

                          VILLAGE LASSES' MOTHER                        
                    (greets Belle)                                      
                Very different from the rest of us

                          VILLAGE LASSES                                
                She's nothing like the rest of us
                Yes, different from the rest of us

      Belle slips through the crowd.                                    

                           VILLAGERS                                    
                Is Belle                                                

11A   EXT. VILLAGE PROMONTORY - DAY                            11A      

      Looking down on the village is GASTON, a dashingly handsome       
      war hero clad in a dazzling gold breastplate. The only thing      
      bigger than his muscles is his ego. Strapped on his saddle        
      is a musket and the spoils of his hunt: rabbit, fox, and
      fowl. Riding beside him is Gaston's long-suffering aide-de-       
      camp and devoted best friend LEFOU.

      Through his spyglass, Gaston spots Belle.                         

                          GASTON
                Look at her, LeFou. My future wife.                     
                Belle is the most beautiful girl in                     
                the village. That makes her the best.                   

                          LEFOU
                But she's so well-read, and you're
                so...
                    (about to say "not")
                Athletically inclined.                                  
                                                           9.


                    GASTON
          I know. Belle can be as argumentative
          as she is beautiful.

                    LEFOU
          Exactly, who needs her, when you've                   
          got us!                                               

                    GASTON
          Yes, but ever since the war I've been                 
          missing something. And she's the only
          girl I've met who gives me that sense
          of...

                    LEFOU                                       
          Je ne sais quoi?                                      

                    GASTON                                      
          I don't know what that means.                         
                                                                

EXT. VILLAGE OF VILLENEUVE - DAY                                

Gaston and LeFou ride through the village gates. Gaston         
motions toward Belle in the village square. Geese flock         
around her feet, seeming to follow her.                         

                    GASTON
              (singing)
          Right from the moment when I met her,
          saw her
          I said she's gorgeous and I fell
          Here in town there's only she
          Who is beautiful as me
          So I'm making plans to woo and marry
          Belle

As Gaston passes, the lasses try to catch his eye.              

                    VILLAGE LASSES
          Look there he goes, isn't he dreamy
          Monsieur Gaston, oh he's so cute
          Be still my heart I'm hardly breathing
          He's such a tall, dark, strong and
          handsome brute

As Gaston dismounts, the lasses get splattered with mud from    
his horse's hooves. LeFou shoots them a look, whispers:         

                    LEFOU                                       
          It's never gonna happen, ladies.                      

Noticing Belle crossing the market, Gaston starts off in        
pursuit. He grabs flowers from the PERFUME STALL and makes a    
bouquet. As they each make their way through the market:        

    WASHER WOMEN #1, 2, 3                    GASTON                 
Bonjour!                           Pardon!                          
                                                              10.


             BELLE                              BARMAID                 
Good day.                          Mais oui!                            

             TOM                            HOUSEWIFE #1                
You call this bacon?               What lovely flowers!                 

        CHEESEMAKER #2                      WOOD CARRIER                
Some cheese...                     ...Ten yards!                        

         BREAD BUYER                            GASTON                  
...One pound.                      `Scuse me!                           

        CHEESEMAKER #1                    GASTON (CONT'D)               
I'll get the knife.                Please let me through!               

          JAM SELLER                          COBBLER                   
This bread...                      Those fish...                        

          JAM SELLER                      COBBLER (CONT'D)              
It's stale!                        They smell!                          

            BELLE                              GASTON
There must be more than this       Just watch -- I'm going to
provincial life!                   make Belle my wife!

The image swells to reveal the whole village, singing.

                      ALL
            Look there she goes a girl who's
            Strange but special
            A most peculiar mademoiselle
            It's a pity and a sin
            She doesn't quite fit in!

                      VILLAGE LASSES
            But she really is a funny girl

                      VILLAGE MEN
            A beauty but a funny girl

                      ALL
            She really is a funny girl that Belle!                  

Slightly out of breath, Gaston finally catches up with Belle.       

                      GASTON
            Good morning, Belle!   Wonderful book you               
            have there.

                      BELLE
            You've read it?

                      GASTON
            Well, not that one. But, you know.                      
            Books.                                                  
                (hands her the flowers)
            For your dinner table. Shall I join you
            this evening?                                           
                                                                11.


                         BELLE                                          
               Sorry, not tonight.                                      

                          GASTON                                        
               Busy?                                                    

                          BELLE                                         
               No.                                                      

     A mortified smile and Belle is off.   LeFou approaches.            

                          LEFOU                                         
               So.   Moving on?                                         

                         GASTON
               No, LeFou. It's the ones who play                        
               hard to get that are always the                          
               sweetest prey.                                           

                         GASTON (CONT'D)                                
               That's what makes Belle so appealing.                    
               She hasn't made a fool of herself just                   
               to gain my favor. What would you call                    
               that?                                                    

                          LEFOU                                         
               Dignity?                                                 

                         GASTON                                         
               It's outrageously attractive, isn't                      
               it?                                                      

     Gaston looks at the village lasses standing outside of the         
     tavern. They all give him the eye. Gaston saunters over.           

12   EXT. BELLE'S COTTAGE - DAY                                   12

     Belle hears the tinkle of a sweet MUSIC BOX tune wafting out of  
     her father's basement workshop.                                  

13   INT. CELLAR WORK ROOM - BELLE'S COTTAGE - DAY                13    

     Belle descends into to her father's dusty work room. Sunlight  
     spotlights MAURICE hunched over his workspace. Belle quietly
     watches as he sings along with the music box theme.            

                         MAURICE                                        
               How does a moment last forever?                          
               How can a story never die?                               
               It is love we must hold on to                            
               Never easy -- but we try                                 

     Maurice tinkers with gears on the box, which depicts an artist  
     in a Parisian garret, painting his wife's portrait as she holds
     a red rose above their baby.                                     
                                                         12.


                      MAURICE (CONT'D)
            Sometimes our happiness is captured
            Somehow a time and place stand still
            Love lives on inside our hearts
            And always will
                (seeing Belle)
            Oh, good, Belle, you're back. Can you                
            please hand me the --

Before he can say the word "screwdriver" it's in his hand.

                         MAURICE (CONT'D)
            And the --                                           

Tweezers.   Then Belle hands him a small hammer...               

                      MAURICE (CONT'D)                           
            No no I don't need --                                

... just as a spring pops off.                                   

                      MAURICE (CONT'D)                           
            Actually yes, that's exactly what I                  
            need.                                                

He goes back to tinkering. Belle gazes at other music boxes,
each a small work of art, depicting famous landmarks from
around the world.

                      BELLE
            Papa, do you think I'm odd?

                      MAURICE
            My daughter? Odd?     Where did you get              
            an idea like that?

                      BELLE
            I don't know. People talk.                           

                      MAURICE                                    
            Oh. People. This village may be                      
            small, small-minded even, but small                  
            also means safe.                                     

Maurice can see this line of argument doesn't do much for his    
daughter.                                                        

                      MAURICE (CONT'D)
            Even back in Paris, I knew a girl who                
            was so different, so daring, so ahead
            of her time that people mocked her
            until the day they found themselves
            imitating her.                                       

                      BELLE                                      
            Just tell me one more thing about her.               
                                                               13.


      Maurice turns to the music box as if to change the subject.        
      But looking back up to Belle's eagerness, he relents.              

                          MAURICE                                        
                Your mother was... fearless.                             
                Fearless.                                                

      With that, Maurice closes his music box.                           

14    EXT. BELLE'S COTTAGE - DAY                                   14

      As Maurice carefully loads his music boxes onto his wagon,         
      Belle tends to the family's old glue horse, PHILIPPE.              

      Maurice climbs into the wagon, and smiles down at his              
      daughter.                                                          

                          MAURICE
                What would you like me to bring you from
                the market?

                          BELLE
                A rose like the one in the painting.

                          MAURICE
                You ask for that every year.

                          BELLE
                And every year, you bring it.

                          MAURICE
                Then I shall bring you another. You                      
                have my word. Come on, Philippe!                         

                          BELLE                                          
                I'll see you tomorrow!                                   

                            MAURICE                                      
                Tomorrow!    With the rose!                              

      As Maurice rides away, Belle's warmth gives way to concern.        

                          BELLE                                          
                    (to herself)                                         
                Stay safe...                                             

14A   INT. BELLE'S COTTAGE - TACKROOM - DAY                    14A       

      Surrounded by design sketches, Belle's workbench features a        
      small model of her `washing machine' prototype. Belle places       
      the miniature barrel in position... fastens a rope to a            
      leather strap... shaves chips off a block of soap... collects      
      the soap chips in a small sack... and rushes out.                  

15    EXT. VILLAGE OF VILLENEUVE - LAVERIE - DAY                   15

      A young WASHER GIRL watches as --                                  
                                                              14.


     Belle tosses clothes and some soap chips into an empty BARREL  
     and rolls it into the fountain! It bobs on its side. Tying the 
     other end of the strap to the mule's harness, she sets him     
     walking around the circular laverie...

                         WASHER GIRL
               What are you doing?

                         BELLE
               The laundry.

     With a smile, Belle points to the rotating barrel, which now    
     resembles a very early Whirlpool washing machine. Belle takes  
     her book and quietly begins to read. After a moment, she looks  
     up to find the washer girl staring at her, speechless.          

                         BELLE (CONT'D)                                
               Come!                                                   

     Belle waves for the girl to join her.                             

16   EXT. VILLAGE OF VILLENEUVE - LAVERIE - DAY (LATER)          16

     The NASTY HEADMASTER emerges from the school house to see --      

     The barrel is now filled with sudsy clothes. Belle is sitting
     with the washer girl. She holds a book open, teaching the girl  
     to read.

                         WASHER GIRL                                   
                   (struggling)                                        
               The blue bird flies...                                  

                         BELLE                                         
               ...over the dark wood.                                  

                         NASTY HEADMASTER
               What on earth are you doing?

     He is joined by the fishmonger CLOTHILDE, outraged.               

                         NASTY HEADMASTER (CONT'D)
               Teaching another girl to read? Isn't                    
               one enough?                                             

     Belle locks eyes with the headmaster, then turns back to the
     girl. The headmaster seethes.

                         CLOTHILDE
               We have to do something.

18   EXT. VILLAGE OF VILLENEUVE - LAVERIE - DAY (LATER)          18    

     Belle's washing machine is hauled out of the laverie and          
     dumped onto the ground. She collects her laundry from the         
     dirt, trying to remain poised before the gawking crowd.           
                                                               15.


17   EXT. VILLAGE OF VILLENEUVE - DAY (LATER)                      17

     Gaston shakes his head and laughs, absolutely smitten.

                         GASTON
               You are the wildest, most beautiful
               thing I've ever seen. No one deserves
               you, but at least I know our children
               will be beautiful.

     A reverse angle reveals Gaston was addressing his reflection        
     in a shop window.                                                   

                         LEFOU (O.S.)                                    
               Am I catching you at a bad time?                          

                         GASTON                                          
               What is it, LeFou?

                         LEFOU
               A certain damsel is in distress.                          

                         GASTON
               Oh well. It's hero time.
                   (to his reflection)                                   
               I'm not done with you yet.                                

     And he's off.   LeFou steps up to the mirror.                       

                         LEFOU                                           
               Me neither.                                               

19   EXT. BELLE'S COTTAGE - DAY (LATER)                            19    

     Gaston follows Belle back to her cottage.                           

                         GASTON                                          
               Belle! Heard you had a little trouble                     
               with the headmaster. He never liked                       
               me, either. Can I give you a little                       
               advice about the villagers, though?                       
               They're never going to trust the kind
               of change we're trying to bring.                          

     Pursuing her into her garden, he trampling cabbages.                

                         BELLE
               All I wanted was to teach a child to                      
               read.

                         GASTON
               The only children you should concern
               yourself with are... your own.

     Belle looks for a way out.   She doesn't like where this is         
     going.
                                                                16.


                         BELLE
               I'm not ready to have children.                           

                         GASTON
               Maybe you haven't met the right man.                      

                         BELLE
               It's a small village, Gaston.     I've                    
               met them all.

                         GASTON
               Maybe you should take another look.                       
               Some of us have changed.                                  

     She climbs the steps to her cottage door.    Gaston follows         
     close behind.                                                       

                         BELLE                                           
               Gaston, we could never make each other                    
               happy. No one can change that much.                       

                         GASTON                                          
               Belle, do you know what happens to                        
               spinsters in our village after their                      
               fathers die?                                              

     Gaston motions to the street, where we find AGATHE, a               
     spinster, late 30's, dirty and homeless, rattling her cup:          
     "alms for the poor?"                                                

                         GASTON (CONT'D)                                 
               They beg for scraps, like poor Agathe.                    
               This is our world, Belle. For simple                      
               folk like us, it doesn't get any better.

                         BELLE
               I might be a farm girl, but I'm not                       
               simple. I'm sorry, but I will never
               marry you, Gaston.

     Gaston keeps the gallant smile plastered as she shuts the door  
     in his face.                                                    

20   EXT. BELLE'S COTTAGE - SUNSET                                 20

     Belle watches Gaston leave.   She opens the door.                   

                         BELLE
               Can you imagine? Me, the wife of that                     
               boorish, brainless...                                     

     She turns away from the home she thinks she will never              
     escape.                                                             

                         BELLE (CONT'D)
               Madame Gaston, can't you just see it
               Madame Gaston, his little wife
               No sir, not me, I guarantee it
                         (MORE)
                                                                 17.

                         BELLE (CONT'D)
               I want much more than this
               Provincial life...

21   EXT. VILLAGE PROMONTORY - SUNSET                                21    

     Belle races up the hills to the outskirts of town. When she
     reaches the highest point, we circle around to reveal the town
     spread out beneath her.

                         BELLE
               I want adventure in the great wide
               somewhere
               I want it more than I can tell
               And for once it might be grand
               To have someone understand
               I want so much more than
               They've got planned

     As the last rays of light fade we RISE to reveal a forest in the
                                                                     
     distance, where the skies begin to rage. A swirling wind and a  
     streak of...

22   EXT. WOODS - EVENING                                            22

     Lightning. The sky flashes.     The wind picks up.   Worried,
     Maurice urges Philippe on.                                            

                         MAURICE
               The woods are lovely, aren't they                           
               Philippe...? I only wish I recognized                       
               them. Do you know where we are?                             
               Because I don't.                                            

     As the woods get darker, a WITHERED TREE that looks like an
     ELDERLY PERSON'S CANE is struck by lightning.                         

                            MAURICE (CONT'D)                               
               Whoa!                                                       

     The tree splits in two, one half falling into the road,               
     revealing... a HIDDEN PATH. Philippe whinnies nervously.              

                         MAURICE (CONT'D)                                  
               Hmm... yes, we can go this way. Walk                        
               on! One path closes, another one                            
               opens.                                                      

     They leave the blocked road and head down the path.    Maurice        
     looks down to see a light snow cover on the ground.    Philippe       
     snorts.                                                               

                         MAURICE (CONT'D)                                  
               It's all right boy, it's just a bit of                      
               snow... in June.                                            

     And they descend into --                                              
                                                              18.


23   EXT. ENCHANTED WOODS - EVENING                               23    

     We have entered another world. A light, whirling snow
     descends on Maurice, dusting his coat. The clippity-clop of
     hooves echo in stillness.                                          

     Suddenly, A WHITE WOLF roars out of the bushes, barely missing  
     them. Gaze darting, Maurice notices WHITE WOLVES running on an  
     icy ledge above him. The wolves keep pace, massing to overrun
     him.

                         MAURICE
               Go, Philippe! Hurry!

     Maurice urges his horse on, but his rickety cart starts to
     buckle. A HARNESS IS LOOSE.                                        

     The wolves leap in front of the cart, which comes undone,
     tipping over on its side. The chest of music boxes smashes open 
     on the ground. Maurice is launched up onto a ridge -- and finds 
     himself face-to-face with the snarling and scarred ALPHA WOLF.  

     Terrified, Maurice turns and begins sliding down the snowy ridge
                                                                     
     -- towards a trio of wolves waiting below.                      

                           MAURICE (CONT'D)                             
               Philippe!                                                

     As Maurice drops from the ridge, Philippe appears beneath him --
                                                                     
     and Maurice lands on his back!                                  

                           MAURICE (CONT'D)                             
               Go!   Go!                                                

     Philippe rides. PAWS crush twigs -- SLAVERING JAWS -- EYES mad  
     with hunger -- a gleam of FANGS -- Philippe gallops. Maurice
     races toward the CASTLE ICE GATES -- which churn open as the    
     wolves draw near.

     Maurice and Philippe speed through the gates as the wolves skid
     to a stop, their HOWLS turning to YELPS OF FEAR.

24   EXT. CASTLE GROUNDS - EVENING                                24    

     Maurice stares in open-mouth awe at THE BEAST'S CASTLE. A grey  
     edifice seemingly growing out of stone and reaching to troubled  
     skies. It feels like a place hiding its face from the world.  

                         MAURICE                                        
                   (to Philippe)                                        
               Oh Philippe, you saved my life...                        
               They'll have to get their dinner                         
               somewhere else.                                          

     ANGLE ON MAURICE -- as he draws near the castle, he notices a      
     colonnade filled with WHITE ROSE BUSHES. Just beyond, he sees      
     the door to the STABLES swinging in the wind. A LAMP has been      
     lit inside. As if inviting a tired traveler.                       
                                                                     19.


     Maurice strokes Philippe's neck.                                       

                            MAURICE (CONT'D)                                
                  Water, fresh hay. Looks like you're                       
                  set, old friend. Rest here...                             

     Warily, Maurice peers out at the intimidating castle.

                            MAURICE (CONT'D)
                  While I pay my respects to our unwitting                  
                  host... whoever that may be...                            

     He leaves.    Philippe stares uneasily at a statue of a horse.

25   EXT. TERRACE - CASTLE - EVENING                                  25

     Cautiously, Maurice approaches the castle door. He gazes up at
     a row of TORCHES held by sculpted iron hands. The hands are so
     life-like, does a double-take.                                  

                             MAURICE                                        
                  Hm.                                                       

     Then --

26   INT. FOYER - CASTLE - NIGHT                                      26

     -- the DOOR OPENS with a creak.      Maurice peers in.

                             MAURICE
                  Hello?   Anyone home?

     Silence. Flashes of lightning illuminate a once-elegant space  
     now fallen into disrepair.

                            MAURICE (CONT'D)
                  Forgive me, I don't mean to intrude.   I
                  need shelter from the storm. Hello?

     Maurice puts his hat and coat on a COAT RACK at the entrance.
     Maurice turns, not seeing the coat rack shake the snow off.

     Maurice explores,     scanning the room and its FURNITURE --           
     TABLES, CHAIRS, A     FEATHER DUSTER. A MANTLE CLOCK AND               
     CANDELABRA SIT ON     A TABLE. As Maurice passes them, the             
     candelabra slowly     TURNS -- as if watching him. This is             
     LUMIÈRE, formerly     head footman to the Prince.                      

                            LUMIÈRE                                         
                  Must have lost his way in the woods...                    

     The candelabra continues craning -- while the mantle clock     
     beside it remains rigid. Meet COGSWORTH, every bit the stiff-  
     upper-lip majordomo.                                           

                            COGSWORTH                                       
                      (whispers)                                            
                  Shut up, you idiot.                                       
                                                                  20.


      Hearing this, Maurice spins -- but sees only an ordinary           
      candelabra and clock on the table. Curious, he approaches,         
      leaning down to the clock...                                       

                          MAURICE                                        
                Mm... extraordinary.                                     

      He picks up the candelabra, inspecting it.                         

                          MAURICE (CONT'D)                               
                This is beautiful...                                     

      An echo of eerie harpsichord music makes Maurice turn toward       
      the ballroom. He places the candelabra back down and exits.        

                          LUMIÈRE                                        
                A man of taste.                                          

                          COGSWORTH                                      
                He was talking about me.                                 

26A   INT. BALLROOM - CASTLE - NIGHT                              26A    

      Maurice walks through a door into a dark cavernous room. His
      eyes adjust to the light and he realizes he's in a VAST        
      BALLROOM. Once the scene of joy, the ballroom knows only solemn
      decay. Suddenly --                                             

                          CADENZA                                        
                Oops!                                                    

      -- The harpsichord stops playing.    Wary, Maurice goes back to --
                                                                        

26B   INT. FOYER - CASTLE - NIGHT                                 26B    

      Maurice crosses to a crackling fire, speaking to his unseen        
      host.                                                              

                          MAURICE                                        
                Wherever you are, I'm just going to                      
                warm myself by the fire...                               

      Maurice warms his frozen fingers, rubs his hands together to       
      spread the heat.

                          MAURICE (CONT'D)
                That's better. Oh, much better...                        

      As Maurice turns to warm his backside, he hears the clink of       
      silverware from an adjoining room.                                 

27    INT. DINING ROOM - CASTLE - NIGHT                            27

      Maurice enters to find a vast dining room dominated by a           
      BANQUET TABLE where a meal has been set out.                       

                          MAURICE                                        
                Oh, thank you!                                           
                                                                    21.


     Famished, Maurice sits, tears off a hunk of bread and devours         
     it ravenously.                                                        

     As Maurice looks around for something to wash down the food, a  
     CUP OF TEA slides into his hand. Maurice calmly gives the cup a 
     double-take. Meet CHIP, an 8 year-old boy tea cup. He           
     whispers:

                         CHIP
               Mom said I wasn't supposed to move                          
               because it might be scary. Sorry.

     Maurice chews, smiles benevolently.                                   

                         MAURICE                                           
               It's all right.                                             

     And bolts from the table.                                             

28   INT. FOYER - CASTLE - NIGHT                                     28

     Like any sane person, Maurice backs toward the door.       He bows    
     and calls into the shadows...

                          MAURICE
               Thank you. Really, I cannot thank you
               enough for your hospitality...
                      (takes his coat and hat)
               ... And kindness.                                           

     A flash of lightning briefly illuminates a BEASTLY SHAPE on the
     staircase. At the next flash -- THE SHAPE IS GONE.

29   EXT. CASTLE GROUNDS - NIGHT                                     29

     Maurice rides Philippe away from the castle.        He notices the    
     colonnade filled with rose bushes again.                              

                          MAURICE                                          
               Roses!   Yes...                                             

     Maurice dismounts, checking to see that he hasn't been                
     followed from the castle. He strokes his nervous horse,               
     leaving him outside as he enters.                                     

                         MAURICE (CONT'D)                                  
               Can't go home empty handed... I                             
               promised Belle a rose, didn't I?      I                     
               think it's safe...                                          

     We catch GLIMPSES of A DARK SHAPE moving atop the colonnade.          
     A taloned PAW. A swishing TAIL.                                       

     Philippe snorts, sensing danger. Maurice spies a single               
     PERFECT WHITE ROSE among the others.                                  

     CLOSE on the beast's EYES.     Enraged.   Wounded.                    
                                                               22.


      Maurice reaches for it.                                            

                            MAURICE (CONT'D)                             
                Ow!                                                      

      Pricked by a thorn, he pulls his hand back -- then tries           
      again. He PICKS the rose -- only to hear a booming ROAR from       
      above.                                                             

      ANGLE ON MAURICE -- terrified as the dark shape leaps down         
      from the colonnade. Maurice drops the rose, stumbling and          
      falling as a DARK SHADOW is cast over him.                         

      Philippe breaks his harness, whinnies in terror and flees,         
      charging through the castle grounds and out the ice gates.

29A   EXT. VILLAGE PROMONTORY - DAY                            29A       

      A first whisper of dawn as Philippe bursts out of the forest.      
      He thunders down to the village.                                   

30    EXT. BELLE'S COTTAGE - DAY                                   30

      The sun is fresh on the horizon, and Belle is already up. A        
      whinny disturbs her. She looks up to find Philippe, thirsty
      and exhausted.                                                     

                            BELLE
                Philippe?

      Belle puts strokes the horse's neck as he drinks deeply from the
                                                                      
      trough.

                          BELLE (CONT'D)
                What happened? Where is Papa?!                           

      Belle goes still. Notices Philippe's torn straps and tattered
      reins. In dread, her gaze darts to the woods.

                          BELLE (CONT'D)                                 
                Take me to him!                                          

31    EXT. WOODS - DAY                                             31

      Sunlight barely seeps through the thick branches lighting
      Belle's way as Philippe gallops past the FALLEN CANE TREE.

32    EXT. ENCHANTED WOODS - DAY                                   32

      Belle races through the enchanted woods, coming upon Maurice's  
      tipped over wagon. She sees the broken chest and scattered      
      music boxes.                                                    

      With a mix of apprehension and determination, Belle sets her
      jaw, and continues the gallop until the path brings her to...
                                                                23.


32A   EXT. TERRACE - CASTLE - DAY                                  32A    

      Belle dismounts Philippe. Finding a THICK BRANCH, she wields it
                                                                     
      like a club, then bravely crosses to the castle and enters.    

33    INT. FOYER - CASTLE - DAY                                    33

      Club held high, ready to defend herself, Belle cautiously eases
      the door open and peeks inside.

      The atmosphere of the castle presses in on Belle. Creepy DRAGON
                                                                     
      STATUES on the staircase seem like they're watching. Eerie     
      SHADOWS stretch down impossibly long hallways.                 

                          LUMIÈRE
                Look, Cogsworth. A beautiful girl.

                          COGSWORTH
                I can see it's a girl.    I lost my                       
                hands, not my eyes.                                       

                          LUMIÈRE
                But what if she is the one?   The one
                who will break the spell?                                 

      Belle reacts.   Quickly moves towards the voices --

                          BELLE
                Who said that? Who's there?

      Belle reaches the spot where she heard the voices. No one
      there. Only a clock and candelabra. Suddenly, a COUGH echoes  
      through the castle. Belle grabs the candelabra and climbs a   
      long staircase. The clock shudders with dread.                

34    INT. PRISON TOWER - CASTLE - DAY                             34

      Belle follows the cough up a labyrinth of stairs until she
      reaches the dark prison tower and a GRATED IRON DOOR.

                           BELLE
                Papa!?   Is that you?                                     

      Belle sees Maurice through a grate in the door.   He looks          
      terribly pale and sick, coughing.                                   

                           MAURICE (O.S.)
                Belle?   How did you find me!?

      Belle puts the candelabra down and clutches his hands.              

                          BELLE
                Oh, your hands are ice.   We need to get
                you home.                                                 
                                                        24.


                    MAURICE
          Belle, you must leave here at once.                 
          This castle is alive! Now go, before                
          he finds you!                                       

                    BELLE                                     
          Who?!                                               

The beast roars. Belle spins quickly, swinging her club to    
strike, but the figure jumps onto another staircase. Belle
searches the shadows. The voice circles her.

                    BELLE (CONT'D)
          Who's there? Who are you?

                    THE BEAST (O.S.)
          Who are you?                                        

                    BELLE
          I've come for my father.                            

                    THE BEAST (O.S.)
          Your father is a thief.

                    BELLE
          Liar!                                               

                    THE BEAST (O.S.)
          HE STOLE A ROSE.                                    

In Belle's wide eyes, we see her guilt.                       

                    BELLE
          I asked for the rose.   Punish me, not              
          him!                                                

                    MAURICE
          No, he means forever. Apparently                    
          that's what happens around here when                
          you pick a flower.                                  

                    BELLE
          A life sentence for a rose?

                    THE BEAST
          I received eternal damnation for one.
          I'm merely locking him away. Now... do              
          you still wish to take your father's
          place?

                    BELLE
          Come into the light.

The figure remains still. Belle grabs hold of Lumiere and     
thrusts the candle forward, illuminating a HIDEOUS HORNED     
FACE. Belle's eyes go wide as she clearly sees THE BEAST.
The only part of him that seems human are his eyes. BLUE.
                                                              25.


     DEEP. SOULFUL.   And flicked with pain when he sees Belle's        
     revulsion.                                                         

                         THE BEAST
               CHOOSE!                                                  

                         MAURICE
               Belle, I won't let you do this. I                        
               lost your mother. I won't lose you                       
               too. Now go!                                             

     Maurice falls into a terrible coughing fit.                        

                         BELLE
               Alright, Papa. I will leave.                             
                   (to the beast)
               I need a minute alone with him.                          

     The beast doesn't respond.                                         

                          BELLE (CONT'D)                                
               Are you so cold-hearted that you won't                   
               allow a daughter to kiss her father                      
               goodbye?                                                 
                      (off his proud grunt)
               Forever can spare a minute!

     Intrigued by her defiance, the beast moves toward her, reaching
     out with his massive paw. Belle closes her eyes, bracing
     herself for his retaliation. Instead, she hears -- CLANG.

     Belle opens her eyes to find herself eye to eye with the beast's
     chest. He has reached high above her head to pull down an iron
     lever, unlocking the door.                                      

                         THE BEAST
               When this door closes, it will not open
               again.

35   INT. PRISON CELL - CASTLE - CONTINUOUS                    35

     Belle rushes in and embraces her father.

                         BELLE
               I should have been with you.                             

                         MAURICE
               Belle, listen to me. It's all right.                     
               Live your life. Forget me.                               

                         BELLE                                          
               Forget you? Everything I am is because                   
               of you.                                                  

                         MAURICE                                        
               I love you, Belle.    Don't be afraid.                   
                                                                  26.


                         BELLE                                            
               I love you too, Papa...                                    

     She pulls him close.                                                 

                         BELLE (CONT'D)                                   
               I'm not afraid.                                            
                   (whispers)                                             
               And I will escape, I promise.                              

                            MAURICE
               What?!

     With that, she pivots and swings her father through the door
     just as the beast slams it shut. Maurice trips to the ground,
     giving the beast a second to turn to Belle. They lock eyes.    

                         THE BEAST
               You took his place.                                        

                         BELLE
               He is my father.

                         THE BEAST                                        
               He's a fool. So are you.                                   

     The beast turns and drags Maurice away.                              

                         BELLE
               Don't hurt him!

     Through the latticework, Belle sees the beast and her father         
     disappear down the corridor. She rushes to the window and            
     watches the beast carry her father down the spiral staircase         
     of the prison tower.                                                 

                          MAURICE
               Belle!   I'll come back!    I promise!                     

     Once she is alone, Belle cannot help herself.      She slumps to
     the floor and the tears come. We FADE OUT.                           

36   OMITTED                                                        36    

37   OMITTED                                                        37    

38   OMITTED                                                        38    

39   INT. CELL - PRISON TOWER - DUSK                                39

     Belle huddles in the corner.     The cell door swings opens.

                          LUMIÈRE (O.S.)
               Forgive my intrusion, mademoiselle,
               but I have been sent to escort you to                      
               your room.
                                                            27.


Belle wipes her tears and stands.    She grabs a small stool,
ready to strike.

                     BELLE
          My room?   But I thought --

                    LUMIÈRE (O.S.)                                
          What? That once this door closes it                     
          will not open again, RARRR? I know, he                  
          gets so dramatic.                                       

Belle bounds out of the cell, raising the stool to hit a grown
man. Instead, she sees... a candelabra wave at her.

                     LUMIÈRE (CONT'D)
          `Allo.

                     BELLE
          AHHH!                                                   

Like seeing a mouse, Belle bashes the candelabra. It grunts as
it clatters on the stone floor. The candles extinguished.

WHOOSH -- the first candle relights. WHOOSH -- the second.      
Illuminated by the two arm candles, Belle makes out EYES and a
rudimentary "FACE" in the design.

                    LUMIÈRE
              (recovering)
          Oh, you are very strong.    That's a                    
          great quality!

                    BELLE
          What are you?

The arms light the main candle to reveal a rakish smile.

                    LUMIÈRE                                       
          I am Lumière.

                    BELLE                                         
          And you can talk.                                       

Cogsworth appears, out of breath.                                 

                    COGSWORTH                                     
          Of course he can talk, it's all he                      
          ever does! Now Lumiere, as head of                      
          the household, I demand that you put                    
          her back in the cell at once!                           

Officially freaked out now, Belle retreats to her cell, in        
search of a better weapon.                                        

                    LUMIÈRE                                       
          What do you want to be for the rest of                  
          your life, Cogsworth: a man or a mantle                 
          clock?                                                  
                                                               28.


     They turn back to Belle, re-emerging from the cell.              

                         LUMIÈRE (CONT'D)                             
               Ready, miss?                                           
                   (to Cogsworth)                                     
               Trust me.                                              

40   EXT. ROOFTOP WALKWAY - CASTLE - EVENING                    40

     Holding Lumière, Belle follows Cogsworth across a stone walkway
     high above the grounds. Her eyes dart, looking for an escape
     route. Instead, she sees how vast the castle and woods are.      

                         LUMIÈRE
               You must forgive first impressions, I                  
               hope you are not too startled.                         

                         BELLE                                        
               Why would I be startled?   I'm talking                 
               to a candle.                                           

                         LUMIÈRE                                      
               Candelabra, please. Enormous                           
               difference. But consider me at your                    
               service. The castle is your home now,                  
               so feel free to go anywhere you like --

                         COGSWORTH
               Except the west wing!                                  

     Lumière throws him a `would-you-please-shut-up' look.            

                         COGSWORTH (CONT'D)                           
               Which we do not have.                                  

                         BELLE                                        
               Why, what's in the west wing?                          

                         LUMIÈRE                                      
               Uh... nothing. Storage space.   That's                 
               it.                                                    

     Belle looks back at the spooky tower of the west wing.           

                         LUMIÈRE (CONT'D)                             
               This way, please!                                      

                         COGSWORTH                                    
               To the east wing.                                      

                         LUMIÈRE                                      
               Or as I like to call it, the only                      
               wing! Watch your step s'il vous                        
               plait.                                                 
                                                               29.


41   INT. CORRIDOR/BELLE'S BEDROOM - CASTLE - EVENING            41

     Belle stands outside the bedroom door, anticipating worse
     squalor...                                                        

                         LUMIÈRE                                       
               Welcome to your new home. It's                          
               modest, but comfortable...                              

     Instead, the door opens to --                                     

42   INT. BELLE'S BEDROOM - CASTLE - EVENING                     42    

     -- the most beautiful, magical room she's ever seen.   The entire
                                                                      
     ceiling is a painting of white clouds in a blue sky.   There is a
     LARGE DRESSER and a COMFORTABLE BED. Opulence.

                         BELLE
               It's... beautiful.

                         LUMIÈRE
               Of course. Master wanted you to have
               the finest room in the castle.

     Lumière leaps onto the bed and - POOF - dust fills the air.       

                          LUMIÈRE (CONT'D)
               Oh dear!   We were not expecting guests.                

     PLUMETTE, a feather duster, swoops into the room, giving the      
     surfaces a quick dusting.

                         PLUMETTE                                      
               Enchanté, Mademoiselle! Don't worry,                    
               I'll have this room spotless in no                      
               time!                                                   

     She lands in the arms of Lumière, whose candles burn a little     
     hotter once she speaks in her sexy French accent.

                          PLUMETTE (CONT'D)
                      (sotto)
               This plan of yours is... dangerous.

                         LUMIÈRE
               I would risk anything to kiss you again,
               Plumette.

     He moves to embrace her, but she stops him.                       

                         PLUMETTE
               No, my love. I've been burned by you
               before. We must be strong.

                         LUMIÈRE
               How can I be strong when you make me so
               weak?
                                                             30.


Cogsworth clears his throat.    Belle backs away from the          
strange creatures.                                                 

                    BELLE                                          
          Is everything here alive?
              (picks up a HAIR BRUSH)                              
          Hello, what's your name?                                 

Cogsworth looks up at her, puzzled.                                

                    COGSWORTH                                      
          Um... that's a hair brush.                               

Belle hears a loud SNORE behind her, and turns to see the          
DRESSER bursting open with an operatic "laaaaaa!" Belle            
shrieks and steps back.                                            

                    LUMIÈRE
          Do not be alarmed, mademoiselle. This
          is just your wardrobe. Meet Madame De
          Garderobe. A great singer.

                    COGSWORTH                                      
          When she can stay awake.                                 

                       GARDEROBE                                   
          Cogsworth!     A diva needs her beauty rrr-              

MADAME DE GARDEROBE yawns loudly.

                    LUMIÈRE
          Ah, stay with us, Madame!    We have                     
          someone for you to dress!

Garderobe's gilded arms stroke Belle's shoulder and face.          

                    GARDEROBE
          Finally. A woman. Pretty eyes.                           
          Proud face. Perfect canvas. Yes! I                       
          will find you something worthy of a
          princess.

                    BELLE
          But I'm not a princess.

                    GARDEROBE
          Nonsense! Now, let's see what I've                       
          got in my drawers.

Garderobe's doors open and a few moths fly out.

                    GARDEROBE (CONT'D)
          Oh, how embarrassing.

Garderobe places a large HOOP over Belle's head, and proceeds      
to create an outfit using fabric and her pinking-shear hands.      
FROUFROU, a piano stool, runs in, barking like a dog.              
                                                                31.


                         GARDEROBE (CONT'D)                             
               Come here, Froufrou. Come help mama!                     

     Froufrou tugs at the fabric, helping Garderobe complete the        
     outfit -- which is garish and too too much, all wrong for          
     Belle.                                                             

                           GARDEROBE (CONT'D)                           
               Perfetta!                                                

     Lumière and Cogsworth put on a game smile.                         

                          LUMIÈRE                                       
               Mm.   Subtle. Understated.    I love it!                 

     With a deep bow and a whistle for Froufrou, Lumière drags     
     Cogsworth out. Plumette and Froufrou follow. Garderobe calls  
     out after her beloved dog.

                         GARDEROBE
               Froufrou, send my love to the maestro!

     The door closes. Belle is alone. Garderobe instantly falls         
     asleep with a big SNORE. Belle has one beat of... where the        
     hell am I? She ducks down, then crawls out from underneath
     the enormous dress, which remains standing.

     Belle looks around the room with one thing in mind: escape.
     She quickly moves to the window. Opens it. She looks down          
     at the 100 foot drop leading to the grounds.                       

     Belle turns back to the room, and gazes at the dress.   An         
     idea taking shape.                                                 

43   EXT. COUNTRY INN - NIGHT                                     43

     A LAMPLIGHTER is hard at work outside as we hear fiddle music      
     coming from the inn.

44   INT. COUNTRY INN - NIGHT                                     44

     Amidst the animal heads, antlers, and drunken villagers, there
     is an even sadder sight -- GASTON. He drowns his sorrows in ale 
     while LEFOU listens.

                         GASTON
               Picture it, LeFou -- a rustic cabin.
               My latest kill roasting on the fire.
               Adorable children running around us
               while my love rubs my tired feet. But                    
               what does Belle say? "I will never                       
               marry you, Gaston."                                      

                         LEFOU
               You know, there are other girls.                         

     The village lasses perk up.   "Yes!   There are other girls!"
                                                         32.


                    GASTON
          A great hunter doesn't waste his time on
          rabbits.

The lasses deflate. "Awww!" LeFou decides it's time to cheer
up his best friend/boss. Thus begins "GASTON."

                    LEFOU
          Gosh it disturbs me to see you
          Gaston looking so down in the dumps
          Every guy here'd love to be you Gaston
          Even when taking your lumps
          There's no man in town as admired as you
          You're everyone's fa-vor-ite guy
          Everyone's awed and inspired by you
          And it's not very hard to see why

LeFou gives a nod (and a large tip) to the FIDDLE PLAYER in the  
corner, who nods back, and begins to play...

                    LEFOU (CONT'D)
          No one's slick as Gaston
          No one's quick as Gaston
          No one's neck's as incredibly thick as
          Gaston
          For there's no man in town half as manly
          Perfect, a pure paragon!
          You can ask any Tom, Dick or Stanley
          And they'll tell you whose team they
          prefer to be on!

LeFou hops onto the bar, squeezing himself between TOM, DICK,    
and STANLEY.                                                     

                    TOM/DICK/STANLEY
          Who plays darts like Gaston?
          Who breaks hearts like Gaston?

                    LEFOU
          Who's much more than the sum of his
          parts like Gaston?

                     GASTON
                 (confidence growing)                            
          As a specimen, yes, I'm intimidating

LeFou hails a BARMAID and buys everyone a round of drinks.       
The villagers raise their mugs and cheer.                        

                    LEFOU/VILLAGERS
          My what a guy, that Gaston!

Gaston stands, and clasps LeFou in gratitude...                  

                    GASTON
          I needed encouragement; thank you, LeFou
                                                           33.


                    LEFOU
          Well, there's no one as easy to bolster
          as you!

... only to find himself in an uncomfortably tight hug.          

                      LEFOU (CONT'D)                             
          Too much?                                              

                      GASTON                                     
          Yep.                                                   

                    VILLAGERS                                    
          No one fights like Gaston
          Douses lights like Gaston!

                    LEFOU
          In a wrestling match nobody bites like
          Gaston!

LeFou moves his shirt up his arm to show an old wrestling wound -
a nice teeth impression courtesy of Gaston. The villagers gasp. 

                    GASTON                                       
          When I hunt, I sneak up with my quiver
          And beasts of the field say a prayer
          First I carefully aim for the liver
          Then I shoot from behind!

Gaston leaps onto the bar, and is handed a huge blunderbuss,     
with which he mimes shooting LeFou.                              

                    LEFOU
          Is that fair?

                    GASTON
          I don't care

And Gaston fires the rifle into the ceiling!   Plaster rains     
down.                                                            

                    VILLAGERS
          No one hits like Gaston
          Matches wits like Gaston

                    LEFOU
          In a spitting match nobody spits like
          Gaston

                    GASTON
          I'M ESPECIALLY GOOD AT EXPECTORATING!

Gaston spits a big gloppy mess into a spittoon: bullseye!   Then,
he moves around the inn, holding court.

                    VILLAGERS
          Ten points for Gaston!
                                                          34.


                    GASTON                                        
          When I was a lad I ate four dozen eggs
          Ev'ry morning to help me get large

On one shoulder, Gaston lifts a pretty VILLAGE GIRL.   On the     
other, he lifts LeFou.                                            

                    GASTON (CONT'D)                               
          And now that I'm grown I eat five dozen
          eggs
          So I'm roughly the size of a barge!

The crowd hollers. Gaston jumps on a long table. The table's  
height plus his massive frame make him seem 10 feet tall.     

He engages in a dance-break sword-fight with several VILLAGE      
MEN, besting them all, until he's perfectly positioned beneath   a
                                                                  
ceiling mural, mimicking it exactly: Gaston, saber raised,        
victorious in battle -- with LeFou swooning at his feet.          

                    LEFOU                                         
          Who has brains like Gaston?
          Entertains like Gaston?

                    GASTON
          Who can make up these endless
          Refrains like Gaston?

Gaston tromps on the table.   He arrives at his WALL OF ANIMAL    
HEADS and ANTLERS.

                    GASTON (CONT'D)
          I use antlers in all of my decorating!

                    ALL                                           
          Say it again - who's a man among men?
          And let's say it once more
          Who's that hero next door?
          Who's a super success?
          Don't you know? Can't you guess?
          Ask his fans and his five hangers-on
          There's just one guy in town
          Who's got all of it down...

                    LEFOU
          And his name's `G-A-S-T... ' Uh, I
          believe there's another `T' in there,
          it just occurred to me that I'm                         
          illiterate and I've never actually had
          to spell it out loud before...
          Gaston!

The villagers cheer as Gaston returns to his seat.   Gaston slaps
                                                                 
LeFou on the shoulder, genuinely moved.

                    GASTON
          Ah LeFou, you're the best. How is it                    
          that no girl has snatched you up yet?
                                                         35.


                    LEFOU
          I've been told I'm clingy, but I really                
          don't get it...                                        

Just then, the door flies open to reveal a wild-eyed Maurice.    

                    MAURICE
          Help! Somebody help me! We have to
          go... not a minute to lose...

                     TAVERN KEEPER
          Whoa.   Slow down, Maurice.

                    MAURICE
          He's got Belle... locked in a dungeon!

                    TAVERN KEEPER
          Who's got her?

                    MAURICE
          A beast... a horrible monstrous beast!

The patrons begin to laugh.                                      

                    MAURICE (CONT'D)
          My daughter's life is in danger, why do
          you laugh!? His castle is hidden in the
          woods. It's already winter there!

                    JEAN
          Winter in June?                                        

                    CLOTHILDE                                    
          Crazy old Maurice.

                    MAURICE
          The beast is real! Do you understand?!                 
          Will no one help me?!

                     GASTON
                 (ever the opportunist)
          I'll help you, Maurice!                                

                      LEFOU
          You will?

The villagers murmur in surprise.                                

                     GASTON
                 (winks at LeFou)
          Everyone! Stop making fun of this man
          at once!

Maurice approaches.   So grateful.

                    MAURICE
          Thank you, Captain.   Thank you.
                                                              36.


                         GASTON
               Don't thank me, Maurice.    Lead us to the
               beast.

     Maurice exits.   Gaston follows, gesturing to LeFou.               

                         LEFOU
                   (finally getting it)
               Ohhh.

46   INT. KITCHEN - CASTLE - NIGHT                                46

     The staff is excited as they scramble to get ready for dinner.
     CHIP, the 8 year-old tea cup, rides his saucer around like a
     skateboard. He circles his teapot mother MRS. POTTS, a no-
     nonsense yet loving governess.

                         CHIP
               Mama, there's a girl in the castle!

                            MRS. POTTS
               Yes, Chip.     We know. Slow down.

                         CHIP
               Is she pretty? Is she nice?     What
               kind of tea does she like?

                         MRS. POTTS
               We'll find out soon enough. Slow down
               before you break your handle!

     But Chip doesn't slow down. Before Mrs. Potts can chase,
     CUISINIÈR, the frustrated French chef-turned-oven, pours hot
     water into her to prepare tea.                                     

                         CUISINIÈR
               Heads up, Mrs. Potts!                                    

     She flushes and reacts with pleasure as if stepping into a warm
     bath.                                                            

     INT. DINING ROOM - CASTLE - SAME

     The beast enters the dining room and sits at one end of a
     long dining table. He looks at his place setting, surprised
     to find flatware and crystal. Confused, he looks up.

     THE BEAST'S POV rises to find another place setting at the
     other end of the long table. When he notices the romantic
     candles, he swats his own place setting off the table in
     anger.

47   INT. KITCHEN - CASTLE - SAME                                 47

     A voice bellowing from the dining room causes Lumiere and
     Cogsworth to turn.
                                                            37.


                     THE BEAST (O.S.)
          LUMIÈRE!

Cogsworth balks with terror.

                    LUMIÈRE
          Be calm, let me do the talking.

A fuming beast storms in, and looks down at the assembled         
staff. Lumière is as good a liar as Cogsworth is not.

                    THE BEAST
          YOU'RE MAKING HER DINNER!?                              

                    LUMIÈRE
          We thought you might appreciate the                     
          company.                                                

                    COGSWORTH
          Master, I can assure you that I had no
          part in this hopeless plan. Preparing                   
          a dinner, designing a gown for her,                     
          giving her a suite in the east wing --                  

                    THE BEAST
          YOU GAVE HER A BEDROOM!?

Cornered by the beast, Cogsworth has no choice but to...

                    COGSWORTH                                     
          No no, he gave her a bedroom.                           

                     LUMIÈRE
          That is true. But if the girl is the                    
          one who can break the spell, maybe you
          can start by using dinner to charm her.
                 (turns to Cogsworth)                             
          Good thinking, Cogsworth!                               

                     COGSWORTH                                    
          What?!                                                  

                    THE BEAST
          That's the most ridiculous idea I've                    
          ever heard! "Charm the prisoner."                       

                    LUMIÈRE
          You must try, master. With every
          passing day, we become less human.                      

                     THE BEAST
          She's the daughter of a common thief.                   
          What kind of person do you think that
          makes her?

                    MRS. POTTS
          Oh, you can't judge people by who their
          father is, now can you?
                                                               38.


     It's a loaded statement. The staff cringes, ready for his
     retaliation. Instead, a grunt, and then --

48   INT. CORRIDOR OUTSIDE BELLE'S BEDROOM - CASTLE - NIGHT      48

     KNOCK. KNOCK. The beast stands at Belle's door while his
     servants stand by his side to play Cyrano.

                          THE BEAST
               You will join me for dinner!     That's not             
               a request.                                              

                         MRS. POTTS
               Gently, master. The girl lost her                       
               father and her freedom in one day.

                         LUMIÈRE
               Yes. The poor thing is probably in
               there, scared to death.

                            MRS. POTTS                                 
               Exactly.                                                

49   INT. BELLE'S CASTLE BEDROOM - CONTINUOUS                    49

     Actually, Belle has been actively planning her escape. Her
     makeshift rope of fabric hangs 50 feet out of the window.
     KNOCK. KNOCK.

                         BELLE
               Just a minute.

50   INT. CORRIDOR OUTSIDE BELLE'S BEDROOM - CASTLE - NIGHT      50

     The servants react to hearing Belle's voice.

                         LUMIÈRE
               You see, there she is.    Now, master,
               remember. Be gentle.

                            MRS. POTTS
               ...kind...

                         PLUMETTE
               ...charming...

                         COGSWORTH                                     
               ...sweet...                                             

     The words fly as they bury the beast with advice.                 

                         LUMIÈRE
               And when she opens the door, give her a
               dashing debonair smile. Come come --
               show me the smile.

     The beast flashes the most hideous grin anyone has ever seen.
     The staff GASPS in horror.                                        
                                                                39.


                         LUMIÈRE (CONT'D)                             
               Oh mon dieu.                                           

     Contorting his mouth, the beast turns back to the door.          

                         THE BEAST
               Will you join me for dinner?

     We wait a perfect beat and then, cut to...

51   INT. BELLE'S BEDROOM/ INT. CORRIDOR - CONTINUOUS (INTERCUT)
                                                               51

     Belle moves to the door.                                         

                         BELLE
               You've taken me prisoner and now you                   
               want to have dinner with me? Are you                   
               insane?                                                

     The beast's temper rises -- his eyebrows twitch, his tail
     thrashes -- recognizing the signs, Plumette inches away --       

                         PLUMETTE
               He's losing it...

     The beast beats his fist on the door -- WHAM!   WHAM!   WHAM!

                         THE BEAST
               I told you to come down to dinner.

     Belle hits back.    WHAM!   WHAM!   WHAM!

                         BELLE
               And I told you no!

     All the banging finally wakes up Madame de Garderobe.

                           GARDEROBE
               WHAT!?    WHAT TIME IS IT!?                            

                         BELLE
               I'd starve before I ever ate with you!                 

                          THE BEAST
               Well be my guest! Go ahead and starve!                 
                      (as he leaves)
               If she doesn't eat with me, then she
               doesn't eat at all!

     The staff hides, terrified, as the beast thunders off.           

                           THE BEAST (CONT'D)
               Idiots!

     Once the coast is clear, Cogsworth comes out of hiding with a
     sword and puts on a show of bravery.
                                                                 40.


                          COGSWORTH
               You can't talk to us like that! I
               forbid it! I... I...
                      (to Lumière)
               Am I too late? Shame. I was really
               going to tell him off this time.

                         LUMIÈRE                                        
                   (looks past Cogsworth)                               
               Oh master, you've returned!                              

     Cogsworth shrieks and spins -- only to realize he's been           
     duped.                                                             

                         COGSWORTH                                      
               Oh, very funny.                                          

                         LUMIÈRE                                        
               Eh, I got you there!                                     


52   INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT               52

     Fuming, the beast returns to his lair -- a chamber of shredded
     furniture and walls ruined in rage. He paces, muttering. He  
     grabs a decaying HAND MIRROR.                                   

                         THE BEAST
               Show me the girl.

     The mirror lights up and gives him a view of Belle at the          
     bedroom door. She turns, slides down the wall, and curls her       
     knees up to her. A look of dread on her face.                      

     Her fear crushes the beast. The mirror magic fades, and he is
     left with his own reflection and self-loathing. He lowers the
     mirror to reveal the glass jar by the open window.

     In the jar, the ENCHANTED ROSE hangs in mid-air. The rose is
     wilting. Most of its petals have fallen. Rage evaporating,
     replaced by shame, the beast lowers his head...

     ... as ONE MORE PETAL DROPS.

     The image moves inside the jar. We see the beast through the
     glass as he leans down, peering in at the petal as it reaches
     the bottom and shrivels. As it does, we hear a far off RUMBLE,  
     as if the foundation of the castle is trembling.                

     EXT. CASTLE - NIGHT -- DAWN                                        

     From a distance, we see stone statuary crack and tumble down       
     from the castle walls...                                           

53   INT. FOYER - CASTLE - NIGHT                                  53    

     The staff is gathered; the beginning of their evening. Lumière  
     lights the fireplace. He hears the crash of falling debris.     
                                                                41.


                         LUMIÈRE                                       
               Another petal fell...                                   

                         PLUMETTE                                      
               Lumière, I grew three more feathers!                    
               And I just plucked yesterday.                           

     Lumière moves to help, but his legs stiffen.    He holds his flame
     to his knee like a heating pad.

                         LUMIÈRE
               I know, darling -- Ow! I'm getting                      
               more metallic every day.                                

     Suddenly, Cogsworth begins making clock sounds.                   

                         COGSWORTH
               Oh, no! It's -- tick tock! --
               happening again -- cuckoo! Pardon me.

                          MRS. POTTS
               Everyone, calm yourselves.    We still
               have time.

                         CHIP
               Mama, am I ever going to be a boy again?

                            MRS. POTTS
               Yes, Chip.     You'll have your days in the             
               sun again.     You just leave it to me.                 

54   EXT. CASTLE - NIGHT                                         54    

     Belle throws her makeshift rope out the bedroom window.           

55   INT. BELLE'S BEDROOM - CASTLE - NIGHT                       55    

     Belle looks down -- the rope is about 20 feet off the ground.     
     Almost there. A KNOCK on the door.

                         BELLE
               I told you to go away.

                         MRS. POTTS (O.S.)
               Don't worry, dear. It's only Mrs.                       
               Potts.

     Mrs. Potts bustles in on her cart with Chip.

                         MRS. POTTS (CONT'D)
               Oh, aren't you a vision! How lovely                     
               to make your acquaintance.                              

     Belle tries to block her view of the escape rope, but Mrs. Potts
     is too sharp.                                                   
                                                             42.


                    MRS. POTTS (CONT'D)
          It's a very long journey. Let me fix                     
          you up before you go. I have found
          that most troubles seem less troubling
          after a bracing cup o' tea.                              

The tea is poured into Chip, who wheels over to Belle.

                    MRS. POTTS (CONT'D)
          Slowly now, Chip.

Belle picks up Chip and brings him up to her mouth. Little
Chip finds himself face-to-face with the most beautiful girl
he has ever seen. She takes a sip.

                    CHIP
          Pleased to meet you!    Want to see me do                
          a trick?

Chip blows a huge bubble in his tea cup.     It pops loudly.       

                    MRS. POTTS
          Chip.                                                    
              (to Belle)
          That was a very brave thing you did for
          your father, dear.

Madame Garderobe's doors swing open.                               

                      GARDEROBE
          Yes.    We all think so.                                 

                    BELLE
          I'm so worried about him.      He's never                
          been on his own.                                         

                    MRS. POTTS
          Cheer up, my poppet. Things will turn                    
          out in the end. You'll feel a lot
          better after dinner.

                    BELLE
          But he said, "If she doesn't eat with
          me, she doesn't eat at all."

                    MRS. POTTS
          People say a lot of things in anger. It
          is our choice whether or not to listen.
          Coming?                                                  

And Mrs. Potts is out the door.      Belle looks to Garderobe.     

                      GARDEROBE                                    
          Go.                                                      

INT. KITCHEN - CASTLE - NIGHT

The door opens.   Lumière races in to the excited staff.
                                                          43.


                    LUMIÈRE
          They're coming! Final checks,                           
          everyone, tout de suite!                                

Cogsworth waddles in after him.   Plumette flutters nervously.    

                    COGSWORTH
          No, you don't! If the master finds out
          you violated his orders and fed her, he
          will blame me.

Lumiere jumps up onto the sink, navigating sudsy dishes as        
CHAPEAU scrubs them.                                              

                    LUMIÈRE
          Yes, I will make sure of it. But did                    
          you see her stand up to him? I am
          telling you, this girl is the one.
          They must fall in love if we are to be
          human again, and they can't fall in
          love if she stays in her room.
              (looks at a smudged dish)
          Eh, Chapeau, you missed a spot!                         

Lumière tosses the dish back in the sink, skipping onto a         
passing tea trolley. Cogsworth climbs up in pursuit.              

                    COGSWORTH
          You know she will never love him.

                    LUMIÈRE
          A broken clock is right two times a                     
          day, mon ami, and this is not one of                    
          those times.                                            

Lumière leaps onto the table, and uprights a champagne glass.     

                    LUMIÈRE (CONT'D)                              
          Stand up straight!                                      
              (to the room)                                       
          It's time to sparkle!                                   

He leaps again, onto CUISINIÈR, and sips a spoonful from a        
bubbling pot.                                                     

                    LUMIÈRE (CONT'D)                              
          I have no taste buds, but I can tell                    
          this is exquisite.                                      

                    CUISINIÈR                                     
          Off! Off me while I work! Pepper,                       
          get cracking! Salt, shake a leg!                        

                    COGSWORTH                                     
          Not so loud! Keep it down!                              
                                                              44.


                         LUMIÈRE
               Of course, of course. But what is
               dinner without a little... music?

                         COGSWORTH
               Music?!

57   INT. DINING ROOM - CASTLE - MOMENTS LATER                  57

     To Cogsworth's horror, Lumière guides an ambulatory HARPSICHORD  
     into the room. This is CADENZA, our neurotic Italian maestro.  

                         LUMIÈRE
               Maestro Cadenza, are you ready?

                         CADENZA
                   (coy)
               It has been so long since I've
               performed! I can barely even remember                  
               how...                                                 

     But with an abrupt flourish, Cadenza plays show-offy scales      
     on the ivories until -- PLUNK.                                   

                         CADENZA (CONT'D)
               Another cavity.

                         LUMIÈRE
               Maestro, your wife is upstairs, finding                
               it harder and harder to stay awake.                    
               She's counting on you to help us break                 
               this curse.                                            

                         CADENZA
               Then, I shall play through the dental                  
               pain!

                          COGSWORTH
                      (whispers to Cadenza)
               But Maestro. Play quietly. Please.                     

                         CADENZA                                      
               Quietly? Sotto voce? Of course. Are                    
               there any other tasteless demands you                  
               wish to make upon my artistry?                         

                         COGSWORTH                                    
               No, that's it.                                         

     Mrs. Potts leads Belle to the end of the long dining table.      

                         MRS. POTTS
               There you are, dear.                                   

     Lumière LEAPS onto the table. Floating at a high window,         
     Plummette uses a silver platter to turn a shaft of moonlight     
     into a SPOTLIGHT. As Lumière begins "BE OUR GUEST."              
                                                            45.


                    LUMIÈRE
          Ma chere, mademoiselle. It is with
          deepest pride and greatest pleasure that
          we welcome you tonight. And now, we
          invite you to relax.

Belle sits down in a chair, which moves in, bringing her
closer to the table. Lumière motions up to Plumette to            
steady her shaky spotlight.                                       

                    LUMIÈRE (CONT'D)
          Let us pull up a chair... as the dining
          room proudly presents...

Cadenza plays a dramatic scale as a table cloth UNFURLS, and   
Lumière jumps up and LANDS in a pose. Cadenza ends his scale on
the wrong note. Lumière shoots him a look, Cadenza plays the
right note, and Lumière turns to Belle and smiles.

                     LUMIÈRE (CONT'D)
          ... your dinner.
                 (sings to Belle)
          Be our guest, be our guest

The napkins on the place settings rise up and twirl.   Chapeau
offers Belle a napkin.

                    LUMIÈRE (CONT'D)
          Put our service to the test
          Tie your napkin `round your neck, cherie
          And we provide the rest!

Spinning quickly, Chapeau presents the following to Belle:        

                    LUMIÈRE (CONT'D)
          Soup du jour, hot hors d'oeuvres
          Why we only live to serve
          Try the grey stuff, it's delicious

Belle reaches out to try it, but it's gone before she can.

                    LUMIÈRE (CONT'D)
          Don't believe me? Ask the dishes!

The hors d'oeuvres plates go off, leaving the dinner dishes to
levitate and spin.

                    LUMIÈRE (CONT'D)
          They can sing, they can dance
          After all, miss, this is France!

A small guillotine on the table drops, slicing the baguette.
MENUS fly in overhead, buzzing a disgruntled Cogsworth. Belle
reaches up and grabs one.

                    LUMIÈRE (CONT'D)
          And a dinner here is never second best
          Go on unfold your menu
                    (MORE)
                                                          46.

                    LUMIèRE (CONT'D)
          Take a glance and then you'll
          Be our guest, be our guest

                    LUMIÈRE AND COGSWORTH
          Be our guest!

Cogsworth shushes Lumière, and Lumière jabs him back.   One by    
one the kitchen doors swing open, presenting:

                    LUMIÈRE
          Beef ragout, cheese souffle,
          Pie and pudding en flambé!

The fish pie explodes! A piece of cod hits Cogsworth in the       
face, knocking him over.                                          

                    LUMIÈRE (CONT'D)
          We'll prepare and serve with flair
          A culinary cabaret!

Flute glasses fill up with champagne and then break into a Bob
Fosse homage. Belle grabs a glass, but Lumière snatches it
before she sips.

                    LUMIÈRE (CONT'D)
          You're alone and you're scared
          But the banquet's all prepared!

Lumière coaxes the flatware to its feet.                          

                    LUMIÈRE (CONT'D)
          No one's gloomy or complaining
          While the flatware's entertaining!

The flatware hold out a napkin, into which Lumière jumps, like a
                                                                
trampoline. He is launched into the air, swinging between       
chandeliers a la Cirque du Soleil.

                    LUMIÈRE (CONT'D)
          We tell jokes, I do tricks
          With my fellow candlesticks

                    CHANDELIER CANDLESTICKS
          And it's all in perfect taste
          That you can bet!

Lumière falls and lands back in the middle of the champagne
flutes. They rise up around him.

                     LUMIÈRE
          Come on and lift your glass
          You've won your own free pass
          To be our guest
                 (to Cogsworth)
          If you're stressed, it's fine dining we
          suggest.
                                                         47.


                    LUMIÈRE (CONT'D)                               
          Oui our guest
          Be our guest, be our guest!                              

Cogsworth steps back as Lumière again takes center stage in a
Martha Graham inspired solo.

                    LUMIÈRE (CONT'D)
          Life is so unnerving
          For a servant who's not serving

Belle reaches again for food but is stopped by Lumière's
melodramatic histrionics. He wraps himself in a napkin for
the full Martha Graham effect.

                    LUMIÈRE (CONT'D)
          He's not whole
          Without a soul to wait upon

Lumière does a `tragic walk' down the table. Reaching the end,
he slides down to the floor on the tablecloth, then gathers it
around his neck and continues on.

Belle tries to stab a bite as the food moves past her, as if on
a conveyer belt. Sliding past her, Cogsworth wobbles.

On the floor, snow swirls around Lumière. We pull out to see       
several "ETTES" flinging salt at him to create the effect.         

                    LUMIÈRE (CONT'D)
          Ah, those good old days when we were
          useful
          Suddenly, those good old days are gone

Reaching the end of the table, plates dive and spin into neat
piles --

                    LUMIÈRE (CONT'D)
          Too long we've been rusting
          Needing so much more than dusting
          Needing exercise
          A chance to use our skills

-- while Cogsworth lands on Lumière's lap below. Chapeau scoops
                                                               
them both up and drops them back on the table before Belle.    

                    LUMIÈRE (CONT'D)
          Most days we just lay around the castle
          Flabby, fat and lazy

Lumière playfully pokes Cogsworth in his pot belly -- then         
takes a flying leap!                                               

                    LUMIÈRE (CONT'D)                               
          You walked in, and oops-a-daisie!
                                                                48.


58   INT. KITCHEN - CASTLE - NIGHT                               58

     Mrs. Potts hops along the edge of the sink basin.                 

                         MRS. POTTS
               It's a guest, it's a guest!
               Sakes alive, and I'll be blessed!
               Wine's been poured and thank the Lord
               I've had more napkins freshly pressed!

     She ascents to the top of a tiered, circular pastry table, as     
     napkins twirl around her. Desserts appear and circle Mrs.         
     Potts. Then tea cups enter on the outer circle, moving in
     the opposite direction.

                         MRS. POTTS (CONT'D)
               With dessert, she'll want tea
               And my dear, that's fine with me!
               While the cups do their soft shoeing,
               I'll be bubbling, I'll be brewing!

     From overhead, a la Busby Berkeley, we reveal desserts, teacups,
     napkins, the floor, everything circling in opposing directions.
     Mrs. Potts descends, jumping onto her tea trolley -- and notices 
     a smudge of icing on Chip.

                         MRS. POTTS (CONT'D)
               I'll get warm, piping hot
               Heaven's sake, is that a spot?

     She quickly steams it off him.                                    

                          MRS. POTTS (CONT'D)                          
               Clean it up, we want the company
               impressed!

     The trolley rolls through the doors --                            

59   INT. DINING ROOM - CASTLE - NIGHT                           59

     -- and up to Belle.   Mrs. Potts pours a cup into Chip.           

                         MRS. POTTS
               We've got a lot to do --
               Is it one lump or two?
               For you our guest!

                         LUMIÈRE                                       
               She's our guest!

                         MRS. POTTS
               She's our guest!                                        

     Finally, unable to resist, Cogsworth joins in, pushing            
     Lumière out of the spotlight.                                     

                         COGSWORTH, LUMIÈRE, MRS. POTTS                
               She's our guest!
                                                              49.


     Plumette and her "Ettes" descend on a chandelier, which is
     lowered by Lumière. They dance; a Beyoncé homage.

                         ALL
               Be our guest! Be our guest!
               Our command is your request!
               It's years since we had anybody
               Here and we're obsessed!

     Lumière ties the chandelier rope around Cogsworth, who falls
     over, causing the light to spin. Plumette dives into a massive
     punch bowl, leading her "Ettes" into an Esther Williams moment.

                         ALL (CONT'D)
               With your meal, with your ease,
               Yes indeed, we aim to please

     Splashes from the punch bowl launch us into a "Singin' in the      
     Rain" moment, with Lumière dancing under the fountain. The         
     grand finale is pure Bollywood, punctuated by explosions of
     candy-colored powders.

                         ALL (CONT'D)
               While the candlelight's still glowing,
               Let us help you, we'll keep going --
               Course by... COURSE! One by one!
               Til you shout "Enough, I'm done!"
               Then we'll sing you off to sleep as you
               digest
               Tonight you'll prop your feet up
               But for now let's eat up...
               Be our guest! Be our guest!
               Be our guest! Please! Be our guest!!

     As the table clears itself, whooshing back into the kitchen,       
     Lumière whirls toward Belle, finally presenting her with --        

                           LUMIÈRE
               Pudding?!

     Overwhelmed, she laughs.                                           


60   INT. FOYER - CASTLE - NIGHT                                  60    

     Mrs. Potts (on her trolley cart) escorts Belle from the dining  
     room.                                                           

                         BELLE                                          
               Surely you're as trapped here as I am.                   
               Don't you ever want to escape?                           

                         MRS. POTTS                                     
               The master's not as terrible as he                       
               appears. Somewhere deep in his soul,                     
               there's a prince of a fellow, just                       
               waiting to be set free.                                  
                                                               50.


     Belle takes this in, a valuable piece of the puzzle.   She         
     looks up at the massive staircase.                                 

                         BELLE                                          
               Lumiere mentioned something about the                    
               West Wing...                                             

                         MRS. POTTS                                     
               Never you mind about that.   Off to bed                  
               with you, poppet.                                        

                         BELLE                                          
               Good night.                                              

                         MRS. POTTS                                     
               Nighty-night. Straight to bed!                           

     Mrs. Potts moves off as Belle climbs the stairs toward her         
     room. At the top, she hurries up the staircase leading to          
     the west wing.                                                     

63   INT. STAIRCASE - WEST WING - CASTLE - NIGHT                  63

     Belle sticks to the shadows.   She walks up to a massive wooden
     door -- slightly ajar.

64   INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT               64

     Furniture lies in rubble, curtains are shredded -- evidence of
     the beast's temper. Wary, Belle investigates when --

     SHE GLIMPSES EYES PEERING AT HER OFF TO THE SIDE.

     With a start, Belle wheels to find -- the eyes belong to a royal
     portrait. The subject seems to be a TEENAGE BOY but his face
     has been SLASHED BEYOND RECOGNITION.

     Only the eyes survived. Bright blue. Engaging. Resembling the
     eyes of THE BEAST. She realizes that this is the "prince of a  
     fellow" Mrs. Potts was referring to.                           

     Belle leans in to study the painting. A ROYAL FAMILY stands by  
     the castle. The FATHER's image has been slashed. The QUEEN
     remains pristine. Kind. Beautiful.

     Belle moves past a large four-poster bed, its faded coverlet       
     gray with dust, like no one has slept in it for years. On          
     the floor, she sees a makeshift bed made of straw, torn bits       
     of fabric and crumpled blankets: the resting place of a            
     nocturnal carnivore.                                               

     Belle turns and sees the glow coming from the GLASS JAR by an
     open window leading to the balcony. Inside the jar -- THE
     ENCHANTED ROSE.

     Mesmerized, Belle approaches the rose. She lifts the jar,
     leaving the rose unprotected. She reaches out to touch the
     rose. A shadow cuts across Belle's face.
                                                                    51.


                             THE BEAST
                  WHAT ARE YOU DOING HERE!?    WHAT DID YOU
                  DO TO IT!?

        The beast bears down on Belle, backing her up.   She puts down
        the bell jar.

                               BELLE
                  Nothing.

                            THE BEAST
                  DO YOU REALIZE WHAT YOU COULD HAVE
                  DONE!? YOU COULD HAVE DAMNED US ALL!
                  GET OUT! GO!                                             

        Belle runs.   The beast turns and covers the rose, panicked and  
        protective.

65,66   INT. FOYER - CASTLE - NIGHT                               65,66

        Lumière and Cogsworth play chess on an upper landing, with         
        Froufrou resting between them.                                     

                               LUMIÈRE                                     
                  Checkmate.     Again.                                    

                            COGSWORTH                                      
                  Because you cheated.     Again.                          

        Belle appears, racing down the west wing staircase.                

                            LUMIÈRE                                        
                  Mademoiselle... what are you doing?                      

                            BELLE                                          
                  Getting out of here!                                     

        Cogsworth jumps onto the chess board as Lumiere hops to the        
        floor.                                                             

                               COGSWORTH                                   
                  Stop!                                                    

                            LUMIÈRE                                        
                  Go go, Froufrou!                                         

        Froufrou jumps up and starts after Belle.                          

                            COGSWORTH                                      
                  Yes Froufrou, stop her!                                  

        Belle barrels down the main staircase, Froufrou in close           
        pursuit.                                                           

        Mrs. Potts enters from the kitchen, wearing a tea cosy.            

                            MRS. POTTS                                     
                  You don't want to go out there!                          
                                                                  52.


     At the top of the stairs, Cogsworth sounds a whistle.     In quick  
     cuts, WINDOWS drop and SHUTTERS close.

     Belle hits the bottom of the grand staircase and runs towards
     the door -- only to watch it bolt itself locked.

                           MRS. POTTS (CONT'D)                            
               Stop her!                                                  

     Froufrou runs in front of Belle to block her exit, and growls.  

                         COGSWORTH                                        
               Who's a good dog?                                          

     Then suddenly, his growls turn to playful yaps, as he stands         
     on his hind legs and pants playfully.                                

                        COGSWORTH (CONT'D)                                
               What? No, it's not playtime!      Bad                      
               dog! Bad dog!                                              

                         MRS. POTTS                                       
               What part of `stop her' don't you                          
               understand, dog?!                                          

     Froufrou spins and scrambles outside, scooting through the           
     low postern door within the great front door. In his                 
     excitement, he's provided Belle with an escape!                      

     Belle snatches her cloak from a bewildered Chapeau, and              
     shimmies out through this same `doggie door.'                        

                         LUMIÈRE                                          
               Please, don't go! It's dangerous!                          

     Mrs. Potts rushes forward but it's too late.      A look of dread    
     settles on her face...                                               

                           MRS. POTTS                                     
               Oh my...                                                   

67   OMITTED                                                       67     

68   OMITTED                                                       68

69   EXT. ENCHANTED WOODS - NIGHT                                  69

     HOWL. Philippe's hooves hit the snowy landscape.   Belle races
     through the woods. She looks back to see if the beast followed
     her. She only sees a glimpse of the castle. She thinks she has
     escaped. Surely, she has escaped.

     WOLVES HOWL NEARBY.

     ANGLE ON PHILIPPE'S MUDDY HOOFPRINT -- a WOLF'S PAW smashes down
     over the print -- the wolf howls --
                                                             53.


ANGLE ON BELLE -- out of the corner of her eye, she sees SHAPES
OF A DOZEN WHITE WOLVES flitting through the trees, closing in
on her.

Belle forges on -- the wolves are not bothering to hide anymore,
they've emerged from the trees to take down their prey --
closing in fast --

-- Belle pushes through the undergrowth to find she has reached  
a FROZEN POND. Philippe doesn't hesitate. He gallops onto the  
ice, and across the pond. The sound of ice CRACKING under his  
hooves is deep and low. And increasing.                          

Philippe's hooves slide on the ice.   The wolves close in.         

Philippe makes it across the pond onto land.   But before          
Belle can feel any relief --                                       

A WOLF'S JAWS snap at Philippe's thigh. Then another. The          
horse bucks wildly -- causing Belle to makes a controlled          
leap onto a snow bank. She seizes a thick branch and wields        
it as a club -- as the wolves surround her, jaws slavering --

Belle swings her club as one wolf lunges at her, its bared         
teeth like razors. She beats it away. She turns to confront        
another -- it bites the branch clean out of her hands.             

Belle turns, looks up -- on a rock promontory, the scarred         
ALPHA WOLF is about to take a diving leap onto her. It             
jumps, and she flinches -- but just as the wolf is about to        
makes its horrible landing --

THE BEAST APPEARS --

-- and catches it in mid-air! With supernatural force, the         
beast hurls the wolf across the frozen pond, howling!              

All the wolves dive on the beast at once, tearing shreds from      
his cloak. He strikes at them -- wolves scurry, yelping --         

The oversize ALPHA WOLF climbs onto the beast's back, goes         
for his neck. The beast slams together the wolves on his           
arms, dropping them -- then reaches back and seizes the            
Alpha. WOLF and BEAST snarl inches from each other -- the          
beast squeezes --                                                  

Then hurls the Alpha into a stone ledge -- CRACK -- knocking him
out. The remaining pack retreats in panic, their yelps echoing
through the trees.

TIGHT ON BELLE -- watching as the beast whimpers in pain. His
shoulders slump. He collapses in the snow. This is her chance.
Belle could run. She looks past Philippe, to the woods -- to  
freedom. But then turns back, and slowly approaches the wounded
                                                               
beast.                                                         

Belle covers the beast with her blanket.   He stirs.   One eye
opens.
                                                              54.


                         BELLE
               You have to help me... you have to
               stand...                                               

     CUT TO:                                                          

     The beast is slumped across Philippe's saddle. As Belle takes  
     the reins and begins the long walk back to the castle, we RISE
     into the sky, where we can see the border that separates the
     enchanted woods from the outside world, and...

70   EXT. WOODS - NIGHT                                         70

     WOLVES HOWL. Gaston's carriage moves through the scary woods,
     LeFou squeezed in back behind Gaston and Maurice.              

                         MAURICE
               No! I'm sure this is the way! Do you                   
               hear those wolves? That means we're                    
               getting very close to the castle.                      

                         GASTON
               Look, enough is enough.   We have to turn              
               back.

                          MAURICE
               Stop!   That's it!                                     

     Maurice points up ahead to the WITHERED TREE that looks like an  
     ELDERLY PERSON'S CANE -- THE TREE IS STANDING AGAIN, the tunnel
     of trees now hidden behind it. Maurice hops down from the        
     wagon.                                                           

                         MAURICE (CONT'D)
               That's the tree. I'm sure of it. Of                    
               course, it was downed by lightning at                  
               the time, but now it's been restored                   
               to an upright position, through some                   
               sort of... magic. Or other.                            

                         LEFOU
                   (sotto to Gaston)
               You really want to marry into this
               family?

                         MAURICE
               So that means the castle is definitely                 
               that way!                                              

     An angry Gaston steps out and approaches Maurice.                

                         GASTON
               I'm done playing this game of yours.
               Where is Belle?

                         MAURICE
               The beast took her!
                                                            55.


                     GASTON
           There are no such things as beasts, or                 
           talking teacups, or... magic! But there                
           are wolves, frostbite, and starvation.                 

                     LEFOU                                        
           Deep breaths, Gaston.   Deep breaths.                  

                     GASTON                                       
           So why don't we just turn around go back               
           to Villeneuve? I'm sure Belle is at                    
           home, cooking up a lovely dinner...                    

                     MAURICE                                      
           If you think I've made all this up,                    
           then why did you offer to help?                        

                     GASTON
           Because I want to marry your daughter!
           Now let's go home.

                     MAURICE
           Belle is not at home!   She's with the --              

                     GASTON
           IF YOU SAY BEAST ONE MORE TIME, I WILL                 
           FEED YOU TO THE WOLVES!                                

Gaston holds his fist to strike Maurice across the face.
LeFou runs over to intervene.                                     

                     LEFOU
           GASTON! STOP! Breathe. Think happy                     
           thoughts. Go back to the war. Blood,                   
           explosions, countless widows...                        

                       GASTON                                     
           Widows...                                              

                     LEFOU                                        
           Yes, yes, that's it, that's it...                      

LeFou's voice snaps Gaston out of his rage.    He puts on that    
Gaston smile like a Halloween mask.

                      GASTON
           Please, forgive me, old bean. That's no                
           way to talk to my future father-in-law,                
           now is it?

                     MAURICE
           Future father-in-law...?   You will never              
           marry my daughter.                                     

A beat.   Without a word, Gaston hits Maurice, knocking him out.  

                     LEFOU                                        
           I saw that coming...                                   
                                                                   56.


70A   EXT. REMOTE FOREST ROAD - NIGHT (LATER)                      70A    

      Maurice is now tied to a tree. Gaston secures the knot and
      walks to the carriage. Darkness has come over Gaston.               

                          GASTON
                If Maurice won't give me his blessing,                    
                then he is in my way. Once the wolves
                are finished with him, Belle will have
                no one to take care of her but me.

                          LEFOU
                For the sake of exhausting all of our                     
                options, do we maybe want to consider a                   
                less gruesome alternative?                                

      Gaston climbs into the carriage.                                    

                          GASTON                                          
                Are you coming?                                           

      LeFou looks back to Maurice, an apology in his eyes.   He           
      climbs into the carriage.                                           

      Gaston and LeFou ride off, leaving Maurice to die.                  

71    INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT                71

      The beast lies in his old human bed. Belle dabs a large gash        
      on the beast's arm. The beast bares his fangs and lets out a
      roar.

                          THE BEAST
                ROOOOAARRRR! Ow! That hurts!                              

                          BELLE
                If you held still, it wouldn't hurt as                    
                much.                                                     

                          THE BEAST                                       
                If you hadn't run away, none of this                      
                would have happened.                                      

                          BELLE                                           
                Well if you hadn't frightened me, I                       
                wouldn't have run away.                                   

      The household staff anxiously watches the battle of words.          

                           THE BEAST                                      
                Well you shouldn't have been in the                       
                west wing.                                                

                          BELLE                                           
                Well you should learn to control your                     
                temper.                                                   
                                                               57.


      The beast is momentarily silenced. Belle looks down at the         
      wound she has been dabbing. It's worse than she thought.           

                          BELLE (CONT'D)                                 
                Try to get some rest.                                    

      The beast's breath slows to a low rumble as his eyes slip          
      shut.                                                              

                          MRS. POTTS
                Thank you, Miss.

                          LUMIÈRE
                We are eternally grateful.

                          BELLE
                Why do you care so much about him?                       

                          MRS. POTTS
                We've looked after him all his life.

                           BELLE
                But he has cursed you somehow.                           
                       (off their silence)
                Why? You did nothing.                                    

                          MRS. POTTS
                You're quite right there, dear. You                      
                see, when the master lost his mother,                    
                and his cruel father took that sweet                     
                innocent lad and twisted him up to be                    
                just like him... we did nothing.                         

      Belle notes their shame just as we HEAR the first notes of a
      beautiful melody coming from the ballroom downstairs. This is
      the beast's lullaby -- "DAYS IN THE SUN."                      

                          LUMIÈRE                                        
                Let him sleep.                                           

      As the staff and Belle exit, the beast stirs. We move from         
      his face, shivering in a fever dream, to discover --               

71A   INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT              71A    

      The YOUNG PRINCE gazes down sadly.                                 

                          YOUNG PRINCE                                   
                Days in the sun                                          
                When my life has barely begun                            

      We move around to reveal that he is looking at the pale body       
      of THE QUEEN on her deathbed.                                      

                          YOUNG PRINCE (CONT'D)                          
                Not until my own life is done                            
                Will I ever leave you                                    
                                                                58.


       Behind the prince, a figure approaches: his FATHER. Cruelty      
       written on his face. Placing his large hand on the boy's         
       shoulder, he pulls him out of the room.                          

72     INT. CASTLE - BALLROOM/FOYER - NIGHT                      72     

       In the gloomy ballroom, Cadenza plays the beautiful melody.

                           CADENZA                                      
                 Will I tremble again                                   
                 To my dear one's gorgeous refrain?                     

       The melody drifts through the ballroom until we find Lumière and
                                                                       
       Plumette, dancing:                                              

                           LUMIÈRE & PLUMETTE                           
                 Will you now forever remain                            
                 Out of reach of my arms?                               

72AA   INT. CASTLE - KITCHEN - NIGHT                           72AA     

       Drifting to Mrs. Potts and Chip, as she tucks him into bed in    
       the cupboard:                                                    

                           MRS. POTTS                                   
                 Oh those days in the sun                               
                 What I'd give to relive just one                       
                 Undo what's done                                       
                 And bring back the light                               

       The melody wafts up to:                                          

72A    INT. BELLE'S BEDROOM - CASTLE - NIGHT                    72A     

       Madame de Garderobe joins in:                                    

                           GARDEROBE                                    
                 O I could sing                                         
                 Of the pain these dark days bring                      
                 The spell we're under                                  
                 Still it's the wonder of us                            
                 I sing of tonight                                      

       Belle turns to the window, sings:                                

                           BELLE                                        
                 How in the midst of all this sorrow                    
                 Can so much hope and love endure?                      
                 I was innocent and certain                             
                 Now I'm wiser but unsure                               
                                                                   59.


              BELLE (CONT'D)                       GARDEROBE                  
      I can't go back into my            Days in the past                     
      childhood                          Ah those precious days               
      One that my father made            couldn't last                        
      secure                             Oh - hold me closer                  
      I can feel the change in me                                             
                                                                          
      I'm stronger now but still                                              
      not free                                                                
                                                                      
      From the window, we PAN across to the castle, to the horizon -  
      - where the sun is rising.                                      

72B   OMITTED                                                      72B    

72C   OMITTED                                                      72C    

73    INT. BEAST'S LAIR - WEST WING - CASTLE - MORNING              73

      The beast's eyes are closed as he feels his mother's hand on
      his head one more time. The whole staff looks on:                   

                          ALL
                Days in the sun
                Will return - we must believe
                As lovers do
                That days in the sun
                Will come shining through

      The beast opens his eyes weakly, takes in the low light of
      sunrise. As his vision adjusts, the silhouetted figure by
      his bedside is revealed. Not his mother, but Belle. A smile
      forms on his lips, and he closes his eyes again.

      In the glass jar, a petal drops as if floating on the melody.
      Belle crosses to it.

                          BELLE
                What happens when the last petal falls?

                          LUMIÈRE
                The master remains a beast forever.     And
                the rest of us become...

                            MRS. POTTS                                    
                Antiques.                                                 

                          LUMIÈRE                                         
                Knickknacks.                                              

                          PLUMETTE                                        
                Lightly used houseware.                                   

                            COGSWORTH                                     
                Rubbish.    We become rubbish.                            

                          BELLE
                I want to help you. There must be some
                way to lift the curse.
                                                                 60.


     The staff exchange looks.                                          

                          COGSWORTH                                     
                Well, there is one --                                   

     Lumière candle-smacks him, leaving a waxy smear on his face.       

                          MRS. POTTS
                It's not for you to worry about, lamb.
                We've made our bed and we must lie in                   
                it.

     The BEAST opens his eyes, he's been listening. The years of     
     shame and anguish haunt his face as he begins to remember what
     it is to be human.

74   EXT. REMOTE FOREST ROAD - MORNING                            74

     Maurice sleeps. Suddenly, we hear the branches crack around
     him. The sound gets closer, and just when we think that wolves
     have found Maurice, we see --

     A HOODED FIGURE emerges from the woods. The figure looks at
     Maurice, his breathing making fog in the cold. Alarmed, the
     figure rushes up and pulls down the hood to reveal --

     AGATHE.   The beggar woman.

75   EXT. AGATHE'S SHELTER - WOODS - DAY                          75

     Agathe, her arm around Maurice, guides him into a shelter in a
     small clearing. Gently, she lays him down and removes her
     cloak, spreading it over him for warmth.

     She pulls a bundle off her back and rifles through it, removes
     herbs, a mortar and pestle, and expertly whips up a concoction
     that she brings to Maurice's lips.

                          AGATHE
                Drink.

     He blinks, reviving, as he drinks it down.

                          MAURICE                                       
                Thank you... Agathe.                                    

76   INT. BEAST'S LAIR - WEST WING - CASTLE - DAY                 76

     The beast lies in bed, still bandaged.

                          BELLE (O.S.)                                  
                Love can transpose to form and                          
                dignity. Love looks not with the eyes                   
                but with the mind. And therefore --                     

     He opens his eyes to see that Belle isn't reading, she's           
     reciting from memory. He joins in --                               
                                                            61.


                         THE BEAST                                  
               And therefore is winged Cupid painted                
               blind.                                               

     Belle looks up, surprised.                                     

                         BELLE                                      
               So you know Shakespeare?                             

                         THE BEAST                                  
               I had an expensive education.                        

                         BELLE                                      
               Actually, "Romeo and Juliet" is my                   
               favorite play.                                       

                         THE BEAST                                  
               Why is that not a surprise?                          

                            BELLE                                   
               Sorry?                                               

                         THE BEAST                                  
               All that heartache and pining and --                 
                   (a beastly shudder)                              
               There are so many better things to                   
               read.                                                

                            BELLE                                   
               Like what?                                           

     The beast smiles.                                              

77   INT. LIBRARY - CASTLE - DAY                              77

     The beast has lead Belle into the biggest grandest private     
     library in all of France. The chamber is vast and lined floor
     to ceiling with books.                                         

                         THE BEAST                                  
               Should be something here you can start               
               with...                                              

     He turns to see Belle, speechless.                             

                         BELLE
               It's wonderful.

                         THE BEAST
               Oh. Yes, I suppose it is... Well, if                 
               you like it so much, then it's yours.                

     The beast starts to leave.     He is stopped by --

                         BELLE
               Have you really read every one of these
               books?
                                                                  62.


                          THE BEAST                                      
                Not all of them. Some are in Greek.                      

                          BELLE                                          
                Was that a joke?   Are you making jokes                  
                now?                                                     

                           THE BEAST                                     
                Maybe.                                                   

      Belle shakes her head but is also charmed.    The beast turns      
      and strides out.                                                   

78    INT. DINING ROOM - CASTLE - NIGHT                            78

      The beast eats at the table, reading a book which sits on a    
      stand. He looks up to see Belle sit at the other end with three
                                                                     
      books. She picks up her spoon and starts to eat. The beast     
      plants his face in the bowl. Looks up a second later having    
      inhaled the soup, half of which is dripping from his fur. Belle
                                                                     
      attempts a smile. "SOMETHING THERE" begins.                    

78A   EXT. CASTLE GROUNDS - WOODED GLEN - DAY                     78A    

      Belle and the beast cross a stone footbridge. She reads            
      aloud to the patient, who moves tentatively, favoring a            
      wounded leg.                                                       

                          BELLE                                          
                The air is blue and keen and cold                        
                And in a frozen sheath enrolled                          

      The beast stops.   Belle, savoring the words, keeps walking.       

                          BELLE (CONT'D)                                 
                Each branch, each twig, each blade of                    
                grass                                                    
                Seems clad miraculously with glass                       

      Belle notices that she's walking alone.   She turns back, sees     
      the beast staring out soulfully:                                   

                          BEAST                                          
                I feel as if I'm seeing it for the                       
                first time.                                              

      As she follows his gaze, we reveal a splendidly desolate           
      landscape. The very thing Belle has just described, now            
      spread out before her.                                             

                          BEAST (CONT'D)                                 
                Is there more?                                           

      Belle smiles, pleased that for a moment at least he's become       
      a fan of poetry. She reads:                                        
                                                               63.


                         BELLE                                        
               But in that solemn silence                             
               Is heard the whisper                                   
               Of every sleeping thing:                               
               "Look, look at me                                      
               Come wake me up                                        
               For still here I be."                                  

     Belle meets the beast's eyes.   Both suddenly aware of hidden    
     meanings in the poet's words.                                    

79   EXT. CASTLE GROUNDS - DAY                                  79

     In the fresh snow, Belle brushes Philippe's coat. The beast     
     looks at Belle -- she nods -- and he pets the horse. Philippe  
     reacts skittishly, causing the beast to withdraw. Belle takes  
     his hand and places it on Philippe. Then, as she turns away --  

                         BELLE
               There's something sweet and almost
               kind
               But he was mean and he was coarse and
               unrefined

     She looks back -- sees the beast petting Philippe.               

                         BELLE (CONT'D)
               And now he's dear and so unsure
               I wonder why I didn't see it there
               before

     Suddenly, a snowball hits the beast.   He turns to see Belle     
     smiling.                                                         

     The beast builds a huge snowball, and hurls it at Belle. It      
     knocks her clean off her feet and into the snow. Off the         
     beast, grinning in delight --                                    

80   OMITTED                                                    80

81   INT. DINING ROOM - CASTLE - NIGHT                          81
     Belle reads at her end of the long dining table. She looks up
     and sees the beast looking at her. "May I?" She nods, goes     
     back to her book. As he walks the length of the table:         
                          THE BEAST
               She glanced this way
               I thought I saw
               And when we touched
               She didn't shudder at my paw
               No, it can't be
               I'll just ignore
               But then she's never looked at me that
               way before

     The beast sits. He grabs his bowl and slurps down the soup,      
     then catches himself as he sees Belle watching him.
                                                                64.


     After a moment, she picks up her bowl and drinks the soup the
     same way. The beast smiles. They loudly slurp and laugh           
     together.

82   INT. BALLROOM - CASTLE / EXT. CASTLE GROUNDS - DAY          82

     Plumette and several Ettes remove dust bags from the              
     chandeliers, as Belle stands on a balcony, sleeves rolled up.     
     She scrubs a dirty window, causing a beam of sunlight to          
     strike Cadenza. Meanwhile Chapeau mops the floor, cleaning        
     off years of grime, revealing the shiny marble underneath.        

                         BELLE
               New and a bit alarming
               Who'd have ever thought that this
               could be?

     Through the cleaned windows she sees the beast outside,
     walking Philippe -- and talking to him.                           

                         BELLE (CONT'D)
               True that he's no Prince Charming
               But there's something in him that I
               simply didn't see!

83   INT. LIBRARY - CASTLE - DAY                                 83

     Belle stands on a ladder, pulling down book after book, and    
     handing them to the beast. The staff watches from the corner.  

                         PLUMETTE
               Well, who'd have thought?

                         MRS. POTTS
               Well, bless my soul!

                         COGSWORTH
               Well, who'd have known?

                         LUMIÈRE
               Well, who indeed?

     The towering stack in the beast's arms teeters until the LIBRARY 
     TABLE scoots up behind him, allowing him to set the stack down.  
     The beast nods gratefully, and the wizened GLOBE on the tabletop 
     nods back. As the staff moves away:                              

                         LUMIÈRE (CONT'D)
               And who'd have guessed
               They'd come together on their own?

                         MRS. POTTS
               It's so peculiar, wait and see.

                         ALL
               We'll wait and see!
               A few days more
                         (MORE)
                                                              65.

                         ALL (CONT'D)
               There may be something there that wasn't
               there before.

                         COGSWORTH
               You know, perhaps there's something
               there that wasn't there before.

                         CHIP
               What, mama?

                         MRS. POTTS
               There may be something there that wasn't
               there before.

                         CHIP
               What is it, what's there?

                         MRS. POTTS
               I'll tell you when you're older.

     Chip waits a long beat.                                          

                         CHIP                                         
               Okay, I'm older!                                       

     Mrs. Potts laughs.                                               

                         MRS. POTTS                                   
               Oh Chip, you are a one!                                

84   EXT. CASTLE GROUNDS - COLONNADE - DAY                     84     

     Sitting in the beautiful rose garden, the beast looks up from    
     his book as Belle approaches.                                    

                         BELLE                                        
               What are you reading?                                  

                            THE BEAST                                 
               Nothing.                                               

     He hides the book but Belle catches the title.                   

                         BELLE                                        
               Guinevere and Lancelot.                                

                         THE BEAST                                    
               Well actually, King Arthur and the                     
               Round Table. Knights, and men, and                     
               swords and things...                                   

                         BELLE                                        
               But still... it's a romance.                           

     The beast nods, a bit shyly.                                     

                            THE BEAST                                 
               All right.     I felt like a change.                   
                                                                      66.


                         BELLE
               I never thanked you for saving my life.

                         THE BEAST
               Well I never thanked you... for not                           
               leaving me to be eaten by wolves.                             

     Belle laughs. A quiet charged moment, which ends with the               
     SHOUTS and LAUGHTER of the servants in the castle. Belle and            
     the beast can't help but smile.

                         BELLE
               They know how to have a good time.                            

                         THE BEAST
               Yes. But when I enter the room,                               
               laughter dies.

                         BELLE
               Me, too. The villagers say that I'm a                         
               "funny girl," but I don't think they                          
               mean it as a compliment.                                      

                            THE BEAST
               I'm sorry.     Your village sounds                            
               terrible.                                                     

                         BELLE
               Almost as lonely as your castle.                              

     He turns to her with a melancholy smile.       Then, an idea.           

                         THE BEAST                                           
               What do you say we run away?                                  

     Belle is surprised by the suggestion.                                   

85   INT. LIBRARY - CASTLE - NIGHT                                     85

     The beast unlocks a desk cabinet. In it, resting on velvet,
     its gold-leaf cover faintly glimmering with magic, is a                 
     LEATHER BOUND BOOK covered in a thick layer of dust.                    

                         THE BEAST
               Another little "gift" from the                                
               Enchantress...                                                

     The beast cracks open the book to reveal AN ANTIQUE WORLD               
     ATLAS. No countries. Just land and sea.                                 

                         THE BEAST (CONT'D)
               A book that truly allows you to                               
               escape.                                                       

     Belle moves closer to find the pen and ink drawing is alive.
     Waves lap the beaches. Green trees sway in invisible wind.              
                                                                   67.


                         BELLE
               How amazing.                                               

                         THE BEAST
               It was her cruelest trick of all. The
               outside world has no place for a                           
               creature like me. But it can for you.                      

     The beast offers his hand and Belle takes it.    He gently           
     moves her hand to the book.                                          

                         THE BEAST (CONT'D)
               Think of the place you've most wanted
               to see. First, see it in your mind's
               eye. Now feel it in your heart.                            

     Belle nods -- this isn't a difficult decision. The moment            
     her hand hits the page, we ENTER it, SPINNING through                
     celestial flares -- which blur and recombine -- as the lights        
     of Paris. We descend over the city and into...                       

86   INT. ARTIST'S GARRET - MONTMARTRE - NIGHT                      86

     ... the top floor of a windmill in Montmartre.

                         THE BEAST
               Where did you take us?

                         BELLE
               Paris.

     The beast looks out of a window and sees glittering lights.          

                         THE BEAST
               Oh, I love Paris. What would you like
               to see first? Notre Dame? The Champs-
               Elysées? No? Too touristy?                                 

     He turns to find Belle silent.   Her eyes brimming with tears.       

                         BELLE
               It's so much smaller than I imagined.

     The beast watches Belle walk through her childhood home...           
     the artist's garret that Maurice recreated in his signature          
     music box. Abandoned years ago, the room is crumbling.               
     Belle finds the remains of her father's easel. A tarnished
     wall mirror. Her own broken crib.

                         BELLE (CONT'D)
               This is the Paris of my childhood
               These were the borders of my life
               In this crumbling dusty attic
               Where an artist loved his wife
               I thought that I would find an answer
               Here where his heart has always lived
                         (MORE)
                                                             68.

                    BELLE (CONT'D)
          Now I see it's empty and abandoned
          Easy to remember
          Harder to move on
          Knowing that the Paris of my childhood
          Is gone

Belle notices something tucked into a corner of the crib.          
She pries it loose. It is a BABY'S RATTLE carved into the          
shape of a rose. The beast focuses on it.                          

                    THE BEAST
          What happened to your mother?                            

                    BELLE
          That's the only story Papa could never
          bring himself to tell. And I knew                        
          better than to ask...                                    

As she speaks, the beast notices something on a chair.   The       
dark, pointed mask of a plague doctor. He looks up.                

                      THE BEAST
          Plague.

The revelation lands on Belle's face.   She looks around.

IN QUICK TIGHT SHOTS ---                                           

Belle glimpses what must have happened. A DOCTOR stands in         
the doorway, his face covered by the mask.                         

                    DOCTOR                                         
          You must leave. Now.                                     

A bag is hastily packed, Belle's YOUNGER FATHER (barely seen)      
taking only what is necessary. He stops to gaze at Belle's         
MOTHER, who lies on her deathbed, surrounded by medicines.         

                    BELLE'S MOTHER                                 
          Quickly... before it takes her too...                    

She closes her eyes, turns away.                                   

Maurice picks up the baby... who drops her beloved rose-           
shaped rattle. Belle's mother touches it to her lips as            
husband and child disappear.                                       

BACK TO THE PRESENT                                                

Belle stares at the rattle.

                    THE BEAST
          I am sorry I ever called your father a                   
          thief.                                                   

Belle lifts her head, her wet eyes look at him.                    
                                                                69.


                         BELLE
               Let's go home.

     She means the castle.   The beast nods, takes her hand.           

87   EXT. COUNTRY INN - EVENING                                  87

     Wind and rain dance in front of the inn.   MUSIC and DRUNKEN      
     LAUGHTER inside.

                         LEFOU
               Wow, this is some storm. At least                       
               we're not tied to a tree in the middle                  
               of nowhere, right? You know it's not                    
               too late, we could just go get him...                   

     Gaston doesn't react.                                             

                         LEFOU (CONT'D)                                
               It's just, every time I close my eyes,                  
               I picture Maurice stranded out there.                   
               And then when I open them, he's --                      

88   INT. COUNTRY INN - EVENING                                  88

     They enter and see MAURICE surrounded by Pere Robert and Jean     
     the potter.                                                       

                         LEFOU                                         
                   (excitedly)                                         
               Maurice!                                                

     LeFou realizes he shouldn't be happy and tamps down his           
     smile. Maurice and Gaston lock eyes. Gaston quickly               
     assesses the situation.

                         TAVERN KEEPER                                 
               Gaston, did you try to kill Maurice?

     Just when we think Gaston might run or fight or deny, he smiles  
     warmly.                                                          

                         GASTON
               Oh, Maurice! Thank heavens. I've spent                  
               the last five days trying to find you.                  

     Suddenly, the villagers shift their gaze to Maurice.

                         MAURICE
               No! You tried to kill me!    You left                   
               me for the wolves!                                      

                         GASTON
               Maurice, it's one thing to rave about
               your delusions. It's another to accuse
               me of attempted murder.
                                                           70.


Gaston's argument lands.    The gentle Maurice feels the room    
slipping away from him.                                          

                    JEAN
          Maurice, do you have any proof of what                 
          you're saying?                                         

                    MAURICE
          Ask Agathe! She rescued me!

Before Agathe can speak --                                       

                     GASTON
          Agathe? You'd hang your accusation on
          the testimony of a filthy hag?                         
                 (to Agathe)
          No offense, Agathe.                                    

Agathe raises an eyebrow - but says nothing.

                    MAURICE
          Monsieur LeFou! He was there.     He saw
          it all.

                    LEFOU                                        
          Me?                                                    

                    GASTON
          You're right. Don't take my word for
          it.

He puts his arm around LeFou and pulls him close.                

                    GASTON (CONT'D)                              
          LeFou, my dearest companion, did I,                    
          your oldest friend and most loyal                      
          compatriot, try to kill the father of                  
          the only woman I've ever loved?

All eyes turn to LeFou, who is clearly torn.                     

                    LEFOU                                        
          It's a complicated question on a                       
          number of accounts, but... no. No, he                  
          did not.                                               

The crowd reacts. Maurice is crestfallen. Gaston has won.
Maurice lunges at Gaston -- who catches his flying fist, easily  
subduing him.                                                    

                    GASTON
          Maurice, it pains me to say this, but
          you've become a danger to yourself and
          others. No wonder Belle ran away. You                  
          need help, sir. A place to heal your
          troubled mind.
                                                                71.


     Gaston signals to Tom, Dick, and Stanley -- and Maurice turns to
     see them block the exit. Gaston places his large hand on
     Maurice's shoulder -- and squeezes. Maurice winces.

                         GASTON (CONT'D)
               Everything's going to be fine.                            

89   INT. BEAST'S LAIR - WEST WING - CASTLE - EVENING              89

     The beast sits in a tub -- far too small for him.   There's         
     shadow-play on the curtain.                                         

                         BEAST                                           
               I saw her in the ballroom, and I said,                    
               well, you're making this so beautiful,                    
               we should have a dance tonight. I never                   
               thought she'd actually say yes! What                      
               was I thinking?!                                          

                         LUMIÈRE                                         
               No, Master, it's perfect! The rose has                    
               only four petals left. Which means
               tonight... you must tell her how you
               feel.

     The beast stands, appearing above the curtain, sopping wet.         

                         THE BEAST
               I feel like a fool. She will never love
               me.

                         LUMIÈRE
               Do not be discouraged.

     The beast shakes his coat dry like a dog.   The spray               
     extinguishes Lumière's candles.

                         LUMIÈRE (CONT'D)
               She is the one.

                         THE BEAST                                       
               I wish you'd stop saying that!                            

                                                         CUT TO:         

     The beast plops into his a seat in front of the mirror.             

                         THE BEAST (CONT'D)
               There is no one.                                          

                         LUMIÈRE
               You care for her, don't you? Well                         
               then, woo her with beautiful music and                    
               romantic candlelight...                                   

                         PLUMETTE                                        
               Yes, and when the moment's just                           
               right...                                                  
                                                              72.


                          THE BEAST                                   
                But how will I know?                                  

                          COGSWORTH                                   
                You will feel slightly nauseous.                      

                          LUMIÈRE                                     
                Don't worry, master, you'll do fine.                  

                          MRS. POTTS                                  
                Just stop being a coward and tell                     
                Belle how you feel. And if you don't,                 
                I promise you'll be drinking cold tea                 
                for the rest of your life.                            

                          LUMIÈRE                                     
                In the dark.                                          

                          PLUMETTE                                    
                Covered in dust.                                      

                          LUMIÈRE                                     
                Dark and very very dusty.                             

      Off the beast, taking this in --                                

                                                          CUT TO:     

89A   A brief MONTAGE, as the castle staff give the beast a very
                                                               89A    
      bad makeover.                                                   

                          LUMIÈRE (CONT'D)                            
                Start with the hair! Women love nice                  
                hair.                                                 

                          MRS. POTTS                                  
                I'll take the fingers and toes!                       

                          COGSWORTH                                   
                Chapeau, brush those teeth!                           

      Chapeau wields scissors and a brush as Mrs. Potts pours hot     
      water into Chip. The beast is pushed and pulled, primped and    
      snipped. His fingers are dipped into Chip, his nails buffed     
      by Mrs. Potts' steam, as Lumière climbs onto his horns.         

                          LUMIÈRE                                     
                Dip dip, snip snip...                                 

      Plumette powders the beast's face --                            

                          PLUMETTE                                    
                Eyes closed, poof poof!                               

                          LUMIÈRE                                     
                And the pièce de résistance...                        
                                                              73.


     Chapeau places one of the Prince's old wigs on the beast.      
     Plumette pecks his cheek with a beauty mark. The beast spins in
                                                                    
     his chair to see himself in the mirror, and -- he's totally    
     ridiculous. The staff, dejected, takes in its handiwork.       

                         LUMIÈRE (CONT'D)                              
               OK, I can fix this!                                     

90   INT. BELLE'S BEDROOM - CASTLE - EVENING                   90

     Garderobe finishes dressing Belle.                                

                            GARDEROBE                                  
               Beautiful.     But something is missing.                

     Garderobe looks up. There's dust around the gilding that glows  
     in the moonlight. A moment of inspiration.

                            GARDEROBE (CONT'D)                         
               Ahh, yes.     The finishing touch.                      

     Garderobe sweeps her arm, and the gold dust magically whooshes
     down, settling on Belle's gown, and completing it.

91   INT. GRAND STAIRCASE - CASTLE - NIGHT                     91

     Belle is breathtaking as she is revealed on the upper             
     landing.                                                          

     Mustering his courage, the beast descends from the west wing.
     She gazes over at the beast, who looks resplendent. She sees      
     him in a new light.                                               

     "BEAUTY AND THE BEAST" begins. From the bottom of the             
     staircase, Mrs. Potts watches with Chip --                        

                         MRS. POTTS
               Tale as old as time
               True as it can be
               Barely even friends
               Then somebody bends unexpectedly

     The beast and Belle meet on the center landing and descend the  
     staircase. Arm in arm, they enter --                            

92   INT. BALLROOM - CASTLE - NIGHT                            92

     -- the absolutely resplendent ballroom. It has been cleaned and
                                                                    
     scrubbed to its former glory. The great windows offer a        
     magnificent view of the starry night.

                         MRS. POTTS
               Just a little change
               Small to say the least
               Both a little scared
               Neither one prepared
               Beauty and the Beast
                                                              74.


     As the music rises, Belle bows. The beast bows in return. She  
     offers him her hands -- and nervously, he takes them. They     
     begin to dance, gliding across the ballroom --                 

     CAMERA sweeps up to see CARVED INSTRUMENTAL FIGURES --
     VIOLIN, VIOLAS, HARP -- which have come to life and are
     playing accompaniment with CADENZA -- sparkling with polish.

                         MRS. POTTS (CONT'D)
               Ever just the same
               Ever a surprise
               Ever as before
               Ever just as sure
               As the sun will rise
               Tale as old as time
               Tune as old as song
               Bittersweet and strange
               Finding you can change
               Learning you were wrong

     ANGLE ON BEAUTY AND THE BEAST -- in this moment, nothing in the
     world exists except each other. Despite his bulk, the beast is
     careful, gentle, graceful. The lights in the ballroom grow dim  
     as he lifts her, spinning. Belle is swept away.                  

     ANGLE ON THE HOUSEHOLD STAFF -- watching in mounting hope and
     excitement. On top of Cadenza, Lumière puts an arm around        
     Cogsworth, pulling him closer.                                   

                         MRS. POTTS (CONT'D)
               Certain as the sun
               Rising in the East
               Tale as old as time
               Song as old as rhyme
               Beauty and the Beast

     The lights come back up as the terrace doors open, allowing      
     Belle and the beast to step outdoors.

                         MRS.   POTTS (CONT'D)
               Tale as old as   time
               Song as old as   rhyme
               Beauty and the   Beast

     Chip nuzzles his mother, as Belle and the beast move out to:     

93   EXT. TERRACE - CASTLE - NIGHT                              93

     Belle and the beast stand together under the stars.              

                         THE BEAST
               I haven't danced in years.   I'd almost                
               forgotten the feeling.                                 

     Mustering his courage --                                         
                                                                 75.


                         THE   BEAST (CONT'D)                           
               It's foolish,   I suppose, for a                         
               creature like   me to hope that one day                  
               he might earn   your affection.                          

                         BELLE                                          
               I don't know...                                          

                         THE BEAST                                      
               Really? So you think you could be                        
               happy here?                                              

                         BELLE                                          
               Could anyone be happy if they're not                     
               free?                                                    

     She gazes wistfully toward the forest.                             

                         BELLE (CONT'D)                                 
               My father taught me to dance.   I used                   
               to step on his toes a lot.                               

                         THE BEAST                                      
               You must miss him.                                       

                            BELLE                                       
               Very much.                                               

                          THE BEAST                                     
                      (thinks, decides)                                 
               Would you like to see him?                               

94   INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT               94

     Belle stares into the beast's hand mirror.                         

                         BELLE                                          
               I'd like to see my father.                               

     A glow of magic. When it clears Belle sees Maurice -- being        
     manhandled in the village square! He looks terrified.              

                          BELLE (CONT'D)
               Papa!   What are they doing to him?!                     

     The beast reacts to her suffering.   A moment of choice.           

                         THE BEAST
                   (pained)
               You must go to him.

                         BELLE
               What did you say?

                         THE BEAST
               You must go to him. No time to waste.                    
                                                               76.


      Belle looks at the beast as she has never done before -- with
      gratitude and appreciation. She moves to return the mirror.

                          THE BEAST (CONT'D)
                No. Keep it with you. And you'll
                always have a way to look back on me.

                             BELLE
                Thank you.

      She rushes out.                                                  

94A   INT. FOYER - CASTLE - NIGHT                              94A     

      Belle runs down the grand staircase towards the door. She        
      stops, seeing Chapeau. He bows to her, silently, sadly.          
      Choking back tears, she is gone.                                 

      Chapeau looks up to the landing, and sees Mrs. Potts standing    
      there, watching. Heartbroken.                                    

94B   INT. BEAST'S LAIR - WEST WING - CASTLE                   94B     

      The beast unclasps his beautiful coat and lets it fall to the    
      ground. Cogsworth enters, eager for news.                        

                          COGSWORTH
                Well, master, I may have had my doubts,
                but everything is moving like clockwork.
                True love really does win the day!                     

                          THE BEAST
                I let her go.

                          COGSWORTH
                You... WHAT!?                                          

      Lumière and Plumette enter behind Cogsworth, followed by Mrs.    
      Potts.                                                           

                          LUMIÈRE
                Master... how could you do that?

                             THE BEAST
                I had to.

                             COGSWORTH                                 
                But why?

      The beast doesn't answer.                                        

                          MRS. POTTS
                Because he loves her.

                          LUMIÈRE
                Then why are we not human?                             
                                                                77.


                          COGSWORTH
                      (angry)
               Because she doesn't love him!    And now,
               it's too late.

                         PLUMETTE                                       
               But she might still come back --                         

                         THE BEAST                                      
               No. I've set her free. I'm sorry I                       
               couldn't do the same for all of you.                     

     He turns away, unable to face them.                                

                            THE BEAST (CONT'D)                          
               Now go.     Our time is almost past.                     

     The staff retreats.    As "EVERMORE" begins, the beast pulls on    
     a dark cape.                                                       

                           THE BEAST (CONT'D)                           
               I   was the one who had it all                           
               I   was the master of my fate                            
               I   never needed anybody in my life                      
               I   learned the truth too late                           

95   INT./EXT. TURRETS - CASTLE - NIGHT                          95

     He steps onto the balcony of his lair. From his POV, we see        
     Belle mounting Philippe on the castle grounds below.

                         THE BEAST
               I'll never shake away the pain                           
               I close my eyes but she's still there                    
               I let her steal into my melancholy                       
               heart                                                    
               It's more than I can bear                                

     Belle sets off and the beast begins to climb the castle
     turrets.

                         THE BEAST (CONT'D)
               Now I know she'll never leave me                         
               Even as she runs away                                    
               She will still torment me, calm me,                      
               hurt me, move me come what may                           

     The beast climbs higher and higher, to keep Belle in sight as      
     she gets further and further away.

                         THE BEAST (CONT'D)
               Wasting in my lonely tower                               
               Waiting by an open door                                  
               I'll fool myself she'll walk right in                    
               And be with me for evermore                              

     The beast climbs, Belle riding, until he reaches the highest
     turret of the castle.
                                                                 78.


                         THE BEAST (CONT'D)
               I rage against the trials of love                        
               I curse the fading of the light                          
               Though she's already flown so far                        
               beyond my reach                                          
               She's never out of sight                                 
               Now I know she'll never leave me                         
               Even as she fades from view                              
               She will still torment me, be part of                    
               everything I do                                          
               Wasting in my lonely tower                               
               Waiting by an open door                                  
               I'll fool myself she'll walk right in                    
               And as the long long nights begin                        
               I'll think of all that might have been                   
               Waiting here for evermore                                

     The beast stands at the edge of the turret as Belle finally        
     disappears through the castle gates.                               

96   EXT. VILLAGE OF VILLENEUVE - SQUARE - NIGHT                  96    

     A horse-drawn asylum wagon thunders into the square where
     Maurice is surrounded by taunting villagers. The eerie
     driver, MONSIEUR D'ARQUE, steps out as Tom, Dick and Stanley
     throw Maurice into his cage on wheels. Villagers approach
     the wagon like 18th century rubberneckers.                         

     Gaston leans into the wagon. The gathering crowd is just loud
     enough to mask a private plea to Maurice...

                         GASTON
               Have you ever seen the inside of a mad
               house, Maurice? You wouldn't last a
               week. Just give me your daughter's                       
               hand, and I'll set you free.

                         MAURICE                                        
               Never.                                                   

     Gaston clenches his jaw and locks the door with a CLANK.           

                         GASTON
               Take him away!

     The wagon begins to move. The rubberneckers watch the wagon        
     until they are silenced by a loud...

                         BELLE (O.S.)
               STOP!

     Belle's voice cuts through the crowd.   They turn and gape at --  

     BELLE, DAZZLING, IN HER EVENING GOWN.

     The crowd parts before her as she dismounts Philippe and
     moves to the wagon. They whisper as she passes --
                                                            79.


                    VILLAGERS
          "Belle..." "Where did she come from?"
          "Is that Belle..." "Look at that
          dress..."

Gaston stares, slack-jawed, unable to believe his eyes. We
linger on the jealous village lasses, the puzzled Jean, the
confused LeFou, the foul-tempered Clothilde, the bewildered
Pere Robert, and in the shadows... Agathe.                        

Belle fearlessly strides right in front of the wagon. The
horses jump up, startled. Belle runs to the locked door.

                     MAURICE
          Belle?   I thought I'd lost you!                        

Belle sees her father injured on the floor of the wagon.

                    BELLE
          Open this door! He's hurt!

Monsieur d'Arque climbs down to calm her.                         

                    MONSIEUR D'ARQUE
          I'm afraid we can't do that, miss.   But
          we'll take very good care of him.                       

                    BELLE
          My father's not crazy!   Gaston...
          Tell him!

                    GASTON
          Belle, you know how loyal I am to your
          family, but your father has been making
          some unbelievable claims.

                    JEAN
          It's true, Belle. He's been raving
          about a beast in a castle.

                    BELLE
          I have just come from the castle and                    
          there is a beast!                                       

                    GASTON
          We all admire your devotion to your
          father, but you'd say anything to free
          him. Your word is hardly proof.

Belle pulls out the magic mirror from her sash.

                    BELLE
          You want proof? SHOW ME THE BEAST!                      

In the mirror, the beast sits slumped against a turret wall.      
The villagers gasp. Gaston's face registers shock.                
                                                           80.


                    BELLE (CONT'D)
          There is your proof!

                    GASTON
          This is sorcery!

Gaston snatches the mirror from Belle and holds it up to the
villagers.

                     GASTON (CONT'D)
          Look at this beast. Look at his fangs,                  
          his claws.                                              

The villagers recoil in fright.                                   

                    BELLE
          No, don't be afraid.    He is gentle and
          kind.

                    GASTON
          The monster has put her under a spell!                  
          If I didn't know better, I'd say she
          even cared for him.                                     

                    BELLE
          He's not a monster, Gaston. You are.                    
              (appeals to everyone)                               
          The beast would never hurt anyone.                      

                    GASTON
          I have heard of the effects of dark                     
          magic, but never seen it with my own                    
          eyes before! This is a threat to our                    
          very existence!                                         

Raucous cries of "Gaston Gaston Gaston!" rise.    Gaston holds    
the mirror up.                                                    

                    GASTON (CONT'D)                               
              (to the thugs)                                      
          We can't have her running off to warn                   
          the beast. Lock her up too.                             

Tom, Dick and Stanley strong-arm Belle into the wagon with        
her father.                                                       

                    BELLE                                         
          This isn't over Gaston, you'll see!                     

                    LEFOU                                         
          Gaston, with all due respect --                         

                    GASTON                                        
          DO YOU WANT TO BE NEXT?    Fetch my                     
          horse.                                                  
                                                            81.


Gaston hops onto the back of the wagon and addresses the          
crowd. The "MOB SONG" begins as we move through the               
frightened villagers --                                           

                     GASTON (CONT'D)
          That creature will curse us all if we
          don't stop him! Well, I say we KILL
          THE BEAST!

                    TOM
          We're not safe until he's dead

                    DICK
          He'll come stalking us at night

                    JEAN
          Set to sacrifice our children
          To his monstrous appetite!

                    CLOTHILDE
          He'll wreak havoc on our village
          If we let him wander free!

                    GASTON
          So it's time to take some action, boys
          It's time to follow me!

Gaston grabs a TORCH from a villager and tosses it into a barrel
of pitch. Flames rise to the sky.                               

                    GASTON (CONT'D)
          Through the mist, through the wood
          Through the darkness and the shadows
          It's a nightmare but it's one exciting
          ride

Gaston lights Clothilde's torch, then clasps the shoulder of      
Monsieur d'Arque, who watches helplessly as his asylum wagon      
horses are commandeered by the mob.                               

                     GASTON (CONT'D)                              
          Say a prayer, then we're there
          At the drawbridge of a castle
          And there's something truly terrible
          inside
          It's a beast, he's got fangs razor
          sharp ones
          Massive paws, killer claws for the
          feast
          Hear him roar, see him foam
          But we're not coming home
          `Til he's dead, good and dead...
          KILL THE BEAST!

Some villagers seize shovels, pitchforks, axes. Some light        
torches in the pitch. Others wrench a boar's head PIKE STAFF      
from outside the country inn. Pere Robert tries to calm the       
frenzy but the force of the mob pushes him back.                  
                                                                 82.


                          MOB
                Light your torch, mount your horse!

                          GASTON
                Screw your courage to the sticking place

                          MOB
                We're counting on Gaston to lead the
                way                                                     
                                                                        

97    EXT. WOODS - NIGHT                                          97

      Gaston and LeFou crash into the woods at a full gallop.

                          GASTON                                        
                Call it war                                             
                Call it threat                                          
                You can bet they all will follow                        
                For in times like this they'll do just                  
                as I say                                                

      LeFou's doubts are growing:

                           LEFOU
                There's a beast
                Running wild there's no question
                But I fear
                The wrong monster's released

                          MOB
                Sally forth, tally ho
                Grab your sword, grab your bow
                Praise the Lord and here we go!

      Gaston holds up the mirror.

                          GASTON
                Show me the castle!

      IN THE MIRROR -- Gaston sees the hidden path to the castle.       

100   INT. FOYER - CASTLE - NIGHT                                100    

      Plumette's head rests on Lumière's shoulder.    Mrs. Potts nuzzles
      Chip.

                          LUMIÈRE
                At least he has finally learned to love.                

                          COGSWORTH
                A lot of good that does us if she
                doesn't love him in return.

                          MRS. POTTS
                No. This is the first time I've had any
                real hope she would.
                                                               83.


      ANGLE ON CHIP -- he hears a distant sound -- the rumble of
      MARCHING BOOTS -- puzzled, he hops to the window embrasure --

                          CHIP
                Did you hear that, mama?    Is it her!?
                Is she coming back?!                                   

      The staff and Froufrou jump up, excited, and move to the window.
      They see torches in the distance.

                          LUMIÈRE
                Could it be?

      They look through the glass, distorted with frost, as the mob
      moves through the garden. Lumière warms the windowpane with his
      flame to see more clearly.

                             LUMIÈRE (CONT'D)
                Sacrebleu!     Invaders.

                             MRS. POTTS
                Ruffians!                                              

                          COGSWORTH
                Well, there you go. So much for true                   
                love. Man the barricades, and hold                     
                fast!                                                  

      They hop down from the embrasure.                                

102   INT. FOYER - CASTLE - NIGHT                              102

      Lumière, Cogsworth, Mrs. Potts, Chip, Plumette and Chapeau stand
      at the front door, forming a sad barricade.

                          CASTLE STAFF
                Hearts ablaze, banners high
                We go marching into battle --
                Unafraid although the danger just
                increased

                          CADENZA
                Move aside!

      Cadenza crab-walks in from the ballroom, standing vertically and
      propping himself against the door. The others gather around
      him.

103   EXT. TERRACE - CASTLE - NIGHT                            103     

      The mob hauls their boar's head battering ram up to the door.

                          MOB
                Raise the flag, sing the song
                Here we come, we're fifty strong
                And fifty Frenchmen can't be wrong
                Let's kill the beast!
                                                                  84.


103A   INT. FOYER - CASTLE - NIGHT                               103A

       CRASH! The battering ram breaks through the postern door,         
       which falls out of the door frame.                                

                           COGSWORTH                                     
                 We need help!                                           

       He lopes towards the staircase.                                   

105    INT. ASYLUM WAGON - VILLAGE OF VILLENEUVE - NIGHT          105    

       Belle gazes out the prison bars, sees d'Arque pacing by the       
       fountain. She whispers to Maurice --                              

                           BELLE                                         
                 I have to warn the beast --                             

                             MAURICE                                     
                 Warn him?    How did you get away from                  
                 him?                                                    

                           BELLE                                         
                 He let me go, papa.     He sent me back                 
                 to you.                                                 

                           MAURICE                                       
                 I don't understand.                                     

       She holds up the rose-shaped rattle.    Maurice recognizes it     
       immediately.                                                      

                           BELLE                                         
                 He took me there. I know what                           
                 happened to maman.                                      

       Maurice takes the rattle.   Stunned.                              

                           MAURICE                                       
                 Then you know I had to leave her                        
                 there. I had to protect you. I've                       
                 always tried to protect you... too                      
                 much, perhaps...                                        

       He stops, eyes filled with tears.                                 

                           BELLE                                         
                 I understand.                                           

       She takes his hand and kisses it.                                 

                           BELLE (CONT'D)                                
                 Will you help me now?                                   

                           MAURICE                                       
                 It's dangerous.                                         
                                                                 85.


                           BELLE                                        
                Yes.   Yes it is.                                       

      Maurice sees the courage and determination in her eyes.   And     
      his own eyes light up with an idea.                               

                          MAURICE                                       
                Of course I could try to pick the                       
                lock. After all, it's only gears and                    
                springs. But I would need something                     
                long and sharp --                                       

      He stops as Belle, a step ahead, removes and hands him one of     
      her long hairpins.                                                

                             MAURICE (CONT'D)                           
                Like that.     Perfect.                                 

      Maurice gets to work.                                             

104   EXT. HIGHEST TURRET - CASTLE - NIGHT                       104

      Cogsworth hops up the spiral staircase and out onto the           
      turret. He spots the beast, perched among the gargoyles.          

                          COGSWORTH
                Pardon me, master. I'm sorry to                         
                disturb you, but --                                     

                          THE BEAST                                     
                She's not coming back.                                  

                          COGSWORTH                                     
                No... the castle is under attack!                       

                          THE BEAST                                     
                It doesn't matter now.    Just let them                 
                come.

106   EXT. TERRACE - CASTLE - NIGHT                              106

      The battering ram smashes against the door.

                          MOB
                Kill the beast!     Kill the beast!

107   INT. FOYER - CASTLE - NIGHT                                107

      The door is giving way, the mob is too strong.

                          MRS. POTTS
                This isn't working!

                          LUMIÈRE
                I know what to do.                                      
                                                                 86.


108   EXT. TERRACE - CASTLE - NIGHT                              108

      The battering ram smashes again.

                          MOB
                Kill the beast!     Kill the beast!

109   INT. FOYER - CASTLE - NIGHT                                109

      The castle staff has now vanished, their barricade dismantled.
      A series of bolts on the door slide open one by one, top to
      bottom. The door unlocking itself...

110   EXT. TERRACE - CASTLE - NIGHT                              110

      The battering ram smashes the door one last time --

                          MOB
                Kill the beast!     Kill the beast!

      The door swings open easily and the mob tumbles inside, to find:

111   INT. FOYER - CASTLE - NIGHT                                111

      It's EMPTY. Met by eerie silence, Gaston and the mob cautiously
      enter. The door barely hangs on its hinges.

      Villagers hold up torches. The flickering light reveals
      FURNITURE. Chairs. A coat rack. A feather duster. A
      candelabra. A tea pot and teacup. A harpsichord.

                          LEFOU
                Are you not the least bit concerned that                  
                this castle might be haunted?                             

                          GASTON
                Don't lose your nerve, LeFou.

      Gaston looks into the mirror. ANGLE ON LeFou -- he notices          
      Mrs. Potts. Brings his torch close to study her.

      ANGLE ON THE MOB -- among them, Jean the potter stares at the
      eerie castle foyer --

                          JEAN
                This place seems familiar... like I've                    
                been here before...                                       

      Gaston approaches the west wing stairs.    LeFou brings his face
      down to the tea pot and teacup.                                     

                          LEFOU                                           
                You must be the talking teacup.       And                 
                you must be his grandmother.                              

      Mrs. Potts' EYES open.   Furious.                                   
                                                               87.


                          MRS. POTTS                                     
                Grand-mother? ATTACK!                                    

      LeFou jumps back. ALL HELL BREAKS LOOSE as the furniture comes  
      alive. Chairs kick the shins of several villagers. Plumette
      feathers villagers' faces furiously, causing them to have
      sneezing fits. As other villagers funnel in, the "Lend-a-Hand"
      lights outside the door bonk several of them on the head.
      They're alive after all.

      Chapeau spins Gaston around and is about to land a blow when       
      GASTON GRABS LEFOU and puts him in the line of fire. LeFou         
      becomes a human punching bag as Cadenza approaches and rears       
      up on his hind legs. His shadow falls across Gaston, who           
      dives out of the way -- leaving LeFou exposed.                     

                            LEFOU                                        
                Gaston!                                                  

      Cadenza comes crashing down on LeFou, squashing him flat.          
      Gaston looks down at his friend.                                   

                          LEFOU (CONT'D)                                 
                    (weak, muffled)                                      
                Gaston... help...                                        

      Gaston looks from LeFou to the enchanted mirror, then to the       
      grand staircase.                                                   

                          GASTON                                         
                Sorry, old friend.   It's hero time.                     

      Gaston rushes up the staircase.   Lefou passes out.                

112   INT. VILLAGE OF VILLENEUVE - NIGHT                          112    

      Monsieur d'Arque paces in the square, when he notices the          
      door to the asylum wagon is ajar. He runs to the wagon and         
      flings open the doors, only to find it empty. D'Arque slams        
      the doors shut -- and there's Maurice, smiling beside him.         

                            MAURICE                                      
                Hello.    Oh, I believe this is yours.                   

      Maurice casually hands the wagon's padlock to Monsieur             
      d'Arque -- just as Belle rides past on Philippe! As she            
      charges out of the village gates, she tosses her ball gown to      
      the ground.                                                        

      Maurice waves to her proudly, then turns back to d'Arque.          

                          MAURICE (CONT'D)                               
                She's very headstrong. Do you have                       
                children?                                                

      Off d'Arque's confusion --                                         

113   OMITTED                                                     113
                                                                 88.


117   INT. FOYER - CASTLE - NIGHT                                 117    

      LeFou, bruised but alive, opens his eyes, sits up -- when          
      Plumette furiously begins feathering his face.                     

                          PLUMETTE                                       
                    (laughs)                                             
                No one to protect you now, eh?!                          

      LeFou swats -- and Plumette flies away, laughing.                  

119   INT. TURRET STAIRCASE - CASTLE - NIGHT                      119

      Gaston finds himself at the landing of two staircases.
      Unsure which one leads to the beast, he holds up the mirror,
      which illuminates the right way. Gaston bounds up them.

120   INT. FOYER - CASTLE - NIGHT                                 120

      Chip rapidly fires saucers at attackers, counting them off as      
      he dispatches them with glee.                                      

                              CHIP                                       
                One!   Two!     Three!   Four!   Five!                   

      Above, Cogsworth looks down from the balcony, a tinhorn            
      general surveying the battlefield.                                 

                          COGSWORTH                                      
                Good show, Chip my boy!                                  

      Just then, a platoon of books arrives on the large table from      
      the library, battle-ready.                                         

                          COGSWORTH (CONT'D)                             
                Excellent! The infantry's arrived.                       
                Now go and teach them a lesson!                          

      The books rocket down into the fray, thwacking villager after      
      villager.                                                          

                          COGSWORTH (CONT'D)                             
                Yes, those are called books, you third-                  
                rate musketeers!                                         

      This draws the attention of Tom, Dick and Stanley.   Cogsworth     
      shudders --                                                        

                          COGSWORTH (CONT'D)                             
                Oh, I'm off!                                             

      -- and jumps down from the balustrade, as they bound up the        
      stairs. They face off against Cogsworth, and he backs up           
      quickly.                                                           

                          COGSWORTH (CONT'D)                             
                Ah, terribly sorry, pardon me, I'm                       
                just a clock!                                            
                                                                  89.


       Suddenly, Garderobe leaps out, blocking the brutes' path, and     
       unfurls her fabric, wrapping them up.                             

                           GARDEROBE                                     
                 Yes, that's it... put it on... pretty                   
                 little boys!                                            

       Tom and Dick look at each other and shriek, horrified at their  
       girly make-overs. Stanley, however, doesn't seem to mind his  
       new look. Garderobe cackles.                                    

                            GARDEROBE (CONT'D)                           
121              Go!   Be free! Be free! Be FREE!                 121    

122    EXT. WOODS - NIGHT                                         122

       Belle on Philippe. She whips past the withered tree and down
       the path toward the castle grounds.

124    OMITTED                                                    124

124A   OMITTED                                                   124A

124B   OMITTED                                                   124B

126    INT. FOYER - BALCONY - CASTLE - NIGHT                      126

       From the balcony, Mrs. Potts leaps onto a chandelier --           

                           MRS. POTTS                                    
                 How do you take your tea?!    Piping                    
                 hot?! Or boiling?!                                      

       -- and douses villagers below with boiling water.   She looks     
       down -- seeing Jean the potter -- and gasps.                      

                           MRS. POTTS (CONT'D)                           
                 Mister Potts?!                                          

       Suddenly, Mrs. Potts slips and drops down towards the floor.      
       Jean the potter looks on in confusion. Chip looks on in           
       terror.                                                           

                            CHIP                                         
                 Mama!                                                   

       But just as she's about to shatter, she is caught by a pair       
       of human hands. Mrs. Potts gazes up at -- LEFOU, who seems        
       as surprised as she does.                                         

                            MRS. POTTS                                   
                 Oh!   Thank you.                                        

       Suddenly, two villagers charge at LeFou from either side.         
       LeFou ducks, the villagers wallop one another, Mrs. Potts         
       spits hot water in their faces, and LeFou punches one out to      
       finish the job.                                                   
                                                         90.


                    MRS. POTTS (CONT'D)                          
          Nicely handled!                                        

                    LEFOU                                        
          Well I used to be on Gaston's side,                    
          but we're in a bad place right now.                    

                    MRS. POTTS                                   
          You're too good for him anyway...                      

LeFou nods, emotional.                                           

                    MRS. POTTS (CONT'D)                          
          Shall we get back to it, then?!                        

Below, Cadenza bucks and rages against villagers, besting        
them repeatedly as he plays elaborate trills.                    

                    CADENZA                                      
          Such sweet music! Ha ha, I'll play                     
          you like a concerto!                                   

Clothilde watches this, and seethes.                             

                    CLOTHILDE                                    
              (points to Cadenza)                                
          Silence that harpsichord!                              

Clothilde's cry rallies a group of villagers, who raise their    
axes to turn maestro Cadenza into firewood.

                     GARDEROBE                                   
          Maestro!                                               

Cadenza looks up to see her.                                     

                     CADENZA                                     
          Darling!   At last!                                    

                    GARDEROBE                                    
              (shock becomes rage)                               
          I'm coming, my love! That's it!     The                
          fat lady is singing!                                   

Garderobe belts out a deafening high note and throws her         
massive girth off the balcony, sending Clothilde and the
villagers below scattering. She lands with a graceful THUD.

                    CADENZA
          Bravissima!

Before the villagers can retaliate, Cadenza's "teeth" shoot
out of his mouth like machine gun rounds. BAM BAM BAM!

Lumière runs around with gunpowder trail, creating a line of     
firecracker explosions that send villagers scattering.           
                                                                    91.


                            LUMIÈRE                                        
                  Watch your toes!                                         

      In the chaos, we find Agathe, moving quietly through the
      villagers and up the stairs. What is she up to?

      As villagers pour out the doors, Lumière and Cogsworth meet          
      at the base of the stairs.                                           

                            LUMIÈRE (CONT'D)                               
                  Bon voyage! Safe trip home!                              

                            COGSWORTH                                      
                  And stay out!                                            

127   EXT. CASTLE GROUNDS - NIGHT                                   127

      Belle rides Philippe towards the castle.     She kicks his           
      flanks and they double their speed.                                  

129   EXT. HIGHEST TURRET - CASTLE - NIGHT                          129

      Gaston steps slowly up onto the beast's turret. The beast            
      senses his presence, turns. They lock eyes. Gaston cocks             
      his pistol.                                                          

                            GASTON
                  Hello, beast. I am Gaston.    Belle sent
                  me.

130   INT. TURRET STAIRCASE - CASTLE - NIGHT                        130

      Belle races up the stairs to the turret.

131   EXT. HIGHEST TURRET - CASTLE - NIGHT                          131

      With no hope left, the beast turns away from Gaston, whose           
      finger tightens on the trigger.                                      

                            GASTON                                         
                  Were you in love with her? Did you                       
                  honestly think she'd want you?                           

      He fires.   The beast drops over the edge.

      On the turret below, his claws make contact with the slanted
      rooftop and break his fall. He hugs the rooftop, heaving.

      Gaston looks down over the edge of the turret. He pulls his          
      crossbow and reaches back over his shoulder to draw an arrow         
      from his quiver -- but there's nothing there.                        

      Gaston spins to see Belle, and his arrows gripped in her             
      hands.                                                               

                            GASTON (CONT'D)                                
                  Belle?                                                   
                                                                92.


                          BELLE                                          
                Where is he?!                                            

      With that, Belle snaps Gaston's arrows over her knee, and          
      tosses them away. Gaston grabs her arm.                            

                          GASTON
                When we return to the village, you will
                marry me, and the beast's head will hang
                on our wall!

                          BELLE
                NEVER.

      She pulls away -- and uses this pivot to grab the barrel of
      Gaston's pistol. They struggle.                                    

      With Gaston on the back foot for a split second, Belle yanks the
                                                                      
      pistol hard. Gaston, not letting go, swings with it, and
      seeking balance on a loose stone, he drops off the side of the
      turret!

      Gaston's reflexes are quick. He lets go of the pistol, grabbing
                                                                     
      a gargoyle and swinging himself down through a window of the
      turret. He lands on the spiral staircase.

      Gaston's pistol, in the meantime, clatters down, coming to rest  
      on the landing of a stone footbridge below.

132   EXT. CASTLE - VARIOUS TURRETS - NIGHT                       132

      Wounded, the beast climbs around the lower turret. All around  
      him, turrets quaver and crack. The castle is imploding.        

                          GASTON (O.S.)                                  
                I'm coming for you, beast!                               

      Gaston continues down until he reaches the bottom of the           
      spiral staircase. He drops to a window box below, and jumps        
      sideways onto another.                                             

      The beast makes a second leap, onto another parapet.   Tiles       
      slide away beneath him as he scrambles to hang on.                 

      Belle reaches the landing at the bottom of the spiral staircase,
      and leaps down onto another adjacent landing. She looks out,
      trying to see the beast through the turrets.

      The beast swings around a third parapet and leaps onto another.
      He's now as far as he can get from Gaston.

      Finally, Belle reaches a point where she can see the beast on
      the faraway turret. She screams out as his grip slips.             

                          BELLE                                          
                NO!                                                      

      The beast's head turns.
                                                         93.


                       THE BEAST
          Belle?

And he spots her.                                                  

                    THE BEAST (CONT'D)                             
              (roars)                                              
          BELLE! You came back!                                    

                    BELLE                                          
          I tried to stop them!                                    

                    THE BEAST                                      
          Stay there! I'm coming!                                  

Gaston drops onto the walkway lined with gargoyles, landing        
directly between the beast and Belle. He sneers -- the upper       
hand is still his. His eyes search for a weapon... he grabs        
a stone spire, and breaks it off.

With superhuman agility, the beast makes a giant leap from the
far parapet back toward the central turrets. Back toward Belle. 

Belle descends the stairs, finally reaching the beast's lair.

The beast lands on the gargoyle walk and Gaston jumps out,
bringing his club cracking down on the beast's back. The
beast roars in pain. But he pushes past Gaston.

With Gaston landing blow after blow on the beast's back, the
beast staggers down a set of stairs onto the landing of a stone
footbridge (where Gaston's pistol came to rest earlier).

                       BELLE                                       
          Stop!     Gaston, no!                                    

Belle watches the beast lumbering across the footbridge -- which
crumbles under each mighty footfall.

The beast reaches the cupola on the far side, directly
parallel to the lair. One giant leap stands between him and        
Belle...

Gaston lifts the club to deliver the death blow -- when the
beast snatches it. He yanks the club away and hurls it
against a far wall.                                                

With a snarl, the beast's paw is around Gaston's throat. He
lifts Gaston and swings him out over the edge of the landing.

                     GASTON
                 (snivelling)
          No. Don't let me go. Please. Don't
          hurt me, beast. I'll do anything.

TIGHT ON THE BEAST -- his features twisted with rage and hate --
but he controls himself -- and his anger fades.
                                                               94.


                          THE BEAST
                I AM NOT A BEAST.

      He sets Gaston down.

                           THE BEAST (CONT'D)
                Go.   Get out.

      Gaston scrambles to his feet, and the beast lunges, chasing
      him away down the outer staircase of the cupola.                  

133   EXT. BALCONY - CASTLE - NIGHT                             133

      Belle gazes proudly into the beast's eyes, across the final
      chasm that separates them.

134   EXT. CASTLE - CUPOLA - NIGHT                              134

      The beast has just enough distance for a head start to leap       
      across to the lair balcony.

                           BELLE
                No!   It's too far!

      But the beast has already gotten down on all fours. His hind
      claws dig into the stone. And then he's off, gaining speed as
      he runs on all legs. Belle gasps -- and the beast leaps.

      He's airborne, flying over the chasm -- and he just makes it to
      the balcony -- landing on all fours! He rises, and smiles.       

      BOOM! The beast roars in agony. Past him, across the chasm,
      Belle spots Gaston on the crumbling walkway, pistol back in
      hand. He grins as he reloads for the kill shot -- and as Belle
      watches, helpless, he takes aim again -- and fires.

      The beast drops -- just as the walkway beneath Gaston             
      collapses. In an instant, there's nothing beneath his feet,       
      and he disappears, screaming, in a cascade of stones.

      Belle cradles the beast's head. Anguished. He lies there,
      breathing heavily. Softly, the beast rests his paw on Belle's
      hand. Fading, his eyes look at her with perfect love.          

                          THE BEAST
                You came back.

                          BELLE
                Of course I came back.   I'll never
                leave you again.

                          THE BEAST
                I'm afraid it's my turn to leave.

                          BELLE
                We're together now.   It's going to be                  
                fine. You'll see.
                                                                  95.


                          THE BEAST
                At least I got to see you one last time.

      The paw drops as the beast dies in her arms.

                          BELLE
                No... please, no...

135   EXT. TERRACE - CASTLE - NIGHT                               135

      As villagers stagger away in defeat, Lumière turns to Plumette,  
      takes her in his arms, about to give her a V-Day kiss.

                          LUMIÈRE                                        
                We did it, Plumette.   Victory is ours.

      Plumette is silent in Lumière's embrace.

                          LUMIÈRE (CONT'D)                               
                Plumette...? Oh! My dear Plumette...                     

      Cogsworth helps Lumière lower Plumette to the ground. Opposite  
      them, Garderobe stands beside Cadenza, reunited at last.        

                          GARDEROBE                                      
                Oh, maestro! You were so brave!                          
                Goodbye, my love...                                      

      Her arms retract -- as the footlights inside her dim and die.      

                           CADENZA                                       
                Darling!   No, don't leave me!                           

      Cadenza sobs. We move along the few keys he has left until they 
      freeze into silence. We TILT UP to the music stand. No hint of  
      a face. Froufrou emerges from the foyer, pawing at his master  
      and mistress, then goes still. Nothing more than a piano stool  
      now.                                                            

      Mrs. Potts frantically approaches Cogsworth and Lumière.

                         MRS. POTTS
                CHIP! CHIP! Have you seen Chip!? He
                ran off! Oh, where is my little boy --

      Lumière and Cogsworth watch in horror as Mrs. Potts' face          
      disappears into the painted ornamentation of the tea pot.          

                           CHIP                                          
                Mama!                                                    

      Lumière turns to Cogsworth, panicked that Chip might see           
      what's happened.                                                   

                           COGSWORTH                                     
                Oh no.                                                   
                                                                  96.


      Just as he leaps up, his features fade away and gravity takes       
      over. The saucer plummets, shattering. But Chapeau catches          
      Chip in mid-air -- and lovingly places him, inanimate, onto         
      the trolley cart beside Mrs. Potts.                                 

      Chapeau straightens himself nobly, and becomes a coat rack.         
      All around Cogsworth and Lumière, the staff goes still.             

                             COGSWORTH (CONT'D)
                   Lumière... I... TICK... can't...
                   CHIME... speak...

                             LUMIÈRE
                   It's all right, Cogsworth.                             

                             COGSWORTH
                   I... can't... TICK... Lumière, my
                   friend... TOCK... it was an honor to
                   serve with you.

      The only sound Cogsworth makes is `tick tock, tick tock.'
      Lumière is alone. Surrounded by objects.

                             LUMIÈRE
                   The honor was mine.                                    

      Lumière does a final twirl and stiffens.      He is a candlestick.  

136   INT. BEAST'S LAIR - WEST WING - CASTLE - NIGHT               136

      ANGLE ON THE BELL JAR. The final rose petal drops -- just as        
      a HOODED FIGURE appears. We move up to reveal: AGATHE.              

                             BELLE
                       (to the beast)                                     
                   Please, don't leave me.    Come back.

      TIGHT ON BELLE -- her lips touch the beast's forehead in a          
      kiss.

                             BELLE (CONT'D)
                   I love you.

      Hearing these words, Agathe smiles benevolently and places          
      her hand on the bell jar -- which explodes and releases a           
      wave of rose petals, whirling into the air.                         

      A golden light begins to emanate from Agathe. It encircles          
      the beast and he too begins to rise. Belle gets to her feet,        
      watching as the beast is lifted and enveloped by the swirling       
      aurora, and then buffeted gently back down to reveal --             

      THE PRINCE                                                          

      He lands on his feet and looks down at his hands, his arms,         
      his chest. He turns -- and sees Belle.                              
                                                                 97.


                           PRINCE                                          
                Belle...                                                   

      Slowly he steps toward her, and she to him.                          

      In silent disbelief, Belle runs her fingers through his hair.        
      She looks into the Prince's blue eyes. It is him. Tears of           
      grief turn to tears of joy as they lean in for their first           
      kiss.                                                                

137   EXT. CASTLE - DAWN                                            137    

      Magic explodes outwards. And with it, the dawn breaks. The     
      castle transforms like someone is giving it a wash of gold. The
      magic spreads across the balcony as the sun rises on the
      terrace, traveling down the castle facade -- creepy stone
      gargoyles turn into noble statuary --

138   EXT. TERRACE - CASTLE - DAWN                                  138

      As the light passes over, an upside-down FROUFROU transforms    
      back into a tiny BICHON FRISE basking in the sun. He leaps up  
      and chases his tail (still a tassle), then trots over to CHAPEAU
                                                                      
      and relieves himself on his leg -- which changes into a human  
      foot.                                                           

      Chapeau transforms back into a VALET and shoos the dog   away        
      with his walking stick. As the dog weaves through his    legs,       
      the valet loses his balance and bumps into the trolley   cart        
      holding Mrs. Potts and Chip. It starts to roll toward    the         
      stairs.                                                              

      The valet backs into Garderobe, who waddles in and out of            
      sunlight, changing from wardrobe to human to wardrobe again.         
      Cadenza's face comes alive as he sees the wardrobe falling           
      onto him. As it crashes, the wardrobe's doors fly open,              
      sending out a flurry of garments. We follow them back to the         
      ground, where the human DIVA now lies on top of the human            
      MAESTRO.                                                             

                          MAESTRO                                          
                Oh, Madame.                                                

                          DIVA                                             
                Oh, Maestro.                                               

      The maestro smiles his now-toothless grin.    She tearfully          
      embraces him -- as their dog joins in.                               

      The trolley rolls past, taking us to Cogsworth, whose back is        
      bathed in sunlight. We move around to reveal the pudgy               
      MAJORDOMO, human except for his moustache, which still               
      resembles the hands of a clock. He peers through his                 
      monocle, sees --                                                     

      The French FOOTMAN (formerly Lumière) come into view.                
                                                                 98.


                             COGSWORTH                                  
                Lumière!                                                

                          LUMIÈRE                                       
                Cogsworth, we beat the clock!                           

                             COGSWORTH                                  
                Mon ami.                                                

      They greet each other as a feather floats by, brushing the        
      footman's nose. They look over to see --                          

      A pile of feathers... from which the footman pulls the            
      sexiest French MAID in history, her feathers blossoming into      
      a dress around her.                                               

                          LUMIÈRE                                       
                Plumette... mon amour...                                

      And then, the greatest kiss ever. Their passion ignites a         
      tiny flame on the footman's head, which the maid pats out.        
      They turn as they hear --                                         

      The trolley SQUEAKING as it nears the steps, about to crash       
      down. Mrs. Potts and Chip rattle on a tray, which suddenly        
      jerks to a stop on the precipice. The valet has hooked the        
      cart with his walking stick, but...                               

      Mrs. Potts and Chip slide down the incline... shoot off the       
      tray... and start to TRANSFORM IN MID-AIR! They sled to the       
      bottom of the steps and skid to a halt, fully human again.        
      CHIP hugs his MOTHER... he finally got her to skate!              

                          MRS. POTTS                                    
                Oh, Chip! What did I tell you? Look                     
                at you -- you're a little boy again!                    
                Oh you smell so good!                                   

      From the castle grounds, astonished villagers approach,           
      blinking, as the veil is lifted from their memory.                

                             JEAN
                Darling!?

                             MRS. POTTS
                Mr. Potts!                                              

                             JEAN
                Beatrice!     Chip!   I remember!   I do!               

      They embrace -- a family reunited.

139   OMITTED                                                    139
                                                                    99.


140   EXT. TERRACE - CASTLE - DAWN                                  140

      A wonderful emotion-filled reunion. STABLE BOYS, KITCHEN
      MAIDS, ARTISANS, GROUNDSKEEPERS, GUARDS, and SEAMSTRESSES are
      reunited in human form.

      Among the happy villagers, we find Cogsworth.

                              CLOTHILDE (O.S.)
                Henry?

      He spins to see Clothilde - his wife.       Gulp.

                              COGSWORTH
                Oh.   DEAR!                                                

      She hugs him.                                                        

                          CLOTHILDE                                        
                I've been so lonely.                                       

      He shuts his eyes tight and whispers to himself:                     

                          COGSWORTH                                        
                Turn back into a clock... turn back                        
                into a clock...                                            

      Lumière and Plumette embrace, then...                                

                          PLUMETTE
                Lumière, look!

                          LUMIÈRE                                          
                Oh, my Prince!                                             

      BELLE AND THE PRINCE emerge.        He rushes to Lumiere.            

                          THE PRINCE                                       
                Hello, old friend.                                         

      Lumiere is taken aback by the warm embrace of his master.            

                          LUMIÈRE                                          
                It's so good to see you!                                   

      Belle and the Prince are surrounded by the staff.       Plumette     
      curtsies to Belle --                                                 

                          PLUMETTE                                         
                You saved our lives, mademoiselle.                         

      -- As Chip runs up and hugs her tight.                               

                          CHIP                                             
                Belle, it's me!     It's Chip!                             

      "BEAUTY AND THE BEAST" starts to play.                               
                                                              100.


141   OMITTED                                                     141

142   INT. BALLROOM - CASTLE - DAY                                142

      The entire village celebrates as Cadenza -- smiling with           
      dentures -- plays the harpsichord with his beautiful wife
      Garderobe singing.

                           GARDEROBE
                 Tale as old as time
                 Tune as old as song
                 Bittersweet and strange
                 Finding you can change
                 Learning you were wrong

      We glide past various familiar faces: LeFou; Lumière waltzing      
      with Plumette; Cogsworth with Clothilde; Chip and his father,      
      Jean the Potter... and finally Mrs. Potts. She beams as she        
      watches Belle dance with the Prince, then crosses to               
      acknowledge Maurice, who sits at an easel, sketching the           
      celebration.                                                       

                           MRS. POTTS
                 Winter turns to spring
                 Famine turns to feast
                 Nature points the way
                 Nothing left to say
                 Beauty and the Beast

      Belle runs her hand down the Prince's smooth cheek.                

                           BELLE                                         
                 How would you feel about growing a                      
                 beard?                                                  

      He growls playfully. As they laugh, we PULL OUT to reveal          
      the ballroom in all its restored splendor.                         

                           ALL (V.O.)
                 Certain as the sun
                 Rising in the East
                 Tale as old as time
                 Song as old as rhyme
                 Beauty and the Beast

                                                        CUT TO:

      BLACK.

143   OMITTED.                                                    143
 

Beauty and the Beast



Writers :   Stephen Chbosky  Evan Spiliotopoulos
Genres :   Family  Fantasy  Musical


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