The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
Seinfeld
South Park
Stargate SG-1
Lost
The 4400

International
French scripts

Movie Software
DVD ripper software offer
Rip from DVD
Rip Blu-Ray

Latest Comments
Star Wars: Revenge of the Sith10/10
Star Wars: The Force Awakens10/10
Batman Begins9/10
Collateral10/10
Jackie Brown8/10

Movie Chat



ALL SCRIPTS





                   WAR FOR THE PLANET OF THE APES




                            Written by

                    Mark Bomback & Matt Reeves



    Based on Characters Created by Rick Jaffa & Amanda Silver




                                                             FINAL SHOOTING SCRIPT
                                                                 NOVEMBER 30, 2015


   BLACK SCREEN

   PRIMITIVE WAR DRUMS POUND OMINOUSLY... as a LEGEND BEGINS:

   Fifteen years ago, a scientific experiment gone wrong gave RISE to a species of
   intelligent apes... and destroyed most of humanity with a virus that became known as the
   Simian Flu.

   The word "RISE" lingers, moving toward us as it FADES...

   With the DAWN of a new ape civilization led by Caesar, the surviving humans struggled to
   coexist... but fighting finally broke out when a rebel ape, Koba, led a vengeful attack
   against the humans.

   The word "DAWN" lingers, moving toward us as it FADES...

   The humans sent a distress call to a military base in the North where all that remained of
   the U.S. Army was gathered. A ruthless Special Forces Colonel and his hardened
   battalion were dispatched to exterminate the apes. Evading capture for the last two
   years, Caesar is now rumored to be marshaling the fight from a hidden command base in
   the woods... as the WAR rages on...

   The word "WAR" lingers, moving toward us... TURNING RED as
   the REST OF THE TITLE FADES UP and the DRUMS ABRUPTLY STOP:

                       WAR FOR THE PLANET OF THE APES

   We HEAR sounds of nature. Then the quiet SNAPPING OF TWIGS.
   BOOTS CRUNCHING stealthily through grass. HUSHED BREATHING.

                                                                         HARD CUT TO:

   TIGHT CREEPING STEADICAM BEHIND THE HELMETS OF HUMAN SOLDIERS

   Scrawled on the helmet closest to us are the words "MONKEY
   KILLER." Others pass through frame: "BEDTIME FOR BONZO,"
   "ENDANGERED SPECIES"... The SOLDIERS climb slowly up --

   A STEEP, DENSELY WOODED HILL

   The troops wear threadbare camo fatigues, dark camo paint on
   their faces; each bears the hand-drawn insignia "A" on their
   bodies: some on their uniforms, some tattooed on their arms.
   Many carry GUNS, others MILITARY-GRADE CROSSBOWS.

   One of the men comes to a halt, quickly WHISPERS:

                         SOLDIER
               Captain...!



                                                                           (CONTINUED)
                                                             2.
CONTINUED:

The CAPTAIN holds up a hand, signalling the unit to stop. He
joins the Soldier, who points up ahead. The Captain peers
THROUGH HIS GUN SITE to see --

THREE APES AND THEIR HORSES

up on a ridge 100 yards away. Two of the APES stand guard
furtively, one clutching a spear, the other an automatic
rifle -- while the third waters the horses at a stream.

The Captain lines up his cross-hairs... when ANOTHER SOLDIER
creeps right up behind him, reaching for him... but as the
hand lifts into frame, we see -- it's an APE HAND...

The ape hand GRABS the Captain's shoulder; startled, he
quickly turns -- and the ape soldier (RED) POINTS up to --

THE CANOPY OF TREES OVERHEAD -- where another HELMETED APE
crouches, hidden, looking down at them -- the ape in the tree
POINTS toward the ridge... The Captain follows the gesture to
a LONG, LOW TRENCH WALL of logs and stones, disguised behind
leaves and branches.

Captain turns back to Red, nods; WHISPERS INTO HIS HEADSET:

                       CAPTAIN
             Echo two-six to command. Colonel, we
             have eyes on three Kong in the north
             woods. A couple of our donkeys think
             there are others here too... Maybe this
             is it, maybe the base is near.
                 (listens carefully)
             Yes sir... Yes sir, copy. Over.

He clicks off, quickly waves up more soldiers from the rear.
They begin pulling weapons and ammo from heavy rucksacks that
Red and TWO OTHER APE SOLDIERS carry on their backs. The
apes seem subservient, treated as no more than pack-mules.

                        CAPTAIN (CONT'D)
             You!   Over here!

An ape scurries over; the Captain pulls out a grenade
launcher -- turns to the men:

                       CAPTAIN (CONT'D)
             Preacher...

PREACHER, a fresh-faced grunt still in his teens, crawls up
nervously with his CROSSBOW; the Captain points at the three
apes up on the ridge:




                                                       (CONTINUED)
                                                            3.
CONTINUED: (2)

                    CAPTAIN (CONT'D)
          The one with the gun...

Preacher NODS as the Captain readies his own weapon, lining
up on the partially-hidden trench wall. Beside them,
soldiers are sliding BAYONET BLADES onto their rifles...

All eyes on the Captain as he counts down silently with his
fingers. "3... 2... 1" --

-- and Preacher fires an arrow into the ape with the gun!

The other two apes are just starting to react -- when the
Captain sends two grenades screaming across the woods...
BLASTING OPEN the trench wall --

-- and suddenly SCORES OF STUNNED APES begin chaotically
FALLING out from the trench behind it! They TUMBLE off-
balance, dropping weapons (guns, spears, bows & arrows) as --

THE HUMANS OPEN FIRE, picking them off in a hail of bullets,
arrows, and grenades. The two apes by the stream jump on
their horses, starting to flee, when a SNIPER takes one out!
But the APE WITH THE SPEAR manages to escape, SCREECHING in
warning as he disappears into the distance.

The Captain turns to Preacher and the other men, waving them
on -- we can't even hear his voice over the DIN OF BATTLE:

                    CAPTAIN (CONT'D)
          (COME ON!!)

The humans charge up the hill, continuing their assault --

                                                      CUT TO:

THE APE WITH SPEAR ON HORSEBACK RACING THROUGH THE WOODS

Hooves pounding dirt! SPEAR drives his horse faster and
faster. He CRIES OUT again in warning, his screech echoing
through the trees --

                                                     BACK TO:

THE BATTLE ON THE HILL

The apes desperately return fire as they begin retreat, more
and more apes cut down by the relentless human onslaught --

                                                      CUT TO:
                                                         4.


SPEAR ON HIS HORSE

still SCREECHING as he tears through the woods -- when
suddenly he hears a rising CHORUS OF SCREECHING in response.
He pulls his horse to an abrupt stop, seeing...

A BATTALION OF APES ON HORSEBACK appearing through the trees.

With a final WAR CRY Spear spins his horse, the apes flooding
at him, as he leads the charge back toward the battle --

                                                      CUT TO:

THE BATTLE ON THE HILL

Preacher (the fresh-faced grunt) frantically fires more shots
from his crossbow -- when he sees his hip-quiver is out of
arrows, shouts to Red over the noise:

                       PREACHER
             Reload!

Red quadrupeds over, and Preacher starts fishing out another
fully-loaded quiver from his rucksack...

SLOW ZOOM IN ON RED as he coldly watches the ape massacre.

Preacher finishes strapping on the quiver, about to re-enter
the fray -- when he -- and Red -- both look up to see --

A TRIO OF SPIRALLING SMOKE TRAILS HISSING BALLETICALLY
through the air from high above! The trails smack the ground
and start to tumble, spewing THICK SMOKE everywhere!

Alarmed, Preacher peers up at the SOUND OF HORSES; we see --

THE APE CAVALRY ARRIVING ON THE TOPMOST RIDGE

The riders swing primitive SMOKE BOMBS in the air, launching
them from their slings -- and a second wave of smoke trails
hits the ground --

On his horse, SPEAR SCREECHES to the tide of retreating apes
around him -- he RAISES HIS WEAPON, rallying them to stop and
join him in a counter-assault --

DOWN BELOW

Preacher and the other human soldiers are caught in a DENSE
SEA OF SMOKE, gasping, scrambling blindly, unable to see more
than a foot in front of their faces -- when TORRENTS OF
WHIZZING SPEARS AND ARROWS start to rain down from above!



                                                  (CONTINUED)
                                                            5.
CONTINUED:

Preacher recoils in horror as SMOKE-SHROUDED SILHOUETTES of
soldiers drop around him, their SCREAMS coming from all sides
amidst the WHOOSH, WHOOSH, WHOOSH of spears and arrows --
it's like a hallucinatory nightmare... A disembodied scream
comes from somewhere in the fog --

                          AGONIZED VOICE
             RETREAT!!!

Preacher dives to his stomach, clawing for cover -- he
TUMBLES violently down into A DITCH.

He tries to catch his breath -- turns to find himself face to
face with the bodies of fallen soldiers. One is the Captain.
The ROAR OF APPROACHING APES grows louder and louder...

Panicked, Preacher clambers over the corpses, pulls the
Captain's headset off, clicks it on with trembling hands:

                       PREACHER
             Colonel - Colonel, do you copy?!

An excruciating beat... then a crackle of static... finally a
VOICE -- something almost chilling about how calm it is:

                       THE COLONEL (V.O.)
             Who is this?

                       PREACHER
             Preacher -- it's Preacher, sir -- !

                       THE COLONEL (V.O.)
             Where are you, soldier? I need your
             position.

                       PREACHER
             I don't know -- !

                       THE COLONEL (V.O.)
                 (unfazed)
             What do you see?

                       PREACHER
             I can't see anything! We lost a lot of
             men, sir -- the captain is dead!

                       THE COLONEL (V.O.)
             You're in command now.

                       PREACHER
             Command, sir? I think it's just me by
             myself now!



                                                      (CONTINUED)
                                                            6.
CONTINUED: (2)

                    THE COLONEL (V.O.)
          By yourself?

The apes noises are terrifyingly close now --

                    PREACHER
          Sir, I don't think I'm gonna make it...!
          I'm sorry -- I'm so sorry!

                    THE COLONEL (V.O.)
              (silence, solemnly)
          I understand, soldier. Just kill as many
          as you can.

And before Preacher can reply, he peers up to see APE
WARRIORS converging around the edge of the ditch, glaring
down at him. Preacher freezes, braced for death, and we --

                                                        CUT TO:

A TRACKING POV SHOT - MOMENTS LATER

The battle's grim aftermath, an almost surreal vision of the
ravages of war. Apes scavenge for weapons, stripping GUNS
AND AMMUNITION off the bodies of fallen human soldiers... WE
CONTINUE MOVING TOWARD A TRENCH, where APE BODIES are being
lifted out and SCORES OF WOUNDED attended to... as we get
closer, apes in the recess below look slowly up at us with
reverence... We move DOWN INTO THE TRENCH, more and more apes
reacting, nudging each other, alerting everyone to our
arrival, even the injured raise their heads...

REVEAL CAESAR

as he strides through the trench; the POV was his. He looks
older now, but even more imposing. His hardened expression
reveals nothing... but in his eyes we see deep pain, as he
takes in the terrible loss and suffering...

He's trailed by TWO GORILLAS, flanking him on either side:
his grizzled lieutenant LUCA and a younger, smaller ALBINO
(WINTER), who looks overwhelmed by the carnage around them...

The three of them finally arrive at an area UNDER earth
cover, where they find A GROUP OF HUMAN SOLDIERS on their
knees, helmets lowered, hands bound behind their backs.
Spear and other ape warriors stand guard. Seeing Caesar,
Spear supplicates deferentially.

Caesar turns to the prisoners as they lift their frightened
eyes to his. We see Preacher among them.




                                                     (CONTINUED)
                                                           7.
CONTINUED:

But one soldier's helmet is still lowered. Spear reaches
down and yanks the helmet off -- revealing Red. Red
defiantly avoids Caesar's gaze.

Spear tosses the helmet to Caesar. Caesar examines it, sees
the hand-drawn "A." He looks at the other soldiers, notices
the same symbol crudely tattooed on one of the soldiers'
arms, sees it scrawled on some of the uniforms. His eyes
find it again on the front of Preacher's helmet.

                       PREACHER
                 (nervous, quiet)
             ...it's... Alpha Omega.

Caesar just stares; then LANG, a lean female soldier, "A"
tattooed on her neck, speaks, quiet defiance under her fear:

                       LANG
             Means we're the beginning and end.
             Humanity's survival depends on us.

Just then, the apes around Caesar turn, reacting to the
arrival of --

MAURICE, the orangutan. Like Caesar, he's older; there's a
weariness in his eyes that suggests the war has taken a toll
on his gentle spirit. Caesar turns to his old friend.

                       MAURICE
                 (signs gravely)
             [Twenty-two dead. Many more injured.]

Caesar glowers at the soldiers. We see Preacher still
staring up at him... finally getting up the courage to utter:

                       PREACHER
             You're him... You're Caesar.

Caesar's eyes go to Preacher, caught off guard.

                       PREACHER (CONT'D)
             We've been looking for you for so long.
             We heard you had a hidden command base,
             but we could never find it. Some of us
             were starting to think you might be dead.
             But Colonel McCullough said no, you were
             out here somewhere...

Caesar doesn't respond, just keeps glaring at the soldiers.
Another soldier (TRAVIS) speaks up -- nerves frayed:

                       TRAVIS
             Just kill us already...


                                                     (CONTINUED)
                                                           8.
CONTINUED: (2)

                    LANG
          Shut up, man --

                    TRAVIS
          What? They're animals, he's gonna
          slaughter us --

Caesar slowly steps toward him... Travis falls silent.

And at last CAESAR SPEAKS, a dark edge in his voice:

                    CAESAR
          I... did not start this war.

The humans all hold their breath, gaping up at him.

                    CAESAR (CONT'D)
          The ape who did... is dead. His name was
          Koba. I killed him.
              (then, harder)
          I only fight now... to protect apes.

                    TRAVIS
              (steeling himself)
          Yeah? What about him?
              (glances at Red)
          And we got ten more just like him.

                    CAESAR
          I know these apes. They followed Koba...
              (looks Red dead in the eye)
          They tried to kill me. They fear what I
          will do to them. They believe I cannot
          forgive. So now they serve you... just
          to survive.

Red glares up at Caesar -- and for the first time he
unexpectedly SPEAKS in PRIMITIVE, BASTARDIZED LANGUAGE:

                    RED
          I no fear you! You must fear! How long
          you think woods can protect you? Humans
          destroy you. Their Kerna has all power.
          Humans follow all he say. To them, he
          more than just human. He everything.

He looks over the apes, who seem chilled... his eyes boring
into Winter's; the young gorilla is unnerved --

                    RED (CONT'D)
          He say: first Caesar die... then you all
          die.



                                                     (CONTINUED)
                                                           9.
CONTINUED: (3)

Spear ERUPTS, hurling Red to the ground -- when Caesar puts a
hand up. Spear restrains himself, eyes still blazing.
Caesar looks to Luca, then signs:

                    CAESAR
          [Get him out of here.]

Luca turns to Winter. Winter gathers himself, then drags a
resisting Red away. The humans watch, fearful... then turn
to Caesar, awaiting their fate... Luca signs, ominously:

                    LUCA
          [What should we do with them?]

                                                         CUT TO:

BOUND HUMAN WRISTS, AS APE HANDS CINCH A KNOT TIGHT --

REVEAL PREACHER, LANG, TRAVIS, AND THE OTHER TWO SOLDIERS on
a pair of horses, their hands now TIED to the reins. Apes on
the ground surround them. Preacher looks at Caesar.

                    PREACHER
          You're letting us live...?

                    CAESAR
          Tell your Colonel... you have seen me
          now. And I have a message for him: this
          fighting can stop. Leave us the woods.
          And no more humans will die.

The soldiers look at him, fear and defiance in their eyes.
Caesar nods to Luca -- who SWATS the horses' hindquarters,
sending them on their way. The stunned humans peer back at
the apes as the horses carry them off.

TIGHT ON CAESAR AND LUCA as Maurice steps up beside them, and
they WATCH THE HUMANS GO. Finally, Maurice turns to Caesar:

                    MAURICE
          [Do you really think they'll give him the
          message?]

                     CAESAR
          They are the message. I showed them
          mercy. He will see we are not savages.
              (then)
          Let's hope this works. They are getting
          closer...

Just then SHRIEKING is heard -- they turn to see --




                                                    (CONTINUED)
                                                            10.
CONTINUED:

A COMMOTION among the apes by the trenches below. Apes start
to swarm up toward them. As they near, a distraught Winter
is revealed in their midst, clutching his head, BLEEDING --

Alarmed, Luca moves for him -- Caesar watches, concerned, as
Winter lifts his head, signs to Luca, humiliated and upset:

                       WINTER
             [Red attacked me!   He got away!]

Winter turns to Caesar, too ashamed to hold his gaze.

                       WINTER (CONT'D)
             [I'm sorry...]

Caesar says nothing, taking in the troubling news; we CUT TO:

EXT. WOODS - EPIC WIDE SHOT - LATE AFTERNOON

The procession of ape warriors heads through the woods, led
by Caesar on horseback. The able march with the injured,
helping them keep up; the dead are carried on the backs of
horses. A LOW ROAR builds as we CUT TO --

AN IMPOSING WATERFALL

RUSHING down sheer rock-face in an area nestled deep in the
woods. The apes have stopped to gather along the river at
the base of the falls. Shrouded ape bodies are released into
the river. Caesar and Maurice sit side by side, apart from
the others -- Caesar, troubled:

                       CAESAR
             Why didn't I see, Maurice?

Maurice turns to Caesar.

                       MAURICE
             [See what?]

                       CAESAR
             That Koba could not forgive what humans
             did to him when he was their prisoner.
             That he would seek revenge. I should
             have known.

                       MAURICE
             [No one could have known how much
             darkness was living inside of him.]

A SUDDEN HIGH-PITCHED ALERT rings out, almost like a bugle.
They quickly look up to --



                                                       (CONTINUED)
                                                         11.
CONTINUED:

THE TREELINE ABOVE

where we discover they are far from alone, the trees coming
to life as APES EMERGE EVERYWHERE! Hundreds concealed in
CAMOUFLAGED GUARD STRUCTURES in trees and all around the
falls. A LONE APE blows into a RAM'S HORN, as others
communicate to the apes below that someone is coming...!

The apes on the ground seize their weapons, standing at the
ready, tension building to a fever-pitch when --

A SMALL GROUP OF HORSES appears through the trees...

Caesar's intense expression suddenly changes, swelling with
emotion as he sees --

BLUE EYES, ROCKET, and TWO OTHER APES arriving. They look
weary, caked with dust, their horses laden with enough gear
to suggest they've been on a long journey.

As they dismount, Caesar and a group of others move quickly
to greet them. Caesar stands before Blue Eyes, the two of
them just looking at each other, overcome. Everyone watches,
giving them their space, when finally Blue Eyes signs:

                       BLUE EYES
             [Hello, Father...]

A huge smile spreads across Caesar's face and he embraces his
son. The crowd celebrates, rushing in to join the reunion.
Caesar turns to Rocket, the two happy to see each other --

                       CAESAR
             Welcome home, Rocket.
                 (grins at Rocket)
             You look tired.

                       ROCKET
             [It was a long journey --]

                       BLUE EYES
                 (cuts in, excited)
             [Father, we found something!]

Caesar looks at him, immediately hopeful.

                       CAESAR
             Come inside!

They all start toward the waterfall -- as we CUT TO --
                                                           12.


THE BACK SIDE OF THE WATERFALL

DAYLIGHT plays through the ENORMOUS WALL OF RUSHING WATER, as
the SILHOUETTES of Caesar and the apes appear in front of it,
entering around the edge of the falls. They continue into
the cavernous recess as we CUT TO REVEAL we are inside --

A HIDDEN FORTRESS

Like a primitive castle built into the caves, completely
concealed behind the waterfall and surrounding rocks. A
FLOOD OF CHILDREN converge around them as their MOTHERS run
after them, trying to maintain a little order.

Blue Eyes looks through the crowd, spots CORNELIA rushing
toward him, beaming -- he beams back --

                    BLUE EYES
          [Mother...!]

-- she pulls him into an emotional hug. They both look down,
noticing a TODDLER (CORNELIUS) hiding shyly behind her legs.

                    CORNELIA
          [Cornelius, don't you recognize your
          brother?]

Blue Eyes crouches down, strokes his head.   Cornelia grins:

                    CORNELIA (CONT'D)
          [Someone else missed you too...]

Blue Eyes turns, rising to see -- A YOUNG, FEMALE APE around
Blue Eyes' age (LAKE) standing right behind him. Blue Eyes
is struck at the very sight of her. She smiles uncertainly
as he takes her hands, and they tenderly press their
foreheads together.

INT. HIDDEN FORTRESS - COUNCIL ROOM - SHORT TIME LATER

CAESAR'S SYMBOL carved into the stone floor; around the
symbol sit Caesar and Cornelia, Blue Eyes, Lake, Rocket,
Maurice, Luca, Winter and other COUNCIL MEMBERS.

A MAP is laid out on the floor; Cornelius presses his face
close, watching Blue Eyes' finger as it points to one spot in
particular:

                    BLUE EYES
              (passionately, to Caesar)
          [This is it, Father. We can start over.
          A new home.]



                                                    (CONTINUED)
                                                                13.
CONTINUED:

Cornelia scoops Cornelius into her lap, gently pulling him
away from the map -- she looks at Blue Eyes, intrigued,
points:

                       CORNELIA
             [What is beyond those mountains, son?]

Blue Eyes picks up a pouch beside him and digs his hand in,
removing a fistful of SAND; he spills it out dramatically --

                       BLUE EYES
             [A desert, Rocket and I had to cross it
             too. The journey is long, but that is
             why humans will not find us.]

Cornelia smiles, nodding -- she and Caesar exchange a proud
look -- when Winter cuts in anxiously:

                       WINTER
             [We must leave tonight!]

                         LAKE
             [Tonight?    That's impossible!]

                       WINTER
             [How much longer can we wait?      Soldiers
             are getting closer!]

                       BLUE EYES
                 (touching Winter's arm)
             [Winter...]

Winter shrugs him off -- Luca and the others all erupt
angrily at Winter -- Caesar stands imposingly. Winter
immediately lowers his head, afraid; then, to Caesar:

                       WINTER
             [Your son's been gone, he doesn't know
             how hard it's been!]

                       BLUE EYES
             [I know you are scared, we all are, but
             we are still planning...]

                       CAESAR
             Yes... We must still find a way to get
             out of the woods safely.

Everyone looks at Caesar as he sits.

                       CAESAR (CONT'D)
             There were two of you. But we are many.



                                                           (CONTINUED)
                                                          14.
CONTINUED: (2)

                    MAURICE
              (concurring)
          [The woods are filled with soldiers.]

Everyone falls silent.   Blue Eyes meets Caesar's gaze:

                    BLUE EYES
          Father... We must try.

Caesar looks at his son, emotional:

                    CAESAR
          I know, son.
              (he turns to the others)
          More apes die everyday. And we cannot
          hide here much longer.

Caesar looks back down at the map, deep in thought; then
feels the anxious stares of the apes around him. He looks at
them, trying to reassure, though he is still uncertain
himself:

                    CAESAR (CONT'D)
          We will find a way out...

He raises his fists and brings them together, solemn:

                    CAESAR (CONT'D)
          Apes together strong.

They return the gesture, nodding faithfully at their leader.

INT. HIDDEN FORTRESS - CAESAR'S DWELLING - NIGHT

A small cave in the upper levels of the fortress, enclosed on
one side by the ROARING FALLS. Caesar sits up, awake, as his
family sleeps around him. Troubled, he studies Blue Eyes'
map in his lap -- when suddenly he feels something...

Caesar looks down to see Cornelius instinctively hugging his
leg as he rests, nuzzled beside his mother. Caesar gazes
down protectively at his little one, strokes his head, then
turns to look back at the map -- when he notices Blue Eyes
staring up at him through heavy lidded eyes.

                    BLUE EYES
          [Can't sleep?]

Caesar shakes his head, his worried gaze returning to the
map. Finally, Blue Eyes reaches out and touches his father's
arm; Caesar turns.




                                                   (CONTINUED)
                                                          15.
CONTINUED:

                       BLUE EYES (CONT'D)
             [Trust me, father. This is a risk worth
             taking.]

Moved, Caesar nods; he reaches out and gratefully caresses
his son's face, then SIGNS, smiling:

                        CAESAR
             [I am so proud of you.]
                 (then)
             [I love you, son.]

-- when suddenly a SHIMMERING GREEN LIGHT washes briefly over
both their faces...

Startled, Caesar looks up at the falls to SEE --

-- THREE SHAPES distorted surreally in the water, each haloed
in green light as they descend rapidly from view.

Unnerved, Caesar sits up, unsure of what he's just seen.
Blue Eyes watches as his father approaches the falls warily,
moving in very close... when Caesar sees a STRANGE THIN LINE,
whipping about in the current...?

He reaches toward THE LINE, mystified -- then plunges his arm
deep in the water, grasping for it --

-- he pulls the line toward him... revealing a taut section
of RED NYLON CLIMBING ROPE, straining against the current...

Alarmed, Caesar immediately turns back to Blue Eyes and
signs, urgent:

                       CAESAR (CONT'D)
             [Stay here. Protect your mother and
             brother.]

Blue Eyes nods with growing concern as Caesar heads out --

INT. DARK CATACOMB - NIGHT

We hear the INCESSANT, OMINOUS ROAR of the waterfall as THREE
FIGURES enter the rock corridor, shrouded in DARKNESS...

The sweeping, green beams of THREE RIFLE'S LASER SITES blink
on, one by one, as the figures sneak forward through mist.
At a fork in the catacombs, one silently signals for the
others to go one way; he goes the other...
                                                          16.


IN ANOTHER DARK CATACOMB

CAESAR creeps cautiously down the narrow, winding passage,
picking up speed... He hugs the wall, rounding a bend --

-- when he comes face-to-face with A HULKING FIGURE! Caesar
leaps back, startled -- then finds it's Luca. Standing guard
with a rifle, the gorilla looks surprised to see Caesar:

                      LUCA
            [Sorry, Caesar.]

                      CAESAR
            [How many others on patrol?]

                       LUCA
            [Five?   Six--?]

                         CAESAR
            [Get them!     Rocket too!]

                                                         CUT TO:

BLUE EYES

Crouched behind rocks in the family dwelling. He gestures
protectively to Cornelia and the toddler to stay behind him
as he anxiously stares at --

A GREEN LASER BEAM slowly approaching in the dark rock
corridor just outside their cave... a HUSHED VOICE:

                      FEMALE SOLDIER
            Lima-two to command. Colonel, intel's
            good. I'm in the target area. Are you
            close?

Blue Eyes tightens his grip on a SPEAR in his hand...    HOLD
on him, as he waits, coiled to pounce --

The green glow of the beam spills into the cave, sweeping its
interior, getting closer, closer -- when --

Blue Eyes SPRINGS FORWARD! STAY ON a terrified Cornelia and
the toddler as we HEAR a sudden VIOLENT SCUFFLE, chaotic
flashes of green illuminating Cornelia's horrified reaction!
The space finally goes quiet, and we --

CUT WIDE TO SEE BLUE EYES IN PROFILE, standing over the body
of the intruder; it's LANG, the tattooed female soldier, her
rifle on the floor a few feet away. Blue Eyes clutches his
spear, catching his breath -- when --



                                                    (CONTINUED)
                                                           17.
CONTINUED:

A second OUT OF FOCUS FIGURE creeps silently into the f.g....
Blue Eyes unaware as another green beam quickly moves up his
body, finally coming to rest on the back of his head...

INT. DARK, NARROW CATACOMB - MOVING SHOT - SIMULTANEOUS

Yet ANOTHER BEAM scans the pitch black passage as a FIGURE
moves stealthily toward us. He WHISPERS into his headset:

                        SOLDIER
             Lima-four to command.   Colonel, did you
             get him--?

-- when suddenly A SHAPE tackles him from behind -- SMASHING
the Soldier against the walls like a rag doll -- SILENCED
MUZZLE FLASHES STROBING as the soldier involuntarily pulls
the trigger! The space goes black again as the Soldier is
dropped in a heap.

A SILENT BEAT. Then, approaching TORCHLIGHT flickers on the
walls... revealing the shape to be ROCKET; he reaches down
and grimly retrieves the gun from the dead soldier on the
ground. Rocket looks up as Caesar and Luca arrive with the
torch.

                        CAESAR
             Rocket!   What happened?!

Rocket signs urgently to Caesar -- pointing to the body:

                       ROCKET
             [I heard him talking!   The Colonel is
             here!]

Caesar's eyes go wide -- he takes the torch from Luca, moves
down close to look at the body... immediately recognizing
TRAVIS, the defiant soldier whose life he spared. Suddenly,
an eerie crackle comes back over Travis' headset:

                       THE COLONEL (V.O.)
             99, target acquired!...

Caesar picks up the dislodged headset, raises it to his ear --

                       THE COLONEL (V.O.)
             ...Repeat, target is down! I got him.
             Let's go! I can get out from here!

Caesar's face goes ashen as horror dawns...

                                                        SMASH TO:
                                                         18.


A HUMAN HAND

fishing out the red nylon climbing rope from the waterfall...
it starts to clip the rope to an anchor on a belt --

                                                     SMASH TO:

CAESAR

BOUNDING FULL-TILT through the corridor, faster, faster --
until he bursts into

HIS FAMILY DWELLING

Panicked, heart-racing, Caesar's eyes FIND --

COLONEL J. WESLEY MCCULLOUGH

Silhouetted by the waterfall as he finishes securing the rope
to his belt. He turns to face us -- and Caesar -- for the
very first time: a striking, nightmarish image -- his face
covered in shocks of dark camo grease, head completely
shaved, a full unruly beard, wild eyes just visible behind
graduated aviator sunglasses. His presence is chilling.

The Colonel's eyes blaze, stunned at the sight of Caesar.
Confused, his gaze flits to something on the floor -- Caesar
follows his stare to discover --

BLUE EYES, LIFELESS ON THE GROUND, CORNELIA DEAD BESIDE HIM.

TIGHT ON CAESAR as time seems to stop -- he's reeling, his
entire world crashing in -- his eyes lift to the Colonel, a
wave of rage rushing over him -- when --

THE COLONEL quickly swings his gun off his shoulder --

Caesar DODGES FOR COVER behind the rocks -- as --

The Colonel FIRES --

From the corridor we hear the furious ROAR OF INCOMING APES --

The Colonel yells into his headset, backing toward the falls:

                    THE COLONEL
          Get me out! Now!!

Then he turns -- and LEAPS STRAIGHT THROUGH THE WATERFALL!

Caesar raises his head just in time to see --




                                                    (CONTINUED)
                                                             19.
CONTINUED:

THE COLONEL, barely discernible through the rushing water,
clutching the swinging rope -- as HE'S PULLED UPWARD!

Apes spill into the cave as Caesar, desperate with rage,
jumps to his feet, charging after the Colonel -- the apes
watch in shock as -- CAESAR LUNGES INTO THE FALLS TOO -- !

EXT. WATERFALL - CONTINUOUS

Caesar crashes through the water, hands flailing for --

THE ROPE! He grabs at it -- IT CAREENS WILDLY!      Caesar holds
on tight, looks up to see --

THE COLONEL high above -- clinging to the suddenly jerking
line -- he looks down to see

CAESAR starting to climb up furiously after him...

The Colonel, unfazed, seizes a KNIFE from his boot as --

Caesar closes in, climbing, about to reach him -- when --

THE COLONEL CUTS THE LINE -- and --

Caesar PLUMMETS -- down, down, down -- INTO THE RIVER BELOW!

An excruciating beat -- then Caesar SPRINGS UP from the
water, gasping, enraged -- he peers up in agony to SEE --

THE COLONEL disappearing over the TOP OF THE CLIFF!

INT. CAESAR'S FAMILY DWELLING - LATER

CLOSE ON Cornelia and Blue Eyes, as their lifeless bodies are
lifted from the rock floor...

REVEAL CAESAR watching silently, lost in his own world; still
wet, he remains completely motionless, consumed with rage,
pain. Beside him, Rocket, Luca and Maurice watch, shaken, as
the bodies are carried away.

Just then Spear pushes through, reporting to Luca:

                       SPEAR
             [Luca! We can't find Winter.   He wasn't
             at his post.]

Luca and Maurice suddenly exchange a worried look --

                       MAURICE
             [He was scared. Could he have turned
             against us?]


                                                        (CONTINUED)
                                                            20.
CONTINUED:

He looks to Rocket as well -- but Rocket's gaze is now fixed
elsewhere. Maurice and the others all turn to see --

CAESAR has been following their conversation.     Finally, Luca
signs, wracked with guilt:

                       LUCA
             [Caesar... I think Winter betrayed us.
             I'm sorry. He was in my command.]

Caesar remains silent; then:

                       CAESAR
             My youngest son...   Have you found him
             yet?

                       LUCA
             [We're still looking.]

Maurice turns to the others:

                       MAURICE
             [Let's help them search.]

Everyone nods, following Maurice's lead as they shuffle out,
giving Caesar some much-needed space... Finally --

Caesar is alone.

His eyes move to where he found Blue Eyes and Cornelia; there
is blood on the floor. He steps closer, in a trance; sees --

TWO BRASS BULLET CASINGS on the ground. Caesar crouches, his
expression intensifying as he reaches for the spent casings --

-- when he hears a NOISE behind him -- on a hair-trigger,
Caesar seizes the spear, raising it furiously -- so gripped
by animalistic rage that it takes a moment to realize -- it's
his toddler son, peeking out from hiding in the rocks;
Cornelius peers up in terror at his father, shrinking back.

Caesar returns to his senses, lowers the spear... then,
softening, he bends to the toddler and extends a hand... But
Cornelius is still too frightened to approach, his eyes fixed
on the spear in Caesar's grasp.

Ashamed, Caesar sets the spear on the ground, then holds both
arms out to his son.

                       CAESAR
             Cornelius... you're safe now, son.




                                                       (CONTINUED)
                                                            21.
CONTINUED: (2)

The child finally comes, reluctantly... Caesar, growing
emotional, pulls him into a powerful embrace. We HOLD TIGHT
on CAESAR, pain etched deeply on his face...

                                                          CUT TO:

EXT. RIVERBANK AT THE BASE OF THE WATERFALL - DAY

The entire ape community is here, urgently loading up their
horses, preparing for the imminent exodus. HEADS TURN as ---

CAESAR makes his way through the crowd; clutching a rifle in
one hand and holding his little son's hand in the other, gaze
fixed ahead as he crosses to --

LAKE, who stands by her horse, surrounded by Maurice, Luca,
and Rocket on theirs. Caesar looks at Lake. He seems stoic,
but his eyes belie heartbreak, and something deeper...
tremendous rage:

                    CAESAR
          You loved my son.    Look after his brother
          until I return.

                    LAKE
              (stunned)
          [You're not coming with us?]

                      CAESAR
          No.

Caesar crouches down to Cornelius, caresses his little son
one last time, then guides him to Lake.

ANGLE ON Rocket and Luca; they exchange a look, shocked.

Maurice looms behind them on horseback, watching it all too:

                      MAURICE
          [Caesar!    You're not going after them?!]

                    CAESAR
          Not them... Him.

                    MAURICE
          [Caesar, you are our leader!   We can't
          leave without you!]

                      CAESAR
          You must.    The soldiers will be back
          soon.




                                                       (CONTINUED)
                                                           22.
CONTINUED:

Caesar looks for one last time at his son -- Cornelius cries
out as Lake tries to comfort him --

                         CORNELIUS
             [Father!]

But Caesar remains unrelenting, already completely consumed
by his dark, vengeful quest as he starts to head off:

                       CAESAR
                 (to the apes around him)
             When I find him, the soldiers will all
             come after me. That may give you the
             best chance to get out of the woods.
             Until then, be safe.

And with that he moves straight for his horse. As the
reality that their leader is leaving them sets in, the ape
community begins to react in anxious protest -- shockwaves of
HOOTS rise as Caesar mounts his horse.

ON MAURICE, ROCKET AND LUCA watching Caesar amidst the
growing turmoil -- they stare after him in total disbelief...

EXT. WIDE SHOT ON THE APE EXODUS - WOODS - DAY

A seemingly endless line of ape refugees. Spear leads the
procession; armed apes in warpaint guard the group, parents
protectively clutching their children, others help the
injured along -- as they set off uncertainly for the perilous
journey ahead...

EXT. WOODS - DAY

Caesar rides alone, rifle in hand, the sound of the ape
exodus now barely audible in the distance. Suddenly, he
hears RUSTLING behind him. He turns, stops, alert. As the
sound gets closer, we recognize the CLOP OF HOOVES -- then --

MAURICE, ROCKET, and LUCA appear, riding out of the trees.
They come to a halt, eyes on Caesar. Caesar returns a hard
look, shakes his head. But Luca is undeterred:

                       LUCA
             [The soldiers' camp is always moving. My
             guards think they know where it is. Let
             me take you.]

                       ROCKET
             [You'll need me to back you up.]

Rocket reveals a rifle in his hand.    But Caesar remains firm:



                                                      (CONTINUED)
                                                           23.
CONTINUED:

                       CAESAR
             No.

                       ROCKET
             [Please... I know what it's like... to
             lose a son.]

That strikes a chord; Caesar looks at him, affected...

                       CAESAR
             I might not make it back.

                       MAURICE
             [That's why I'm coming.   To make sure you
             do.]

Caesar looks at his three friends, moved, torn...

                                                          CUT TO:

A MOVING SHOT - CAESAR, MAURICE, ROCKET AND LUCA

Riding silently through woods, close together. A posse.
HOLD on this iconic image of the foursome; then CUT TO --

EXT. LOWER WOODS - SEASIDE CLIFF - LATER

The posse making their descent, when they see --

SMOKE rising from an old shack across the way.

They look at each other, slowing...

                       LUCA
             [This is where the guards thought they
             might be. There are always fires
             burning.]

                                                          CUT TO:

HANDHELD SHOT - PEEKING THROUGH THE TREES

As we move closer, we discover we are at the edge of --

A DESERTED R.V. PARK

Old campers lined up, long-since abandoned. Smoke billows
from a weathered stovepipe poking through the window of a
rusted-out Airstream trailer. The only sign of life.




                                                      (CONTINUED)
                                                          24.
CONTINUED:

REVERSE ON CAESAR, MAURICE, ROCKET AND LUCA

spying through the trees on foot, looking apprehensive. They
exchange uncertain looks -- could this be the base camp?
They creep out of the trees for a closer look -- when --

A LONE MAN carrying firewood emerges from the forest.

He's mid-40s, dirty, unshaven. Seeing the apes, he stops in
his tracks. They all stare, a silent stand-off... Then,
very, very slowly, he starts to lower his pile of wood:

                       MAN
             I'm just gonna... put this down --

He drops the wood suddenly, revealing a RIFLE strapped to his
shoulder -- he whips it around -- and FIRES! The shot JUST
MISSES MAURICE, when --

BANG!   THE MAN DROPS DEAD.   Stunned, the apes turn to see --

CAESAR clutching his SMOKING GUN, staring distantly at the
man he's just killed. The others regard Caesar's grim,
steady presence, a bit in shock at his seeming lack of
remorse; a look in his eyes suggests even he knows something
has broken within him. A line has been crossed.

Finally, Caesar lowers his rifle -- only now aware of their
stares. He turns away, ignoring them, steps toward the man.

The others join him, looking down at the body. The tattered
rags he wears are barely recognizable as the fatigues worn by
the human soldiers. "A" is crudely tattooed on his arm.

                       LUCA
             [Is he out here alone?]

                       ROCKET
             [Maybe he's a deserter?]

Caesar doesn't respond, eyes on the dead man -- when a MUTED
CRASH comes from behind; they all turn to THE AIRSTREAM...

                                                        CUT TO:

BLACKNESS

Suddenly a door is ripped open, and light spills in; we are --

INT. RUSTED-OUT AIRSTREAM - DOORWAY - MOMENTS LATER

The faces of the apes slowly appear, gazing warily in at us;
Caesar and Rocket have their guns drawn.


                                                    (CONTINUED)
                                                        25.
CONTINUED:

They stalk silently into the dim space, eyes roaming... It's
long and narrow, lined with rotted wood panelling, packed and
littered with improvised survivalist essentials.

We MOVE with them as Caesar leads the group through the
claustrophobic interior, anxiously scanning for any place a
human might be hiding... Moving inexorably toward...

A CLOSED DOOR

at the far end of the trailer. The others exchange tense
looks as Caesar readies his gun -- and SMASHES down the door!

ON CAESAR, eyes blazing, furiously training his gun as he
sees something; he freezes, poised to kill, and we REVEAL --

A LITTLE GIRL

cowering like a frightened animal against the wall in a lower
bunk bed. She looks no more than 8 or 9 years old. A little
waif-like figure, her unwashed face is framed by wildly
matted hair. She stares wide-eyed up at --

Caesar, gun still trained on her, adrenaline coursing through
his veins... The faces of the other apes appear behind him,
shocked at what they see.

Finally, Maurice reaches over, places a hand on Caesar's gun,
gently lowers it. Caesar returns to his senses... but still
shows no compassion for the human child. He turns away, to
the others, gesturing coldly at the trailer behind them:

                       CAESAR
             Look around. Take what we can use.

Caesar steps out past them; Rocket and Luca share an uneasy
look, then follow.

But Maurice remains, eyeing the scared little Girl with a
mixture of curiosity and pity. He spots something on the
floor by the bed, starts to move toward it...

Terrified, the Girl scoots back against the wall, withdrawing
as far as she can. But Maurice coos a comforting pant-hoot
as he reaches down to the floor and retrieves --

A CRUDELY-MADE RAG DOLL. He holds it out. She hesitates --
then quickly grabs it and retreats to her corner, hugging it.

Maurice watches her, then raises his arm, reaching for her.
She freezes, nervous eyes following his enormous hand... as
his finger straightens... and gently strokes the doll's head.



                                                  (CONTINUED)
                                                          26.
CONTINUED: (2)

She blinks up, studying him, fear ebbing; she opens her mouth
to speak, but no words come, just GENTLE, GASPING GRUNTS...

                                                         CUT TO:

A DUSTY COMPASS IN A BATTERED OLD LOCKBOX

REVEAL LUCA picking it up, as he, Caesar and Rocket search
the trailer. Luca sees a PAIR OF BINOCULARS in the box; he
takes them too, along with some FLASHLIGHTS.

Impatient, Caesar looks back, wondering where Maurice is --
when Maurice appears in the doorway, the Girl visible behind
him, staring out curiously. Maurice signs to Caesar:

                    MAURICE
          [Something wrong with her.   I don't think
          she can speak.]

Caesar looks coldly at the Girl, then back to Maurice:

                    CAESAR
          Come.

EXT. DESERTED R.V. PARK - LATE AFTERNOON

Caesar and Rocket mount their horses as Luca arrives with the
others. Maurice is about to climb up when he notices --

The Girl has followed them out. She wanders toward the dead
Man, his gun still a few feet away. She stares at him,
looking lost, but not quite sad. Instead she exhibits a
strange, almost primitive fascination with his lifeless body.

They all gaze at her, uncertain.   Maurice turns to Caesar:

                    MAURICE
          [She'll die out here alone.]

Caesar looks at her, a flash of pity in his eyes... but he
pushes it away, turns to Maurice, firm:

                    CAESAR
          We cannot take her.

Maurice considers this, nods.

                    MAURICE
          [I understand...]
              (then:)
          [But I cannot leave her.]

Caesar stares at him, frustrated...
                                                        27.


EXT. WOODS - DUSK

The posse on the move again. The Girl rides behind Maurice,
arms around him, her cheek pressed into his furry back.
Caesar takes in the sight, shoots Maurice a hard look...
Maurice returns an assuring nod: it'll be okay.

Just then, Luca GRUNTS for their attention. They all turn to
see CROSSES UP AHEAD ON THE SIDE OF THE TRAIL, crudely-bound
branches staked into the ground. They approach warily,
stopping as they discover --

A LARGE GRAVEYARD amidst the trees. A sea of crosses,
marking mounds of dirt. They peer around, a bit unnerved:

                    MAURICE
          [Must be where they bury the dead.]

Rocket nods, when Caesar suddenly notices the TREE TRUNKS are
scarred with BULLET HOLES... He glances at the ground,
finding scattered BRASS BULLET CASINGS; perplexed, he points:

                    CAESAR
          Looks like some were killed here.

They all look at the shot-up trees and casings, bewildered --
when Luca sees a pile of ASHES and CHARRED OBJECTS --
BLACKENED EYEGLASSES, BELT BUCKLES, DOG TAGS --

                    LUCA
          [They burned their things too.]

                    MAURICE
          [Why would they kill their own men?]

ON CAESAR, mulling the mystery -- when Luca lets out another
GRUNT; they turn as he points through the trees at pinpricks
of FIRE LIGHT and TENTS in the distance. It's the base camp.

Caesar tenses in grim anticipation --

                                                      CUT TO:

A POV THROUGH HIGH-POWERED BINOCULARS

SEARCHING the FIELD OF TENTS in the blue twilight. We FIND a
huge "A" stencilled on the side of one of them. Re-focus on
HAND-PAINTED SIGNAGE beside it: "Those who forget the past
are doomed to repeat it." Next to it: "The only good Kong is
a dead Kong." An eerie, almost cult-like atmosphere.
                                                          28.


REVEAL CAESAR

crouched in brush, spying through the binoculars scavenged
from the Airstream. Luca and Rocket are pressed beside him.

CAESAR'S POV

A PAIR OF TURNCOAT APES walk into view -- the binoculars
follow them as they cross to an area where LARGE GROUPS OF
SOLDIERS are gathered around CAMP FIRES; as the apes begin
dutifully pouring drink into the humans' cups, one turns
toward us -- we recognize him as RED.

The apes watch Caesar peering; when suddenly his expression
hardens. He slowly lowers the glasses, anger burning...

                    LUCA
          [Did you find the Colonel...?]

Caesar just hands the binoculars to Luca, who lifts them --

LUCA'S POV THROUGH BINOCULARS

Beside Red, the OTHER APE HAS TURNED TOWARD US, serving the
humans... As Luca FOCUSES, we recognize him, as Caesar
whispers his name ominously:

                        CAESAR
          Winter...

EXT. CAMPFIRE - NIGHT

We're inside the human camp now. Red and Winter quietly
ladle stew from a bucket to Soldiers sitting around the fire.

A volatile soldier with tortured eyes (BOYLE) calls out in a
low, menacing voice to Winter:

                     BOYLE
          Donkey.   Over here.

Winter hesitates, flustered -- Red notices, immediately
intercedes, anxiously trying to placate Boyle --

                    RED
          Ok -- Ok... He come...

He nods at Winter to hurry over; he does. Boyle holds out
his bowl. Winter takes it, filling it quickly -- some stew
spills on Boyle's boot --

                        BOYLE
          Hey!   Hey!     You stupid-- !


                                                  (CONTINUED)
                                                                29.
CONTINUED:

WHAP! as Boyle KICKS the bowl right out of Winter's hand --
and Winter reacts with an instinctive SNARL! Boyle grabs his
gun, points it right at him. Winter FREEZES -- then:

                       A VOICE (O.S.)
             Come on, Boyle...

Boyle turns to see PREACHER, the fresh-faced kid, beside him.

                       BOYLE
             Shut up, Preacher -- what're you, a
             donkey lover now? I think you going soft
             coz that kong let you go.

Some of the soldiers snicker. Preacher backs down,
humiliated and angry. Boyle levels his gun at Winter again.

                       BOYLE (CONT'D)
             Get me a new bowl.

Winter looks nervously to Red.       Red nods soberly: do it.

INT. DARKENED MOBILE KITCHEN TENT - MOMENTS LATER

Winter digs under a supply table for a new bowl. Rising, he
catches his reflection in a grimy mirror over a wash basin.
He hesitates, maybe suffering a crisis of conscience -- when
he sees A REFLECTED FACE lurking in the shadows behind him!

He spins to see CAESAR standing there, motionless, staring...

Panicked, Winter turns for the exit -- but LUCA is there,
blocking escape. Turns the other way -- and there's ROCKET.
Winter's eyes widen as Caesar takes a slow step toward him...

                       CAESAR
             Where is the Colonel?

Winter swallows, trembling as he lifts his hands to sign:

                       WINTER
             [He's gone.]

                       CAESAR
                 (dubious, stalking closer)
             ...Gone?

Winter looks at the other apes, sees them closing in too...
Turns back to Caesar, nervously explaining:

                        WINTER
             [This morning. He took many soldiers
             with him.]


                                                       (CONTINUED)
                                                            30.
CONTINUED:

Luca and Rocket exchange troubled glances... but Caesar's
eyes remain fixed on Winter as he continues his approach...

                       WINTER (CONT'D)
             [Men are coming down here - from their
             base in the north. The Colonel and his
             soldiers are going to meet them at the
             border.]

                       CAESAR
             What border? Why?

                        WINTER
             [I don't know. But more of us are
             leaving to join them in the morning. Red
             thinks they'll all be coming back here...
             to help the Colonel finish off the apes
             for good.]

Caesar finally stops, right in front of him.    Winter pleads:

                       WINTER (CONT'D)
             [Please... I know I betrayed you. But
             can't you see? We'll never beat them. I
             was just trying to survive. Red told me
             the humans promised to spare us if we
             helped. I beg you, forgive me...]

But Caesar is unmoved, barely stifling his rage...

                       CAESAR
             My son... my wife... are dead.

Just then -- we hear the LAUGHTER OF HUMANS outside; Winter
turns, sees SHADOWS OF SOLDIERS passing on the side of the
tent -- he opens his mouth to shriek to them -- but a HAND
CLAMPS over his mouth, as Caesar wrestles him to the ground
to silence him! The others rush in, holding Winter down as
he struggles violently, desperately trying to shriek out --

The SHADOWS OF THE SOLDIERS HALT, their laughter subsiding as
their heads turn toward the muffled sounds in the tent --

Seeing this, Caesar furiously tightens his grip around
Winter's neck -- but Winter won't stop, struggling even
harder! Eyes fixed on the human shadows, Caesar grips
fiercely... choking tighter and tighter...

...until Winter finally relents. Caesar watches the shadows,
tense... And at last, they move on.

The apes exhale relief. Luca and Rocket turn to Caesar --
but their eyes drift to Winter.


                                                       (CONTINUED)
                                                           31.
CONTINUED: (2)

Caesar follows their looks down to the young gorilla in his
grasp... and discovers he has killed him.

Stunned, he stares at Winter's lifeless face... then, slowly,
looks up again at Luca and Rocket, grappling with what he's
done. They lower their eyes.

EXT. DENSE WOODS - NIGHT

Tense silence. The apes and Girl sit by a fire, isolated in
the trees; Maurice studies Caesar's face as he gazes into the
flames, deeply unsettled. Then Maurice turns to the others,
who look equally plagued. Finally, Rocket turns to Maurice:

                    ROCKET
          [Winter had it coming!]

Maurice nods, uneasy; Luca looks up, convincing himself:

                    LUCA
          [Caesar had no choice!]

                    MAURICE
          [So what do we do now?]

                    ROCKET
          [Wait for the soldiers to leave.   Follow
          them to the Colonel.]

Maurice turns again to Caesar, who is still in his own world,
lifting a gourd canteen to his lips. He takes a drink...
when, out of the corner of his eye, he sees the Girl beside
him, staring at him guilelessly.

He looks at her askance for a moment, deadpan, then hands her
the gourd, and she guzzles thirstily. Caesar watches --

-- when suddenly his eyes shift, startled to discover a DARK
FIGURE on the other side of the fire...

Alarmed and bewildered, Caesar peers through the flames...
amazed to see it's AN APE sitting across from him, his head
lowered ominously. Fire dances on Caesar's pupils as he
stares at the figure, haunted...

...when suddenly, the Ape lifts his face, grinning at Caesar
through the distorting waves of heat -- Caesar looks haunted:

                     CAESAR
          ...Koba?

                    KOBA
          Ape... not kill ape...
                                                           32.


TIGHT ON CAESAR

snapping awake with a start -- we are --

EXT. WOODS - MORNING

Caesar catches his breath, lying disoriented on the ground...
when he hears activity around him. He turns, finding Maurice
standing over him -- he signs urgently:

                       MAURICE
             [The soldiers are going!]

Caesar turns to see Rocket and Luca twenty feet away,
crouching anxiously behind the trees, peering into the
distance -- we hear the APPROACHING THUNDER of horses...

EXT. EDGE OF WOODS - MT. TAMALPAIS - DAY

A grand vista of Mill Valley in the distance. A SMALL ARMY
OF HUMANS ON HORSEBACK DESCENDS on the hills below us... when
OUR POSSE arrives in the foreground.

Caesar looks with determination down at the humans as they
recede... He urges his horse forward; the others follow...

                                           AND WE DISSOLVE TO:

EXT. SIERRA MOUNTAINS - DAY

WINDS BLAST SNOW in all directions...

                                                       SMASH TO:

A WHITEOUT

Our posse are no more than DIM SHAPES pressing blindly toward
us, battling the elements, lost...

TIGHT ON CAESAR'S EYES squinting hard, fighting to see...

He peers into the maelstrom spying -- BRAKE LIGHTS up ahead --

                       CAESAR
             [Is that them up ahead?]

                       ROCKET
                 (tense)
             [Looks like they stopped!]

Caesar urgently raises his hand to stop his posse --




                                                   (CONTINUED)
                                                           33.
CONTINUED:

                       CAESAR
             [Don't let them see us!]

He is already off his horse -- when DISTANT GUN BLASTS echo
through the air! They all rush to the side of the road,
huddling together -- as MORE SHOTS RING OUT up ahead --

                       ROCKET
                 (to Caesar)
             [What are they shooting at?!]

                       CAESAR
             I don't know...

                                                      CUT TO:

A SILENT, UTTERLY STILL, SNOW-COVERED TRAIL - LATER

The blizzard has stopped.

With a SOFT CRUNCH of snow, we see our posse ride cautiously
into view, eyes anxiously scanning the trail for the presence
of the humans... Rocket SIGNS cautiously to the group --

                       ROCKET
             [They're gone...]

As he approaches, Caesar sees something -- he stops his
horse:

                       CAESAR
                 (unnerved)
             What is that...?

As Caesar and the others dismount, REVEAL SMALL WOODEN X ON
THE SIDE OF THE ROAD; they move toward the Xs to discover --

THREE BODIES DRAPED IN SNOW. Maurice tucks the Girl
protectively behind him, as Caesar reaches down and brushes
snow off them... revealing THREE ALPHA OMEGA SOLDIERS, bullet
wounds in their backs, HOODS OVER HEADS, execution-style.

Caesar pulls one of the hoods off -- the soldier is a WOMAN;
her eyes are open, lifeless, dried blood under her nostrils.
Rocket pulls off another hood... a lanky, young, MALE
SOLDIER, eyes shut. He too has dried blood under his nose.

Rocket inches closer to look at his face -- when THE
SOLDIER'S EYES SNAP OPEN -- he GASPS at the sight of them!

The apes are startled as the panicked Soldier begins
frantically scrambling away -- Caesar moves after him --
places a hand firmly on his leg --


                                                  (CONTINUED)
                                                            34.
CONTINUED:

                       CAESAR (CONT'D)
             Why... did they shoot you?

He just stares back, blinking without understanding -- when
he notices the Girl, staring at him from behind Maurice. The
two lock eyes warily, like creatures in the wild. And then
the Soldier opens his mouth as if trying to speak... but
makes no sound, only GASPING GRUNTS, just like the Girl's...

                       MAURICE
                 (struck; to Caesar)
             [He can not speak either...?]

The apes all exchange looks; Caesar turns to Rocket:

                       CAESAR
             Help me get him up...

Rocket reaches down toward the Soldier -- but the Soldier
freaks, wide eyes darting ferally, wildly scrambling on his
back to get away from them -- Caesar moves toward him, trying
to calm him -- but it only spooks him more -- he rolls on to
his knees and takes off RUNNING...

The apes watch, stunned, as he disappears into the woods.
Finally, Caesar turns back, looking at the bodies again...
and then the Girl. Maurice catches his eye:

                       MAURICE
             [What is wrong with them...?]

Caesar just shakes his head: I don't know...      And we CUT TO:

ATOP A TALL RADIO TOWER - LATE AFTERNOON

Caesar, Maurice, Rocket, and Luca urgently climb into view as
snow swirls around them; cold, out of breath, they anxiously
scan the colossal Sierra snowscape, stretching out endlessly
around them --

                       MAURICE
             [Where could they have gone?!]

                        CAESAR
             Winter said they were heading to a
             border...!

                       LUCA
             [Yes, but which way is that?!]
                                                          35.


ON THE GROUND

The Girl sits on Maurice's horse, craning her neck all the
way back to stare up at the apes high above; as she glances
back down to play with the rag doll in her hands -- an OUT OF
FOCUS FIGURE IN A GREEN PARKA silently passes behind her...

CLOSE ON DARK, WEATHERED SNOW BOOTS creeping up and stopping
next to the legs of one of the horses --

We watch THE BACK OF THE FIGURE'S HEAD, covered beneath the
FUR-LINED HOOD of the bulky parka, as his unseen hands
rummage stealthily through a saddle-bag. His breath steams
quietly around him. He FREEZES as A FLASHLIGHT drops into
the snow by his boots --

But the Girl remains focused on her doll, unaware.

The Figure resumes rummaging, finally pausing as we BRIEFLY
GLIMPSE the BARREL OF A SHOTGUN he has just found --

UP IN THE TREE TOPS

A NERVOUS SNORT comes from one of the horses below -- the
apes turn to see the TINY FIGURE IN THE BULKY PARKA FAR BELOW
digging in the saddle bag; Luca lets out a TERRIFYING ROAR --

The Girl finally looks up, startled, as --

-- the Figure panics, JUMPING ON THE HORSE, AND TAKING OFF!

Caesar and his posse scramble down from the trees -- mount
their horses --

                                                      SMASH TO:

THE POSSE GIVING CHASE THROUGH THE SNOWY WOODS

GALLOPING THROUGH THE TREACHEROUS OBSTACLE COURSE OF TREES --

The TINY FIGURE in the parka darts in and out of view    --

The apes are starting to gain on him, when he BREAKS OUT of
the woods and up onto --

A MASSIVE SNOW-COVERED SLOPE

We watch from HIGH ABOVE as his horse CHARGES THE INCLINE,
KICKING POWDER INTO THE AIR -- the apes' horses burst out of
the woods after him -- all of them just tiny dots climbing
the stark white landscape...




                                                     (CONTINUED)
                                                           36.
CONTINUED:

From this vantage we can now see the TOPPLED CABLES and
DILAPIDATED GONDOLAS that tell us this was once A SKI AREA --

The apes again begin to close the gap --

CLOSE ON CAESAR CHARGING HARD, EYES FIXED ON --

THE DIM FIGURE up ahead of him -- when suddenly -- BLAM! -- a
FLASH OF GUNFIRE ERUPTS from atop the Figure's horse --

CAESAR and the OTHERS DUCK as -- CHING! -- the BLAST
RICOCHETS off a half-buried GONDOLA CAR far wide of them!

BLAM! BLAM! TWO MORE SHOTS ring out, wildly astray, kicking
up snow clouds nowhere near them or their horses --

-- as the Figure disappears over the crest of the slope.

EXT. TOP OF THE SLOPE - MOMENTS LATER

The apes arrive, slowing their horses as they come upon --

AN ENORMOUS, ABANDONED VICTORIAN HOTEL, built into the
mountainside. An old sign reads: The Inn at Deer Creek.

The stolen horse wanders rider-less on the snowy front lawn.

The apes cautiously dismount, drawing their weapons... As
they approach, a SHADOW SUDDENLY BOLTS from behind one of the
buildings, dashing into the main lodge --

The apes all exchange looks; then raise their guns as we --

                                                        CUT TO:

INT. THE INN AT DEER CREEK - MAIN LOBBY ENTRANCE - DUSK

An ornate glass door   slowly opens... Caesar, Rocket, and Luca
enter, guns first...    As they pass us, the door swings shut
behind them... HOLD    as Maurice and the Girl wait outside,
pressing their faces   to THE FROSTY DOOR PANE -- their eyes
fill with a sense of   amazement as we CUT TO:

MAURICE AND GIRL'S POV - PUSHING IN ON THE FROSTY DOOR PANE

Inside the lobby, Caesar, Rocket, and Luca creep away from us
into what appears to be a kind of SURREAL ICE PALACE...

BACK INSIDE THE LOBBY

We MOVE with Caesar and the others, their breath steaming in
the cold as they peer around them at an extraordinary sight --



                                                    (CONTINUED)
                                                        37.
CONTINUED:

Every inch of the cavernous interior -- from furnishings to
chandeliers -- is covered in THICK CRYSTALLINE ICE, the
building having long-since been breached by weather. Snow
swirls in the air, drifting down through a hole in the roof.

Caesar lifts a hand to stop the others as he spots -- BOOT
PRINTS in the frost on the floor. The apes' eyes follow them
across the lobby's expanse... to where they disappear into
the black opening of AN ENORMOUS HEARTH along the wall.

The apes cautiously close in, guns trained on the hearth,
deep and dark enough to conceal whoever's hiding inside...

Caesar stops at the opening; he COCKS his gun LOUDLY,
levelling it -- Rocket and Luca COCK their weapons too...

... when suddenly, the STOLEN SHOTGUN is tossed out at them,
landing at the apes' feet with a thud. They stare down at it
uneasily -- when to their surprise the STOLEN BINOCULARS come
skittering out too. And then the COMPASS.

The apes exchange a look -- Rocket quickly grabs the shotgun,
and the apes wait expectantly, weapons still raised, as --

THE FIGURE slowly begins to emerge from the darkness, head
hung remorsefully, still obscured in the hood of the worn-out
parka... He starts to raise his hands in surrender, and as
his head lifts... we discover --

HE IS AN APE.

A chimp with more skin than hair on his small, rounded head,
he has oversized ears and a little scruff of beard, his
scrawny frame swimming in the big green parka.

He stares up at our shocked trio with a sheepish, apologetic
smile... and finally, he SPEAKS ALOUD in halting grunts,
pointing a finger at his own chest --

                       SCRAWNY CHIMP
                 (chastising himself)
             Bad... ape... Bad ape...

Our three apes just gape back, no idea what to make of him...
Rocket lowers his gun. Then signs:

                       ROCKET
             [Who are you?]

But Bad Ape just tilts his head, not comprehending. Our apes
exchange uncertain looks. Then Luca turns to Bad Ape, leery:




                                                  (CONTINUED)
                                                              38.
CONTINUED: (2)

                       LUCA
             [Where are you from?]

No answer.    Luca turns to Caesar.

                       LUCA (CONT'D)
             [I don't think he understands.]

                       ROCKET
                 (to Caesar)
             [I don't recognize him.   He's not one of
             us.]

Caesar regards the odd little chimp a moment; then SPEAKS:

                       CAESAR
             Are you... alone here?

Bad Ape's eyes dart uneasily from face to face -- it's not
clear if he understands this either -- but then he looks back
at Caesar... and NODS.

A soft CREAKING across the lobby causes their heads to turn --

MAURICE AND THE GIRL

stand just inside the entrance, peering back uncertainly at
them across the giant space.

Bad Ape notices the Girl, SHIVERING BADLY beside Maurice. Bad
Ape considers her a moment, then lowers his hands --

Rocket lifts his weapon again, wary -- but Bad Ape just
continues, removing his parka; finally he holds it out in one
hand -- calls out to the Girl --

                        BAD APE
             Cold...?

No one says anything. Bad Ape turns to Caesar. Holds out
the parka, gesturing to the Girl with a tentative smile:

                        BAD APE (CONT'D)
             Cold.

Caesar stares hesitantly at Bad Ape and the ratty jacket.
Finally, he reaches out, accepts it from Bad Ape's fingers.

                                                            CUT TO:

AROUND THE HEARTH - A SHORT TIME LATER

as Bad Ape starts A FIRE.


                                                         (CONTINUED)
                                                          39.
CONTINUED:

Warming herself by the flames, the Girl -- now in Bad Ape's
parka -- sits with Caesar and the others, looking around in
wonder at SPRAWLING PILES OF BAD APE'S SCAVENGED TREASURES
beside the hearth, a hoarder's paradise of dry goods, canned
food, and an endless array of STOLEN ITEMS and TRINKETS.

Bad Ape beams as he stokes the flames for his new guests:

                       BAD APE
             I see girl. Think... you human.   But
             you... apes. Like me!

He smiles excitedly -- when he sees the Girl picking up a
trinket from a pile: a glinting CHEVY NOVA CAR EMBLEM. He
gently snatches it from her, kindly shakes his head no.

                       CAESAR
                 (peering around)
             You... live here?

                       BAD APE
                 (nodding quickly)
             Long time. Long, long time.

He suddenly scurries away; puzzled, Caesar watches him as he
rummages through what looks like a little sleeping area. He
returns with a small STUFFED CROCODILE, hands it to Caesar --

                       BAD APE (CONT'D)
                 (a wistful look)
             Home. Old home.

Confused, Caesar looks down at the stuffed crocodile, finds
embroidered on its belly: WORLD FAMOUS SIERRA ZOO.

Caesar peers up at him, trying to make sense of this... then:

                       CAESAR
             Are there more like you?   More apes?
             From zoo?

                       BAD APE
                 (shakes head)
             Dead. All dead. Long time.

He looks at Caesar, growing solemn as he explains:

                       BAD APE (CONT'D)
             Humans get sick... Apes get smart...

Caesar nods, understanding he means the Simian Flu --




                                                     (CONTINUED)
                                                         40.
CONTINUED: (2)

                    BAD APE (CONT'D)
          Then humans kill apes. But not me...
              (grins, proud)
          Not me. I run.

                    CAESAR
          You learn to speak...?

                     BAD APE
              (nods)
          Listen to human...

His face abruptly contorts into an "angry human" expression --
he waves a chiding finger as he mimics:

                      BAD APE (CONT'D)
          "Bad ape!    Bad ape!"

Then, turning his head, he realizes the Girl has the shiny
Chevy Nova emblem again -- he reaches for it, possessive:

                    BAD APE (CONT'D)
              (gently admonishes)
          No... No touch.

She stares at it longingly as he sets it down. He looks back
at the apes, smiles -- then rushes away for something else...

The apes all watch their excitable host, perplexed -- Maurice
turns to Caesar, signs an aside:

                    MAURICE
          [Amazing... Always thought we were the
          only ones. Wonder if there are others
          out there somewhere? Others like us.]

Just as Caesar begins to contemplate the mind-blowing
thought, Bad Ape bounds back in, hurriedly passing out
packages of vacuum-foiled food rations (M.R.E.'s).

                    BAD APE
          Here! Eat, eat!
              (beaming)
          New friends. Special day.

Bad Ape tears the top off one, starts eating the dehydrated
food, nodding encouragingly for them to do the same.

Caesar looks slowly down at the ration in his hand -- notices
an official military seal: "U.S. GOVERNMENT PROPERTY: CA
STATE BORDER QUARANTINE DETENTION AND RELOCATION CENTER" CUT
TIGHTER on the word: BORDER. Caesar suddenly looks up:



                                                   (CONTINUED)
                                                         41.
CONTINUED: (3)

                    CAESAR
          Where did you get this?

Bad Ape turns to him, confused. Caesar holds up the package.
Bad Ape looks uneasy... his voice lowering to a hush:

                    BAD APE
          Bad place. Very bad. I find. Long time
          ago. After zoo. Looking for food. Find
          human zoo. Zoo for sick.

Engrossed, Caesar's eyes meet his... as Bad Ape continues:

                    BAD APE (CONT'D)
          Big walls. Sick humans try climb. Bad
          humans kill. Then get sick too. All
          dead now. All dead.

Caesar and the others take this in, somehow haunted.   Then:

                    CAESAR
          Bad humans...? Soldiers?

Bad Ape recognizes the word, nods gravely:

                       BAD APE
          Soldiers.

The posse looks to each other with rising intensity...

                    ROCKET
          [An old, deserted military camp on the
          border...?]

                    LUCA
          [Maybe this is where the Colonel and the
          troops from the north are going to meet?]

Caesar nods: maybe.    He turns back to Bad Ape.

                       CAESAR
          Is it far?     Can you take us?

                    BAD APE
              (looks agog)
          Human zoo?! No... No go back there.
          Everyone dead. I come here. Safe here.
          Never go back!

Caesar reaches out his hand, places it on Bad Ape's shoulder:

                       CAESAR
          Please.     You must take us.


                                                   (CONTINUED)
                                                              42.
CONTINUED: (4)

                       BAD APE
          No!     Can not take!   Can not take!

Scared, he pushes Caesar's hand from his shoulder, a little
too hard -- Rocket GRABS him, incensed - but Caesar
restrains Rocket, shakes his head no. Bad Ape shrinks in
Rocket's grasp -- then sees something, and points desperately
to the little windows along the wall --

                    BAD APE (CONT'D)
          Look! More snow! Can not go, must stay
          here.
              (to the others)
          Look, look!

They all look to the massive lobby window to see it is indeed
snowing hard now.

Rocket finally releases Bad Ape.     He exhales, looks at them
with renewed optimism.

                    BAD APE (CONT'D)
          You stay here. Eat. Rest.
              (smiles hopefully)
          With me.

Caesar considers, reluctantly nods to the others. Bad Ape is
relieved -- when he sees the Girl staring longingly again at
the Nova emblem; he grabs it, hands it to her ceremoniously:

                      BAD APE (CONT'D)
          Here.    You keep.

He looks around, smiling at the apes for approval; the Girl
gazes happily at the emblem, as with a WHISTLING HOWL, we --

                                                            CUT TO:

HIGH OVER THE CAVERNOUS LOBBY - MIDDLE OF NIGHT

Snow whirling hard through the ice palace.        HOLD; CUT TO:

NEAR THE HEARTH - SAME

The last embers of the fire dying out as everyone sleeps...

CLOSE ON CAESAR

The only one still awake.    He sits up, eyes settling on --

THE GIRL, curled into Maurice's belly, hugging her doll; the
Nova emblem is clutched in her little fingers. Maurice's arm
is draped protectively around her as they sleep.


                                                        (CONTINUED)
                                                             43.
CONTINUED:

Caesar stares at the sight, growing sad, his mind distant...

                          BAD APE (O.S.)
             Who is...?

Caesar turns, startled to find Bad Ape watching him; Bad Ape
nods toward the Girl.

                          BAD APE (CONT'D)
             Child.

                       CAESAR
                 (a beat)
             I don't know.

                       BAD APE
                 (confused)
             But she... with you?

Caesar nods.

                       CAESAR
             She has no one else.

Bad Ape gazes at the Girl, suddenly feeling sorry for her.

                       BAD APE
             I see you look at her. Just now.
                 (turns back to Caesar)
             Look sad.

But Caesar says nothing.       Bad Ape studies him; then ventures:

                       BAD APE (CONT'D)
             You... have child?

Caesar turns -- Bad Ape smiles sweetly, expectantly... but
Caesar just returns a withering look. Bad Ape falls silent.
Caesar looks away. Then, quietly, stoically:

                          CAESAR
             I had two.     But one was killed.   By
             human.

                       BAD APE
                 (quietly struck)
             Oh... Soldier?

Caesar, still not looking at him, NODS. A silent beat, as
Bad Ape looks down, pensive. Then softly:

                       BAD APE (CONT'D)
             I had child...


                                                       (CONTINUED)
                                                            44.
CONTINUED: (2)

Caesar turns, surprised. Bad Ape stares at the ground,
remembering, a little lost. Then slowly, he looks up.

                    BAD APE (CONT'D)
          You think... you will find him... at
          human zoo? Soldier?

Caesar's eyes drift to the dying embers.

                    CAESAR
          I don't know... Maybe.

Bad Ape ponders this.   Torn, he finally looks at Caesar:

                    BAD APE
          Then... maybe I take you.

Caesar turns from the fire, their eyes meeting as we CUT TO:

EXT. FRONT OF THE INN - MORNING

The Girl steps out alone onto the deserted porch, still
wearing Bad Ape's parka. As she clutches herself against the
cold, something catches her eye; she looks up overhead at the
PINK FLOWERS of a perennial dogwood tree, poking through the
snow -- the only color in an otherwise stark white world.

With the muffled crunch of hooves, Luca and Rocket appear,
guiding the four horses toward the porch.

Luca notices the Girl staring up at the branch of flowers.

He watches a moment, then moves toward her... and reaches his
long arm up, snapping off a small piece of the branch.

The Girl observes as Luca bends down, his massive gorilla
face right in front of hers as he very gently slips the
flowers behind her ear. She smiles. He blinks back at her
sweetly, when --

Caesar and Maurice emerge onto the porch. Luca quickly
straightens, resuming his tough guy demeanor.

Maurice lowers next to the Girl, and she hops on his back.
He moves to his horse, and climbs up with her. Caesar,
Rocket and Luca mount up as well, when --

-- the front door SQUEAKS open; they turn to see Bad Ape
stepping out to join them. He wears boots, an old wool
blanket on his shoulders, and a striped toque on his head.




                                                   (CONTINUED)
                                                           45.
CONTINUED:

Caesar and the others stare at him, deadpan, but he is
oblivious, looking from horse to horse, wondering where he's
supposed to go.

Luca GRUNTS gruffly, points him toward Rocket's horse.    Bad
Ape smiles, and starts for Rocket's horse.

Rocket looks miserable as Bad Ape struggles to climb up.

EXT. SIERRA MOUNTAINS - DAY

The group silently weaves its way through snow-covered trees.

The Girl watches curiously as Caesar removes his canteen from
his saddle bag. Maurice notices her staring, follows her
gaze to see Caesar drinking. Maurice grunts softly to her.
She turns, and he gestures at Caesar, making the sign for:

                        MAURICE
             [Thirsty.]
                 (repeats for her, teaching)
             [Thirsty.]

She just stares blankly at Maurice. He takes her small hand
in his, demonstrating the way to sign the word.

Caesar notices, lowering his canteen, quietly intrigued.

Maurice demonstrates again. But the Girl shows no interest
or understanding. Her eyes return to Caesar -- who for the
first time softens, offering a sympathetic gaze.

EXT. WOODED AREA - LATE AFTERNOON

The group have left the trail, moving through dense forest.

Caesar watches Bad Ape who peers anxiously ahead... to where
SUNLIGHT spills in at the edge of the woods. Bad Ape turns
to meet Caesar's eyes, fearful:

                        BAD APE
             There...

Caesar looks at the light, then turns to the others, raising
his hand for them to stop.

                                                         CUT TO:

EDGE OF THE WOODS - MOMENTS LATER

On foot now, the group presses in close behind the trees at
the forest's perimeter, squinting into the hard, low sun at --



                                                  (CONTINUED)
                                                          46.
CONTINUED:

AN ENORMOUS CANYON BELOW THEM

Steep, snow-covered granite cliffs slope down in shelves,
disappearing into an unseen expanse below.

The TOP OF A MASSIVE, PRISON-STYLE WARDEN'S TOWER pokes
ominously up in the distance, from the center of the chasm.

Caesar raises the binoculars, PEERING AT THE TOWER: sun
flares off the cement and steel structure, stained with
corrosion. Through the windows, it appears to be DESERTED.

Caesar lowers the glasses, staring uncertainly -- when he
notices something about the FADED CALIFORNIA STATE FLAG
hanging from the tower -- he looks through the binoculars to
examine it: the flag is hung upside-down... and a HUGE "A"
has been painted in black across it.

Then Caesar suddenly notices movement down below -- he shifts
the glasses to find TINY SILHOUETTED FIGURES, just barely
visible along the edge of the lowest visible shelf.

Caesar turns, looks from face to face... then:

                       CAESAR
             [Luca, let's take a closer look.]
                 (to Rocket)
             [Stay here. Keep them safe.]

Rocket nods dutifully, and Caesar and Luca start off --

                                                      CUT TO:

THROUGH THE BINOCULARS - SUNSET

The HEAVILY SILHOUETTED FIGURES in the distance are still
small, but from this closer vantage we can see now they're in
the midst of placing a series of about twelve MYSTERIOUS, X-
SHAPED STRUCTURES along the cliff's edge -- maybe this is
some kind of defensive perimeter...?

REVEAL CAESAR LOWERING HIS BINOCULARS; he looks confused as
he turns to Luca, lying beside him on the edge of a ridge.

                       LUCA
             [What are they doing?]

                       CAESAR
                 (shakes his head)
             I don't know...




                                                  (CONTINUED)
                                                           47.
CONTINUED:

Caesar turns back, looking through the binoculars again,
trying to decipher this strange activity -- when Luca GRUNTS
at him with quiet alarm. Caesar turns.

                       LUCA
                 (points)
             [What's that? A patrol?]

Caesar looks --

THROUGH THE BINOCULARS

finding a PAIR OF HORSES on a ledge right below.

                       CAESAR (O.S.)
             Don't see riders...

Suddenly AN OUT OF FOCUS SHAPE RISES directly in front of the
binoculars -- Caesar drops the glasses to discover --

AN ALPHA OMEGA SOLDIER looming right above him, rifle raised!

The soldier pulls the trigger -- CLICK -- but the gun is
jammed! Panicked, the soldier rears back, about to lunge
forward with the rifle's BAYONET -- when --

LUCA DIVES PROTECTIVELY in front of Caesar --

-- taking the bayonet blade in his gut as he YANKS the man
down, WRESTLING him to the ground! They roll violently,
finally coming to a stop, Luca atop the motionless soldier --

Caesar's eyes land on the BLOOD-STAINED BAYONET, lying in the
snow beside them -- he scrambles up, rushing to Luca --

-- when a SECOND SOLDIER steps out, startling Caesar -- about
to shoot -- when --

WHAM! THE SECOND SOLDIER CRUMPLES, revealing Rocket behind
him, having just clubbed him with the butt of a rifle.

Rocket looks to Caesar, signs regretfully, out of breath:

                       ROCKET
             [I saw them from up there... Coming for
             you...]

They both turn immediately to Luca... who is rolling
painfully off the dead man; he looks at them helplessly,
GASPING, clutching his gut... CUT TO:
                                                        48.


BACK UP IN THE WOODS - DUSK

Waiting anxiously at the edge of the trees, Bad Ape, Maurice
and the Girl stare as --

ROCKET returns, climbing quickly up toward them, a grim
expression on his face, clutching the bayoneted rifle in his
hand... right behind him, CAESAR CARRIES LUCA across his
back, like a Vietnam soldier shouldering a fallen brother.

They all retreat into the safety of the woods, the group
converging around Caesar as he lowers Luca to the ground...

Emotion in his eyes, Caesar looks down at his loyal friend.
Fading fast, Luca smiles weakly. He manages to raise a hand,
holding it out to Caesar; Caesar grasps it firmly.

                    LUCA
          [At least this time... I was able to
          protect you...]

Deeply affected, Caesar holds Luca's gaze a silent moment,
and then Luca releases his grasp, his hand drifting to the
ground as the rest of the group looks on. Her eyes fixed on
the massive gorilla, the Girl climbs off Maurice's back...

The others watch, surprised, as she approaches Luca, climbing
onto his chest. She stares down, her little face inches from
his... for the first time we see deep emotion in her eyes.

Luca peers up vulnerably as she removes the twig of flowers
he placed behind her ear... and gently tucks it behind his;
she begins to cry. Caesar is struck by her display of
emotion. Luca smiles at her, then gradually his smile fades
as his face grows still... and life ebbs from his eyes.

TIGHT ON CAESAR, staring intensely at Luca, a mixture of rage
and guilt in his eyes. The others watch him silently.
Finally, Maurice ventures a SOFT GRUNT to him. Caesar turns.

                    MAURICE
          [I know how much you have lost... But now
          we have lost another.]

Caesar just stares, inscrutable.

                    MAURICE (CONT'D)
          [Please... it's not too late to leave
          this place. To rejoin the others.]

Emotion stirring, Rocket cannot hold back --




                                                  (CONTINUED)
                                                           49.
CONTINUED:

                        ROCKET
             [Luca gave his life!   We can not turn
             back -- !]

Maurice remains fixed on Caesar --

                       MAURICE
             [Caesar...]

But Caesar turns away. He shakes his head grimly; then
utters quietly, consumed:

                       CAESAR
             They must pay...

Everyone stares, until finally, Caesar turns back. His eyes
meet Maurice's, whose gaze now appears judgemental:

                       MAURICE
             [Now you sound like Koba.]

Caesar turns to his friend, suddenly seething; the look in
his eyes is chilling:

                       CAESAR
             ...Koba? You know nothing.   My wife and
             son were killed.
                 (gestures to Luca)
             And now my friend.
                 (then, harder)
             You call me Koba...?!

Caesar glares at him, an unprecedented rift between them.
Rocket remains still, taken aback... waiting... Then:

                       CAESAR (CONT'D)
                 (trembling with rage)
             I did not ask you to come. Any of you.
             This is my fight. I will finish it
             alone... Go now. Join the others.

Stunned, they watch as Caesar rises, and takes the bayoneted
rifle from Rocket's shoulder... then heads off, back toward
the canyon...

HOLD on the apes' harrowed expressions, watching him; CUT TO:

HELICOPTER SHOT HIGH AND WIDE OVER THE GRANITE CLIFFS - NIGHT

SWOOPING OVER Caesar's tiny figure as he scales down the
vast, snowy expanse in the moonlight; he DROPS down to a
lower shelf, and we CUT TO:
                                                        50.


CAESAR'S POV

BREATHING HARD (O.S.), MOVING toward the CLIFF'S EDGE -- the
massive guard tower reaches up from the canyon beyond it --

ON CAESAR, air steaming from his nose; he SLOWS, SEEING --

THE TWELVE MYSTERIOUS X-SHAPED STRUCTURES looming ahead --

As he approaches we can suddenly start to make out DARK FORMS
STRAPPED to them...? Caesar's expression moves from
confusion... to dawning horror as he realizes: the forms
appear to be APES. He picks up speed again, rushing toward
them, their backs to us -- it's unclear whether the forms are
dead or alive...

Finally reaching the line of crosses at the edge of the
cliff, he finds a GROUP OF APES, all semi-conscious,
struggling to breathe, bound to Xs by their hands and feet...

Reeling, Caesar whips his head from ape to ape, trying to
make sense of this -- when he HEARS A DREADFUL MURMUR RISING
from the canyon; heart racing, he spins, staggering toward
the edge to PEER DOWN --

INTO THE CANYON

at what looks like a ENORMOUS, FORMER PRISON CAMP at the base
of the sheer mountains, three stories below.

As Caesar is drawn inexorably to the very edge of the cliff,
OUTDOOR HOLDING PENS come slowly into view... INSIDE THE
PENS ARE HUNDREDS OF APES, MURMURING helplessly...

THE EXODUS HAS BEEN CAPTURED.

Caesar stumbles back from the edge, overwhelmed, in shock...
He turns in panic to the bound apes -- suddenly recognizing
SPEAR among them. He rushes to Spear's side.

Spear looks like he's near death, his head sagging. Caesar
lifts Spear's face in both hands -- Spear's eyes slowly open;
as they focus on Caesar, he can't believe what he's seeing.

Caesar yanks the bayonet off his rifle, quickly cuts Spear
down. Spear slumps to his knees -- Caesar crouches to steady
him as Spear struggles to sign, still stunned to see him.

                    CAESAR
          What happened?




                                                  (CONTINUED)
                                                            51.
CONTINUED:

                       SPEAR
             [They came out of nowhere, attacked us...
             We were sure they would kill us all --
             but the Colonel stopped them!]

Caesar stares at him, surprised --

                       SPEAR (CONT'D)
             [There was madness in his eyes! He said
             they would use us, before we died.]

                       CAESAR
             Use you...?

                       SPEAR
             [They've been forcing us to work!]

Caesar turns to look below -- when Spear suddenly gives out,
collapsing. Caesar quickly turns -- seeing brutal LASH MARKS
across Spear's back. Horrified, Caesar lifts Spear up,
holding him in his arms.

                       CAESAR
             What... kind of work...?

But Spear struggles for consciousness, his eyes fluttering
closed... He begins to collapse -- Caesar is stricken:

                       CAESAR (CONT'D)
             Wait -- my little son -- is he here...?

But Spear just falls to the ground, Caesar watches aghast --
when an APE FOOT steps right beside him -- Caesar turns,
startled -- looks up to see --

RED standing ominously right above him! The BUTT OF RED'S
RIFLE comes SLAMMING DOWN into us -- and we SMASH TO --

BLACKNESS

HOLD for a long moment. Hear the echoing sound of WATER
SLOWLY DRIPPING. Then HARD CUT TO --

SUPER TIGHT ON CAESAR'S EYES

as they wince open, disoriented, in pain, his face pressed to
the ground... A SHAFT OF HARSH LIGHT blasts down from above.
Water drops splatter around him.

Caesar peers around, struggling to get his bearings, his POV
drifting in and out of focus: he finds TRACKS embedded in the
ground, a rusted-out TRAIN ENGINE in the shadows. The place
was a depot of some kind.


                                                       (CONTINUED)
                                                             52.
CONTINUED:

He glances up at the cavernous, curved ceiling; sodium vapor
security lamps shine in through a rip, which leaks melting
snow. And then he notices --

AN OUT OF FOCUS FIGURE LOOMING IN THE DARKNESS

a few feet away: it's PREACHER, tensely holding his crossbow,
looking unsettled as he stands guard... when an unseen VOICE
comes quietly from the shadows as WET FOOTSTEPS approach:

                       THE COLONEL (O.S.)
             Grant and Lee... Wellington and
             Napoleon...

A SHAPE finally enters the light: it's THE COLONEL, who
studies Caesar inscrutably:

                        THE COLONEL (CONT'D)
             Custer... and Sitting Bull.
                 (then)
             You're probably not much of a reader.
             But this is... this is a big moment.
             This is... beyond... historic.

Caesar glares up at him, rage welling...

                        THE COLONEL (CONT'D)
             Where were you...?
                 (then)
             We came upon your herd... we got lucky.
             But I was surprised. You weren't with
             them.

They stare at each other an intense beat... Caesar crawls
menacingly toward him -- but is instantly YANKED BACK HARD.

GASPING, Caesar reaches for his throat to discover his wrists
are shackled and his neck is CHAINED by a NECK COLLAR...
Writhing, he turns to see RED cruelly gripping the end of the
chain. Preacher takes a step closer, levelling his crossbow
threateningly; Caesar's eyes lock with his. The Colonel
watches their stare-down:

                       THE COLONEL (CONT'D)
             I hope you don't come to regret sparing
             his life. He's quite a good shot.

The Colonel just watches Caesar a beat; beneath the chilling
stillness of his eyes we sense something dangerous, damaged.

                       THE COLONEL (CONT'D)
             Have you finally come to save your apes?



                                                        (CONTINUED)
                                                          53.
CONTINUED: (2)

                     CAESAR
              (still in pain, seething)
          I... didn't know they were here.
              (then)
          I came for you.

The Colonel searches Caesar's ferocious expression,
surprised, something dawning on him for the first time:

                    THE COLONEL
          I see... I kill somebody close to you
          that night...?

Caesar looks him right in the eye, unblinking...

                    CAESAR
          My... family.

The Colonel stares down, some mysterious nerve jolted inside
him. He comes closer, stands right above Caesar, looking at
him for a long beat, something about this revelation churning
in his mind; Red cautiously tightens his grip on the chain.

                       THE COLONEL
          I'm sorry.     I was there to kill you.

Caesar just glares up at him, the Colonel so close... Struck,
the Colonel inches even closer:

                    THE COLONEL (CONT'D)
          My God, look at your eyes... they're
          almost human...
              (a long beat; then)
          How did you know I was here?

                    CAESAR
          I was told you were coming... That
          others would be joining you here.

                    THE COLONEL
              (a cryptic beat)
          Joining me...?

                    CAESAR
          To finish us off... for good.

                    THE COLONEL
              (he smiles)
          Who told you that?

But Caesar won't answer. The Colonel just stares at him,
then turns to Red and NODS:



                                                    (CONTINUED)
                                                        54.
CONTINUED: (3)

                    THE COLONEL (CONT'D)
          Ok, let's go.

Red quickly responds --

                    RED
          Ok -- ok, Kerna...!

Red YANKS Caesar roughly to his feet; Caesar struggles,
CHOKING -- as Preacher moves in too -- and we HARD CUT TO:

EXT. PRISON CAMP - YARD - TRACKING SHOT - NIGHT

MOVING with the Colonel, Red, and Preacher as they march
Caesar into the frozen, desolate yard; Caesar steals a glance
back at a CORRODED SIGN over the hangar: CA STATE BORDER
QUARANTINE DETENTION AND RELOCATION CENTER, PROCESSING DEPOT

As they walk along train tracks, Caesar turns forward, SEES
SOLDIERS huddled around fires in front of temporary barracks,
killing time -- they stare up at him menacingly -- up ahead --

A PAIR OF GUARD TOWERS LOOM

More HAND-PAINTED SLOGANS hang on signs, recalling the cult-
like vibe of the base camp. Armed GUARDS stare down as they
pass, straightening tensely at the sight of the Colonel --

                    TOWER GUARD
          Evening, Colonel!

                    THE COLONEL
              (not even looking at him)
          Any more trouble tonight?

                    TOWER GUARD
              (eager to please)
          No, sir -- not anymore --

He gestures, and Caesar follows it to the LINE OF TWELVE APES
bound to the Xs on the granite shelf above. The Colonel
finally glances up at the Guard, eyes fixing critically --

                    THE COLONEL
          You could use a haircut there, son.
              (seeing the other guard)
          You too, soldier.

                    BOTH TOWER GUARDS
          Sir, yessir!

Red jerks Caesar's head back in line as they start to pass --



                                                  (CONTINUED)
                                                           55.
CONTINUED:

HOLDING PENS ON EITHER SIDE OF THEM

Caesar looks into one of the pens... to see MASSES of CHAIN-
GANGED APES peering out mutely, shocked to see him. Caesar
stares back at them with tortured empathy -- when to his
surprise -- a change comes over their faces, and many begin
to avert their eyes... a sense they feel betrayed by him...

Stunned, Caesar marches on, devastated by the dawning
realization his apes have lost faith in him -- when PLAINTIVE
SHRIEKS suddenly seize his attention --

He quickly turns to the other pen... it is filled with APE
CHILDREN... they gaze helplessly at him -- when, suddenly,
one presses through to the fence, pushing his way past the
others, terrified as he tries to keep pace with Caesar;
Caesar is overcome by the sight of HIS SHRIEKING SON.

Caesar nervously glances at the Colonel, worried he'll
notice; he turns back to his son, shaking his head urgently,
trying to quiet him --

-- when the Colonel starts to turn... Seeing this, Caesar
has no choice -- he quickly turns away from his own child...

HOLD ON CORNELIUS, watching his father walk away --

THE DOOR TO THE ADULT APE PEN

swings open as the group arrives; Caesar peers in at the
hordes of prisoners --

The Colonel nods, and Red HURLS Caesar violently to the
ground, grabbing his leg HARD and shackling Caesar to the
others.

Red returns the key to Preacher -- Caesar staring up at the
Colonel, who watches an eerie moment longer, then heads off.
The others follow.

TIGHT ON CAESAR; he looks up at the ape prisoners... They all
stare at him coldly, and then turn their backs on him.
Caesar lifts his head, stunned... as ANOTHER GROUP turns
away... and ANOTHER. A quiet ape sound makes Caesar turn --
he finds LAKE in their midst, gazing back consolingly:

                       LAKE
             [Forgive them. We've been through much.]

Caesar nods, shell-shocked, reeling...   Finally, he speaks,
quietly devastated:




                                                    (CONTINUED)
                                                          56.
CONTINUED:

                       CAESAR
             I will find some way to get us out of
             here. I promise...

                       LAKE
                 (shakes her head, grim)
             [You don't know what this place is like.]

The sound of crying makes Caesar turn; he looks at the pen
across the way, where little Cornelius is pressed to the
bars, helplessly reaching his arm out toward Caesar:

                       CORNELIUS
             [Father...!]

As Caesar gapes back, heartbroken, guilt-stricken, we CUT TO:

EXT. WIDE VISTA AT THE BASE OF THE MOUNTAIN LANDSCAPE - DAWN

We see the camp in the distance, nestled at the foot of the
mountains; a dilapidated barrier wall stretches out from the
front of it in both directions as far as the eye can see.

INT. ADULT APE PEN - MOVING SHOT - DAWN

TRAVELING OVER THE SLEEPING APES, chained on the icy
ground... we hear the sound of DISTANT MARCHING, when a LONE
HUMAN VOICE BEGINS SINGING out hauntingly across the yard in
a militaristic gospel tone:

                       EXECUTIVE OFFICER (O.S.)
             Hu-uh-left... Left-right-left...

THE CAMERA ARRIVES AT CAESAR, who stirs, his eyes opening as
the SINGING CONTINUES. PUSH IN on Caesar, confused, as apes
around him start to wake up as well, a palpable anxiety
spreading... he looks at Ape Elder who shakes his head, grim.

Caesar turns at the building sound of at least THREE HUNDRED
SOLDIERS MARCHING in formation outside the APE PENS; he
rises, anxiously scans the rigid faces, intensity burning in
their eyes as they march past the frightened, caged apes.

As the SINGING STOPS, the soldiers abruptly halt, turning
about face, eyes fixed upward; Caesar follows the gazes to --

THE EMPTY WARDEN'S TOWER BALCONY

the "A" FLAG waving just below it. Chilled, Caesar watches
as the soldiers all hold in fervent SALUTE, and the X.O.
cries out, leading a MARINES-STYLE CALL-AND-RESPONSE:




                                                     (CONTINUED)
                                                           57.
CONTINUED:

                         EXECUTIVE OFFICER (CONT'D)
             Blood...!

                       SOLDIERS
             MAKES THE GRASS GROW!!

                         EXECUTIVE OFFICER
             We...!

                       SOLDIERS
             MAKE THE BLOOD FLOW!!

                       EXECUTIVE OFFICER
             We are the beginning...!

                       SOLDIERS
             AND THE END!!

Caesar stares, unnerved, as the Soldiers' call-and-response
crescendos in OMINOUS CHANTS OF "OO-RAH!" as they gaze up at
the tower, where finally... THE COLONEL SLOWLY EMERGES; he's
shirtless, despite the cold, not fully dressed yet -- he
stares down at the assembled troops, casually shaving the
back of his head with a straight razor as chants ROAR below.

A shrill chorus of ARMY WHISTLES suddenly breaks out --

Caesar quickly turns to see the soldiers moving for the pens;
as the doors unlock, ARMED SOLDIERS enter and Red and the
TURNCOATS storm in, forcing the lines of chained apes to
their feet and into the yard with WHIPS -- it's terrifying.

CLOSE ON THE COLONEL

watching the brutality; he stops shaving a moment, calmly
pulls a FLASK from his hip, and takes a slow drink; then he
disappears into the tower again.

                                                         CUT TO:

CAESAR

MARCHING gravely with hordes of apes across the snowy yard...
ARMED SOLDIERS pace menacingly atop FUEL TANKER RAILCARS
along the side of the camp, keeping watch over the prisoners.
Caesar slows, suddenly struck by what's LOOMING up ahead --

THE EXTREMELY HIGH BARRIER WALL

that seals in the front of the camp; it's unlike anything
we've ever seen. Part of it is man-made, cracked slabs of
weathered concrete erected side by side years ago; but a vast
section, growing right out of the original wall, is ape-made.


                                                      (CONTINUED)
                                                           58.
CONTINUED:

Massive tree-trunks have been fastened in a primitive but
elaborate framework, into which huge stones are being set,
one by one. The apes have been rebuilding the crumbling wall.

As Caesar moves closer, his eyes are drawn to an old slab of
cement, still standing in the midst of the ape construction.
On it, "A" is painted in HUGE BLOOD RED GRAFFITI SCRAWL;
next to this drip the words: "HUMANITY'S LAST STAND".
Caesar stares at the words, chilled... as we CUT TO:

EXT. THE WALL - DAY

Caesar labors, just another slave in the sea of apes passing
brutally heavy boulders to be laid into the growing wall, as
Soldiers keep GUNS trained on them. Caesar squints out at
even more apes perched dangerously on the rock shelf above
the tanker cars, quarrying for the stones.

Beside him, Lake heaves another boulder; Caesar peers past
her at the apes around them; they look WEARY, GAUNT; on the
framework above, EXHAUSTED apes -- Ape Elder among them --
battle to lift boulders on ropes. Lake sees the anguish on
Caesar's face as he takes in the suffering, she signs:

                       LAKE
             [We haven't had food or water since we
             got here...]

Stunned, anger fills his face; he glares up at the structure:

                       CAESAR
             [Why do they need a wall...?]

Lake looks back at him, shaking her head: I don't know --
when Caesar sees --

THE COLONEL arriving at the work site; his Soldiers nervously
address him as his eyes roam the wall, surveying the progress
-- then fix on Caesar -- when suddenly a SOLDIER CRIES OUT:

                           BOYLE (O.S.)
             HEY!   HEY!

The Colonel turns to the commotion -- Caesar turns too -- to
find Ape Elder struggling high up on the framework, dizzy
with fatigue, losing grip on his rope as Soldiers and
Turncoat Apes watch with alarm from below --

-- when he COLLAPSES, the rope ripping from his fingers --
the rock CRASHES into the framing, KNOCKING DOWN a big
section of the stone wall in a violent chain reaction!




                                                      (CONTINUED)
                                                        59.
CONTINUED:

Furious, Boyle spins to one of the Turncoats -- Red. Caesar
watches as he orders Red to punish Ape Elder; Red and the
other turncoats pull the feeble ape from the rubble and drag
him into the yard, in full sight of the Colonel, where Red
dutifully begins to WHIP the old ape...!

Startled, Caesar looks at the Colonel, who watches the
beating, unmoved -- then back to the helpless old chimp --

ON CAESAR

as he steps slowly forward in horror, pained by the
excruciating sight -- the apes in his line follow, affected
too... Caesar pulls himself up onto one of the tree trunks
in the framework, stepping into a CLOSE UP, his rage starting
to boil... until finally, unable to bear it, he ERUPTS:

                       CAESAR
             LEAVE HIM!!!

Heads turn, everyone stopping dead in their tracks as
CAESAR'S BOOMING VOICE ECHOES across the yard... Even Red
goes still, turning with the others to SEE --

CAESAR UP ON THE FRAMEWORK

GLARING back defiantly; then, he turns slowly to the Colonel,
fury in his eyes, no concern for his own safety...

For a moment, the yard is suspended in TOTAL SILENCE as
Caesar and the Colonel lock eyes -- when, one by one, the
APES START TO CHANT...

Low and guttural at first... then RISING INTO A DEAFENING
CHORUS OF REBELLIOUS HOOTS AND SHRIEKS -- as they defiantly
DROP THE STONES AND TOOLS to the ground!

Surprised, Caesar turns... stunned by what he has started...
he peers around at the apes, to find them all gazing at him
in solidarity as they chant...

CLOSE ON APE ELDER still on his knees, clutching his wounds,
watching in awe as the protest reaches a fever pitch...

The Soldiers are at a loss as to how to restore order -- they
turn to the Colonel who just stares ominously at Caesar...

Eyes fearfully on the Colonel, a SOLDIER FRANTICALLY GESTURES
across the chaos to Red and the Turncoats: get him!

CAESAR




                                                  (CONTINUED)
                                                        60.
CONTINUED: (2)

turns as Turncoats and Soldiers approach (Preacher among
them); unafraid, Caesar steps down to meet them -- his chain
gang CHANTING protectively -- when the Turncoats GRAB Caesar!
The Soldiers anxiously hold the others in check with their
weapons -- as the roar of the crowd grows even LOUDER --

Caesar glares as Preacher nervously unclips his keys from his
belt, tosses them to Red, who unshackles him...

THE COLONEL

watches as Caesar is marched into the yard, and thrust onto
his knees beside Ape Elder. The Colonel considers Caesar;
then, eyes still on him, gestures calmly to the Turncoats --

The Turncoats tighten their grip on Caesar's arms -- and Red
suddenly WHIPS Caesar's back with a VICIOUS SNAP!

The APES' CHANTING SUDDENLY FALTERS as --

Caesar WINCES -- but he refuses to break eye-contact with the
Colonel, who stares back, a battle of wills...

The Colonel nods; and Red LASHES Caesar again!

Spirits broken, the apes go SILENT; beside Caesar, Ape Elder
drops his eyes.

Red looks to the Colonel, lowering his switch -- but the
Colonel's eyes remain fixed on Caesar's, the two leaders just
staring at each other, neither giving in...

And then the Colonel NODS to Red again. Surprised, Red
hesitates -- then, LASHES Caesar once more, the CRACK echoing
through the silent camp. The Colonel coldly nods again; even
Red is shaken by the Colonel's relentlessness. Red slowly
lifts his whip again -- and --

WHAP! Caesar finally DROPS HIS HEAD, broken by the pain.
GASPS ripple through the apes. The Colonel nods to the
Turncoats, who release Caesar; he crumples to the ground.

                     THE COLONEL
          ...Ok.   Back to work.

The SOLDIERS YELL for the apes to get back to work; but the
apes just stare at Caesar, worried, as he lies on the ground.

Caesar finally lifts his head, his face now smeared in MUD;
he looks at the apes, then glowers back at the Colonel,
fiercely gritting his teeth:




                                                  (CONTINUED)
                                                          61.
CONTINUED: (3)

                       CAESAR
             Apes need food. Water.

The Colonel glances at the apes, then back at Caesar:

                         THE COLONEL
             Please.    Tell them to work.

                       CAESAR
                 (simmering)
             Give them food and wat--

-- without   warning the Colonel suddenly pulls his sidearm and
shoots Ape   Elder dead right beside Caesar, then immediately
places the   gun against Caesar's temple -- the speed and
efficiency   of the action is utterly chilling.

Caesar gapes in shock as terror ripples through the apes.

                        THE COLONEL
                 (an eerie calm)
             Tell them.

Caesar stares silently at him, unflinching, trembling with
rage -- as the Colonel SLOWLY COUNTS DOWN:

                         THE COLONEL (CONT'D)
             Five...    Four...

He tightens his finger on the trigger; but Caesar remains
stoic, willing to die...

                        THE COLONEL (CONT'D)
             Three...   Two...

And suddenly an APE by the wall quickly reaches out and picks
up one of the boulders, desperate to save Caesar's life --

It's LAKE. The Colonel pauses at the sight, gun still
raised... Caesar turns to see her, surprised...

And then ANOTHER APE picks up a boulder. Then another...
Caesar watches, distraught, as more and more apes pick up
stones and tools. The Colonel finally lowers his gun.
Caesar glares back at him bitterly.

                       THE COLONEL (CONT'D)
                 (turns to Red)
             String him up, donkey.

And the Colonel heads off; Preacher stares down at Caesar
with pity as Red moves in... CUT TO:
                                                          62.


A HIGH-ANGLE BINOCULAR POV OF CAESAR BEING TIED TO AN X

The X has been erected atop a platform on the tracks in the
center of the yard, for all to see; Red binds him up as
Preacher stands guard... As the POV starts to drop, REVEAL --

MAURICE - HIDDEN ON A CLIFF'S EDGE

Lowering the binoculars, in utter shock; lying beside him are
Rocket and Bad Ape, eyes glued to his expression. Maurice
hands Rocket the binoculars to see for himself --

                    BAD APE
              (warning them, fearful)
          Bad place...

But the apes ignore him. He turns to the Girl on Maurice's
back, looking for anyone who'll listen:

                    BAD APE (CONT'D)
          Bad, bad place.

She just stares at him, blank-faced.

Peering through the glasses, Rocket makes a low anguished
grunt. Bad Ape turns anxiously:

                      BAD APE (CONT'D)
          What?    What you see...?

THROUGH THE BINOCULARS

Rocket sees Caesar on the X, face covered in mud; the POV
WHIPS to the MASSES OF CHAINED APES at the wall.

ROCKET sets the glasses down, turns to Maurice, overwhelmed:

                    ROCKET
          [Must save them! But how?]

                    MAURICE
          [Must think! What would Caesar do?]

                      BAD APE
          Oh no!

They look over to see Bad Ape squinting into the binoculars --

                    BAD APE (CONT'D)
              (horrified)
          Why so small?




                                                  (CONTINUED)
                                                            63.
CONTINUED:

He lowers the glasses to look at them, appalled. They just
stare at him. Then Rocket reaches out and flips the
binoculars the right way around, hands them back. Bad Ape
looks at him, confused. He peers through again.

                       BAD APE (CONT'D)
                 (finally seeing the crisis
                  below)
             Ohhhh...

ON THE PLATFORM

Red finishes roughly binding Caesar, who looks haggard.

                       PREACHER
             Alright -- that's good.

Red turns. Preacher jerks his head: go. Red takes a last
menacing look at Caesar, then starts down the platform.
Preacher watches him go... then turns back to Caesar;
he hesitates... then lowers his voice, hurriedly confiding:

                       PREACHER (CONT'D)
             Look, I owe you one, so let me set you
             straight here, ok? I think he respects
             you, he does... that's why you're still
             alive. But believe me, he can do a lot
             worse than this. I've seen it.
                 (haunted, almost a whisper)
             You do not want to agitate the man.
             Understand? So just...

He gestures with his hand: back off. Disturbed, Caesar holds
his gaze; then watches as Preacher descends the platform...

                                                          CUT TO:

BEHIND CAESAR HANGING LIMPLY ON THE X - NIGHT

We're looking out past Caesar over the camp, as exhausted
apes are herded away from the wall, the work day over... A
diesel GENERATOR COUGHS to life, HARSH LIGHTS blinking on.

Caesar squints into the glare, weary -- when the SOUND OF
SOLDIERS makes him look below -- at a group approaching from
the rear of the camp, rolling ominous-looking ARTILLERY;
suddenly concerned, he watches them head toward the apes...

...the fraught apes look alarmed as they see the weapons and
Soldiers coming their way -- then Caesar discovers even more
Soldiers with MASSIVE MACHINE GUNS by the wall. Unnerved, he
sees them hoisting the guns up to the sentry towers... where
others position them on tripods; but then Caesar NOTICES --


                                                       (CONTINUED)
                                                          64.
CONTINUED:

All the weapons are POINTED OUTWARD, BEYOND THE CAMP...

Caesar is relieved; he stares at the weapons, perplexed --
when he hears FOOTSTEPS; he turns to see --

RED climbing the platform toward him, gripping a long MACHETE
with a look of cruel satisfaction... Startled, Caesar
tenses; he peers around anxiously to FIND --

THE COLONEL eerily watching from the warden tower window...

Chilled, Caesar turns back, bracing for the worst, as Red
stops before him... He looks at the knife, then meets Red's
cold gaze. Steeling himself, he hardens, his voice hoarse:

                       CAESAR
             What did the Colonel promise you? You
             really think he will let you live...
             after we are gone?

Red just stares, contempt in his eyes.

                        CAESAR (CONT'D)
             No matter what you do... you'll never be
             one of them.
                 (then)
             You let them call you "donkey"...
             You are ape.

Red raises his knife, examining it in his hands; he runs his
fingers along the edge... Then looks at Caesar, sneers:

                       RED
             Koba right. You think you know better...
             than rest of apes. But look you now.
                 (his expression darkens)
             You nothing.

Red SUDDENLY LIFTS THE MACHETE -- Caesar's eyes widen as RED
SWINGS DOWN AT HIM VICIOUSLY -- THWAP!!! THE BLADE SINKS
INTO THE WOOD, AN INCH FROM CAESAR'S WRIST, HACKING THROUGH
THE ROPE -- ! Caesar turns to Red in shock, as his arm is
set free.

                       RED (CONT'D)
                 (menacing, quiet)
             Kerna... want see you.

Caesar looks back up at the tower window where the Colonel
remains staring a moment longer; then turns, and disappears.

                                                        CUT TO:
                                                            65.


BLACKNESS

Then a DOOR IS OPENED, REVEALING -- we are --

INT. WARDEN'S TOWER - NIGHT

The Colonel stands with his back to us, leaning on a map-
covered table in the former window-lined control center,
smoke rises from sage and grass smudge burning in a tin bowl.

CAESAR, PREACHER AND RED ENTER

approaching the Colonel, who still doesn't acknowledge them;
as searchlights outside sweep through, Caesar catches a brief
glimpse of a room just off the control center -- it looks
almost like a sanctum; light passes over APE SKULLS... the
word "HISTORY" scrawled on a wall... then the room goes dark
again. Caesar looks unsettled -- his gaze returning to the
Colonel, and noticing for the first time painful looking
BRAND SCARS on the back of his hands: one Alpha, one Omega.

The Colonel finally speaks, eyes still on the map:

                      THE COLONEL
            Interfere with the work again, and I'll
            begin slaughtering the apes, one by one.
            Understand? I need that wall.

He looks up coldly at Caesar, then nods at Preacher: that's
all -- they start to lead Caesar out, but he won't go yet --

                      CAESAR
            Apes... need food... water.

                      THE COLONEL
                (eyes on the map)
            They'll get food and water when they
            finish the work.

                      CAESAR
            Give them food and water... or they will
            not be able to finish.

The Colonel looks up, amused by Caesar's audacity.

                       THE COLONEL
            You know you're very emotional.
                (then)
            What makes you think you're in a position
            to make demands?

Caesar doesn't reply. The Colonel turns back to the map --
Preacher nervously tugs again on Caesar's chain --


                                                       (CONTINUED)
                                                             66.
CONTINUED:

                        PREACHER
             C'mon --

But Caesar stands firm, eyes fixed on the Colonel:

                       CAESAR
             The soldiers who are coming here... are
             not coming to join you, are they?

The Colonel slowly looks up, smiles, suddenly intrigued -- as
Red warily tightens his grip on Caesar's chain...

                       CAESAR (CONT'D)
             I saw men outside by the wall...
             preparing for battle...

The Colonel studies him, surprised:

                       THE COLONEL
             I was told you were smart, but... that's
             impressive.

He stares at Caesar a moment; then finally:

                        THE COLONEL (CONT'D)
             No.   They won't be joining me.

                       CAESAR
             They are against you?

                       THE COLONEL
             They... fear me.

                        CAESAR
             Why...?

The Colonel just looks at him, silent.

                       CAESAR (CONT'D)
             Because you kill your own men?

Preacher tenses; The Colonel holds Caesar's gaze, stunned...

                        CAESAR (CONT'D)
             We found bodies.
                 (then)
             Something wrong... with these men.

The Colonel shakes his head in awe:

                       THE COLONEL
             Jesus Christ... you are impressive.
                 (then, almost enjoying this)
                       (MORE)

                                                        (CONTINUED)
                                                           67.
CONTINUED: (2)
                    THE COLONEL (CONT'D)
          Well, you paint quite a picture.     What
          you must think of me.

                    CAESAR
          I think... you have no mercy.

The Colonel goes still, a deep nerve struck.    He DARKENS:

                    THE COLONEL
          You came here to kill me.   Were you going
          to show me mercy?

                    CAESAR
          I showed you mercy... when I spared your
          men. I offered you peace. And you
          killed my family.

                    THE COLONEL
              (low, with contempt)
          Mercy. Do you have any idea what your
          mercy would do to us?

Caesar stares warily, confused by the simmering rage he seems
to have provoked in the Colonel.

                    THE COLONEL (CONT'D)
          You're much stronger than we are. And
          you're smart as hell. No matter what you
          say, you'd eventually replace us, that's
          the law of Nature. The irony is, we
          created you. We tried to defy Nature,
          bend it to our will. And Nature's been
          punishing us for our arrogance ever
          since. Testing us. Even now.

Caesar searches the Colonel's ominous expression...     Then:

                    THE COLONEL (CONT'D)
          Ten months ago, we sent out recon units
          to look for your base. They found
          nothing. My own son was a soldier with
          one of the groups. One day he suddenly
          stopped speaking. He became...
          primitive. Like an animal. They
          contacted me, said they thought he lost
          his mind, that the war was too much for
          him. But then the man caring for him
          stopped speaking too. Their medic had a
          theory, before he stopped speaking. That
          the virus that almost wiped us out -- the
          virus every human survivor still carries
          - had suddenly changed... Mutated.
              (peers at Caesar)
                    (MORE)

                                                      (CONTINUED)
                                                          68.
CONTINUED: (3)
                    THE COLONEL (CONT'D)
          And if it spread, it would destroy
          humanity for good this time. Not by
          killing us... but by robbing us of the
          things that make us human. Our speech,
          our higher thinking... It would turn us
          into beasts... not unlike what you all
          used to be. You talk about mercy...?
          What would you have done?

Caesar stares back, unnerved, challenged... he has no answer.

                    THE COLONEL (CONT'D)
          Well, it was a moment of clarity for me.
          I realized I would have to sacrifice my
          only son, so that humanity could be
          saved. I held that gun in my hand, and I
          pointed it at my only child.
              (emotion in his eyes as he
               remembers)
          He looked at me with trust in his eyes,
          all he had left in his primitive gaze.
          And I pulled the trigger. It purified
          me. It made my purpose clear.

His eyes finally return to Caesar's, who looks stunned.

                    THE COLONEL (CONT'D)
          I gave orders to kill the other infected,
          all of them, and anyone who might've been
          in direct contact, even if they showed no
          symptoms. We burned their belongings,
          anything that might spread contamination.
          Some of the men questioned my judgment.
          I was asking them to do what I had done:
          to sacrifice their families... their
          friends. They refused. So I had them
          killed too.
              (growing darker)
          Others with children deserted into the
          woods. One of those cowards fled to my
          superiors up north. They sent officers
          down to restrain me. They tried to
          convince me this plague could be dealt
          with medically, that up there they were
          already looking for a cure. That's when
          I realized: they had learned nothing from
          our past.

                    CAESAR
              (harrowed)
          You killed them too...?




                                                    (CONTINUED)
                                                          69.
CONTINUED: (4)

                    THE COLONEL
          What did I do, Preacher?

                    PREACHER
              (a beat, quietly)
          You severed their heads, sir.

                    THE COLONEL
          Except for the one I spared, so he could
          return to deliver a message: if they
          wanted to relieve me of my command,
          they'd have to meet me here, and do it
          themselves.

Caesar stares, his eyes questioning what the Colonel means --

                    THE COLONEL (CONT'D)
          This place used to be a weapons depot.
          They turned it into a relocation camp
          when the crisis was just beginning. But
          the weapons are all still here, inside
          that mountain.
              (a beat)
          This is a holy war. All of human history
          has led to this moment. And if we lose,
          we'll be the last of our kind. It will
          be a planet of apes. And we'll become
          your cattle.

Caesar just stares, unsettled; they hold each other's eyes...

                    THE COLONEL (CONT'D)
          Look at you. You think I'm sick, don't
          you.

                    CAESAR
          How many... will be coming?

                    THE COLONEL
          Probably all of them. Don't get any
          ideas -- only thing they fear more than
          me is you apes. They never questioned my
          methods when it came to you.

He moves closer, looking at Caesar's face, his tone quieter:

                    THE COLONEL (CONT'D)
          I didn't mean to kill your son...

Caesar remains totally still as the Colonel studies him...
The Colonel's nearness is almost too much to bear...




                                                     (CONTINUED)
                                                          70.
CONTINUED: (5)

                    THE COLONEL (CONT'D)
              (leaning in even closer)
          But if his destiny was to inherit your
          unholy kingdom... then I'm glad I did.

A sudden rage surges behind Caesar's eyes -- HE LUNGES -- !
The Colonel LEAPS BACKWARD -- Caesar's fingers GROPING FOR
HIS THROAT as he SCRAMBLES out of reach JUST IN TIME -- Red
SUDDENLY SEIZES CAESAR'S CHAIN -- WRENCHING CAESAR BACK HARD!

The Colonel HITS the floor, FLASK tumbling from his jacket --
Panicked, FURIOUSLY LEVELS HIS CROSSBOW -- SCREAMING --

                    PREACHER
          HEY -- HEY-HEY-HEY!!!

CAESAR SEETHES, raging in vain against the restraint --

In shock, the Colonel gathers himself, picks up the flask,
self-consciously pocketing it as he stands, backing away --
he touches the side of his neck to find Caesar nicked him.
He looks at the BLOOD on his fingers with a rush, smiling
breathlessly as Caesar strains, CHOKING in Red's grasp:

                    THE COLONEL
          So emotional!

The Colonel watches, smile fading as Caesar finally relents:

                    THE COLONEL (CONT'D)
          I can see how conflicted you are. You're
          confused in your purpose. You're angry
          at me because of something I did that was
          an act of war. But you're taking this
          all much too personally.

Preacher watches as The Colonel steps forward, venturing
closer to Caesar, seemingly unconcerned for his safety...

                      PREACHER
          ...sir --

The Colonel holds up his hand to silence Preacher as he stops
right in front of Caesar again, eye to eye... Caesar burns,
tortured by the agonizing effort to restrain his rage...

                    THE COLONEL
          What do you think my men would've done to
          your apes... if you had killed me?

Caesar looks up at the Colonel. The Colonel holds Caesar's
angry stare as he starts slowly forward:



                                                   (CONTINUED)
                                                           71.
CONTINUED: (6)

                    THE COLONEL (CONT'D)
          Or is killing me more important...?

The Colonel lingers tauntingly... finally, he turns to
Preacher -- and as Preacher and Red move in, we --

                                                         CUT TO:

PREACHER AND RED MARCHING CAESAR OUT OF THE DEPOT - NIGHT

They head for the yard -- Preacher utters quietly, shaken:

                    PREACHER
          Didn't I tell you not to agitate him?
          That was not smart, man...

Caesar glances at Preacher, then at Red behind them; he turns
forward, speaks softly to Preacher, a hint of sympathy:

                    CAESAR
          If this battle is coming... you should
          leave, while you still can.

Preacher turns to him; then abruptly stops:

                       PREACHER
          Leave?     What are you talking about?

                    CAESAR
          You are not like him.

Preacher looks at Caesar, taken aback -- maybe even offended:

                     PREACHER
          He was right, you do think he's sick,
          don't you? You're just like them. He's
          not crazy. The world's gone crazy. And
          he's the only one with the vision to get
          us through this. The Colonel's a great
          man. He sacrificed everything for us.
          You can't judge him. Who are you to
          judge him?
              (darkening)
          I was trying to give you a heads up, keep
          you out of his way, I don't even know
          why. But if you think you and I have
          some kind of relationship -- that you're
          gonna give me, what, advice? You can
          disavow yourself of that notion right
          fucking now.

Caesar is stunned.    Preacher raises his crossbow:



                                                      (CONTINUED)
                                                         72.
CONTINUED:

                       PREACHER (CONT'D)
             C'mon, kong.

He glances back, nodding to Red O.S., and we --

                                                        CUT TO:

HAND-HELD BINOCULAR POV AS RED SHOVES CAESAR FORWARD

Snow drifts down around them as they march Caesar through the
yard, past the soldiers' barracks, LIGHTS inside GOING OUT
one by one... REVEAL --

ON THE CLIFFS JUST ABOVE THE CAMP - NIGHT

Concealed behind boulders, Rocket LOWERING THE BINOCULARS,
gravely SCOPING OUT the camp -- as Maurice, the Girl on his
back, and Bad Ape arrive next to him, climbing down rocks.

                       MAURICE
                 (worried)
             [How is he?]

Rocket shakes his head: not good. He rises, waves for them
to follow him further down the mountain. They start to go...

EXT. YARD - NEAR THE PENS - NIGHT

Caesar waits grimly at the base of the platform, as Red
unshackles his hands; Preacher stands guard, the X looming.

Caesar looks up to discover APES gathered at the bars of
their pen, unseen by Red and Preacher, whose backs are to
them. Their starved faces are etched with worry for Caesar.
He softens, eyes settling on Lake's gentle gaze as Red
continues to unshackle him. Concern fills Lake's eyes:

                       LAKE
             [You look weary.]

Caesar looks back at her, then peers out at the MASS OF
DISPIRITED APE FACES. Determination sets in; he steals a
look at his captors, then signs discreetly to the apes:

                       CAESAR
             [Do not lose hope... Some way, somehow,
             we will finish the journey to our new
             home. I will find a way to get us out of
             here.]

The Apes return moved stares -- when Red hands Preacher back
the key, and Preacher nods for Caesar to climb the platform.



                                                    (CONTINUED)
                                                           73.
CONTINUED:

Lake and the others watch as Caesar, weakened, takes an
exhausted step -- and suddenly STUMBLES, knocking into
Preacher -- who shoves him back, startled --

                        PREACHER
             Get off!

The Apes look scared for Caesar as Red yanks him down.

Recovering, Caesar lifts his head, glancing meaningfully back
at Lake, then rises to his feet...

Confused, Lake watches as Caesar continues up the steps --
when she notices CAESAR'S HAND slipping behind his back -- as
the hand subtly opens, Lake suddenly SEES Caesar is carefully
showing her something --

Preacher's shackle key is now concealed in Caesar's palm, its
small key ring looped slyly around his middle finger.

Lake can't believe her eyes; with dawning hope she turns,
points it out to the others -- their eyes widen, excitement
spreading as they watch him ascend the platform...

EXT. SNOWY CANYON FLOOR OUTSIDE THE PRISON WALL - LATE NIGHT

Rocket leads as the group sneaks along the base of the wall.
They arrive at a spot where the wall has come down, steal a
look around the edge, peering into the camp...

...to see the apes in their pens, Caesar on the X, and
between here and there, SOLDIERS on duty --

-- when suddenly they hear the sound of HOOVES approaching --
as a SOLDIER ON HORSEBACK exits the front gate on patrol,
heading their way -- !

Panicked, THEY DASH ACROSS THE EXPANSE, heading for an
OUTCROPPING OF LARGE ROCKS a hundred feet from the wall --

BEHIND THE ROCKS

The group quickly climbs up, ducking for cover. Rocket and
Maurice urgently confer, peeking out from behind the rocks at
the camp in the distance:

                       MAURICE
             [How will we get in?   Humans everywhere.]

                       ROCKET
                 (undeterred)
             [Must get in somehow...]



                                                      (CONTINUED)
                                                          74.
CONTINUED:

On pins and needles, Bad Ape watches them raptly, trying to
interpret their sign language; he sees the repeated two-
finger-pointing sign for "get in", and the implication
worries him -- he anxiously taps Maurice on the shoulder --

As Maurice turns, Bad Ape tentatively MIMICS THE "GET IN"
SIGN, pointing with his two fingers at the camp:

                        BAD APE
             "In"...?   "In"?

Maurice NODS.    Bad Ape is immediately alarmed:

                       BAD APE (CONT'D)
             No -- no go in -- !

But they ignore him -- Bad Ape persists with panic, shrinking
away from them as he pleads:

                        BAD APE (CONT'D)
             Friends!   Friends! No go in -- no go
             iiii--

Without warning he ABRUPTLY DROPS STRAIGHT OUT OF SIGHT,
disappearing into the ground as it gives way underneath him!

Everyone turns, shocked to see him gone. They scramble to
where he just vanished -- surprised to find him hanging by
his fingertips on the lip of a VERY DEEP HOLE!

Rocket reaches down, grasps his forearm, pulling him out --

                       BAD APE (CONT'D)
                 (overcome with gratitude)
             Thank you, friend -- thank you --

But Rocket ignores him, SEEING SOMETHING in the hole.

Rocket gestures to Maurice, who looks down to DISCOVER...

AN OLD ROPE LADDER staked into one of the dirt sides of the
hole, disappearing into the void below.

Maurice and Rocket share an intense look, intrigued...

EXT. PRISON CAMP - YARD - SUNRISE

CLOSE ON CAESAR'S HAND, BOUND TO THE X -- we glimpse the key
still grasped in his partially open fingers -- when ARMY
WHISTLES shriek through the yard; the fingers stir as we --




                                                     (CONTINUED)
                                                          75.
CONTINUED:

REVEAL Caesar rousing from sleep; he looks frail, almost
faint -- his treatment and starvation taking its toll. He
peers around, sees the apes being CORRALLED from their pens.

He watches as the FIGURE OF THE COLONEL appears at the Warden
Tower window; The Colonel looks down at a SOLDIER awaiting
his command. The Colonel nods; the Soldier SIGNALS and --

TROOPS step forward with WHEELBARROWS and HEAVY PAILS.

Caesar watches confused as the troops spread among the apes,
scooping out HORSE-FEED and setting down PAILS of WATER.

The apes glance at each other, unsure... when one of them
nervously HOLDS OUT HIS HANDS --

A Soldier dumps a mound of the dry grain into his palms, and
the starving ape immediately SCARFS IT DOWN.

The other starving apes instantly rush forward with CUPPED
HANDS -- as others begin to lift pails, DRINKING THIRSTILY.

AT THE PENS, Lake watches amazed.

She looks up AT US, growing emotional, filled with gratitude:

                       LAKE
             [You saved our lives...]

REVERSE ON CAESAR

Stunned. He turns to see Red ascending the platform with a
pail of water. Red pauses before Caesar, turning to The
Colonel, who watches, motionless. Red turns back, raising
the water pail to Caesar's parched mouth. Still at a loss,
Caesar stares at him mistrustfully, but his ravaged body
craves sustenance... Finally he parts his lips --

But Red just POURS THE WATER OUT in front of his face,
DUMPING IT onto the platform.

Caesar hardens, his bloodshot eyes glaring at Red. He turns
to look up at The Colonel, who stands there, still
motionless... then steps away, disappearing from view.

                                                         CUT TO:

BLACK.

With the SOUND OF DIGGING, a THIN BEAM OF LIGHT streaks out
at us through the darkness as STONES TUMBLE FREE; we are --




                                                  (CONTINUED)
                                                           76.
CONTINUED:

INT. TUNNEL - DAY

Maurice holds the scavenged flashlight as he and Rocket
finish clearing RUBBLE; behind them a length of narrow tunnel
recedes. They look around at the area they've cleared... to
SEE --

SEWAGE TUNNELS leading into darkness. The walls are COVERED
IN FADED GRAFFITI. In huge, desperate scrawl they see: "THIS
WAY OUT!!!" alongside a spray-painted arrow pointing up.

                       MAURICE
                 (turns to Rocket)
             [Sick humans must have tried to escape
             underground!]

Rocket nods and as they start to explore deeper, we CUT TO --

ANOTHER ANGLE FAR BEHIND THEM

We see the two apes and the light from their flashlight start
to shrink from view -- REVEAL --

BAD APE

watching from the mouth of the tunnel in the hole they found
last night. He gazes anxiously as they disappear -- when --

We hear SHRILL, DISTANT WHISTLES blowing -- Bad Ape turns to
see -- THE GIRL CLIMBING the rope ladder toward the sound --

Bad Ape rushes to the ladder, calling up to her, alarmed --

                       BAD APE
             No no no -- no climb -- !

But she continues, climbing out the top... Bad Ape clutches
his head, torn about what to do; then reluctantly starts up --

AT THE TOP OF THE HOLE

Bad Ape pokes his head up... to find the Girl heading away --

ON THE GIRL

as she heads toward the edge of the rocks, drawn by something
she sees in the distance --

                        BAD APE (O.S.)
             No, no!   Where you go?!




                                                      (CONTINUED)
                                                          77.
CONTINUED:

He appears, running after her.. He finds her SQUINTING out at
something past the rocks... He follows her stare to ONE OF
THE OPENINGS in the massive wall. He whispers to her:

                        BAD APE (CONT'D)
             What?   What you see...?

INT. TUNNEL - DAY

Maurice and Rocket head down the tunnel --

                       ROCKET
             [Must be under the camp by now!]

They stop in a cavernous concrete hub where the sewage
tunnels converge --

                       MAURICE
             [Wonder how close we are... to where
             soldiers keep apes?]

He lifts his flashlight to the ceiling; they both look up --

                                                         CUT TO:

A LOW ANGLE SHOT ALONG THE PRISON TRAIN TRACKS - DAY

Apes work on the wall in the distance, some HOISTING heavy BM-
12 ROCKET LAUNCHERS into place above -- when -- we HEAR a
QUIET RUSTLING sound -- which continues as we PULL FOCUS to
the train rail in front of us, and begin PUSHING TOWARD IT...

As we clear over the rail, we TIP DOWN to see the BALLAST
GRAVEL under the tracks STARTING TO MOVE... The stones
SHUDDER, and suddenly begin to FUNNEL DOWNWARD as we CUT TO --

THE TUNNEL BELOW

where a RUSH OF GRAVEL showers over Rocket, who stands on
Maurice's back as Rocket claws through the earth above them.

DAYLIGHT suddenly peeks in through a TINY HOLE in the
surface. Rocket stops digging; he glances down at Maurice,
then carefully presses his eye to the hole...

ROCKET'S POV UP THROUGH HOLE

Peering up through the train tracks we can see A TALL METAL
POLE looming against the winter sky. As we --
                                                          78.


CUT WIDE TO THE CAMP ABOVE

The pole is revealed to be a TRAIN SIGNAL SWITCH rising in an
exposed area of the yard, Soldiers nearby on either side.

                                                        CUT TO:

CAESAR - SEEN THROUGH BINOCULARS - DUSK

He is covered in frost and ice, shivering with hypothermia,
very near death...

                     BAD APE (O.S.)
               (quietly distraught)
           Ohhhh no, friend...

REVEAL BAD APE - STILL AT THE EDGE OF THE ROCKY OUTCROPPING

lowering the binoculars -- he turns to the girl to share the
bad news --

                       BAD APE (CONT'D)
           He --

when he sees

THE GIRL

already starting to walk away toward the camp!

                       BAD APE
                 (urgent whisper)
           No!

He creeps out from behind the rocks after her    -- FRANTICALLY
WHISPERING:

                     BAD APE (CONT'D)
           No no no... no no no...

She pauses, peering up for a moment at the immense wall.
Then she looks back over her shoulder at Bad Ape -- he WAVES
FOR HER TO COME BACK, NODDING desperately...

                                                        CUT TO:

CAESAR ON THE X - NIGHT

His head bowed, fading even more now, shaking, his lips
cracked, his skin frostbitten and turning blue. He looks as
if he might die any second... It is eerily quiet now.




                                                    (CONTINUED)
                                                           79.
CONTINUED:

A SHADOW passes over him... And then, a PAIR OF APE HANDS
reach slowly into frame, gently cradling Caesar's face...

CAESAR'S EYES FLUTTER OPEN, struggling to see; he looks up at
the Ape, its face OUT OF FOCUS, haloed by the camp's lights.

As the Ape's head nears, blocking the light, its face comes
into view: it is KOBA, staring down at Caesar tenderly.
Caesar's eyes widen, bewildered; he's breathless:

                         CAESAR
             Koba...

Koba leans in toward Caesar, gazing into his eyes... then
moves even closer, pressing his lips to Caesar's ear:

                       KOBA
                 (a comforting whisper)
             Sleep...

Fighting exhaustion, Caesar pulls back, struggling to resist.

                       KOBA (CONT'D)
             Let go...
                 (glances toward the apes)
             You cannot save them... They will all
             die here...

Caesar follows his gaze, then looks back at Koba, stricken:

                         CAESAR
             No...

                         KOBA (O.S.)
             Yes...    Join me...

Caesar starts to shut his eyes, devastated -- when a BLINDING
FLASH startles him -- he squints back up as a MACHETE swings
through the air overhead -- the blade HACKS into the rope
binding his wrist with a LOUD THWACK!

Completely disoriented, Caesar looks back at the Ape beside
him again, realizing now it is RED. He looks past him to see
The Colonel and Preacher too -- as Red cuts the rope around
his other hand, Caesar finally COLLAPSES.

                        THE COLONEL
             If he's still alive in the morning, he
             goes back to work or you shoot him.
                 (then)
             Keep him separate from the others.




                                                      (CONTINUED)
                                                              80.
CONTINUED: (2)

Preacher nods; as Caesar sees Red moving for him, he uses his
last bit of strength to close his fist around the key...

EXT. ROCK-OUTCROPPING - TOP OF THE HOLE - NIGHT

Rocket and Maurice clamber urgently out behind Bad Ape, who
stops at the edge of the rocks -- pointing frantically with
two fingers again and again at the opening in the barrier
wall -- trying to sign:

                       BAD APE
          IN!     She go IN!

Stunned, Maurice and Rocket slowly turn to the camp; and we --

                                                         CUT TO:

HIGH ANGLE OVER THE WALL

As Soldiers work busily in the towers and all along the wall
securing artillery -- we see the Girl walking right through
the open front gate directly below, totally unnoticed...

EXT. CAESAR'S SMALL CAGE - UNDER A GUARD TOWER - NIGHT

PUSHING SLOWLY IN on Caesar through the bars...

He lies on his stomach, face to the ground. As the CAMERA
stops, a small blurry FORM steps to the edge of frame...

REVEAL THE GIRL

Standing in front of the cage, staring down at Caesar sadly.
After a moment, she fishes into the pocket of her bulky
parka, and pulls out her RAG DOLL. She stretches her arm
through the bars, straining toward Caesar... GENTLY TOSSING
the doll toward him.

Dazed, Caesar slowly lifts his head, confused... and
discovers the doll next to him on the ground.

He looks up... to see the Girl staring down with concern.

She holds his gaze; then lifts her tiny hand and tentatively
slides her finger along her neck -- the sign Maurice was
trying to teach her for:

                    THE GIRL
          [Thirsty...?]

Caesar looks at her, stunned.    And touched.   And then --




                                                     (CONTINUED)
                                                           81.
CONTINUED:

The Girl abruptly turns and walks off. Caesar cranes his
head, worried for her... unable to see where she's gone...
when she suddenly returns, lugging a pail of water in both
hands. She raises the pail, holds it to the bars.

Caesar lifts himself, pressing his face to the bars... and
she tilts the pail, gently spilling water into his mouth. As
Caesar thirstily guzzles, the Girl removes one hand from the
pail, touching the side of his face --

QUIET APE GRUNTS echo from the yard.   The Girl turns to see --

A LARGE GROUP OF APES pressed to the bars of their pen,
watching her and Caesar. A few silently wave her over...

                                                       CUT TO:

AN EXTREME WIDE SHOT OF THE YARD

As the Girl crosses from Caesar's cage to the Apes' pen,
oblivious to the potential danger around her... REVEAL:

MAURICE, ROCKET, AND BAD APE

watching anxiously, their three faces huddled together in the
shadows, peering around the edge of the giant front gate...

                                                  CUT BACK TO:

CAESAR

gazing nervously through the bars at the Girl, who stands at
the Apes' pen, her back to us; she seems engaged in some
transaction with them, the Apes all trying to get near her --

Caesar's eyes dart tensely around at GUARDS ON PATROL in the
distance, unaware of her presence, but for how long...?

Finally, the Girl turns and heads toward Caesar, CRADLING
SOMETHING IN HER ARMS. Caesar watches curiously as she steps
up to his cage. He glances at the APES IN THEIR PEN to find
them all watching expectantly...

Caesar turns back to the Girl; she leans forward carefully,
as if about to spill the contents from her arms -- puzzled,
Caesar reaches his hands out to catch whatever it is --
AND A LONG STREAM OF GRAIN RUSHES INTO HIS PALMS.

Surprised, Caesar looks up at her... then out at the Apes in
the pen, their eyes all still on him. One of them raises his
hands, quietly pressing his fists together, SIGNING proudly:




                                                   (CONTINUED)
                                                           82.
CONTINUED:

                       APE
             [Apes together strong.]

A wave of emotion floods Caesar's face; and then he sees
other Apes silently raising their fists too... Caesar is
completely overcome as each and every one of them joins in.

A smile slowly surfaces on Caesar's face; you can almost see
his strength returning...

The Girl follows Caesar's gaze to the Apes and their up-
stretched hands; then turns back to Caesar. She uncertainly
raises her fists together too... smiling, proud of herself.

MAURICE, ROCKET, AND BAD APE

watch from behind the gate, affected by the sight -- when
they spot something the apes and the Girl cannot yet see --

THE COLONEL AND SOME OF THE OFFICERS IN THE DISTANCE

deep in conference, walking in the direction of the pens...!

MAURICE AND ROCKET exchange terrified looks --

                       MAURICE
             [If humans see her, they will kill
             her...]

                                                         CUT TO:

ON CAESAR AND THE GIRL

as they SPIN, startled -- suddenly seeing the Colonel and
troops stepping into view ten feet away -- when -- a sudden
COMMOTION in the distance grabs their attention --

Caesar grunts urgently to the Girl, nodding for her to hide --
she presses quickly behind one of the guard tower legs --
just as the Colonel and troops stop in the path right before
Caesar's cage, still gazing off at the disturbance...

Caesar follows their looks to SEE --

A SQUAD OF FIVE SOLDIERS, guns-drawn, amped up, shouting at
AN UNSEEN INTRUDER... As they approach, prodding with their
weapons, Caesar discovers the intruder is --

ROCKET.   He marches slowly, chin-raised defiantly.

Caesar watches in shock as Rocket is brought toward the
waiting Colonel... who slowly turns and looks suspiciously at
Caesar -- unaware of the Girl just behind the tower leg...


                                                      (CONTINUED)
                                                        83.
CONTINUED:

As Rocket arrives at gunpoint, the Colonel gestures to Red.
Red and Rocket exchange hard stares; Red moves to restrain
Rocket's arms -- but ROCKET SUDDENLY RESISTS, thrashing into
Red, HEAD-BUTTING HIM -- Red stumbles, clutching his head,
stunned... then LAUNCHES furiously back at Rocket!

The two apes begin VICIOUSLY WRESTLING as the SOLDIERS WATCH,
guns trained; a few LAUGH derisively, amused by the display --
TWO TURNCOATS nervously approach, unsure what to do --

Caesar seizes this momentary distraction -- gestures for the
Girl to make a run for it -- SHE DARTS AWAY -- ducking behind
the long barracks nearby, streaking toward the wall --

The Colonel peers down annoyed at Red and Rocket; he calmly
pulls out his sidearm, points down at them and FIRES -- !

Caesar's head whips around -- as Rocket and Red FREEZE,
startled -- a CLOUD OF DIRT kicking up from where the bullet
hit the ground beside them...

Red immediately takes the opportunity to get the upper hand,
forcing Rocket's face to the ground, pinning him. The
Colonel walks closer to Rocket; stares at him a beat...

                       THE COLONEL
             How many are out there?   Are there
             others?

Rocket stays silent, refusing to show even a hint of fear.

                       THE COLONEL (CONT'D)
                 (to Soldiers)
             Sweep the area.
                 (turns to Red)
             Put him in the pen.

As the Colonel walks off, Red abruptly leaps to his feet,
grabbing Rocket by the ankle -- Rocket FLAILS VIOLENTLY as
Red drags him across the dirt and ice...

Caesar watches in horror as the turncoats move in, BEATING
ROCKET into submission as they HURL him into the pen. One
roughly SHACKLES HIM -- as Red delivers a last, VICIOUS KICK,
leaving Rocket in a crumpled heap as they exit.

Caesar's stricken eyes remain fixed on Rocket as he struggles
to his feet. His face bloodied and bruised, Rocket looks
back at Caesar through the bars of their pens -- and to
Caesar's surprise, Rocket smiles at him... He SIGNS:

                       ROCKET
             [Feeling better?]


                                                   (CONTINUED)
                                                          84.
CONTINUED: (2)

Thrown, Caesar looks at him, then manages a slight smile; he
nods. Rocket nods back, pleased:

                     ROCKET (CONT'D)
          [Good.   Then we can talk about escape.]

He brings his fists together: "Apes together strong."
Emotional, Caesar smiles, proud of his friend; as he brings
his own fists together...

PRE-LAP -- A LONE HUMAN VOICE SINGING OUT in gospel tones:

                    EXECUTIVE OFFICER (O.S.)
          Hu-uh-left... Left-right-left...

                                      AS WE SLOWLY DISSOLVE TO:

EXT. EPIC WIDE SHOT ABOVE PRISON CAMP - YARD - MORNING

The SOLDIERS MARCH in formation toward the Warden's Tower...
as the Apes peer anxiously through the bars of their pens...

The procession comes to a halt, all eyes lifting expectantly
to the Colonel's balcony, waiting for him to appear... when
the SOUND OF A METAL DOOR suddenly scrapes open -- everyone
turns, surprised to see --

THE COLONEL emerging at the base of   the tower, right before
them. He's in FORMAL DRESS GREENS,    MEDALS on his chest,
BERET on his head. He moves to the    top of the steps, looks
out, studying their uncertain faces   a pregnant moment...

ON CAESAR, observing from his cage -- his eyes flit warily to
Rocket's across the way -- then back to the Colonel... as he
finally begins to address his assembled troops; there is
something momentous, almost reflective in his tone:

                    THE COLONEL
          For two years we've fought relentlessly
          against these beasts, and when we are
          done with them, we will bring an end to
          their kind. But now we find ourselves on
          the eve of battle... against our own
          kind. So you may ask: who is the real
          enemy, who are we fighting here? And
          I'll tell you. It's not the apes. It's
          not the men who are on their way here
          right now to altercate with us. The
          battle we've been waging all this time is
          against ourselves.




                                                     (CONTINUED)
                                                          85.
CONTINUED:

He watches them as the words sink in, then starts down the
steps, walking among them as he continues -- his eyes dart
momentarily across the yard, meeting Caesar's:

                        THE COLONEL (CONT'D)
             They say we are inhumane. Indecent.
             They call us a death squad. But they'll
             never understand the extent of our
             sacrifice. How agonizing it has been to
             do what must be done, even as it tears at
             our very souls. Because there are times
             when you must abandon your humanity in
             the fight to save humanity. All of you
             have shown the courage to do that... But
             now we must take that fight to them, or
             this hellish trial will all have been in
             vain.
                 (beat, still walking through
                   the ranks)
             We can not fail. We're the last defense.
             Somewhere in this world there are more
             survivors. And whether they know it or
             not, they are counting on us. To show
             the will to protect them against this new
             plague. We've seen it here. And it's
             already spreading up north. If we lose
             this battle, there'll be nothing to stop
             it from spreading everywhere. If we
             lose, in a matter of months, the human
             race will gasp its last words, and go
             silent. Just another dumb animal, left
             to roam a godforsaken world.

He comes to a stop in the Soldier's midst -- Preacher close
by, gazing intently -- the Colonel's tone growing intimate:

                       THE COLONEL (CONT'D)
             Most of you are still young men and
             women. And if we win, years from now,
             you may be sitting somewhere with your
             children, your grandchildren... and
             they'll ask you: what did you do in the
             greatest war...? And you can tell them,
             you fought... viciously... for a gentler
             world.

Preacher looks almost emotional -- the others too -- as the
Colonel NODS to the X.O. -- and as WHISTLES SHRIEK -- we:

                                                         CUT TO:
                                                           86.


THE APE PENS - MOMENTS LATER

CRANE over the apes being forced out into the yard...
FINDING the Colonel now wading through the chaos, Preacher
and Red at his side... as they ARRIVE at CAESAR'S CAGE.

The Colonel pulls out his sidearm, nods to Preacher who
unlocks the cage, opens the door... they all stare in at --

CAESAR, who returns a hard, weary look, making no motion to
exit -- when CH-CHINK -- the Colonel cocks his gun.

Caesar hesitates, then gathers the strength to stand, and
slowly steps out of the cage. The Colonel stares at him,
hard:

                    THE COLONEL
          Send him up to the quarry.    Alone.

Red fastens shackles to Caesar's ankles and wrists, and looks
at Preacher, who is searching through his key rings -- he
can't find the shackle key; suddenly nervous, his eyes dart
to the Colonel, as he continues searching in vain...

Impatient, the Colonel calls out to Boyle who's passing by
with the first groups of chained apes --

                     THE COLONEL (CONT'D)
          Boyle!   His cuffs.

Boyle heads over, starts to lock Caesar up -- when the
Colonel suddenly sees something... Caesar watches as the
Colonel steps toward the cage, reaches in... and retrieves...
THE GIRL'S DOLL. He stares at it, perplexed:

                    THE COLONEL (CONT'D)
              (turning to Caesar)
          What is this...?

But Caesar is silent.   The Colonel turns to Preacher --

                    THE COLONEL (CONT'D)
          How did this get in there?

Preacher shakes his head, looking pale:

                    PREACHER
          I really don't know, sir...

The Colonel looks back hard at Caesar; then, finally:

                    THE COLONEL
          Get him to work.


                                                   (CONTINUED)
                                                           87.
CONTINUED:

The Colonel's stare lingers on Caesar as Red shoves him
forward; then the Colonel returns his attention to --

THE RAG DOLL IN HIS HANDS... looking eerily up at him...

EXT. PRISON CAMP - HIGH UP ON THE ROCK QUARRY SHELF - DAY

Caesar labors alone on a dangerously narrow perch, quarrying
for heavy stones high above the yard... He looks down as he
works, secretly scanning the yard, to FIND --

ROCKET

waiting to be brought out of the pen, chained to a group of
other apes; he glances surreptitiously up at Caesar -- Rocket
NODS -- as Rocket's group is ordered out --

CAESAR WATCHES for a moment as Rocket's group heads toward
the wall -- then he turns quickly to FIND --

LAKE

also looking up at Caesar, waiting with her group by the
CHILDREN'S PEN, picking up tools -- she NODS -- and suddenly
her group moves out toward the wall too --

CAESAR

turns quickly back to Rocket, whose eyes are fixed on his own
feet, COUNTING EACH STEP as his group approaches...

...THE TRAIN SIGNAL SWITCH in the middle of the yard -- the
spot where he and Maurice dug up from the tunnel below... As
he passes it, Rocket looks up at Caesar -- stealthily signs:

                     ROCKET
             [37.]

Caesar NODS. Then quickly turns back to Lake -- as she too
passes the train switch -- she looks up from her feet --
signs to Caesar:

                     LAKE
             [55.]

Caesar NODS -- and immediately begins to climb, pulling
himself up to a ledge above -- when -- PING!-PING! -- BULLETS
kick off the stones around him! He freezes, looks down at --

SOLDIERS standing guard ATOP THE FUEL TANKER RAILCARS -- one
of them lowers his rifle, yells out to Caesar --




                                                  (CONTINUED)
                                                           88.
CONTINUED:

                       TANKER GUARD
             That's high enough, kong!

Caesar submissively holds up his hands. The soldiers eye him
a beat longer as Caesar returns to quarrying... then, coast
clear, Caesar peers out at --

The ROCK OUTCROPPING in the distance, outside the camp; he
can just make out a DARK FORM behind the boulders -- CUT TO:

HANDHELD BINOCULAR POV OF CAESAR ON THE QUARRY LEDGE

Caesar looking right at us, signing:

                        CAESAR
             [37 steps to the adult cage...   55 to the
             children.]

REVEAL MAURICE

lowering the binoculars; he ducks down behind the rocks --

-- where the Girl and Bad Ape await his command.

Maurice points to the Girl, then up at his eyes, looking
around -- as if to say, "You, keep a look out." The Girl
nods back very seriously, his little soldier.

                                                          CUT TO:

THE DUSTY COMPASS

from the airstream trailer. The NEEDLE QUIVERS as the
compass sits in a massive ape palm -- we are:

INT. TUNNEL - AT THE CONCRETE-FILLED IMPASSE - DAY

Maurice stares at the compass in his hand as Bad Ape watches,
holding the flashlight... finally, Maurice lifts his head,
and POINTS TO TWO DIFFERENT SPOTS ALONG THE TUNNEL WALL.

Bad Ape nods eagerly, moves to one of the spots, and STARTS
TO DIG tentatively, looking to Maurice for approval; Maurice
nods, goes to the other spot, STARTS DIGGING as well.

EXT. HIGH OVER THE CAMP - NIGHT

At gunpoint, apes roll MASSIVE SOPHISTICATED ARTILLERY out of
the depot at the base of the mountain, and along the train
tracks toward the barrier wall...
                                                         89.


AT THE BARRIER WALL

A cluster of POWERFUL GORILLAS struggle to hoist an imposing
high-tech RAPIER MISSILE LAUNCHER up to the top of the wall --

REVEAL -- WIDE ON THE NOW COMPLETED WALL -- MORE RAPIER
LAUNCHERS BEING POSITIONED BY APES AND SOLDIERS ALL ALONG THE
EXPANSE. The display of sheer force is a formidable sight.

ON CAESAR -- WATCHING THE WALL FORTIFICATION

as Red and Preacher march him across the yard amidst masses
of weary apes being herded back to the pens; they arrive at --

CAESAR'S CAGE

As Preacher starts to unlock the door, Caesar's gaze shifts
to Red, and then to the ANGRY WELT over Red's eye where
Rocket head-butted him; Red glowers, self-conscious.

Preacher opens the door, and Red shoves Caesar in. Then Red
steps forward to remove the chain leash from Caesar's neck
collar, pressing his face menacingly close to Caesar's:

                    RED
          You know Kerna shoot apes tomorrow...
          when wall is done.

Caesar's eyes shift briefly to Preacher's, who looks away.
Then he turns back to Red:

                    CAESAR
          His wall is madness. It won't save him...
          any more than it will save you.

                    RED
          I save myself.

                    CAESAR
          Is there anything left... of you to save?

A brief flash of uncertainty passes over Red as he meets
Caesar's piercing eyes... then he musters a final hard stare
at Caesar, and turns to go.

                                                        CUT TO:

BINOCULAR POV

as the rest of the apes are prodded off the wall, the
intimidating fortification now complete; REVEAL --
                                                              90.


THE GIRL

Watching from behind the rocks. She lowers the binoculars,
blinking out at the camp a beat...

                                                         CUT TO:

MOVING WITH THE GIRL THROUGH THE TUNNEL

Eyes wide, she searches for sign of Maurice or Bad Ape...
She approaches the cement-filled impasse... finding TWO NEWLY
DUG TUNNELS on either side of the blockage. She enters --

ONE OF THE NEW TUNNELS

She heads toward the distant glow of a flashlight up ahead...
Arriving behind Maurice, covered in dirt, still digging away.

He stops, noticing her. He looks at her quizzically --
points upward, makes a tentative thumbs up sign --
"everything ok up there?" She nods. He smiles:

                     MAURICE
           [You are very brave.]

She looks at him, confused.     He gently repeats the sign:

                       MAURICE (CONT'D)
           [Brave.]

She hesitates, then slowly mimics him:

                     THE GIRL
           [...Brave?]

Maurice nods, proud; the Girl smiles, then signs uncertainly:

                       THE GIRL (CONT'D)
           [Ape?]

Maurice doesn't understand -- she signs again:

                       THE GIRL (CONT'D)
           [Me...?    Ape?]

Maurice gets it now; stares back, struggling for an answer:

                     MAURICE
           [You are...]

Then he notices something. He leans forward and reaches out,
gently lifting the Chevy NOVA emblem poking out of her jacket
pocket. He shows it to her, smiling warmly as he SPEAKS:


                                                     (CONTINUED)
                                                           91.
CONTINUED:

                       MAURICE (CONT'D)
                 (pointing at her)
             Nova.

The Girl (now NOVA) takes the emblem back, staring at it as
it glints in her hand; she looks up at Maurice, pleased with
her name -- when A GRUNT comes from behind; they turn --
BAD APE stands excitedly at the mouth of their tunnel.

                        BAD APE
             Come!   Come see!

As Maurice and Nova move to join him... we LINGER a beat,
PUSHING IN on the spot where Maurice was just digging... a
TINY RIVULET OF WATER begins seeping through the dirt...

                                                      CUT TO:

THE OTHER NEWLY-DUG TUNNEL

Bad Ape leads them forward as he WHISPERS, watching his feet:

                       BAD APE
             ...35 ...36 ...37.

He stops and proudly turns, holding out his hands: ta-da!

Nova smiles mutely back at Bad Ape as Maurice looks up from
his compass, nods approvingly.

                       BAD APE (CONT'D)
                 (whispers, excited)
             What now?

Maurice surveys the new tunnel, looking up at the ceiling...
then gets down on his hands and knees. He looks up at Bad
Ape, and pats his own back, gesturing for Bad Ape to climb
on. Bad Ape doesn't get it:

                        BAD APE (CONT'D)
             What.

Maurice points up at the ceiling, then pats his own back
again -- and now it dawns on Bad Ape:

                       BAD APE (CONT'D)
             Ohhh no. No no no...
                 (looks to Nova)
             Noooo--

Shaking his head, Bad Ape starts to back away -- when Maurice
suddenly GRABS his ankle; Bad Ape goes silent, startled.



                                                  (CONTINUED)
                                                          92.
CONTINUED:

Maurice lets out a low, surprisingly MENACING GROWL...    Bad
Ape takes a deep breath; then:

                    BAD APE (CONT'D)
             Ok.

EXT. CAMP - HIGH AND WIDE OVER THE APE PEN - NIGHT

The chained apes are being herded in. A SOLDIER stands
inside the pen door, ushering them through, waving his rifle.

CLOSE ON ONE OF THE SOLDIER'S BOOTS pressed into the ice and
dirt... when suddenly the TIPS OF APE FINGERS poke up from a
tiny hole in the ground below, inches from the man's toes...

Oblivious to the presence of the boot, the fingers continue
to widen the hole, clawing away at the earth... WE CUT --

UNDERGROUND

where Bad Ape stands with his hands above his head, his
fingers reaching out through the hole. He stops digging for
a moment, straining his neck to look up --

THROUGH THE HOLE

horrified to discover the Soldier's boot in front of his
face! Bad Ape shrinks back -- when one of the apes amassing
above NOTICES him, staring down into the hole, perplexed.

Petrified, Bad Ape holds a finger to his lips --

The ape above suddenly gets it; he nods and holds out a hand,
inconspicuously signalling Bad Ape to hang tight -- becoming
a look-out... as nearby apes start to notice Bad Ape too...

REVEAL MAURICE

Bad Ape's feet shifting nervously on his shoulders; Maurice
looks up uneasily, wondering what's taking so long...

BACK TO BAD APE

Eyes glued on the look-out ape, who still has his hand
raised, watching some unseen activity above... Finally, he
turns to Bad Ape again, NODS THE OK --

Bad Ape ventures up, PEERING anxiously through the hole to
see THE SOLDIER'S BOOTS walking away, LEAVING THE PEN. Once
the Soldier's gone, he relaxes a bit, turning to see --




                                                     (CONTINUED)
                                                             93.
CONTINUED:

APES GATHERED ALL AROUND HIM

staring down into the hole with amazement... at the odd, dirt-
coated ape in his toque -- a total stranger to them.

Bad Ape smiles up at the crowd sheepishly -- when another ape
roughly presses his way through to the edge of the hole --

IT'S ROCKET. He stares down at Bad Ape, expressionless...
and then a big smile spreads across his face. He turns
excitedly to the look-out ape:

                       ROCKET
             [This is the ape I told you about.]

They all stare at him again, fascinated.       The look-out steps
forward, and SIGNS to Bad Ape:

                       LOOK-OUT
             [Thank you.]

But Bad Ape looks up insecurely, not understanding the sign;
seeing this, the look-out slowly reaches down into the hole,
OFFERING HIS HAND.

Bad Ape regards the hand uncertainly... then CLASPS it,
beaming. He stares up at his new friend, then pats his chest
with his other hand, bowing his head as he nods, quietly
fumbling for a way to introduce himself:

                       BAD APE
             ...Bad Ape.
                 (shaking other apes' hands)
             Bad Ape... Bad Ape...

More and more apes jostle to get a look, greeting him warmly,
Bad Ape overcome by the affection from this new family.

DOWN BELOW

Maurice peers up at Bad Ape above him, trying to get a look
at what's going on -- when -- Nova tugs on his fur. He looks
at her, and she points --

DOWN THE TUNNEL

where a SMALL STREAM OF WATER is creeping toward them.

Maurice looks at the ground beneath him as the water starts
to pool around his feet; alarmed, he instinctively steps
forward to investigate -- forgetting Bad Ape on his
shoulders. Bad Ape tumbles to the wet floor, surprised.



                                                       (CONTINUED)
                                                             94.
CONTINUED:

Maurice spins, realizing; Bad Ape looks at the water around
him, confused. As Maurice bends to help him, Bad Ape glances
up, seeing something above -- Maurice follows his gaze to --

ROCKET peering over the edge of the hole with concern.       His
eyes lock on Maurice's, immediately sensing trouble --

                       ROCKET
             [What's wrong?]

                                                           CUT TO:

EXT. CAESAR'S CAGE - NIGHT

Caesar waits alone, staring     tensely at the apes across the
way, all huddled around the     hole, backs to us. Rocket
suddenly breaks through the     crowd to report to Caesar, who
has been anxiously awaiting     news. Rocket looks grave:

                       ROCKET
             [There's a problem.]

As worry creeps into Caesar's face, we CUT TO --

INT. TUNNEL - IMMEDIATELY

MUD AND WATER GUSH IN through a WIDENING FISSURE in the wall
where Maurice had been digging -- Maurice and Bad Ape try
desperately to plug the opening with earth and rocks...

EXT. YARD - THE PENS - NIGHT

We hear QUIET APE GRUNTING -- Caesar stands pressed to the
bars of his cage looking across to a large group of apes
gathered at the edge of their pen, all eyes fixed on Caesar.

CLOSER ON THE PEN

The apes in mid-debate --

                       ROCKET
             [We can't dig any further, it will flood
             the whole tunnel!]

                        LAKE
             [If we don't dig further, we'll never get
             to the children! How are we going to get
             them out?]

A sudden swell of APE GRUNTS echo the sentiment --

Caesar raises a hand to quiet the apes, peering around at the
GUARDS PATROLLING THE CAMP to see if the noise alerted them --


                                                        (CONTINUED)
                                                            95.
CONTINUED:

Rocket and some of the others glance up at THE GUARD TOWER
directly above Caesar's cage... where Boyle is leaning
suspiciously over the ledge. Boyle listens for a moment --
then, hearing no more commotion, leans back.

The apes all pause warily for a beat; then Lake signs
stealthily, worried:

                       LAKE (CONT'D)
             [We have to keep looking down there, see
             if there's another way to reach the
             children...]

But Caesar shakes his head, gravely serious:

                       CAESAR
             [We must leave tonight!]

Pained, Caesar turns behind him, glances at the children, all
asleep in their pen -- he can see little Cornelius sleeping
too -- he turns back to the other, decisive:

                       CAESAR (CONT'D)
             [We'll have to get the children out above
             ground!]

The apes exchange tense looks; then all look back at Caesar:

                         ROCKET
             [How...?]

EXT. WIDE SHOT OF THE CAMP - LATE NIGHT

The lights in the soldiers' barracks go out, one by one...

UP BY THE GUARD TOWER OVER THE ADULT APE PEN

Boyle steps slowly out onto the catwalk, quietly drinking
from a steaming thermos, staring out into the distance --

WHEN SPLAT! He is SUDDENLY PELTED HARD in the back of his
head with a handful of what looks like WET MUD from somewhere
below. Stunned, he looks at himself, wiping the disgusting
muck off: wtf?! He peers furiously over the railing at the
pen below --

                       BOYLE
             Hey -- you animals!

                                                         SMASH TO:
                                                         96.


BOYLE

CHARGING down the tower ladder, heading for the pen! He
thrusts his keys into the lock, slides open the door, and
enters, shutting it behind him; he raises his gun at the
shackled apes who shuffle fearfully out of his way:

                    BOYLE
          Who did that?!

The apes cower, shaking their heads, protesting innocence --
when SPLAT! Another WAD of muck smacks the side of his head!

                    BOYLE (CONT'D)
          SONUVA--!!!

He spins, swinging his rifle -- the chained apes rush out of
the way in panic, parting to reveal --

THE CULPRIT. It's Rocket, who stands his ground as he glares
back clutching another fistful of muck... Boyle recognizes
him:

                    BOYLE (CONT'D)
          You...

Livid, he raises his gun, about to shoot -- when an ORANGUTAN
HAND SEIZES HIS ANKLE from below and YANKS HIM DOWN INTO THE
HOLE IN THE GROUND! The Apes all stare at the hole...

And a moment later, BOYLE'S KEYS are TOSSED BACK UP.

Rocket moves forward and snatches them up. He looks down
into the hole at Maurice; they share a determined look; then
Maurice HANDS HIM UP Boyle's RIFLE --

INT. CAESAR'S CAGE - SIMULTANEOUS

Caesar urgently feels for something along the wall above the
cage door -- until he finds where he's hidden Preacher's key.

He bends down and immediately begins unshackling his feet...
He gets one free -- when -- he hears FOOTSTEPS... He stops,
quickly turns, seeing --

THE FIGURE OF THE COLONEL approaching in the distance.

Caesar straightens, carefully palming the key, eyes on the
Colonel heading toward the pens... as Rocket, across the way,
slowly hides Boyle's rifle behind his back...




                                                  (CONTINUED)
                                                             97.
CONTINUED:

But as the Colonel arrives, mysteriously he doesn't even
glance at the apes, instead staring off at the finished wall
in the distance, lost in thought... He continues right past
them... stopping 20 paces away, back to us... He just stands
there, motionless, taking the sight in.

Caesar watches the Colonel anxiously -- when -- the Colonel
turns. He starts slowly back... heading to Caesar's cage.
As he comes closer, we can see he is still in a fog. Caesar
is surprised to see the FLASK grasped absently in his hand.

A strange silent beat. And finally, the Colonel speaks --
his tone is oddly vacant:

                       THE COLONEL
             Least you can take comfort... Your
             struggle ends... Ours goes on... Nature
             still has the power to wipe us off this
             planet at any moment... Killed the
             dinosaurs with a single meteor.

He eerily studies Caesar's body... musing to himself:

                       THE COLONEL (CONT'D)
             You apes are so strong... I wonder...
             what kind of world you would have
             built... on our graves.

Caesar's eyes search the Colonel's, trying to make sense of
his demeanor. The Colonel gazes off, as if lost in a dream:

                       THE COLONEL (CONT'D)
             You know when I first got to the city...
             a man said he had to see me. He said he
             knew you. That you worked together.

Caesar looks surprised.    Beat.   Finally, warily:

                       CAESAR
             ...Malcolm?

Caesar's voice pulls the Colonel out of his reverie for a
moment -- he looks at Caesar a bit confused; then, realizing:

                       THE COLONEL
             I think that was his name, yes.

                       CAESAR
             He... was a friend.

                       THE COLONEL
             He said you were remarkable.   More than
             just an animal...
                       (MORE)

                                                        (CONTINUED)
                                                           98.
CONTINUED: (2)
                    THE COLONEL (CONT'D)
          you were a great leader. I thought he
          was crazy... But I almost see what he
          meant.
              (he drifts off again)
          He pleaded with me to find you. To make
          peace with you.

Caesar is rapt, stunned by these revelations... But the
Colonel is wholly unaware of Caesar's reaction, staring off
in a long unnerving silence. Caesar hesitates, then:

                    CAESAR
          What... happened to this man?

The Colonel remains staring off a moment longer, then finally
looks at Caesar... and then off again:

                    THE COLONEL
          I shot him.

He remains still a moment longer -- then suddenly looks
around, disoriented, as if awakened from a dream --

                    THE COLONEL (CONT'D)
              (quietly paranoid)
          What's going on here?

Caesar frowns at him, disquieted and perplexed... The
Colonel's eyes dart suspiciously around him; he cranes his
neck to peer up through the falling snow at the guard tower,
but the angle is too steep to see if anyone is up there --

A CLANK at his feet makes him look down... where he finds
he's dropped his flask. He picks it up, looks at it as if
having no memory of even bringing it out here.

Suddenly self-conscious, he looks around at the apes in their
pen, all staring back at him -- and then at Caesar. He
slowly backs away, then turns, retreating through the
darkness to his tower.

Caesar watches him go, then turns to find Rocket and the
other apes looking at him, confused.

                    ROCKET
          [...What was that?]

Caesar shakes his head, just as confused. Then returns to
action, bending down to unshackle his other ankle -- he
unlocks it -- then TOSSES PREACHER'S KEY TO --

ROCKET, who reaches through the pen bars and catches them mid-
air; he quickly unshackles himself, TOSSES THE KEY to --


                                                    (CONTINUED)
                                                        99.
CONTINUED: (3)

LAKE, who immediately starts to unshackle herself -- she
passes the keys down the line of her chain gang, they all
begin to unshackle themselves too --

ROCKET moves to the pen door, uses BOYLE'S KEYS to unlock it
-- then tosses BOYLE'S KEYS across to --

CAESAR, who starts to unlock his cage -- when he notices
something -- he holds up his hand! Everyone freezes. They
all look up at --

THE WARDEN'S TOWER

to see the Colonel stepping toward his lighted window, his
face in SILHOUETTE -- he might be staring down at them, or
off into the distance, it's impossible to tell...

Caesar and Rocket share a tense look --

                    ROCKET
          [Do you think he knows we're up to
          something?]

Unsure, Caesar peers back up at the Colonel's silhouette.
After a beat, the Colonel steps away from the window. Rocket
looks anxiously at Caesar, raising the rifle:

                       ROCKET (CONT'D)
          [Now?]

                    CAESAR
              (shakes his head)
          [Wait till he turns out his lights.]

HOLD as they stare at the lighted window, waiting...
waiting... SOUNDS OF FIERCELY GUSTING WIND rising... as we --

                                                 DISSOLVE TO:

EXT. YARD - WIDE ON THE TOWER AND PENS - LATER

IT'S SNOWING HARD NOW, a fresh layer blanketing everything.
And still, the Colonel's lights remain on. The apes are all
pressed to the bars of their pen, eyes fixed up on the
Colonel's window; some pace, tortured by the wait...

PUSHING IN ON CAESAR

Staring up with coiled intensity, totally still... His gaze
shifts to Rocket, whose eyes are locked on Caesar --

                    ROCKET
          [The sun will be up soon...]


                                                  (CONTINUED)
                                                       100.
CONTINUED:

Torn, Caesar steals a final look at the lighted window...
then turns back to Rocket -- forced to make the call:

                       CAESAR
             [We go now. Or die trying.]

Rocket nods -- he waits as the SEARCHLIGHT PASSES, then darts
out of the pen, holding the stolen rifle -- crossing to
Caesar's cage, as Caesar steps out -- they both streak --

TOWARD THE SOLDIERS' BARRACKS

ducking into an alley between the building and the children's
pen -- they press against the barrack's wall, peering down
the alley to see --

SOLDIERS PASSING BY THE CHILDREN'S PEN

Caesar waits until the Soldiers cross out of sight -- then
looks to Rocket, and they head for --

THE CHILDREN'S PEN

A small cluster of kids rush to the door as Caesar unlocks
it; others stir from their sleep, scrambling over to see --

Caesar and Rocket enter. The little apes swarm around them,
wide-eyed. Caesar gently pats their heads, shushing them --
when suddenly he sees HIS SON in the crowd. Cornelius breaks
into a run, clambering up over the backs of the others...
straight into Caesar's arms. Emotion floods Caesar's face as
he tightly embraces his son...

                       CAESAR
                 (overcome, holding him
                  tight)
             I love you, son...

                                                      CUT TO:

A POV THROUGH A DOORWAY AT A GUARD TOWER

We glimpse the side of the Guard's head as he stares down,
eating --

REVEAL ROCKET, keeping lookout on the guard from the doorway;
behind him the children are huddled with Caesar -- Caesar
hustles the children toward a LIGHT POLE, quickly hoisting
one after another up onto it --

CUT WIDER OVER THE CHILDREN'S PEN




                                                  (CONTINUED)
                                                       101.
CONTINUED:

where we see Caesar, Rocket and the children are on a second
story landing, dangerously close to the Guard Tower -- the
little apes scale the tall light pole, scrambling out onto --

THE ELECTRICAL LINE

suspended high over the Guard Towers and camp --

As SNOW SWIRLS HARD all around them, the children make their
way back toward the adult pen -- directly over the heads of
the unwitting Soldiers below!

IN THE ADULT PEN

The children arrive on the wire above and begin dropping down
silently, one by one -- into the waiting arms of Lake and
other unchained apes -- the apes urgently hand the kids off
to their anxious parents.

As the emotional reunions continue, Caesar (Cornelius
clinging around his neck) and Rocket finally arrive overhead
too, each dropping down into the grasp of the massive
gorillas waiting below.

                                                      CUT TO:

MAURICE

Staring up urgently from the hole in the adult pen... as
Caesar and the apes converge above; Caesar and Rocket begin
HANDING THE CHILDREN DOWN...

IN THE HOLE

Maurice lowers the kids to the tunnel floor; they look up to
find Nova extending her hand... and they start off after her
down the tunnel...

EXT. ROCK-OUTCROPPING OUTSIDE CAMP - TOP OF HOLE - PRE-DAWN

Bad Ape clutches himself, shivering nervously in the wind --
when he hears a NOISE FROM BELOW; he looks down to see --

Nova leading the apes out of the tunnel, and pointing them up
the ladder toward Bad Ape; he smiles sweetly, reaching down
to the frightened children as he WHISPERS:

                       BAD APE
             It's ok, little ones... come, come.

                                                      CUT TO:
                                                          102.


THE EDGE OF THE OUTCROPPING

Bad Ape pokes his head around a boulder, peeking up through
his BINOCULARS at --

A GUARD POST ALONG THE BARRIER WALL

where Soldiers pace, scanning the distant, dark horizon...

BAD APE turns behind him, where Maurice and Nova are now
huddled with all the ape children -- Bad Ape gestures as he
WHISPERS:

                     BAD APE
          Go!   Go go go...!

Nova climbs onto Maurice's back, and they rush off, leading
the little apes SINGLE FILE from behind the rocks, dashing
out across an EXPOSED STRETCH OF FLATS under the cover of
darkness -- and heading up into the mountain on the side of
the camp...

                                                        CUT TO:

BACK IN THE ADULT PEN

Caesar slowly moves toward the fence, staring out at
something tensely, as behind him Rocket urgently ushers apes
down into the hole. As the last of the apes descend, Rocket
turns to see Caesar is staring up at the Warden's Tower.
Rocket moves to Caesar, urgent --

                     ROCKET
          [Hurry!   Let's go!]

But Caesar stays motionless, eyes fixed intently on the
Colonel's still lighted window.

                    ROCKET (CONT'D)
          [Caesar, what's wrong?]

Caesar stares darkly at the tower, preoccupied:

                    CAESAR
          By the time the sun rises, you'll all be
          on your way... to a new home.
              (finally, he turns)
          Hurry, you must go.

And now it hits Rocket, Caesar is not coming with him --

                    ROCKET
          [Without you? No...]


                                                     (CONTINUED)
                                                       103.
CONTINUED:

Caesar sees the pain in Rocket's face, and it pains him too;
but something still burns inside him:

                       CAESAR
             Maurice was right. I am like Koba. He
             could not escape his hate...
                 (his eyes fix on the tower
                  again)
             And I still cannot escape mine. He took
             too much from me.

After a long moment, he turns back to Rocket; Rocket nods,
his eyes now unexpectedly emotional. Caesar puts a hand
around Rocket's head, pulls his forehead against his -- a
final embrace. He pulls back, says softly:

                       CAESAR (CONT'D)
             Go...

Rocket looks at him, then reluctantly starts for the hole.
He takes one last look at Caesar, and begins to descend.

                                                       CUT TO:

BAD APE

excitedly waving on the children, sending them off toward the
mountain -- when an OMINOUS RUMBLING begins, shaking the
ground. Alarmed, Bad Ape looks quickly up at --

THE GUARD POST ALONG THE BARRIER WALL

where Soldiers react to the sound, startled -- anxiously
scanning the horizon -- suddenly SEEING something in the
distance -- as --

BAD APE

TURNS to the horizon too, lifts his binoculars --

BAD APE'S BINOCULAR POV

Through snowy haze, we can make out the cock-eyed headlights
of A HUGE ARMADA OF MILITARY VEHICLES APPROACHING INEXORABLY
-- their hulking shapes advancing across the frozen tundra.

As ALARMS SOUND all along the wall --

                                                       CUT TO:
                                                            104.


EXT. YARD - THE BARRACKS - CONTINUOUS

LIGHTS blink on in the windows as waking SOLDIERS flood into
the yard with weapons -- we PAN WITH THEM as they RUSH for
the wall, SHOUTING --

                    SOLDIER
          Holy shit -- they're here!!!

As they race by, the CAMERA FINDS CAESAR, hidden, crouched
beside the building, watching them go, taking this news in...
He waits until the Soldiers pass, then BOLTS UP ONTO --

THE BARRACKS ROOF

We MOVE WITH CAESAR -- as he races along the edge, below him
we see the tide of Soldiers storming in the opposite
direction... Finally, Caesar STOPS --

BENEATH THE WARDEN'S TOWER

He hears FRANTIC BANGING below.    He peers down to see --

A GROUP OF OFFICERS POUNDING on the STEEL DOOR of the tower --

                    EXECUTIVE OFFICER (O.S.)
          COLONEL! COLONEL!!!
              (turns to one of the men)
          OPEN THE GODDAMN DOOR, SOLDIER!

                       SOLDIER (O.S.)
          I CAN'T!     IT'S BLOCKED FROM INSIDE, SIR!

                    EXECUTIVE OFFICER (O.S.)
          WHERE THE HELL IS HE?!

                    SOLDIER (O.S.)
          I DON'T KNOW, SIR! WE HAVEN'T SEEN THE
          COLONEL ALL NIGHT!

Caesar ducks back, quickly stares up at the tower overhead --
SPOTS the Colonel's OPEN WINDOW four stories above... He
takes a last look around -- then LEAPS across from the
barracks' roof to the side of the tower...

EXT. YARD - PRE-DAWN

More Soldiers rush past -- when one SLOWS, looking RIGHT AT
US in utter shock. It's Preacher:

                    PREACHER
          Jesus Christ...



                                                        (CONTINUED)
                                                         105.
CONTINUED:

PAN with him as he steps right past the camera to REVEAL --

THE EMPTY APE PENS; he SPINS BACK to us, SHOUTING:

                       PREACHER (CONT'D)
             THE APES!!! THEY'RE GONE!!!

INT. WARDEN'S TOWER - CONTROL ROOM - PRE-DAWN

Caesar silently climbs in the window; he looks around... and
immediately spots an unnerving, incongruous sight --

THE FRONT DOOR is BARRICADED WITH FURNITURE from the inside.

Confused, Caesar looks around, sees the area in total
disarray: a SMALL STOCKPILE OF MUNITIONS lie scattered
chaotically across a table, alongside a tray of HALF-EATEN
FOOD and the Colonel's SPILLED FLASK...

Soaked in liquid from the flask is a PHOTO OF A LITTLE BOY;
beside it OLD WAR MEDALS; Caesar peers around, wary: where's
the Colonel...?

EXTREME WIDE SHOT - IN FRONT OF THE CAMP

A SERIES OF INTENSELY BRIGHT RAPIER MISSILES rip into the sky
from atop the barrier wall, SOARING HIGH ABOVE THE ROCKY
OUTCROPPING, illuminating the landscape below --

TOP OF THE HOLE

Bad Ape shudders, watching the missiles -- as they EXPLODE
into the path of the armada -- TWO OF THE FRONT VEHICLES
ERUPT!

Panicked, he frantically urges the children --

                        BAD APE
             Hurry!   Go go go!

When A SUDDEN ROAR AND BLINDING FLASH makes him turn to see --

ARTILLERY SHELLS SOARING in return from the giant vehicles --

Bad Ape LUNGES protectively over nearby children -- when --

BOOOOMM!!!    The SHELLS MAKE IMPACT 30 feet from the wall!

DEBRIS HAILS DOWN on our group as they hug the ground!

                                                      SMASH TO:
                                                          106.


THE TUNNELS BELOW -- CROWDED WITH ESCAPING APES

They stop, look around in fear as the space RUMBLES VIOLENTLY
around them -- alarmed, ROCKET begins pushing his way through
the crush to get to the other end, gripping his rifle --

                    ROCKET
          [Let me through!]

                                                       SMASH TO:

CAESAR IN THE WARDEN'S TOWER

He whips his head at the sound of continued shelling --
panicked, he rushes to the window to see INCOMING MISSILES
FROM THE ARMADA beginning to make IMPACT INSIDE THE YARD -- !

When a QUIET CRASH comes from somewhere close behind him.
Caesar turns, startled, gaze fixing apprehensively on a
PARTIALLY OPENED DOORWAY; he steels himself, and slowly
approaches the door.

He hesitates, wary... then carefully peers around the door
frame, glimpsing a BROKEN COLEMAN LAMP at the foot of a small
table; kerosine still pools from the lamp's base.

Beyond the door, Caesar suddenly hears labored breathing...
He pushes it open to REVEAL...

THE COLONEL'S SLEEPING QUARTERS - PRE-DAWN/INTO DAWN

The Colonel is splayed on his stomach across a military cot --
head lowered, his outstretched hand trembles mid-air as he
struggles in a total daze, like a drunk, grasping helplessly
for something out of reach on the table... HIS PISTOL.

Heart racing, Caesar crosses silently to the table... eyes
glued to the Colonel, he places his hand firmly on the gun
before the Colonel can get to it.

Caesar lifts the gun slowly, then trains it down at the
Colonel beneath him, who is so out of it he continues
listlessly groping for a gun that isn't there.

Caesar glares down at the Colonel, pitiless... his expression
hardening as he prepares to finish him, once and for all --

-- when the Colonel slowly lifts his head to peer up at
Caesar... and for the first time, Caesar sees there is BLOOD
smeared on his face from under his nose.




                                                  (CONTINUED)
                                                       107.
CONTINUED:

The Colonel's eyes look desperate, like a wounded animal's;
he opens his mouth pleadingly, trying to speak -- but the
only sounds that come are eerie, GASPING GRUNTS...

Caesar stares back in utter shock -- when he notices
something on the floor near the bed...

It's Nova's crude RAG DOLL, silently gazing up at him, now
flecked with the Colonel's blood.

Reeling, Caesar unconsciously lowers the gun -- but as the
Colonel reaches lamely for it, Caesar instantly remembers
himself, raising the weapon threateningly again at his head --

But the Colonel doesn't even flinch, the barrel just inches
from his face. He begins quietly gasping once more; Caesar
watches, unnerved, finger on the trigger, as the Colonel
lifts himself, slowly leaning his head forward...

...and pressing his own temple against the muzzle -- he looks
up at Caesar, his tortured eyes pleading mutely for death.

HOLD ON CAESAR

as he stares down, haunted... his gaze shifting from the
Colonel's agonized face... to the gun in his hand...

Finally, horrified, he slowly LOWERS THE GUN. Self-awareness
returns to his eyes -- a look of humanity we haven't fully
seen since before the death of his family, as if the war
within him is finally coming to an end.

The Colonel gapes helplessly... as Caesar, quietly stunned by
his own decision, starts to back away... Caesar pauses,
pitying eyes on the Colonel's; then finally, he gently sets
the gun back down onto the table.

A look of confused gratitude flickers through the Colonel's
primitive gaze... and he resumes REACHING LAMELY for the gun.

Eyes still on him, Caesar backs slowly out --

INTO THE CONTROL ROOM

We see Caesar, his back to us, as he continues gazing into
the Colonel's sleeping quarters... then, after a quiet,
clumsy fumbling sound, a SINGLE GUNSHOT echoes from the room.

Caesar remains still, then lowers his head as day breaks
outside...

                                                       CUT TO:
                                                       108.


UP ON THE BARRIER WALL - DAYLIGHT NOW

Through SWIRLING SNOW we see RED and other TURNCOATS arrive
at one of the posts, laden with ammo for the troops who
hurriedly load their weapons, preparing for the imminent
firefight once the rapidly approaching armada arrives. As
Red hands bullet belts to a GUNNER loading a big .50 cal
machine gun --

Soldiers around them unleash another round of Rapier missiles
-- WHOOOOSH -- two more MLRS vehicles EXPLODE on the horizon!

Soldiers around the missile launcher react with raucous
cheers to the direct hits, a sense that the battle's theirs
to win --

-- when the GUNNER beside Red suddenly NOTICES THE APES
scrambling by the rock out-cropping -- his jaw drops, in
complete shock!

                    GUNNER
              (screams to the others)
          LOOK!!! THE APES!!!

Red spins with disbelief to see the apes below -- as the
Gunner rotates his machine gun -- and OPENS FIRE!!!

EXT. WARDEN'S TOWER - WINDOW - IMMEDIATELY

We see Caesar about to climb out -- when he SEES the apes
taking heavy fire from gunners on the wall! He freezes,
terror-stricken, grappling for a way to save them -- when his
eyes lock on the TANKER CARS just beneath the wall --

He quickly turns from the window, charging back into the
control room -- when --

A SUDDEN BANGING comes from the front door --

                     EXECUTIVE OFFICER (O.S.)
          Colonel!   Are you in there?! Colonel!

Caesar spins, startled -- then finishes grabbing a BANDOLIER
OF GRENADES off the table strewn with the Colonel's
belongings -- he bolts for the window -- when --

CRASH! The door SMASHES OPEN -- Caesar turns to see the X.O.
AND HIS MEN ENTERING -- they see him too -- raising their
weapons, and FIRING AS -- CAESAR LEAPS
                                                       109.


OUT THROUGH THE WINDOW!!!

HE SWINGS DOWN FROM THE TOWER LEDGE -- and GRASPS onto the
FLAGPOLE stretched across the open space beneath -- the pole
breaks his fall, but only so much -- as ONE SIDE SNAPS FREE!

Caesar hangs on, riding the swinging pole as it descends --
and finally releasing it, tumbling to the ground!

Caesar scrambles to his feet, still clutching the grenades --

-- when the Officer and his men appear in the tower window!

They OPEN FIRE -- as Caesar sprints away -- bullets tearing
up snow and ice right behind him as he goes -- !

                                                      CUT TO:

ROCKET - AT THE ROCK OUT-CROPPING

DESPERATELY FIRING Boyle's automatic rifle, trying to provide
cover for the FLEEING APES who are now PINNED BELOW IN CHAOS
-- as BEHIND HIM ON THE ROCKS, Bad Ape and another HORDE OF
APES are gathered helplessly around the hole, some apes still
crawling out to discover there's now nowhere to go...

UP ON THE BARRIER WALL

The Gunner ducks from Rocket's bullets, then jumps back up,
returning a mad volley from his machine gun, SHOUTING over
the din to the other soldiers firing beside him --

                    GUNNER
          Kill them, man!!!   Kill them all!!!

REVEAL RED behind them, watching the apes under attack -- the
SOUND FADES as he gazes, unexpectedly disturbed by the sight
-- when A MUFFLED VOICE rises out of the silence --

                    GUNNER (O.S.) (CONT'D)
          ...Donkey -- DONKEY!!!

Red SNAPS OUT OF IT, turning to the exasperated Gunner --

                    GUNNER (CONT'D)
          GET THE GRENADE LAUNCHER!!!

Flustered, Red turns, moves to his rucksack, retrieving the
launcher -- when he stops suddenly, SEEING --

CAESAR - IN AN EPIC WIDE SHOT OF THE CAMP BELOW




                                                  (CONTINUED)
                                                          110.
CONTINUED:

QUADRUPEDING at great speed for the yard, as another incoming
mortar hits the ground -- Caesar DARTS HARD around the front
of the pen -- and fearlessly straight through the PLUMING
DEBRIS and SWIRLING SNOW -- a heroic battlefield image!

Mesmerized, Red watches motionless as Caesar charges
fearlessly through the chaos toward the TANKER directly
beneath gunners on the wall!

Caesar continues through the smoke and debris -- finally
grabbing one of the grenades from the bandolier -- eyes fixed
on the tanker just 30 feet away -- rearing back, about to
pull the pin -- WHEN SUDDENLY --

CAESAR DROPS, CLUTCHING HIS SIDE -- TUMBLING TO THE GROUND!

Shocked, Red watches as Caesar, in agony, touches his
abdomen, discovering BLOOD; Caesar reaches behind him to find
he's been shot in the back with a CROSSBOW ARROW...

Red looks up to see -- PREACHER stalking through the haze and
snow, out of the pen area, almost shocked himself at what he
has just done -- he nervously loads another arrow, in turmoil
as he moves toward Caesar.

Gasping in pain, Caesar SNAPS the arrow from his side, and
turns, seeing Preacher too...

Red stands frozen, gripped by the sight of Caesar lying there
helpless --

                       GUNNER (O.S.) (CONT'D)
             GODAMMIT!!!

Red turns, startled, to find the Gunner screaming at him,
momentarily turned from the battle --

                       GUNNER (CONT'D)
             YOU STUPID DONKEY!!! WHERE'S MY
             LAUNCHER!?!

Red suddenly looks at the weapon in his hands, remembering
what he was ordered to do -- still returning to his senses,
he nods to the Gunner -- who immediately turns back to the
battle, FIRING RELENTLESSLY at the apes...

                                                      CUT TO:

CAESAR ON THE GROUND

as he sees Preacher anxiously closing in... Caesar's eyes
frantically dart for an avenue of escape, but there is none.



                                                  (CONTINUED)
                                                          111.
CONTINUED:

His pained gaze returns to Preacher who comes to a stop just
25 feet away, hesitating, torn -- then, finally steeling
himself, he raises the LOADED CROSSBOW -- when --

FSSSSSSST--KABLOOM! Preacher DISAPPEARS in a HUGE BLAST!!!
AND EVERYTHING GOES INSTANTLY SILENT, THE SOUND REPLACED BY A
QUIET RINGING --

Stunned, disoriented, Caesar looks around him, deafened,
finally peering up to discover --

RED ON THE WALL holding the SMOKING LAUNCHER, looking down
stoically.

Caesar can't believe it... He gazes up in shock at --

RED, who just gazes back, calmly holding the weapon, almost
in a state of peace -- while BEHIND HIM --

THE GUNNER turns, suddenly realizing what Red has just done,
freaking out, his SCREAMING INAUDIBLE to Caesar's ringing
ears -- the Gunner pulls out his PISTOL -- pointing it at
Red, who doesn't even react -- we see just a split-second of
his SILENT MUZZLE FLASH -- when we CUT --

CLOSE ON CAESAR

as he takes in the grim sight, pained -- THEN --

THE GUNNER turns and takes aim at CAESAR!

Caesar scrambles, the sounds around him (and us) suddenly
starting to return -- as -- he SNATCHES UP THE GRENADE from
the ground beside him -- jumping to his feet --

-- narrowly dodging the Gunner's bullets tearing up earth
around him -- as he PULLS THE PIN from the grenade,
desperately LAUNCHING it straight for the tanker beneath the
wall --

The Gunner's alarmed eyes suddenly whip toward the tanker --
as Caesar takes off, sprinting in the opposite direction --

-- when the grenade EXPLODES and THE TANKER ERUPTS --
ENGULFING the WALL beside it, and consuming all the Gunners
above in its INCREDIBLE BLAST!!!

Caesar races into the adult pen -- as behind him, FLAMES
CLIMB HIGH INTO THE SKY -- when SUDDENLY -- THE TRAIN CAR
NEXT TO THE TANKER EXPLODES TOO!

Still running, Caesar steals a startled look back -- as
ANOTHER CAR EXPLODES!


                                                   (CONTINUED)
                                                       112.
CONTINUED:

He DIVES down into the hole -- as --

WE CUT WIDE OVER THE CAMP -- AND THE CHAIN REACTION CONTINUES
-- CARS ERUPTING ONE AFTER ANOTHER -- BLASTING THE CAMP APART
-- HEADING BACK ALONG THE TRACKS TOWARD THE DEPOT AT THE BASE
OF THE MOUNTAIN -- A CATACLYSMIC DISPLAY OF DESTRUCTION SO
LARGE, IT'S STAGGERING!!!

                                                    SMASH TO:

CAESAR RUNNING THROUGH THE TUNNELS BELOW

AS THE SHOCKWAVES CONTINUE, THE TUNNELS GIVING WAY, BEGINNING
TO COLLAPSE BEHIND HIM!

CAESAR RACES FOR LIGHT AT THE TUNNEL'S END -- LEAPING FOR THE
LADDER -- SCRAMBLING UP -- WHEN THE WHOOSH OF DEBRIS SUDDENLY
SWEEPS AROUND HIM -- AND HE EMERGES -- TUMBLING OUT --

THROUGH THE HOLE IN THE ROCKY OUTCROPPING

And flat onto his stomach!

Finally, he lifts his head to see the feet of apes all
around, their backs to him -- as he rises, he finds them all
staring out beyond the outcropping in awe...

He slowly presses his way through the crowd, climbing higher
on the rocks... to discover their eyes all fixed on...

THE UTTERLY DECIMATED PRISON, engulfed in a massive
conflagration as a STORM OF DEBRIS RAINS DOWN FROM THE SKY...

Now seeing Caesar, Rocket and Bad Ape turn, stunned at the
sight of him -- Caesar and Rocket begin to exchange emotional
looks --

-- when MECHANICAL GROANS beside them make them all turn to
see --

THE REMAINING ARMADA as it finally arrives, braking to a stop
just 20 yards away... SOLDIERS, FACES ALL OBSCURED in heavy
parkas and BALACLAVAS, are packed onto troop carriers, trucks
and humvees, gazing in shock at the fiery camp -- when ONE
notices... the apes. Others start to see them too... A
moment suspended in time as ape and man all stare silently at
each other...

Then, the anonymous soldiers slowly begin to raise their
weapons -- Caesar and the apes remaining totally still --
when --




                                                  (CONTINUED)
                                                          113.
CONTINUED:

-- FROM THE CAMP -- one more   ENORMOUS EXPLOSION ERUPTS as the
weapons depot finally BLOWS,   TEARING OPEN the face of the
mountain; everyone flinches,   JOLTED, as a last THUNDEROUS
BOOM ECHOES HARD against the   canyon walls --

A QUIET RUMBLING starts to resound all around...

The Soldiers all turn, looking up -- Caesar and the apes turn
as well -- to see --

AN AVALANCHE OF SNOW AND ROCK AND EARTH GATHERING STEAM IN
THE MOUNTAINS ABOVE THEM.

And it's heading their way --

                       A HUMAN VOICE CRIES OUT
             AVALAAAAAAANCHE...!!!

Mad scrambling begins -- Soldiers leaping from the trucks,
futilely running in all directions across the canyon floor --

When Caesar, on instinct, suddenly CRIES OUT TO HIS APES --
WAVING THEM ON FIERCELY -- as he does the unthinkable --
tearing off with simian speed -- TOWARD THE AVALANCHE...!

AND THE APES FOLLOW -- CAESAR LEADING THEM EN MASSE, RACING
UP THE MOUNTAIN...!

                                                        CUT TO:

HALFWAY UP THE MOUNTAIN - IMMEDIATELY

Maurice, Nova, and the ape children turn abruptly -- staring
wide-eyed at the growing TSUNAMI OF SNOW billowing right
toward them!

Eyes darting, Maurice fixes on the TALL TREES beside them --
he BELLOWS out to them -- and all at once -- everyone makes a
break for them -- climbing up -- just as the AVALANCHE
ARRIVES -- !

                                                      SMASH TO:

CAESAR AND THE APES RUNNING - FURTHER DOWN THE MOUNTAIN

They LAUNCH themselves up into the trees -- moving higher --
higher --

-- as the AVALANCHE SUDDENLY SURGES below, the WAVE OF SNOW
RISING toward them -- as they frantically climb to avoid
it!!!
                                                         114.


SUPER WIDE - ABOVE THE CANYON - IMMEDIATELY

THE MONUMENTAL AVALANCHE CRASHES APOCALYPTICALLY to the
canyon floor, THE ROILING SNOW BEGINNING TO ENGULF the
BURNING CAMP, THE SOLDIERS, THE TRUCKS, EVERYTHING IN SIGHT --

                                                       SMASH TO:

CAESAR REACHING THE TREE TOP

as the RISING RUSH OF SNOW begins to wash violently over him!

TIGHT ON CAESAR

CLINGING to the trunk, an elemental fight against the RAGING
WHITENESS -- holding on for life as snow HOWLS DEAFENINGLY
around him, ripping at his body... until finally, as quickly
as it began, the tide subsides... suddenly leaving us in --

A STUNNING SILENCE.

Caesar peers around in a daze to find himself in a SURREAL
HAZE OF WHITE, as if in a heavenly cloud... And slowly, the
mist begins to clear...

Caesar stares down from the tree top to discover an
incredible sight below...

EVERYTHING AND EVERYONE ARE GONE, THE ENTIRE CANYON BURIED IN
PRISTINE SNOW... It's as if nothing was ever here.

He stares for a moment in disbelief -- when sounds of apes
ECHO through the landscape -- he lifts his head to see --

THE APES, all clinging to the tree tops all around him. They
look at him, their savior, the chorus of ape sounds growing
louder... more exuberant... triumphant. They raise their
fists in solidarity and tribute to Caesar...

A smile begins to spread across Caesar's face, as he raises a
weary fist back to them, we --

                                              SLOW DISSOLVE TO:

A SERIES OF EPIC 65MM SUPER-WIDE LANDSCAPES, DAVID LEAN-STYLE

THE APE EXODUS moving on foot across SNOWY PLAINS...

CLOSER ON CAESAR as he pulls Bad Ape's blanket tighter around
Cornelius and himself, shielding them both from the cold. We
HOLD on Caesar's face, etched with strain, but determination
too...
                                                        115.


through the sands of STUNNING MOJAVE DESERT VISTAS...

...until they reach what looks like a vast, arid wasteland,
passing the outskirts of a DECIMATED NUCLEAR POWER PLANT...

MOVE CLOSER

As Caesar, Cornelius on his shoulder, walks with the others
past a huge, rusted SIGN: "FORBIDDEN ZONE." Caesar looks to
Rocket, uncertain... but Rocket points reassuringly ahead...
at a DISTANT DESERT VOLCANO. As they continue onward, we --

                                           DISSOLVE AGAIN TO:

THE TOP OF THE DESERT VOLCANO

The mass of apes scaling up, and finally cresting over the
lip... Caesar pauses momentarily in shock, and then we PAN
with him as he and the others step forward to REVEAL:

A GORGEOUS LUSHLY-OVERGROWN GREEN CRATER, a CRYSTAL BLUE LAKE
at its center; a kind of paradise, a place to begin again...

Exhausted, Caesar has to sit for a moment on one of the mossy
rocks, taking in the beauty as the apes excitedly pass,
exploring the incredible landscape of their new home...

Maurice arrives beside him, Nova on his back; Cornelius peeks
curiously over his father's shoulder, fascinated with her.
She smiles shyly, when a bunch of ape children race playfully
past, jostling and scurrying. Both turn, watching them go.

Then Nova hops off Maurice, eager to join in the fun. She
pauses, turning back to Cornelius, holding out a hand...

Cornelius climbs carefully down, then stops, looking up
uncertainly at Caesar, not sure if he's ready yet to leave
his father's side. Touched, Caesar smiles down at his son;
he kneels before him, caressing his face gently, filled with
great emotion... then he nods gently for him to go play --
and he and Nova hurry off.

Maurice and Caesar share a look, a pair of proud fathers.
They both turn to watch little Cornelius and the other ape
children playing with the lone human girl. A strange, joyous
sight. Pleased, Maurice turns back to Caesar, discovers him
watching with profound emotion on his face -- when to
Maurice's surprise, Caesar LOSES BALANCE for a moment...

Maurice stares with concern as Caesar rights himself, WINCING
in pain, avoiding Maurice's eyes.




                                                  (CONTINUED)
                                                         116.
CONTINUED:

And then Maurice reaches out, gently pulls the blanket back,
which has slipped down Caesar's shoulder... and for the first
time, Maurice sees CAESAR'S HAND, cupped to his side; it is
soaked in BLOOD.

Caesar glances up, finds Maurice staring at him, suddenly
distraught. A long unspoken look passes between them,
Caesar's sad smile confirming Maurice's worst fears. The
exchange between the old friends is heartbreaking. Finally,
Caesar speaks, a sense of contentment in his quiet voice:

                       CAESAR
             Don't worry... You are all home now.
             Apes are strong. With... or without me.

Tears well in Maurice's eyes, as Caesar smiles peacefully --

-- when the playful sounds of ape children suddenly draw him
back to the toddlers again. Maurice watches as Caesar's eyes
fix wistfully on his son... a sense of tremendous melancholy
setting in, as his breathing grows more labored...

Maurice grunts gently.    Caesar slowly turns back to him, and
Maurice speaks:

                       MAURICE
                 (filled with emotion)
             Son will know... who was father... and
             what Caesar... did... for us.

Caesar smiles, tears now in his eyes too. He turns back to
his son for a last look... As we CUT CLOSE ON --

HIS ICONIC GREEN EYES

A FINAL SLOW DISSOLVE BEGINS -- TO A WIDE SHOT OVER THE APE
PARADISE... for a moment, the eyes and the landscape of apes
linger together -- then, as Caesar's eyes peacefully shut, we
FINISH DISSOLVING TO THE WIDE -- and gently TIP UP to the
TRANQUIL SKY -- HOLD, as the sounds of apes echo...

CUT TO BLACK.

THE END

War for the Planet of the Apes



Writers :   Mark Bomback  Matt Reeves
Genres :   Action  Adventure  Drama


User Comments







Index    |    Submit    |    Links    |    Link to us    |    RSS Feeds    |    Disclaimer    |    Privacy policy